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As filed with the Securities and Exchange Commission on February 18, 2025
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form 20-F

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report__________

Commission file number 001-42394

Sunrise Communications AG
(Exact name of Registrant as Specified in Its Charter)

N/A
Switzerland
(Translation of Registrant’s Name into English)
(Jurisdiction of Incorporation or Organization)
Thurgauerstrasse 101b, 8152 Glattpark (Opfikon), Switzerland
(Address of Principal Executive Offices)

Marcel Huber
General Counsel & Chief Corporate Affairs Officer, Sunrise Communications AG
Thurgauerstrasse 101b, 8152 Glattpark (Opfikon), Switzerland Tel.: +41 58 777 76 66 Email: investor.relations@sunrise.net
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act: None


Securities registered or to be registered pursuant to Section 12(g) of the Act:

Class A common shares, nominal value CHF 0.1 per share (Namenaktien)
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:70,108,614 Class A Common Shares (Namenaktien) 25,805,386 Class B Shares with Privileged Voting Rights (Stimmrechtsaktien)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer Non-accelerated filer Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after 5 April 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP International Financial Reporting Standards as issued by the International Accounting Standards Board Other
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No










Table of Contents

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INTRODUCTION
Unless otherwise indicated or the context otherwise requires, all references in this Annual Report on Form 20-F to the terms “Sunrise,” “Sunrise Communications AG,” “Sunrise GmbH,” “Sunrise HoldCo V B.V.,” “the company,” the “Sunrise group” “we,” “us” and “our” refer to Sunrise Communications AG together with its subsidiaries.
Pursuant to Rule 12b-23(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), certain information for this Annual Report on Form 20-F set out herein is being incorporated by reference from the Sunrise Communications AG statutory Annual Report 2025 (the “Annual Report 2025”), as specified elsewhere in this Annual Report on Form 20-F (with the exception of the items and pages so specified, the Annual Report 2025 is not deemed to be filed as part of this Annual Report on Form 20-F). Therefore, the information in this Annual Report on Form 20-F should be read in conjunction with the Annual Report 2025 (see Exhibit 15.1). References in the Annual Report 2025 to “audited” information performed by the Company’s external auditor in accordance with local applicable law does not form part of the “Report of Independent Registered Public Accounting Firm” in Item 18 herein. For the avoidance of doubt, the references to the independent limited assurance using the assurance standards ISAE 3000 (Revised), for the Sustainability Information in the Sustainability Report for the year 2025 in the Annual Report 2025 included as exhibit 15.1 do not form part of, and are not incorporated into, this Annual Report on Form 20-F.
Sunrise uses its trademarks in this Annual Report on Form 20-F as well as trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, trademarks and tradenames referred to in this Annual Report on Form 20-F appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that Sunrise will not assert, to the fullest extent under applicable law, its rights or that the applicable owner will not assert its rights, to these trademarks and tradenames.
The Sunrise Class A Common Shares are listed in Switzerland on the SIX Swiss Exchange (the “SIX”) under the symbol “SUNN.” On August 15, 2025 Sunrise's Class A ADSs ceased trading on the Nasdaq.
Sunrise's reporting currency is the Swiss franc. The exchange rate between the Swiss franc and the U.S. dollar as of 31 December 2025 was USD 1.2603 per CHF 1.0. Sunrise presents its consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) Accounting Standards, as issued by the International Accounting Standards Board, or IASB.
The terms “dollar,” “USD” or “$” refer to U.S. dollars and the terms “Swiss francs” or “CHF” refer to the legal currency of Switzerland.
The following definitions apply throughout this Annual Report on 20-F, unless otherwise indicated or as context otherwise requires.
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Terms Related to Sunrise’s Business and Shares
 
 
“Executive Committee”
the members of the executive committee of Sunrise
“Liberty Global”
Liberty Global Ltd., a Bermuda exempted company limited by shares
“Liberty Group”
the Liberty Global group of companies
 
 
“spin-off”
the series of transactions that closed on 8 November 2024 that resulted in the spin-off of the Sunrise Business from the Liberty Group to Sunrise
 
 
 
 
“Sunrise Board”
the board of directors of Sunrise
 
 
“Sunrise Business”
the Swiss telecommunications operations that were spun off to Sunrise by Liberty Global
 
 
“Sunrise Class A ADSs”
American depositary shares representing the Sunrise Class A Common Shares
 
 
“Sunrise Class A Common Shares”
Class A common shares of Sunrise, par value CHF 0.10 per share
 
 
“Sunrise Class B Shares”
Class B shares with privileged voting rights of Sunrise, par value CHF 0.01 per share
 
 
“Sunrise Director”
a member of the Sunrise Board
 
 
“Sunrise Shares”
the Sunrise Class A Common Shares and Sunrise Class B Shares, collectively
 
 
“Sunrise-UPC transaction”
the acquisition of Sunrise by Liberty Global through the settlement of an all-cash public tender offer to acquire all of the then-publicly held shares of Sunrise
 
 
“UPC”
UPC Schweiz GmbH
Terms Related to Sunrise’s Industry
 
 
“5G SA”
5G Standalone
 
 
“ARPU”
average revenue per unit, calculated as the average monthly subscription revenue per average number of fixed customer relationships or mobile subscribers, as applicable
 
 
“CPE”
customer premises equipment
 
 
“DaaS”
device-as-a-service
 
 
“HFC network”
hybrid fibre coaxial network
 
 
“IPTV”
Internet Protocol Television
 
 
“MVNO”
mobile virtual network operator
 
 
“OTT services”
over-the-top telecommunications services delivered over the internet


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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information set forth in this Annual Report on Form 20-F, and in the items and pages so specified as incorporated herein by reference to the Annual Report 2025, 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, that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than present and historical facts and conditions contained in this Annual Report on Form 20-F, including statements regarding our future results of operations and financial positions, business strategy, plans and our objectives for future operations, are forward-looking statements. When used in this Annual Report on Form 20-F, the words “anticipate,” “believe,” “continue” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “ongoing,” “objective,” “plan,” “potential,” “predict,” “should,” “will” and “would,” or the negative of these and similar expressions identify forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, including, among others, those related to:

our substantial indebtedness and the potential effect on our ability to execute our business strategy;
the significant amount of cash we may need to meet our obligations under our indebtedness;
the expenditures required to renew the portion of our spectrum expiring in 2028;
the impact of a decline in ARPU in our mobile and fixed networks on our business, revenues, earnings and cash flows if we fail to expand our subscriber base to offset ARPU declines;
price erosion in the telecommunications industry;
our dependence on our agreement with Swiss Towers AG for access to the majority of our mobile antenna sites and passive mobile infrastructure;
the lack of ownership of all our network infrastructure and equipment or the land on which it is constructed;
reputational risks and impairment our brands are subject to;
damage and disruptions to our network infrastructure and IT systems;
customer churn and its impact on our revenues and cash flows;
our reliance on third-party suppliers for certain of our products and services;
changes in, or failure or inability to comply with, government regulations and legislation in Switzerland and adverse outcomes from regulatory proceedings;
our ability to anticipate, protect against, mitigate and contain loss of our and our customers’ data as a result of cyber attacks on us;
the leakage of sensitive customer or company data or the failure to comply with applicable data protection laws, regulations and rules;
potential operational impacts if Liberty Global is unable for any reason to effectively provide services to us pursuant to our services arrangements with Liberty Global, or if we are unable to adequately, timely and cost-effectively replace such services once such arrangements expire; and
other risks and uncertainties, including those listed in this section of this Annual Report on Form 20-F titled “Item 3.D—Risk Factors.”
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Part I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.
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Item 2. Offer Statistics and Expected Timetable

Not applicable.
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Item 3. Key Information

3.A [Reserved]

3.B Capitalization and indebtedness

Not applicable.

3.C Reasons for the offer and use of proceeds

Not applicable.

3.D Risk factors

Our business faces significant risks. You should carefully consider all of the information set forth in this Annual Report on Form 20-F and in our other filings with the United States Securities and Exchange Commission (the “SEC"), including the following risk factors which we face, and which are faced by our industry. Other risks and uncertainties that we do not presently consider material, or of which we may not be presently aware, may become important factors that affect our business, revenues, earnings and cash flows. Our business, revenues, earnings and cash flows could be materially adversely affected by any of these risks. This report also contains forward-looking statements that involve risks and uncertainties. Our results could materially differ from those anticipated in these forward-looking statements, as a result of certain factors including the risks described below and elsewhere in this Annual Report on Form 20-F and our other SEC filings. See “SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS” above.

Risks Relating to Sunrise’s Indebtedness

Sunrise has substantial indebtedness that may have a material adverse effect on its ability to execute its business strategy.

Sunrise has a substantial amount of indebtedness. The level of Sunrise’s indebtedness could have important consequences, including: requiring a substantial portion of Sunrise’s cash flow from operations to be dedicated to the payment of interest and principal on existing indebtedness, thereby reducing the funds available for other purposes, including the payment of dividends; potentially impairing Sunrise’s ability to obtain additional financing in the future for working capital, capital expenditures, product development, acquisitions or general corporate purposes; potentially limiting Sunrise’s flexibility in planning for, or reacting to, changes in its business, competitive environment and the industry in which it operates; potentially placing Sunrise at a competitive disadvantage as compared to competitors that are not as highly leveraged; and potentially making Sunrise vulnerable in the event of a downturn in general economic conditions or adverse developments in its business.



Sunrise will require a significant amount of cash to meet its obligations under its indebtedness and fund other liquidity needs, which it may not be able to generate or raise on acceptable terms or at all.

Sunrise’s third-party debt obligations excluding Vendor Financing outstanding as of 18 February 2026 will mature between 2029 and 2032. Sunrise’s ability to pay principal or interest when due will depend on its future performance and ability to generate cash, which is subject to general economic, financial, competitive, legislative, legal, regulatory and other factors discussed herein, many of which are beyond Sunrise’s control.

If Sunrise does not have sufficient cash flows from operations or other capital resources to pay its indebtedness at maturity, it may be required to refinance that indebtedness. It may also need to incur additional indebtedness or raise equity capital if it is unable to fund its other liquidity needs. The type, timing and terms of any future financing will depend on Sunrise’s cash needs and the prevailing conditions in the credit and financial markets, and such future financing may not be available on acceptable terms or at all. Debt financing, if available,
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may involve agreements that include covenants further limiting or restricting Sunrise’s ability to take specific actions, such as incurring additional debt, providing security, making capital expenditures, conducting share repurchases or declaring dividends. Such restrictions could adversely impact Sunrise’s ability to, among other things, conduct its operations, obtain additional financing, execute its business plan or pay dividends. To the extent that Sunrise raises additional capital through the sale of equity or convertible debt, shareholder ownership interest may be diluted.

If Sunrise is unable to repay or refinance all or a portion of its indebtedness as it comes due or to raise capital required to fund its other liquidity needs on terms acceptable to it, it may be forced to, among other things, sell assets, delay business projects or forego market opportunities.

Sunrise’s business requires significant ongoing investments. The amount of required investment may fluctuate from period to period and increase above historical levels or current estimates but may not generate a positive return.

Sunrise has historically had to, and expects to continue to have to, incur significant capital and other expenditures, including for, among other things, the continued expansion, maintenance and improvement of its mobile and fixed network infrastructure. For example, to maintain its level of service to its mobile customers, Sunrise may be required to make additional investments to expand its 4G active mobile infrastructure (consisting of network equipment that is embedded in passive tower infrastructure) if it is unable to move data traffic on its mobile network from 4G to 5G at the expected rate or at all. Sunrise may be unable to do so if, among other things, Sunrise’s existing and new mobile service subscribers choose not to subscribe for or use 5G services because their mobile devices are not compatible with 5G technology, due to limitations of 5G connectivity indoors or for any other reason.

With the amendment to the Ordinance on Telecommunications Services confirmed on 14 January 2026, telecommunications service providers are required to strengthen their mobile networks against power outages lasting up to 4 hours. By early 2031, the resilience must be implemented to the extent that, in the event of a power failure, at least emergency call services are ensured. From early 2034, this requirement will also apply to public telephone services, communication for emergency organizations, and the general provision of internet radio. This mandate requires Sunrise to equip its antenna sites and other network elements with more powerful emergency power components (mainly batteries). The costs for the additional resilience will be borne by Sunrise. Even though these measures should ideally take place largely within the framework of regular infrastructure renewal, significant additional investments are to be expected. In the medium term, a further revision of the Ordinance on Telecommunications Services is anticipated, which will require mobile networks to be safeguarded even against cyclical shutdowns in the event of a power shortage.In addition, to maintain and improve its competitive position in the mobile market, Sunrise expects to continue to incur capital expenditures to complete the rollout of 5G active mobile infrastructure in its network. Sunrise may not be able to complete such rollout during the estimated time frame or at the estimated cost and the amount of associated expenditures may therefore fluctuate from period to period and be higher than currently expected. Significant investments may also be required to enhance Sunrise’s product and service offerings, improve customer experience and provide upgraded customer premises equipment (“CPE”) to Sunrise’s customers. Sunrise may also be required to undertake unplanned infrastructure maintenance, construction or upgrades and other expenses necessitated by factors beyond Sunrise’s control, including those described elsewhere herein.

Additionally, under the Telecommunications Services Ordinance, Sunrise may be required to undertake significant expenditures to replace CPE it provided to its customers if such CPE poses a security risk which cannot be addressed by other means. If requested by Swisscom, Sunrise and other telecommunications services providers may be required to contribute to certain of Swisscom’s costs associated with providing universal services in proportion to their respective gross revenues.

As a result of all of these uncertainties, although Sunrise targets a reduction in its property and equipment additions as a percentage of revenue in the medium term due to a reduction in planned investments, there can be no assurance that such a reduction will in fact be achieved.

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While Sunrise’s future investments into its business may be substantial, there can be no assurance that any such investments will generate positive returns in the anticipated amounts, on the anticipated timeline or at all. Sunrise may be unable to generate a positive return on investment if, among other things, it does not maintain or expand its subscriber base to a level that justifies its investments, if customers do not respond to Sunrise’s services, products, network improvements and other initiatives as favorably as expected or prefer competitors’ services over Sunrise’s despite Sunrise’s investments, or if the actual cost of Sunrise’s investments is higher than its initial estimates, whether due to ineffective estimate methodology, inflation, unforeseen events or otherwise.

Sunrise is, and will continue to be, subject to restrictive debt covenants.

Subject to applicable exceptions and qualifications, the indentures and the facilities agreements governing Sunrise’s outstanding indebtedness restrict, and the finance documents under which Sunrise may incur any additional indebtedness may restrict, among other things, Sunrise’s ability to: incur or guarantee additional indebtedness; create or incur certain liens; make certain payments, including dividends or other distributions to its shareholders; make certain investments; create encumbrances or restrictions on the payment of dividends or other distributions, loans or advances to and on the transfer of assets to or by Sunrise’s subsidiaries; sell, lease or transfer certain assets, including stock of restricted subsidiaries; engage in certain transactions with affiliates; consolidate or merge with other entities; and create certain security interests over Sunrise’s assets.

The Sunrise Facilities Agreement described elsewhere in this Annual Report on Form 20-F also provides that if on the last day of each fiscal quarter, the aggregate net indebtedness under the revolving and certain ancillary facilities, less cash of the Borrower Group (as defined in the Sunrise Facilities Agreement), exceeds 40% of the aggregate of the relevant revolving facility commitment, then the ratio of senior net debt to annualized EBITDA (each as defined in the Sunrise Facilities Agreement) of the borrower on such day may not exceed 4.75:1. Sunrise’s ability to meet this and other financial covenants may be affected by adverse economic, competitive or regulatory developments and other events beyond its control, and there can be no assurance that these financial covenants will be met.

The foregoing covenants could limit Sunrise’s ability to finance its future operations and capital needs and pursue business opportunities and activities that may be in its interest and non-compliance by Sunrise with any such covenant may constitute an event of default under the respective debt instrument.

Upon the occurrence of an event of default under Sunrise’s debt instruments, subject to applicable cure periods and other limitations on acceleration or enforcement, the relevant creditors could elect to declare all amounts outstanding immediately due and payable and, in the case of indebtedness under credit facilities, cancel the availability of the facilities. In addition, any default under a finance document could lead to an event of default and acceleration under other debt instruments that contain cross- default or cross-acceleration provisions. If Sunrise’s creditors accelerate the payment of all or a significant part of Sunrise’s indebtedness, Sunrise’s assets may not be sufficient to repay accelerated indebtedness in full and satisfy all other liabilities as they become due. If Sunrise is unable to repay those amounts, Sunrise’s creditors could proceed against any collateral granted to them to secure repayment of those amounts.

See “Item 5. Operating and Financial Review and Prospects” and “Item 18. Financial Statements—Note 23. Borrowing” for more information about Sunrise’s indebtedness outstanding as of 31 December2025.

Sunrise may not freely access the cash of its operating companies.

Sunrise’s operations are conducted through its subsidiaries. Sunrise’s current sources of corporate liquidity include cash and cash equivalents, as well as interest income received on its cash and cash equivalents. From time to time, Sunrise also receives (i) proceeds in the form of distributions or loan repayments from its subsidiaries or affiliates, (ii) proceeds upon the disposition of investments and other assets and (iii) proceeds in connection with the incurrence of debt or the issuance of equity securities. The ability of Sunrise’s operating subsidiaries to pay dividends or to make other payments or distributions to Sunrise depends on their individual operating results and any statutory, regulatory or contractual restrictions to which they may be or may become subject and, in some cases,
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Sunrise’s receipt of such payments or distributions may be limited due to tax considerations or the presence of noncontrolling interests. Most of Sunrise’s operating subsidiaries are subject to credit agreements or indentures that restrict sales of assets and prohibit or limit the payment of dividends or the making of distributions, loans or advances to shareholders, including Sunrise. In addition, because these subsidiaries are separate and distinct legal entities they have no obligation to provide Sunrise funds for payment obligations, whether by dividends, distributions, loans or other payments. If Sunrise’s operating subsidiaries are for any reason unable to pay dividends or make other payments or distributions to Sunrise, this would have a material adverse effect on Sunrise’s liquidity and, as a result, its ability to operate its business and pay dividends to its shareholders.

Certain of Sunrise’s borrowings bear interest at floating rates or are tied to Sunrise meeting certain ESG requirements.

Sunrise is exposed to the risk of fluctuations in interest rates, primarily through its credit facilities, which are indexed to Euro Interbank Offer Rate, Term Secured Overnight Financing Rate, Swiss Average Rate Overnight or other base rates, and such exposure may increase to the extent that Sunrise incurs additional floating rate indebtedness. Approximately 39% of Sunrise’s indebtedness outstanding as of 31 December 2025 was subject to floating interest rates.

Although Sunrise entered into, and may in the future continue to enter into, hedging arrangements designed to fix interest rates on substantially all of its floating rate indebtedness, there can be no assurance that hedging will continue to be available on commercially reasonable terms or at all. Hedging itself carries certain risks, including the risk associated with default by the counterparty to the hedging transaction and the risk that Sunrise may need to pay a significant amount (including costs) to terminate any hedging arrangements. If interest rates were to rise significantly and Sunrise’s hedging instruments were not for any reason effective at offsetting rate increases, Sunrise’s interest expense would correspondingly increase, thus reducing cash flows that Sunrise has available to use for other purposes, including capital expenditures and dividends, and exacerbating the other risks described herein associated with its high levels of indebtedness.

In addition, the interest rate on certain of Sunrise’s outstanding indebtedness is subject, and the interest rate on any future indebtedness may be subject, to increase if Sunrise fails to publish certain environmental, social and governance (“ESG”) and sustainability reports, or to meet certain ESG targets, and to decrease if Sunrise exceeds certain targets. Sunrise may fail to timely publish ESG reports or meet targets set forth therein for a number of reasons, some of which may be beyond its control. The reasons it might fail to meet ESG targets include, among others, prohibitively high cost of necessary investments, adverse regulatory developments, unavailability of required technologies, resources or supplies or deficiencies in initial target-setting methodology. Even if Sunrise meets ESG targets and does not therefore incur an increase in interest on certain of its indebtedness, for reasons including the foregoing, there can be no assurance that Sunrise would be able to exceed ESG targets and obtain a decrease in its interest rates.

For more information about Sunrise’s indebtedness and interest rate hedging arrangements and ESG-related provisions, see “Item 5. Operating and Financial Review and Prospects,” “Item 18. Financial Statements—Note 23. Borrowings” and “Item 18. Financial Statements—Note 24. Financial Instruments & Risk.”

Exchange rate fluctuations could adversely affect Sunrise’s financial results because a substantial portion of its indebtedness is denominated in euros and U.S. dollars, while its cash flows are generated in Swiss francs.

A substantial portion of Sunrise’s indebtedness is denominated in euros and U.S. dollars, even though substantially all of Sunrise’s operating cash flow is generated in Swiss francs, which exposes Sunrise to risks associated with currency exchange rate fluctuations. Such exposure may increase to the extent that Sunrise incurs additional indebtedness denominated in currencies other than the Swiss franc. In order to manage the negative impact of a reduction in the value of the Swiss franc relative to euro and the U.S. dollars on its financial profile, Sunrise has entered into, and may in the future continue to enter into, currency swaps in respect of all such euro-and U.S. dollar-denominated indebtedness. Currency swaps themselves carry certain risks, including default by the counterparty to the swap transaction and the risk that Sunrise may need to pay a significant amount (including costs)
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to terminate any currency swap arrangements. If Sunrise is not able to enter into currency swap arrangements to the extent necessary and on commercially reasonable terms, Sunrise’s exchange rate risk could be significantly exacerbated. Any appreciation of the Swiss franc against the euro or the U.S. dollar, which has occurred historically, particularly in times of economic uncertainty, and increased volatility in the exchange rates may increase the cost of hedging Sunrise’s exposure to currencies other than the Swiss franc and any currency swap arrangements may not provide sufficient protection against currency risk. For more information about Sunrise’s indebtedness and currency swap arrangements, see “Item 5. Operating and Financial Review and Prospects”, “Item 18. Financial Statements—Note 23. Borrowings” and “Item 18. Financial Statements—Note 24. Financial Instruments & Risk.”

A downgrade, suspension or withdrawal of any rating assigned to Sunrise or to its debt securities by a rating agency could cause the cost of Sunrise’s indebtedness to increase.

Actual or anticipated changes in the credit ratings assigned to Sunrise or its debt securities could affect the trading price of Sunrise’s debt and equity securities. Credit ratings may be revised or withdrawn at any time by the issuing organization in its sole discretion and credit rating agencies continually review their ratings for the companies that they follow. The credit rating agencies also evaluate the industries in which companies they follow operate and may change their credit rating for such companies based on industry outlook. Accordingly, if a credit rating agency downgrades its outlook on the Swiss telecommunications industry generally, this may lead to a downgrade of its credit rating of Sunrise or its debt securities. A downgrade, withdrawal or the announcement of a possible downgrade or withdrawal in the ratings assigned to Sunrise or its debt securities, or any perceived decrease in Sunrise’s creditworthiness could cause the trading price of Sunrise Class A Common Shares to decline significantly.

Risks Relating to Sunrise’s Financial Position

Sunrise has limited history of operating as a separate, publicly-traded company, such that its recent historical financial information may not be a reliable indicator of its future results.

Until 8 November 2024, Sunrise’s financial results were included within the consolidated results of Liberty Global, and Sunrise believes its reporting and control systems were appropriate for those of subsidiaries of a public company. Sunrise was not directly subject to the reporting and other requirements of the Exchange Act or the reporting or other requirements to which Swiss listed companies are subject.

However, following the spin-off, Sunrise has additional compliance requirements, demands of management and may be unable to achieve some or all of the anticipated benefits from the spin-off.

As an independent public company, Sunrise is, among other things, independently responsible for compliance with the requirements to which Swiss listed companies are subject as well as the Exchange Act. The legal and practical requirements associated with operating as an independent public company place significant demands on Sunrise’s management, administrative, financial, legal, accounting and operational resources. Such requirements and their associated costs will be especially elevated until Sunrise is able to cease reporting under the Exchange Act in accordance with the rules that permit termination of Exchange Act reporting obligations for eligible companies. Sunrise has incurred, and expects to incur in the future, additional annual expenses related to these activities, and those expenses may be significant and could adversely affect its cash flow and results of operations.

It is worth noting that if Sunrise were to lose its foreign private issuer status, the compliance requirements under the Exchange Act would become more extensive, onerous and require changes to corporate governance practices. The associated additional legal and financial compliance costs would be significantly higher.

Sunrise may be unable to achieve the anticipated benefits expected to result from the spin-off, or such benefits may be delayed, may be less than anticipated or may never occur at all. Sunrise may not achieve these or other anticipated benefits for a variety of reasons, some of which are beyond its control, including, among others, volatility in the world financial markets, the diversion of management attention from operating and growing Sunrise’s business and litigation or other legal proceedings which may result from the spin-off. In addition, the anticipated benefits of the spin-off may be partially or fully offset by loss of synergies between Liberty Global and
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Sunrise resulting from the spin-off. These could be material to Sunrise and are not reflected in Sunrise’s financial statements prior to 8 November 2024.

As a result, Sunrise’s historical financial information is not necessarily representative of the results that it is achieving as a separate, publicly-traded company and may not be a reliable indicator of its future results.

The expenditures required to renew the portion of Sunrise’s spectrum expiring in 2028 are uncertain but may be significant.

Approximately 54% of Sunrise’s spectrum expires in 2028.

The Swiss Federal Communications Commission (“ComCom”) has communicated that frequency bands will be allocated by means of an auction and has published the proposed auction mechanism in October 2025. Sunrise disagrees with major aspects of this proposal and has detailed its concerns in the publicly available consultation answer to ComCom on 5 December 2025. Sunrise’s cost to re-secure the spectrum it currently holds might be higher than in previous auctions . In addition there is no certainty as to the timing of payments that Sunrise will be required to make to renew its expiring spectrum. ComCom, in its sole discretion, may require Sunrise to pay all fees due from Sunrise at the time of allocation, or it may agree to receive such fees in installments.

A decline in ARPU in Sunrise’s mobile and fixed networks may adversely affect its business, revenues, earnings and cash flows if Sunrise fails to expand its subscriber base to offset ARPU declines.

From time to time, Sunrise has been, and may in the future be, required to lower service prices, increase promotional discounts or bundle additional services (such as roaming) in the base customer subscription fee to maintain its subscriber base and remain competitive as a result of industry competition, the increased prevalence of over-the-top (“OTT”) services, and other factors, some of which may be currently unforeseen and beyond its control. See Item 3D. Risk Factors—Risks Relating to Industry and Operations—The telecommunications industry is mature, saturated, competitive and subject to price erosion.” Sunrise may also from time to time choose to lower service prices in order to expand its subscriber base and increase its market share. Decreasing ARPUs could have a material adverse impact on Sunrise’s revenues, earnings and cash flow if Sunrise fails for any reason to expand its subscriber base or reduce its costs to offset ARPU declines.

Sunrise is subject to inflation risks, which may adversely affect its results of operations.

Sustained high levels of inflation globally have had and could continue to have an adverse effect on Sunrise’s business, revenues, earnings and cash flows. In 2023 and 2024, the Sunrise expense profile was adversely affected by the global inflationary environment, which, particularly in 2023, resulted from global supply-chain issues, the effects of COVID-19 and geopolitical conflicts and tensions. In 2025, inflationary pressures have moderated, resulting in only a limited impact on the Sunrise cost profile. Sunrise may not be able to raise service prices sufficiently or rapidly enough to offset an increase in costs, particularly in light of strong price competition in the telecommunications industry. Therefore, Sunrise’s costs may rise faster than their associated revenue which would adversely affect Sunrise’s profitability.

Sunrise is exposed to the risk of default by the counterparties to its cash, derivative and other financial instruments and undrawn debt facilities.

Sunrise is exposed to the risk that its counterparties will default on their obligations to Sunrise. Sunrise cannot rule out the possibility that one or more of its counterparties could fail or otherwise be unable to meet its obligations to Sunrise. Any such instance of default or failure could have an adverse effect on Sunrises cash flows, results of operations, financial condition and liquidity. In this regard, (i) Sunrise may incur losses to the extent that it is unable to recover debts owed to it, including cash deposited and the value of financial losses, (ii) Sunrise may incur significant costs to recover amounts owed to it and such recovery may take a long period of time or may not be possible at all, (iii) Sunrise’s derivative liabilities may be accelerated by the default of a counterparty, (iv) Sunrise may be exposed to financial risks as a result of the termination of affected derivative contracts, and it may be costly or impossible to replace such contracts or otherwise mitigate such risks, (v) amounts available under committed
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credit facilities may be reduced and (vi) disruption to the credit markets could adversely impact Sunrise’s ability to access debt financing on favorable terms, or at all.

At 31 December 2025, Sunrise’s exposure to counterparty credit risk included (i) derivative assets with an aggregate fair value of CHF 150.5 million, (ii) trade receivables of CHF 366.2 million and (iii) cash and cash equivalents and restricted cash of CHF 273.2 million. For additional information regarding Sunrise’s debt and derivative instruments, see "Item 18. Financial Statements—Note 23. Borrowings" and “Item 18. Financial Statements—Note 24. Financial Instruments & Risk”.

A goodwill impairment loss could have a material adverse effect on Sunrise’s results of operations and financial position.

As of 31 December 2025, Sunrise had CHF 6.0 billion of goodwill on its balance sheet, recorded primarily as a result of the Sunrise-UPC transaction. Sunrise tests the carrying value of goodwill annually in the fourth quarter or more frequently if any indications exist that goodwill may be impaired during the year. The process of evaluating the potential impairment of goodwill is subjective and requires significant judgment. If Sunrise at any time determines that the carrying value of goodwill exceeds its recoverable amount, it will need to record an impairment loss on its consolidated statement of income or loss, which could have a material adverse effect on Sunrise’s results of operations.

See “Item 18. Financial Statements—Note 3. Material Accounting Policies” for more information about Sunrise’s goodwill accounting policy and “Item 18. Financial Statements—Note 16. Goodwill” for more information about Sunrise’s goodwill.

Sunrise’s pension liability may reduce its cash flows, net assets, distributable reserves and its ability to pay dividends.

Sunrise provides retirement benefits to its employees in accordance with Swiss law by means of a pension plan operated by a pension fund that is a separate legal entity. Such pension plan is deemed to be a defined benefit plan under IFRS. As of 30 June 2025, Sunrise’s pension fund was overfunded and covered approximately 117.1% of Sunrise’s obligations under the pension plan, as determined under the Swiss accounting and actuarial rules applicable to the pension fund. However, there can be no assurance that Sunrise’s pension fund will be overfunded at all times. As of the reporting date for the Annual Report on Form 20-F, the pension fund has not yet disclosed the funding position as at 31 December 2025. Should Sunrise’s pension fund at any time have a significant underfunding according to Swiss actuarial rules, which would typically occur if the funding level drops below 90% as determined under such rules, Sunrise would be obliged to make additional contributions into the pension plan in addition to the regular contributions defined in the pension plan regulations. Any such contributions would divert cash from use for other purposes and may adversely affect Sunrise’s ability to execute its business strategy, finance its capital expenditures and operations, distribute dividends, repurchase its shares or service its debt.

Risks Relating to Industry and Operations

The Swiss telecommunications industry is mature, saturated, competitive and subject to price erosion.

The Swiss telecommunications industry is mature and saturated, with substantially all Swiss individuals receiving one or more telecommunications services. Accordingly, Swisscom, Sunrise and Salt, the primary telecommunications service providers in Switzerland, compete with each other to maintain and expand their respective subscriber base. In broadband, TV and fixed-line telephony, Sunrise also competes with certain municipally-owned entities and public utilities, which may be able to compete more effectively on price than Sunrise as they may not require a normal commercial return. Sunrise also competes against services delivered OTT , which may make certain telecommunications services less attractive to customers or obsolete.

Although ARPUs for telecommunications services in Switzerland have historically been higher than in the EU-15 countries (Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, the Netherlands,
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Norway, Portugal, Spain, Sweden and the United Kingdom) on an absolute basis, the cumulative effect of competitive pressures, coupled with limited potential for differentiation of telecommunications services, exerts downward pressure on prices for Swiss telecommunications services, which has resulted in the introduction of lower-priced brands as well as aggressive promotion campaigns. Sunrise, similar to other industry players, has also responded by beginning to diversify its product and service offerings to include value-added services, such as DaaS offerings and a home security product to residential customers, the launch of “CHmobile” - a new mobile only brand focusing on the lower-priced market segment, as well as cybersecurity, cloud storage and other services to business customers. However there can be no assurance that Sunrise will be successful in developing or commercializing such services or that such services will augment its revenues, earnings or cash flows significantly.

Sunrise may not be able to effectively respond to competitive pressures and could experience higher customer churn, fail to attract new customers or incur substantial costs and investments just to maintain its subscription base. Continued price erosion could require Sunrise to permanently decrease its service prices or offer aggressive promotional prices. In particular, if Sunrise is unable to manage its costs to support service prices that are as or more attractive to customers than the prices of its competitors while remaining profitable, it could have a material adverse effect on its business, revenues, earnings and cash flows.

Sunrise depends on its agreement with Swiss Towers AG for access to the majority of its mobile antenna sites and passive mobile infrastructure.

Sunrise’s access to approximately 54% of its mobile antenna sites and associated passive infrastructure is based on its long-term service agreement with Swiss Towers AG (“Swiss Towers”) which has an initial term of 20 years and may be extended for two additional terms of 10 years each, at Sunrise’s option. If Swiss Towers terminates the agreement in full in accordance with its terms, or if Sunrise terminates the agreement for good cause, Sunrise is entitled to maintain access to such sites and infrastructure by purchasing passive infrastructure and rights to Swiss Towers’ agreements with site owners from Swiss Towers at a discount to their fair market value (as determined in accordance with the agreement), which will vary depending on the circumstances of the termination. Such a purchase and assignment may entail significant expense and cause disruptions in Sunrise’s network, particularly in the case of any delays in the purchase or assignment process. Fixed and mobile infrastructure must generally be placed in specific geographical areas in order for the network to function effectively and efficiently. Accordingly, if such agreement with Swiss Towers were terminated prior to its scheduled expiration or not renewed upon its scheduled expiration and it were impossible or uneconomical for Sunrise to exercise its purchase and assignment right, or if Swiss Towers were unable to fulfill its obligations to Sunrise under the agreement for any reason, it may be difficult or impossible for Sunrise to find suitable replacements in a timely manner, on acceptable terms or at all, which could materially adversely affect Sunrise’s business, including its ability to operate its mobile network and its revenues, earnings and cash flows. See “Item 10. Additional Information—Item 10.C Material Contracts—Swiss Tower Master Services Agreement.”

Sunrise does not own all of its network infrastructure and equipment or the land on which it is constructed.

Sunrise relies on network access agreements, leases and other contracts with third parties for access to, and as a supplement to, certain of its fixed and mobile infrastructure. Sunrise supplements its owned fixed HFC network with network access agreements with Swisscom and municipal utility companies. Sunrise also enhances its mobile network coverage through an antenna-sharing agreement with Salt. All such agreements are referred to herein as “supplemental network agreements.” See “Item 4. Information on the Company—Item 4.D Property, plants and equipment.”

Sunrise’s supplemental network agreements may not be renewed or may be terminated in certain customary circumstances, such as for cause. The counterparties to the supplemental network agreements are Sunrise’s competitors. With the exception of Swisscom’s copper network, to which Swisscom is legally required to provide access at regulated prices, such counterparties are not required to contract with Sunrise on any particular terms or at all and, subject to compliance with applicable competition and other laws, there can be no assurance that they will continue to do so, particularly if doing so becomes competitively disadvantageous for them. Further, any difficulties or delays in interconnecting with other networks and services, or the failure of any operator to provide consistently reliable interconnection or other services to Sunrise, could adversely affect the reliability, coverage and quality of
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Sunrise’s networks. In case of termination, non-renewal or cessation of services under all or a substantial portion of supplemental network agreements, Sunrise may be required to incur capital expenditures in order to construct its own infrastructure and it may become competitively disadvantaged if its counterparties contract with its competitors but not with Sunrise.

Additionally, some of the equipment used in Sunrise’s fixed and mobile network is installed on private premises. Sunrise’s ability to conduct maintenance and upgrades or construct new equipment on such premises is subject to the property rights of the landowners. Disputes with these private landowners or legal proceedings involving their property may subject such equipment to encumbrances or cause it to be inaccessible, which could adversely affect Sunrise’s ability to operate its fixed and mobile network.

Any of the foregoing could lead to disruptions of Sunrise’s fixed and mobile networks or loss of network coverage, which could lead to a loss of subscribers, damage to Sunrise’s reputation (especially among business customers, who generally have higher service expectations) and otherwise materially adversely affect Sunrise’s business, revenues, earnings and cash flows. Disputes with counterparties to the foregoing contracts have also arisen in the past, and may in the future arise, and a failure of such disputes to be resolved without disruption to ongoing services may have similar consequences.

The telecommunications industry is significantly affected by technological changes, and Sunrise may not be able to effectively anticipate or react to these changes.

The telecommunications industry has historically been, and continues to be, significantly affected by technological changes in a variety of ways. Among other impacts, these changes may:

enable improved telecommunications products and services, as in the case of FTTH broadband connectivity that is becoming increasingly attractive to customers because it offers higher download speeds;
make certain telecommunications services less attractive to customers or even obsolete, as in the case of OTT services which continue to erode traditional TV, SMS and voice connectivity and embedded subscriber identity module technology that is eroding mobile roaming revenues; or
enable improved quality and efficiency of certain operational or customer-facing processes, as in the case of artificial intelligence (“AI”) technologies used to optimize network operations or to automate and improve customer service.
Sunrise’s revenues, earnings, cash flows and profitability depend on its ability to timely adopt and successfully integrate new technologies to expand or improve its existing product and service offerings, proactively identify new revenue streams and improve cost efficiencies in its operations, all while meeting evolving customer expectations and regulatory requirements. It may also not receive the necessary licenses or meet the regulatory requirements to provide services based on new technologies and be negatively impacted by unfavorable regulation regarding the usage of any new technologies. If customers begin demanding new features or technologies adopted by one or more of Sunrise’s competitors, particularly if these competitors choose to emphasize the features or technology in their marketing, but Sunrise is unable to offer such features or technologies, Sunrise’s revenues, earnings and cash flows may be adversely affected unless and until it is able to offer such features or technologies.

Certain of Sunrise’s existing competitors or potential new entrants may have advantages over Sunrise in adopting certain new technologies. For example, Swisscom, due to its market position and financial capabilities, has the ability to create new market standards on a large scale in Switzerland by quickly introducing new advanced technologies. In addition, certain of Sunrise’s technology systems, like the systems of its current major competitors, are older, legacy systems that are less flexible, secure or efficient, and they may be difficult, expensive or impossible to integrate with new technologies. Sunrise may accordingly be disadvantaged in the implementation of new technology relative to new entrants or other competitors that have fewer or no legacy systems. Sunrise has experienced challenges with integrating new technology systems in the past, including in connection with the Sunrise-UPC transaction, and it is possible that it may experience such challenges in the future.
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Sunrise’s failure to innovate, maintain technological advantages or respond effectively and timely to changes in technology could have a material adverse effect on its business, revenues, earnings and cash flows.

Any new technologies that Sunrise develops or adopts may not yield a positive return and may have unanticipated adverse consequences.

At the time Sunrise selects and advances one technology over another, it may not be possible to accurately predict which technology may prove to be the most economical, efficient or capable of retaining and attracting customers or stimulating subscription for and use of Sunrise’s products and services. Sunrise may therefore develop or implement a technology that does not meet customer expectations or achieve commercial success despite significant investment by Sunrise. For example, there can be no assurance that Sunrise’s investments in 5G SA active mobile infrastructure would be offset by revenues generated by services it can provide using such infrastructure.

New technologies developed or adopted by Sunrise may also be incompatible with other newly developed technologies or may lead to unintended consequences, controversies or regulatory scrutiny, which could adversely affect Sunrise’s reputation, brand equity, business and customers. For example, AI technology is in its early stages of commercial use and presents a number of risks, including risks related to lack of accountability and explainability, reliance on large volumes of data, cybersecurity, data practices and intellectual property. AI algorithms are based on machine learning and predictive analytics that may lead to unintended consequences, including generating “hallucinatory” content that is inaccurate, misleading or otherwise flawed, or resulting in outcomes that are biased or discriminatory. Using AI successfully, ethically and as intended requires significant resources, including the technical expertise required to develop, test and maintain AI-based services, as well as establishing and maintaining a robust AI governance framework. Further, an increasing number of countries are adopting content moderation and AI-specific regulations, including in particular in the European Union. Such regulations, including the EU Artificial Intelligence Act and its sanctions provisions, may apply extraterritorially to companies operating in Switzerland, including Sunrise. Switzerland does not yet have specific laws regulating AI, but AI may be subject to existing Swiss laws, including data protection law, criminal law and telecommunications law. On 12 February 2025, the Swiss Federal Council announced that it intends to regulate AI by implementing the Council of Europe's AI Convention in Switzerland, but through tailored sector-specific amendments to existing laws rather than by adopting a new horizontal AI regulation such as the EU Artificial Intelligence Act. The Swiss AI regulation is expected to be available as a draft for public consultation by the end of 2026.

Sunrise’s brands are subject to reputational risks and impairment.

Sunrise’s owned and licensed brands are valuable assets. A failure by Sunrise to, among other things, maintain its premium Sunrise brand image, product and service quality, the reliability of its networks, customer service quality or compliance with applicable regulations and stakeholder expectations about Sunrise’s ESG activities could damage the value of its brands.

In addition, Sunrise’s brands may be harmed by events or parties outside of its control, such as cyberattacks or improper conduct by third parties who interface with Sunrise’s customers, such as contracted customer service providers. This risk is particularly increased due to Sunrise’s reliance on sponsorships and endorsements to promote its premium brand image. It is possible that Sunrise’s brand reputation may be damaged by the conduct of those sponsors. Furthermore, some of Sunrise’s brands, such as Lebara, are trademarks that Sunrise licenses from third parties. Because Sunrise does not control the trademarks licensed to it, the reputation of such brands could be damaged by changes made by the licensors to such brands or their business models, as well as other factors outside of Sunrise’s control, which could in turn adversely affect Sunrise’s reputation, sales and results of operations.

A failure to protect Sunrise’s image, reputation and the brands under which Sunrise markets its products and services may have a material adverse effect on Sunrise’s business, revenues, earnings and cash flows.

Sunrise’s network infrastructure and IT systems are vulnerable to damage and disruptions.

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Sunrise’s data centers and technical sites, which house many of its critical systems, owned and accessed third-party network infrastructure, as well as its data hosting and processing facilities and hardware supporting certain sophisticated IT systems, are vulnerable to damage and disruptions from numerous events beyond Sunrise’s control, including fire, flood, extreme temperatures, windstorms and other natural disasters, power outages, terrorist acts, lack of electric supply, equipment and system failures, hardware and software failures, security vulnerabilities, human errors and third-party criminal acts, including theft, cyberattacks and other breaches of network and IT security. While Sunrise’s data centers and technical sites are generally distributed across Switzerland, two key data hosting facilities are located within approximately 15 kilometers of each other, and some are located in areas that are vulnerable to certain natural disasters. While Sunrise has implemented disaster recovery and business continuity plans designed to prevent, detect and mitigate such disruptions or damages, these plans, or any similar plans implemented by owners of networks that Sunrise has contracted to access, may not be sufficient to protect against disruption if any of the above-mentioned events occur and there can be no assurance that Sunrise will be able to recover all data in the event of a catastrophe. In addition, changes in temperature, precipitation patterns and other factors associated with climate change may exacerbate the frequency and severity of the above-described natural events. The occurrence of network or IT system failures and business interruptions could harm Sunrise’s reputation and brand equity, limit Sunrise’s ability to maintain and expand its subscriber base, cause Sunrise to incur significant expenditures, result in regulatory sanctions or otherwise have a material adverse effect on Sunrise’s business, operations, revenues, earnings and cash flow.

Sunrise’s business may be adversely affected by opposition to construction or installation of passive and active mobile infrastructure.

The Swiss telecommunications industry has experienced opposition to construction or installation of passive and active mobile infrastructure, especially 5G infrastructure, including as a result of alleged health risks such as from non-ionising radiation, security and environmental concerns. As a result of such opposition, Swiss telecommunications service providers, including Sunrise, have faced, and may continue to face, disputes and negotiations in connection with the construction of or upgrades to individual mobile antennas. Individuals and activist groups have protested and filed legal actions against or related to building permits required to construct or upgrade such antennas. Sunrise has been, and may in the future continue to be, from time to time, party to such proceedings. For example, Sunrise is subject to evolving regulatory requirements for mobile antenna upgrades, including adaptive 5G technology. While previous challenges to simplified permitting procedures have been addressed and new processes are now in place, changes in regulatory interpretation or new rulings may still require adjustments to existing filings. The risk remains that future decisions in the area of mobile networks, particularly adaptive 5G technology, could require additional permit submissions or, in certain cases, temporary partial deactivation of specific antenna features. Telecommunications network infrastructure sites are also subject to the risk of protests, vandalism and other forms of sabotage or activism, which have occurred on Sunrise’s sites in the past and may occur in the future.

Any of the foregoing could require Sunrise to incur substantial capital expenditures, delay the construction or upgrades of its networks (including the rollout of 5G active mobile infrastructure), result in adverse regulatory developments caused by pressure from political parties or activist groups and otherwise have a material adverse effect on Sunrise’s business, revenues, earnings and cash flows.

Risks Relating to Media Rights and Content Distribution

Sunrise’s business activities include the acquisition and distribution of media rights, which are subject to regulatory review and competition law considerations. Changes in the regulatory environment or legal challenges may impact Sunrise’s ability to secure, retain, or commercially exploit such rights. For example, Sunrise recently secured exclusive broadcasting rights for Swiss National League ice hockey until 2035 through a competitive tender process. This long-term agreement has been challenged before the Swiss Competition Commission, and future regulatory decisions could require modifications to the contract or a re-tendering of rights. Such outcomes may affect Sunrise’s media strategy, limit the commercial benefits of the agreement, or result in changes to related revenues. In addition, sublicense and sponsorship agreements entered into for this term could give rise to claims for non-performance or damages if Sunrise’s broadcasting rights are revoked or materially restricted as a result of regulatory or legal action.
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Risks Relating to Customer Base and Contracts

If Sunrise is unable to successfully manage its customer attraction and churn, its revenues and cash flows may be reduced.

Sunrise’s ability to attract and retain customers depends on many factors, including, among others, its ability to offer competitive product and service offerings at competitive prices, provide customers access to the latest mobile devices and other technologies, convince customers to switch from competing operators or stay with Sunrise despite competing offers, maintain or improve its brand equity and customer service and protection, maintain or improve the reliability, coverage and functionality of its fixed and mobile networks and IT systems, increase converged subscriptions and develop, maintain or improve its published customer satisfaction ratings and successfully market a portfolio of value-added products and services. The various measures Sunrise has taken or may in the future take to reduce churn, including customer loyalty programs, value-added services, brand investments and customer experience improvement initiatives, may require substantial investment but may not reduce the rate of customer churn. Sunrise’s ability to retain subscribers is especially limited in the case of subscriptions which are prepaid or cancellable at any time by the subscriber. As of 31 December 2025, approximately 58% of Sunrise’s subscribers were not subject to active fixed-term contracts or device plans with Sunrise, allowing them to terminate their services at their option at any time without contractual penalties.

If Sunrise is unable to successfully manage customer attraction and churn, its subscriber base will decrease, which would decrease its revenues and cash flows unless Sunrise is able to offset a decrease in its subscriber base with an increase in ARPUs, which could have a material adverse effect on Sunrise’s business, revenues, earnings and cash flows.

The legal relationships between Sunrise and its customers are generally based on standard contracts and forms; any errors in the documentation could therefore affect a large number of customer relationships.

Sunrise maintains contractual relationships with its customers. The administration of these relationships requires the use of general terms and conditions as well as various standard contracts and forms with a large number of individual customers. As a result, ambiguities or errors in the formulation or application thereof present a significant risk due to the large number of such documents that are executed. In light of legislative actions and judicial decisions that continue to develop, it is possible that not all of Sunrise’s general terms and conditions and standard contracts and forms will comply at all times with applicable legislation in Switzerland or be enforceable if legally challenged. For example, certain of Sunrise’s contracts provide for inflation linked mid-term service price increases. Certain Swiss consumer protection organizations have publicly opposed such clauses. On 17 June 2024, Stiftung für Konsumentenschutz, a Swiss consumer protection agency, commenced legal proceedings against Sunrise alleging that inflation-linked mid-term service price increase clauses in its consumer contracts are unenforceable. Although Sunrise has not to date implemented any price increases pursuant to such clauses, if such clauses are held to be unenforceable, it would limit Sunrise’s future ability based on such clause to offset the impact of inflation on its operating costs with subscription revenues. In such a case, Sunrise could only raise its prices by means of a unilateral contract amendment granting the customer an extraordinary right of cancellation. Should problems of application or errors occur, or should individual provisions or entire contracts or agreements become or be held invalid, numerous customer relationships could be affected as a result of Sunrise’s use of standard contracts and forms, leading to significant adverse consequences. Any such problems could have a material adverse effect on Sunrise’s reputation, business, revenues, earnings and cash flows.

If Sunrise fails to maintain or improve its customer service channels, Sunrise’s ability to maintain and grow its subscriber base could be materially adversely affected.

Sunrise’s customer services interactions occur primarily through its call centers, digital touchpoints and retail locations. If Sunrise fails to maintain a consistently high level of customer service, or a market perception develops that it does not maintain high-quality customer service, this could adversely affect its ability to maintain and increase its subscriber base or increase the cost of doing so, any of which could have a material adverse effect
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on Sunrise’s business, revenues, earnings and cash flows. Sunrise could be unable to maintain consistently high quality customer service for a number of reasons, some of which are beyond its control, including, among others: increases in the volume of customer interactions resulting from, for example, new offerings or initiatives; inability to attract, train and retain qualified customer service employees; failures in IT systems; failure of customer service innovations, such as chatbots and digital self-service portals, to operate as expected or be accepted by Sunrise’s customers; and cyberattacks, natural disasters, public health crises and other events causing business disruptions.

Failure to perform on major or high-value contracts could adversely affect Sunrise.

Sunrise has several major, complex and high-value government, national and multinational customer contracts, as well as long-term contracts for the provision of wholesale connectivity, international roaming services and MVNO services. Such contracts generally include minimum service quality and reliability commitments which Sunrise may be unable to meet due to a number of factors, including the ones described elsewhere herein, some of which may be beyond its control. Sunrise’s failure to meet its contractual commitments or otherwise meet the needs and expectations of such customers could lead to a termination or reduction in scope of such contracts, which would adversely affect Sunrise’s revenues, earnings and cash flows and could damage its reputation and brand equity. The revenue arising from, and the profitability of, these contracts is subject to a number of factors, including, among others: variation in cost, achievement of cost reductions anticipated in the contract pricing, delays in the achievement of agreed milestones owing to factors some of which may be outside Sunrise’s control, changes in customers’ needs, customers’ budgets, strategies or businesses, penalties for failing to perform against agreed service levels and the performance of Sunrise’s suppliers. Any of these factors could make a contract less profitable or even loss-making. Failure by Sunrise to manage and meet its commitments under these contracts or failure by customers to renew such contracts, as well as changes in customers’ requirements, their budgets, strategies or businesses, may lead to a reduction in Sunrise’s expected future revenues, earnings and cash flows under such contracts, which could have an adverse effect on its business and aggregate revenues, earnings and cash flows.

Risks Relating to Partners, Employees and Other Third Parties

Sunrise relies on third-party suppliers for certain of its products and services and outsources certain of its operations.

Sunrise relies on third-party vendors for equipment, services, TV content, managed solutions and software that Sunrise uses in order to provide services to its customers, as well as for certain of its operations, including the maintenance of its networks, logistics, IT operations, development and testing services and significant parts of its call centers. Sunrise has experienced, and may in the future experience, interruptions in the supply of products and services from third parties for a number of reasons many of which are beyond its control, including various operational risks applicable to its suppliers, including labor shortages, global conditions, natural disasters, security vulnerabilities, human errors and third-party criminal acts. For example, Sunrise’s supply of mobile devices was adversely impacted by the worldwide chip shortage in 2020 and 2021 and Sunrise also experienced supply delays associated with global supply chain disruptions driven by geopolitical challenges and the COVID-19 pandemic. Sunrise has also experienced decreases in sales volume and reductions in service quality due to shortages of skilled personnel experienced by its customer service and sales outsourcing partners.

Certain of Sunrise’s agreements with suppliers may be short-term and terminable upon relatively short notice or for good cause under Swiss legal principles governing indefinite and long-term contracts (for example, if continuation of the agreement is, in good faith, unacceptable to the terminating party for any reason). The renewal of such agreements at expiry may require the renegotiation of certain terms thereof, and the outcome of renegotiations may be unfavorable to Sunrise. Some of Sunrise’s supply agreements require Sunrise to purchase minimum quantities of products, which may require Sunrise to purchase product inventory which it may not be able to resell within a reasonable time or at all. Last, pursuant to limitations in certain of its contracts, Sunrise may not recover all direct and indirect damages, including lost revenue and lost profit, that it may experience if its suppliers do not perform their contracts in a satisfactory manner or at all.

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Sunrise has decreasing visibility and influence over supplier practices the further upstream the supplier is. Any actual or alleged breaches of the conduct required of Sunrise vendors, or any applicable laws or regulations, by an upstream supplier of Sunrise may result in reputational damage, costs of investigation, supply disruption and loss of customers.

If for any reason Sunrise is unable to source sufficient amounts of required equipment, services, TV content and software from its suppliers on acceptable terms or at all, Sunrise may be unable to provide products and services to its customers and fulfill its contractual commitments to them, which could reduce customer satisfaction levels; lead to network disruptions; lead to a loss of subscribers; damage its reputation; be subject to penalties, disputes and litigation; and otherwise have an adverse effect on its business, revenues, earnings and cash flows.

If Sunrise fails to maintain or expand its distribution channels, Sunrise’s ability to maintain and grow its subscription base could be materially adversely affected.

Sunrise relies on its website, mobile applications, call centers, sales representatives, retail locations and third-party distributors and partners to generate sales and sales leads. Sunrise’s website, mobile applications, call centers and other digital sales channels, as well as IT systems supporting nondigital sales channels, are vulnerable to outages and other disruptions. Sunrise may not be able to secure new or renew existing retail location lease contracts on favorable terms or at all, and it may be unable to recoup costs of opening new locations if they do not generate sufficient revenue for any reason. Sunrise’s third-party distributors may generally terminate their contracts with Sunrise at any time upon three to six months’ notice or become unable to perform their obligations due to insolvency, financial distress or as a result of a merger or change in ownership. Such distributors may also have relationships with Sunrise’s competitors and may choose to promote competitors’ services more actively, particularly if Sunrise’s competitors are able to offer them better incentives than Sunrise. Competitors may be able to secure larger third-party distribution networks than Sunrise or vertically integrate with Sunrise’s distributors, enabling them to generate more sales than Sunrise. If Sunrise fails to maintain and expand its distribution channels, this could have a material adverse effect on Sunrise’s business, revenues, earnings and cash flows.

The loss of key personnel or employees may have an adverse impact on Sunrise.

The successful execution of the Sunrise strategy depends in part on the ability to attract, develop and retain key personnel. There is high demand and strong competition for experienced and appropriately skilled personnel in the technology sector. In addition, there is increased scrutiny on companies’ diversity, equity, and inclusion initiatives. There can be no assurance that Sunrise will be able to continue to attract, develop and retain the qualified personnel needed and who bring the opportunities and benefits associated with diverse backgrounds, experiences, and skill sets.

Sunrise may from time to time be subject to employment litigation.

As of 31 December 2025, 63% of Sunrise’s workforce in Switzerland was covered by a collective employment contract (CEC) with Syndicom, a Swiss trade union, which came into force on 1 January 2022. An update of the CEC with Syndicom was negotiated in 2025 and came into effect in January 2026. The CEC will remain in force until 31 December 2028 and any changes must be subject to mutual agreement. The most senior 37% of employees, including the Executive Committee, are employed under the Terms and Conditions of Employment (TCE), which was also updated during the reporting year. Both the CEC and the TCE set out, among other things, termination, holiday and leave, remote work, flexible time, training, insurance and other employee rights and obligations.Future changes related to the latest agreements would require mutual consent, butcould result in higher personnel or other costs, as well as increased operational restrictions. A failure to reach an agreement on certain key issues could result in strikes, lockouts or other work stoppages, which could further increase Sunrise’s labor costs and operating restrictions, which could in turn adversely affect Sunrise’s business, revenues, earnings and cash flows.

Sunrise has conducted and may in the future conduct reductions in workforce. If Sunrise fails to adhere to the requirements articulated by Swiss employee protection laws, especially in connection with workforce reductions, it could face legal actions brought by affected current or former employees, and Sunrise may incur losses and
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experience damage to its reputation (especially as an employer), any of which could adversely affect Sunrise’s business, revenues, earnings and cash flows.

If Huawei is ever prohibited from operating in Switzerland, or Huawei’s equipment is prohibited from being used in Switzerland, Sunrise would be required to incur substantial additional expenses.

Most of Sunrise’s existing active mobile infrastructure has been sourced and installed by Huawei and Sunrise plans to rely on Huawei for equipment procurement and installation in the future. In addition, Huawei operates and maintains Sunrise’s mobile network and a part of its fixed network. In December 2023, the Swiss Federal Department of Environment, Transport, Energy and Communications was tasked with presenting a draft revision of the Telecommunications Act (Fernmeldegesetz of 1997, as amended) (the “Telecommunications Act”) that would implement measures to reduce geopolitical risks associated with the development of 5G infrastructure and otherwise strengthen the security of telecommunications and digital infrastructure, including by prohibiting high-risk vendors from providing equipment or network services to Swiss telecommunications providers. The draft is expected to be published in Spring 2026. Such a revision, if implemented, could entitle the regulator to require Sunrise to cease contracting with those deemed to be high-risk vendors.

If Huawei is determined to be a high-risk vendor, Sunrise may be required to remove and replace all or part of the Huawei equipment that is currently in use in its mobile network, which would require significant capital expenditures and time to complete and may result in mobile network disruptions (which could be prolonged) or a reduction in mobile network quality or coverage. In addition, Sunrise may be required to contract with one or more vendors instead of Huawei to maintain and operate its mobile and part of its fixed network, which is likely to result in an increase in the price for such services and may result in a reduction in service quality. Any of the foregoing could cause Sunrise to lose subscribers, damage its reputation, adversely affect its ability to maintain, operate and expand its mobile network and otherwise materially adversely affect Sunrise’s business, revenues, earnings and cash flows.

In addition, even if Huawei is not banned in Switzerland, the continued use of Huawei equipment and technology within Sunrise’s network could have a negative impact on Sunrise’s reputation if customers perceive Huawei equipment to be less secure than the equipment sourced from other providers or otherwise come to view businesses that partner with Huawei unfavorably, particularly if Sunrise’s competitors choose to emphasize this in their marketing communications.

Sunrise is subject to the risk of fraudulent or otherwise improper behavior by its customers, distribution partners, suppliers, employees and others, which Sunrise’s risk management and internal controls may not prevent or detect.

Sunrise is subject to the risk of fraudulent or improper behavior by its customers, distribution partners, suppliers, employees and others with whom Sunrise deals, as well as parties unrelated to Sunrise. Sunrise’s processes and internal controls may be insufficient to effectively prevent or detect inadequate practices, fraud and violations of law or Sunrise’s policies by its subsidiaries, intermediaries, employees, outsourced staff, directors and officers. Sunrise may be exposed to the risk that such persons receive or grant inappropriate benefits or generally use corrupt, fraudulent or other unfair business practices. In addition, employees could use Sunrise’s information, confidential customer information or other confidential information provided by third parties to Sunrise for personal or other improper purposes, as well as misrepresent or conceal improper activities from Sunrise. Sunrise has from time to time experienced, and may in the future experience, employee fraud, such as cash and inventory theft and sales commission fraud, as well as employee errors and other actions that could subject it to financial claims for negligence or otherwise as well as regulatory actions.

Fraudulent or improper behavior could result in loss of business or revenue, increased costs, harm to Sunrise’s reputation and brand equity, as well as litigation and financial losses resulting from the need to reimburse customers or business partners or fines or other regulatory sanctions. Any of the foregoing could have a material adverse effect on Sunrise’s business, revenues, earnings and cash flows.

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Risks Relating to Regulation and Tax

Sunrise is subject to extensive regulation and has been, and may in the future be, adversely affected by changes in laws, regulations or policy.

Sunrise operates in an extensively regulated industry with a limited number of competitors. Should regulatory authorities find that Sunrise is “dominant” in any market in which it operates or that it has engaged in anti-competitive practices, it may be subject to increased regulation (including regulation of its service prices), as well as changes in its business practices prompted by regulators or activists. Potential changes in laws and regulations include but are not limited to further liberalization of the access regime; the abolition of international roaming tariffs; and the introduction of levies on internet access subscriptions in order to compensate rights holders for copying and transmitting of protected works. To date, Swiss telecommunications regulators have generally refrained from regulating the industry as heavily as it is regulated in the European Union, including with respect to customer pricing and wholesale access to fibre networks. Should this regulatory approach change, Swiss telecommunications companies, including Sunrise, may be subject to lower revenues and margins, higher compliance costs and restrictions on certain operations and business practices. If the Swiss authorities regulate wholesale access to fixed fibre networks and require owners of such networks to provide wholesale access to all telecommunications companies at regulated prices, this could reduce any competitive advantage that Sunrise may have by virtue of its contractual wholesale access relationships.

Sunrise is also subject to a variety of other laws and regulations, including those related to anti-corruption and bribery, environment, health and safety. Sunrise is currently conducting and may in the future have to conduct, or be the subject of, investigations related to contamination at its infrastructure sites. Batteries and diesel generators at certain of its antenna sites may cause spills resulting in contamination of the environment. Sunrise has also experienced and may in the future experience accidents or incidents affecting the health, safety and well-being of its employees and third parties, particularly at certain of its infrastructure sites.

Failure to comply with any regulation may result in investigations, enforcement actions, fines and other penalties, restrictions on operations and business practices, reputational damage, loss of subscribers, litigation and other adverse impacts on Sunrise’s business, revenues, earnings and cash flows. Changes in laws, regulations or governmental policy or the interpretation or application of laws or regulations affecting Sunrise’s activities and those of its competitors could significantly increase Sunrise’s regulatory compliance costs, restrict Sunrise’s operations, cause it to incur significant expenses or consume significant time and resources.

Sunrise may also be indirectly affected by international regulatory frameworks applicable to its B2B customers, such as the EU’s Digital Operational Resilience Act (DORA), which requires Sunrise as a provider to meet stringent security and resilience standards. This could lead to additional contractual obligations, compliance costs, and operational adjustments for Sunrise.

Sunrise requires spectrum allocations as well as other licenses and permits, to deliver services to its subscribers.

Sunrise requires spectrum allocations, microwave, network and broadcasting licenses and building permits and other licenses to operate its business. Sunrise’s spectrum allocations in particular are required to enable Sunrise to deliver mobile services. Spectrum allocations are issued for a limited time and new allocations must be obtained upon expiration or to support additional traffic on the network or deploy new mobile network technologies. There can be no assurance that Sunrise will be able to obtain such allocations on the same terms, for the same type and amount of spectrum, or at all. To the extent that Sunrise is for any reason unable to renew a substantial portion of its spectrum allocations upon expiry or otherwise, it will be able to continue operating its mobile network, but the service quality will decline, with users experiencing lower voice connection quality, dropped calls, slower mobile data speeds, reduced geographic network coverage or other adverse impacts on connectivity, which could cause Sunrise to lose existing subscribers or limit its ability to attract new ones. While Sunrise is unable to reliably estimate the impact of such a service quality decline on its subscriber base, revenues, earnings and cash flows, such impact could be material. Obtaining spectrum allocations upon expiry thereof or if new allocations are required also requires significant expense. See “Item 3D. Risk Factors—Risks Relating to Sunrise’s Financial Position—The
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expenditures required to renew the portion of Sunrise’s spectrum expiring in 2028 are uncertain but may be significant.” Sunrise’s spectrum allocations could also be revoked by the relevant regulatory authority, without reimbursement of the license fees paid by Sunrise, if Sunrise experiences, among other things, changes in factual or legal circumstances.

In addition, Sunrise’s mobile network is supported by a significant number of antenna sites, which must generally be located in specific geographical areas in order to ensure appropriate mobile network coverage. Sunrise and network operators whose antenna sites Sunrise accesses require various building and other permits to construct and upgrade equipment at such sites. Delays in or failure to secure such permits could lead to delays in construction and activation of antenna sites.

If Sunrise is unable to maintain, renew existing or secure new licenses, permits and other authorizations necessary to operate its business now or in the future, it may have to cease certain of its operations or services and may be unable to maintain its existing subscribers or attract new ones, any of which could have a material adverse effect on its business, revenues, earnings and cash flows.

Sunrise may be subject to financial risks related to tax compliance.

Sunrise and its affiliates are subject to corporate income taxes, dividend withholding taxes as well as non-income-based taxes, such as stamp duties and value-added tax in Switzerland, the Netherlands (due to the jurisdiction of incorporation of Sunrise’s financing holding company), Portugal (due to certain customer service activities conducted by Portugal-based personnel) and certain other jurisdictions (due to certain international services and other activities). Tax regulations are complex and evolving, and significant judgment, for example with respect to transfer pricing, is required to determine Sunrise’s tax liabilities. In the fourth quarter of 2024, Sunrise reached a pre-final settlement with the Canton Zurich tax authority regarding the previously disclosed tax audit for fiscal years 2019 to 2021 performed during 2024. The pre-final settlement figure agreed covered fiscal years 2019 to 2024 and amounted to approximately CHF 60 million. As a result, Sunrise recognized significant prior year taxes in the fiscal year 2024, which is being settled via amended returns on a cantonal basis largely during 2025 (CHF 26 million ) and 2026 (CHF 34 million ). Tax Audit adjustments for prior years will result in the utilisation of the historic net operating losses and Sunrise has become a full taxpayer already in FY-2025 (tax expense) with an effective rate of approximately 17%. Any changes in the assumptions underlying the expense or the final resolution with the tax authorities, once available, could result in adjustments to the recognized tax provisions in future periods. Sunrise may be subject to tax audits in the future. In connection with the current and any future tax audits, tax authorities may challenge and disagree with Sunrise’s judgments with respect to transfer pricing or otherwise and assess additional taxes and related penalties against Sunrise in amounts which may be material, as well as require Sunrise to make different judgments in the future. Sunrise may be required to engage in litigation to challenge any such assessments, which may be costly and distracting to management even if its outcome is favorable. Any of the foregoing could have a material adverse effect on Sunrise’s business, earnings and cash flows.


Risks Relating to Intellectual Property and Cybersecurity

Sunrise may be subject to intellectual property infringement claims by others and may be unable to adequately protect its own intellectual property rights.

Sunrise uses technologies that are or may be protected by third parties’ rights, including in its CPE, network infrastructure, mobile devices sold to customers and its IT systems, and third parties may allege that Sunrise has infringed their intellectual property rights with respect to such technologies, which may result in litigation. Sunrise’s own proprietary intellectual property consists primarily of its trademarks and copyrighted software. Sunrise has in the past commenced, and may in the future be required to commence, trademark infringement proceedings against third parties to enforce and protect its trademarks, and it may in the future be required to commence proceedings to protect its copyrighted software. Any intellectual property litigation or proceeding could be costly and divert management resources from the business, regardless of outcome. An unfavorable decision could result in the loss of Sunrise’s proprietary rights, which may require Sunrise to pay additional licensing and royalty
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fees which may be significant, particularly if the infringement affects products or services deployed among a large portion of its customers.

In addition, Sunrise incorporates open-source software in its software and systems and expects to continue to do so in the future. Open-source software is generally freely accessible, usable and modifiable. Pursuant to open-source licenses, Sunrise may be required to offer its proprietary software that incorporates the open-source software for no cost, release source code for modifications or derivative works it created or license such modifications or derivative works under the terms of the open-source license. If an author or other third party that distributes open source software that Sunrise uses were to allege that Sunrise had not complied with open source software licenses, Sunrise could incur significant legal expenses defending against such allegations and could be subject to significant damages, including being enjoined from offering the components of its software that contains the open source software and being required to comply with the conditions of the license, which could disrupt its ability to offer the affected software and require it to devote additional resources to change its products. Sunrise could also be subject to proceedings by parties claiming ownership of what Sunrise believes to be open-source software, which may be costly to defend. Additionally, usage of open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide updates, warranties, support, indemnities, assurances of title or controls on origin of the software, and are provided on an “as-is” basis. Likewise, some open-source projects, which are also provided on an “as-is” basis, have known security and other vulnerabilities and architectural instabilities, or are otherwise subject to security attacks due to their wide availability, and are provided on an “as-is” basis.

Sunrise’s and third-party IT systems are vulnerable to security breaches and cyberattacks.

Sunrise’s success depends, in part, on the continued and uninterrupted performance of its IT and network systems, including its fixed and mobile network components, internet sites, data hosting and processing facilities and other hardware, software and technical applications and platforms, as well as Sunrise’s customer service centers. Some of these systems and facilities are managed, hosted, provided or used by third-party providers or their vendors. Sunrise’s and its third-party providers’ systems and equipment, and CPE that Sunrise provides to its customers, are subject to disruptions, security breaches, cyberattacks, malicious human acts, human errors and security flaws. Sunrise has from time to time been the target of cybersecurity attack attempts and expects to be subject to similar attacks in the future. Security breaches or cyberattacks from any source could cause significant disruptions to Sunrise’s or its third-party providers’ operations, require Sunrise to incur significant costs and materially adversely affect Sunrise’s business, revenues, earnings and cash flows.

Sunrise and its third-party service providers may not be able to anticipate, detect or respond in an adequate and timely manner to attempts to obtain unauthorized access to, disable or degrade Sunrise’s or its third-party service providers’ systems. In some cases, anticipation, detection and response efforts may depend on third parties who may not deliver products or services to Sunrise that meet the required contractual standards due to error, defect, delay, outage or for another reason beyond Sunrise’s control. In addition, cyberattack techniques are becoming increasingly complex, sophisticated and difficult to promptly detect. Employees working from home as a response to public health emergencies, epidemics, pandemics or other factors and longer-term shifts towards remote or hybrid work may increase cybersecurity risks, mainly due to increased attack surface when not working from a protected office site. The risk of cyberattack may also be heightened in the context of ongoing conflicts and in response to sanctions imposed, such as increased cyberattacks associated with the Russia-Ukraine conflict. Given its critical status, telecommunication infrastructure, including the infrastructure operated by Sunrise or its third-party providers, is at heightened risk of physical or cyberattacks by nation states, terrorist or other groups. The changing cybersecurity landscape could require Sunrise to devote significant resources to prevent, detect and mitigate the impact of cybersecurity attacks or any other type of security breaches.

Sunrise’s cyber liability insurance, which provides third-party liability and first-party liability insurance coverage, may not be sufficient to protect against all of Sunrise’s businesses’ losses from any future disruptions or breaches or other events as described above. Costs for insurance may also increase as a result of increased threats, and certain insurance coverage may become more difficult or impossible to obtain.

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Sensitive personal data could be subject to misappropriation, misuse, leakage, falsification or accidental release or loss of information, and Sunrise may fail to comply with data protection legislation or appropriate practices.

Through Sunrise’s operations, sales and marketing activities, Sunrise and its third-party providers collect and store a large amount of personal information related to Sunrise’s customers. This may include phone numbers, e-mail addresses, ID card numbers, contact preferences, personal information stored on electronic devices and payment information, including credit and debit card data. Sunrise also gathers and retains information about its employees in the normal course of business. In specific cases, Sunrise may share this personal information with third-party service providers that assist with or operate certain aspects or areas of Sunrise’s business.

The confidentiality or integrity of the data held by Sunrise or its third-party providers could be compromised by, among other things, unauthorized access, misappropriation, misuse, leakage, falsification or accidental release or loss. Sunrise has experienced data breach incidents in the past and may experience them in the future. A compromise of the confidentiality or integrity of Sunrise’s data could lead to regulatory fines and other sanctions, litigation, significant costs required to remedy breaches, damage to Sunrise’s reputation and brand equity, disruptions in Sunrise’s operations and otherwise have a material adverse effect on its business, revenues, earnings and cash flows.

Sunrise is subject to laws regarding the protection, privacy and security of personal information, such as the Swiss Federal Act on Data Protection (Bundesgesetz über den Datenschutz of 25 September 2020 (Status as of 1 September 2023)) (the “Federal Data Protection Act”) and -in specific cases - Regulation (EU) 2016/679 (General Data Protection Regulation, or “GDPR”), and expects the regulatory landscape to continue to evolve. Data protection laws may impose restrictions on data practices which may necessitate changes to Sunrise’s operations, impact operational efficiency, prevent the application of certain marketing and sales initiatives and result in increased regulatory and compliance costs. Also, compliance with data privacy laws has become more complex and compliance costs have increased significantly and may continue to do so. Sunrise may not be fully compliant with the Federal Data Protection Act or other applicable data protection legislation at all times. Failure to comply with data protection laws or laws related to use of personal data in marketing (such as laws concerning use of cookies and similar techniques) could subject Sunrise to potentially significant liability, including litigation, investigation, regulatory actions or other actions by local, cantonal or federal authorities, and may result in, among other consequences, penalties and fines (which may not be covered by Sunrise’s insurance policies or contractual protections and which may be significant, particularly if imposed under the GDPR), required remedial actions, as well as reputational harm, negative publicity and increased customer churn, any of which could have a material adverse effect on Sunrise’s business, revenues, earnings and cash flows.

In addition, there is increasing public awareness of privacy and data security issues. Practices that may be perceived to be inappropriate or overly intrusive by consumers (for example, personalized advertising and use of consumer data in training AI models), as well as any failure by Sunrise to keep up with consumer preferences towards the use of their personal data, may result in as reputational harm, negative publicity and increased customer churn, any of which could have a material adverse effect on Sunrise’s business, revenues, earnings and cash flows.

Generally Applicable Risk Factors

Unfavorable conditions in and outside Switzerland may materially adversely impact Sunrise’s business, revenues, earnings and cash flows.

Although Sunrise has historically benefitted from the Swiss macroeconomic environment, there can be no assurance that, among other things, Swiss inflation, interest rates and corporate taxes will remain low or lower than the EU-15, that its GDP per capita will remain high or higher than that of the EU-15 or that the Swiss currency will remain stable. Unfavorable economic conditions in Switzerland, which is the only country in which Sunrise provides its products and services, may impact the size of Sunrise’s subscriber base or the prices Sunrise is able to charge for its products and services, as subscribers may be more likely to, among other things, downgrade or disconnect their services, place fewer international calls or adopt new value-added services at a slower rate than expected or not at
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all, or to increase Sunrise’s bad debt expense. Macroeconomic and other conditions impacting travel to or from Switzerland could negatively impact revenue from roaming fees.

Adverse public health, geopolitical and climate conditions could have a material adverse impact on Sunrise’s business, revenues, earnings and cash flows.

Sunrise may be adversely impacted by public health emergencies, epidemics and pandemics and government responses thereto. For example, the COVID-19 pandemic required Sunrise to implement a remote work policy, implement additional public health protocols in the context of maintaining and operating its networks and close certain of its retail stores, resulting in business disruptions. It also adversely affected the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets. The impact of any such future event or condition may be different and cannot be predicted.

In addition, political unrest, geopolitical conflicts (such as the Russia-Ukraine conflict and conflicts in the Middle East) and climate events have disrupted and may further disrupt global supply chains and heighten volatility of global financial markets, as well as increase the incidence of cyberattacks against critical infrastructure, including Sunrise’s networks. While Sunrise does not have direct operations in conflict areas, Sunrise has one supplier located in Moldova, which could be impacted by an escalation of the Russia-Ukraine conflict. Any escalation in current or emerging conflicts could worsen the foregoing effects or create new adverse conditions that Sunrise cannot predict.

The operation of Sunrise’s networks requires a substantial amount of electricity. Geopolitical conflict has led and could in the future lead to energy costs increases in Switzerland. It could also in the future lead to electricity shortages. Switzerland relies on energy imports, including Russian natural gas, to meet energy demands during the winter months. The Swiss government has stated that it may resort to rolling blackouts due to potential energy shortages as a result of the Russia-Ukraine conflict and possible disruptions in gas supplies and Sunrise as well as other telecommunications operators have prepared plans to address energy shortages should they occur. The cost of electricity may also increase due to the effects of climate change, such as increase in global temperatures and in the frequency and severity of weather-related events. Any energy cost increases or shortages or governmental responses to such disruptions could have a material adverse impact on Sunrise’s ability to conduct its operations and its revenues, earnings and cash flows.

Environmental, social and governance risks may adversely impact Sunrise’s business.

Sunrise may be unable to adapt to or comply with increasingly demanding expectations from analysts, investors, customers and other stakeholders and new regulatory diligence and reporting or other legal requirements related to ESG issues, including Sunrise’s impact on the environment or the origin of raw materials in some of its products. Expectations and requirements may differ among stakeholders, may be based on diverging calculations or other criteria and may experience material changes as they are emerging. Sunrise may not be able to meet its ESG objectives (including its CO2 emission reduction targets) for a variety of reasons, including factors outside of its control. A failure to comply with any requisite ESG standards or meet ESG goals or expectations could adversely affect Sunrise’s reputation, have a negative impact on its relationships with investors, employees and customers, hinder Sunrise’s access to capital or the cost thereof or otherwise significantly increase Sunrise’s costs, all of which could have a material adverse effect on Sunrise’s business, revenues, earnings and cash flows.

Climate-related risks may adversely impact Sunrise’s business.

At the end of 2024 following the completion of the spin-off, Sunrise conducted a climate change risk assessment (the “Assessment”) in accordance with applicable Swiss law to identify key risks and opportunities under two opposing climate scenarios. The Assessment adhered to the recommendations set out in the Financial Stability Board’s Task Force on Climate-related Financial Disclosures (“TCFD”) guidelines to evaluate Sunrise’s physical and transition risks as an independent entity. In 2025, the TCFD framework was expanded with the inclusion of an extended quantitative assessment of the risks.

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Certain of the transition risks identified by the Assessment have the potential to impact costs, access to capital, market share, operational processes and rollouts, the ability to meet consumer needs and regulatory fines or litigation. These include, among others:

increased exposure to rising energy costs and carbon taxation driven by rising data demands;
growing climate compliance and disclosure demands with associated impacts on operational processes;
rising costs and reduced availability of critical raw materials (e.g., copper, lithium, rare earth metals) and low-carbon alternatives;
increasing customer and investor sustainability expectations; and
insufficient adoption of circular economy practices and efficient product design.

The physical risks identified by the Assessment include, among others, acute physical hazards, such as extreme weather events, and chronic physical conditions that may lead to rising temperatures and prolonged heatwaves. These have the potential to impact infrastructure operations and maintenance, energy stability and costs, water consumption, insurance coverage and premiums and indirect impacts such as through the supply chain.

There can be no assurance that Sunrise will be successful with respect to acquisitions, dispositions, joint ventures, partnerships or other strategic transactions, or that it will achieve the anticipated benefits thereof.

Sunrise has sought and completed, and expects to continue to seek and complete, attractive acquisitions, dispositions, joint ventures, partnerships or other strategic transactions. Sunrise’s ability to successfully execute any such future transaction may be limited by many factors, including market conditions, government regulation, availability of financing, its or its counterparty’s debt covenants, complex ownership structures among potential targets, acquirers, joint ventures or partners, disapproval by shareholders of potential targets or acquirers and competition from other potential acquirers, including private equity funds. Sunrise may finance future acquisitions and other inorganic growth strategies by issuing equity to finance or refinance the consideration in any such transactions, which would dilute the ownership interests of its shareholders, or incur significant debt in connection with acquisitions.

Even if Sunrise is successful in completing such transactions, its ability to realize the anticipated benefits of such transactions will depend, to a large extent, on its ability to integrate the acquired business in a manner that facilitates growth opportunities and achieves the projected cost savings, which may be challenging. For example, Sunrise has experienced challenges with integrating different technology systems following the Sunrise-UPC transaction. Factors beyond Sunrise’s control could affect the total amount or timing of integration costs, and many of these costs, by their nature, are difficult to estimate accurately. These costs could exceed the costs historically borne by Sunrise and offset, in whole or in part, the expected synergies. Expected synergies and benefits may not be realized in the amounts anticipated, within the expected time frame, at the expected cost or at all. Strategic transactions may fail to further Sunrise’s business strategy as anticipated, expose Sunrise to additional liabilities associated with an acquired business, some of which Sunrise may be unable to anticipate and for which it may not be indemnified by the target, disrupt its existing business, distract management and result in the loss of key employees, business partners and customers.

Risks Relating to Sunrise’s Relationship with Liberty Global

Following the spin-off, conflicts of interest, or the appearance of conflicts of interest, may develop between the executive officers and directors of Liberty Global, on the one hand, and the executive officers and directors of Sunrise, on the other hand.

Certain of the directors and executive officers of Liberty Global also serve as members of the Sunrise Board and own both Liberty Global Common Shares and Sunrise Shares and thus have a financial interest in both companies. In particular, Mr. Fries, the Chief Executive Officer and President of Liberty Global and Vice Chairman of the Liberty Board, serves as the Sunrise Chair, see “Item 6. Directors, Senior Management and Employees—Item 6.A Directors and senior management.” This overlap of roles and financial interests could create, or appear to create, actual or potential conflicts of interest when Liberty Global’s directors and executive officers and members of the
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Sunrise Board and members of the Executive Committee of Sunrise (the “Sunrise Executive Committee) face decisions that could have different implications for Liberty Global and Sunrise.

For example, potential conflicts of interest could arise in connection with the resolution of any dispute between Liberty Global and Sunrise regarding terms of the agreements governing the relationship between Liberty Global and Sunrise after the spin-off, including, among others, the master separation agreement, the tax separation agreement and the transitional services agreements or any commercial agreements between the parties or their affiliates.

If Liberty Global is unable for any reason to effectively provide services to Sunrise pursuant to the companies’ services arrangements, or if Sunrise is unable to adequately, timely and cost-effectively replace such services once such arrangements expire, Sunrise’s business could be adversely affected.

Neither Liberty Global nor any of its affiliates have any obligation to provide financial, operational or organizational assistance to Sunrise and its subsidiaries other than those services to be provided pursuant to existing services agreements, including services agreements that Liberty Global and Sunrise entered into in connection with the spin-off, see “Item 10. Additional Information—Item 10.C Material Contracts.” If Liberty Global does not provide these services to Sunrise effectively or at all for any reason, or if Sunrise is not able to timely, adequately and cost-efficiently replace such services with internal resources or vendor agreements once such arrangements expire or if they are for any reason terminated, then Sunrise may not be able to operate its business effectively and its profitability may decline.

Potential indemnification liabilities to Liberty Global pursuant to the agreements entered into in connection with the spin-off could materially and adversely affect Sunrise’s business, financial condition, financial performance and cash flows.

The agreements Sunrise entered into with Liberty Global in connection with the spin-off, among other things, provide for indemnification obligations designed to make Sunrise financially responsible for substantially all liabilities that may exist relating to its business activities, whether incurred prior to or after the spin-off. If Sunrise is required to indemnify Liberty Global under the circumstances set forth in the agreements it enters into with Liberty Global, Sunrise may be subject to substantial liabilities. Please refer to the section entitled “Item 10. Additional Information—Item 10.C Material Contracts.”

The terms that Sunrise receives in its agreements with Liberty Global may be less beneficial to Sunrise than the terms Sunrise may have otherwise received from unaffiliated third parties.

The agreements Sunrise extended or entered into with Liberty Global in connection with the spin-off were prepared while Sunrise was still a wholly owned subsidiary of Liberty Global. Accordingly, during the period in which the terms of those agreements were prepared, Sunrise did not have an independent board of directors or a management team that was independent of Liberty Global. As a result, the terms of those agreements may not reflect terms that would have resulted from arm’s-length negotiations between unaffiliated third parties. For more information on the agreements Sunrise has entered into, please refer to “Item 10. Additional Information—Item 10.C Material Contracts.”

Sunrise may have a significant indemnity obligation to Liberty Global, which is not limited in amount or subject to any cap, if the spin-off is treated as a taxable transaction due to certain actions by Sunrise. In addition, Sunrise is responsible for, and has agreed to indemnify Liberty Global for, certain taxes that are attributable to or otherwise relate to the Sunrise group, and for taxes that are attributable to certain internal restructuring steps taken prior to the spin-off.

Pursuant to the tax separation agreement that Sunrise entered into with Liberty Global in connection with the spin-off, Sunrise and Liberty Global generally are equally allocated any tax liabilities in the event that the spin-off is not accorded the tax treatment expected by the parties. However, in the event that the spin-off is determined to be taxable as a result of certain actions taken by Sunrise, then Sunrise would be responsible for all taxes imposed on
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it or Liberty Global as a result thereof, including taxes imposed on Liberty Global’s shareholders that Sunrise or Liberty Global bear as a result of shareholder litigation.

Sunrise’s indemnification obligations to Liberty Global and its subsidiaries are not limited in amount or subject to any cap. If Sunrise is required to indemnify Liberty Global and its subsidiaries under the circumstances set forth in the tax separation agreement, Sunrise may be subject to substantial liabilities, which could materially adversely affect its financial position. See “Item 10. Additional Information—Item 10.C Material Contracts.—Tax Separation Agreement.”

Sunrise may determine to forgo certain transactions in order to avoid the risk of incurring significant tax-related liabilities.

In the tax separation agreement, Sunrise covenanted not to take any action, or fail to take any action (including restrictions on mergers, sales of assets, certain sales of stock and similar transactions), following the spin-off, which action or failure to act is inconsistent with the spin-off qualifying for favored tax treatment under Section 355 of the Internal Revenue Code of 1986, as amended (the Code) and related provisions. As a result, Sunrise might determine to forgo certain transactions that might have otherwise been advantageous in order to preserve the favored tax treatment of the spin-off. Under the tax separation agreement, these restrictions apply for two years following the spin-off, unless Sunrise obtains a tax opinion that such action will not result in taxes being imposed on the spin-off, or unless Sunrise and Liberty Global agree otherwise.

In particular, Sunrise might determine to continue to operate certain of its business operations for the foreseeable future even if a sale or discontinuance of such business might have otherwise been advantageous. In addition, Sunrise’s indemnity obligation under the tax separation agreement might discourage, delay or prevent a change of control transaction for some period of time following the spin-off. See “10.C Material contracts—Agreements related to the spin-off.”

Risks Relating to the Sunrise Shares and Jurisdiction of Incorporation

The price of Sunrise Shares may be volatile

The price of Sunrise Class A Common Shares may be volatile due to issuances of new Sunrise Shares, including pursuant to the exercise or vesting of equity awards, or the perception that they may occur. It could also fluctuate significantly for many reasons, including, among other things, broad market fluctuations, general market conditions, fluctuations in Sunrise’s operating results, changes in the market’s perception of Sunrise’s business, including as a result of industry or analyst reports that are published from time to time, and announcements made by Sunrise, Sunrise’s competitors or parties with whom Sunrise has business relationships, the risks identified in this Annual Report on Form 20-F or reasons unrelated to Sunrise’s performance. These factors may result in short- or long-term negative pressure on the value of Sunrise Shares. A viable and active trading market is unlikely to develop for the Sunrise Class B Shares.

Mr. Malone and Mr. Fries have significant voting power with respect to corporate matters considered by Sunrise’s shareholders.

As of 10 February 2026 Mr. Malone beneficially owned outstanding Sunrise Shares representing approximately 22.21% of the combined voting power of the outstanding Sunrise Shares and approximately 67.25% of the outstanding Sunrise Class B Shares. By virtue of his voting power in Sunrise, Mr. Malone has significant influence over the outcome of any corporate transaction or other matters submitted to Sunrise’s shareholders for approval.

For example, under Swiss law, certain matters, including ordinary capital increases for cash, declaration of dividends and share distributions, amendments to the articles of association and appointment and removal of directors, require shareholder approval by a majority of the Sunrise Shares represented at the relevant shareholder meeting, voting together as a single class. Certain other matters, including ordinary capital increases other than for cash, limiting or withdrawing shareholders’ pre-emptive rights, creation of new shares with privileged voting rights,
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delisting, mergers, demergers and change of place of incorporation, require shareholder approval by (i) two-thirds of the votes represented, voting together as a single class, and (ii) a majority of the share capital represented at the relevant shareholder meeting.

In addition, Sunrise’s articles of association requires that certain actions, including, among others, capital changes, certain distributions of securities, certain business combinations and other extraordinary transactions as well as the amendment of certain “special” provisions in Sunrise’s articles of association be additionally approved by a majority of the Sunrise Class B Shares represented at the general meeting of Sunrise shareholders at which such matters are considered, voting separately as a class. For more information regarding Sunrise’s share capital and the rights attaching to the Sunrise Shares, see Exhibit 2.5 “Description of Securities of the Registrant” to this Annual Report on Form 20-F.

As a result of the foregoing, Mr. Malone has considerable influence over the outcome of any corporate transaction or other matters submitted to Sunrise’s shareholders for approval. He is able to prevent the requisite approval threshold from being met for actions or transactions that must be approved by a majority of the Sunrise Class B Shares represented at the general meeting of Sunrise shareholders and is able to significantly influence the outcome of all other matters which require shareholder approval. Despite the foregoing, Mr. Malone may not be able to ensure the approval of any corporate transaction without additional shareholder support, because he owns neither a majority of the voting power nor a majority of the share capital of Sunrise.

As of 10 February 2026, Mr. Fries beneficially owned outstanding Sunrise Shares representing approximately 6.59% of the aggregate voting power of the outstanding Sunrise Shares and approximately 23.32%of the outstanding Sunrise Class B Shares. Mr. Malone and Mr. Fries may determine to swap Sunrise Shares they beneficially own with each other. If Mr. Malone and Mr. Fries determine to engage in such a swap transaction, Mr. Fries’ total voting power in Sunrise may increase, though the aggregate voting power of the outstanding Sunrise Shares beneficially owned by Messrs. Malone and Fries would remain the same.

If securities or industry analysts cease publishing or publish unfavorable research about Sunrise, the price and trading volume of Sunrise Class A Common Shares could decline.

The trading markets for Sunrise Class A Common Shares are influenced by the research and reports that industry or securities analysts publish about Sunrise. If research analysts cease coverage, or fail to publish reports about Sunrise regularly, Sunrise’s visibility in the financial markets may decline, which in turn could cause the price or trading volume to decline. Moreover, if one or more of the analysts who cover Sunrise negatively change their recommendations regarding Sunrise for any reason, the price or trading volume could decline.

Sunrise shareholders may be unable to effect service of process in the U.S. or enforce judgments obtained against Sunrise, members of the Sunrise Board or members of the Executive Committee in U.S. courts and may have limited access to a judicial forum favorable to plaintiffs.

Sunrise is a Swiss stock corporation. As a result, the rights of holders of Sunrise Shares are governed by the Swiss Code of Obligations (Obligationenrecht) (the “Swiss Code of Obligations”), other Swiss laws and Sunrise’s articles of association. The rights of shareholders under Swiss law may differ from the rights of shareholders of companies incorporated in other jurisdictions. The majority of the members of the Sunrise Board (each a “Sunrise Director”) and all of the members of the Executive Committee of Sunrise are not residents of the U.S., and substantially all of Sunrise’s assets are located outside the U.S. As a result, it may be difficult for investors to effect service of process on those persons in the U.S. or to enforce in the U.S. judgments obtained in U.S. courts against Sunrise or those persons based on the civil liability provisions of the U.S. securities laws. It is doubtful whether courts in Switzerland will enforce judgments obtained in other jurisdictions, including the U.S., against Sunrise, Sunrise Directors who are not residents of the U.S. or members of the Executive Committee under the securities laws of those jurisdictions or entertain actions in Switzerland against such parties under the securities laws of other jurisdictions.

In addition, Sunrise’s articles of association provide that the competent court with jurisdiction over the registered office of Sunrise is the exclusive forum for any shareholder suits against Sunrise, members of the Sunrise
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Board or members of the Executive Committee. This exclusive forum provision may limit a shareholder’s ability to choose its preferred judicial forum for disputes with Sunrise, Sunrise Directors or members of the Executive Committee, which may discourage the filing of lawsuits with respect to such claims. If a court were to find this exclusive forum provision to be inapplicable or unenforceable in an action, Sunrise may incur additional costs associated with resolving such action in another jurisdiction, which could adversely affect Sunrise’s business and financial condition.

The forum selection provision in Sunrise’s articles of association do not apply to any causes of action arising under the Securities Act or the Exchange Act. The Securities Act provides that both federal and state courts have concurrent jurisdiction over suits brought to enforce any duty or liability under the Securities Act or the rules and regulations thereunder, and the Exchange Act provides that federal courts have exclusive jurisdiction over suits brought to enforce any duty or liability under the Exchange Act or the rules and regulations thereunder. Investors cannot waive, and accepting or consenting to this forum selection provision does not represent a waiver, compliance with U.S. federal securities laws and the rules and regulations thereunder.

Sunrise’s articles of association provide for an “opting-up” clause, as a result of which Sunrise shareholders may not benefit from the protection afforded to them by the mandatory bid rule under Swiss law and may not be able to sell their Sunrise Shares in the event of an effective change of control.

Under Swiss law, a person that exceeds 331/3% (or a higher threshold up to 49% specified in a company’s articles of association, known as an “opting-up” clause) of the voting rights of a Swiss company is required to make a mandatory tender offer for the listed shares it does not own under certain conditions. Sunrise’s articles of association include an opting-up clause pursuant to which Mr. Malone, Mr. Fries, their respective affiliates and parties acting in concert with them would only be required to make a mandatory tender offer for the remaining Sunrise Class A Common Shares they do not own if they own in excess of 45% of the voting rights of Sunrise. As a result, Mr. Malone, Mr. Fries, their affiliates and parties acting in concert with them could acquire up to 45% of the voting rights of Sunrise, and therefore effective control of Sunrise, without having to give the public shareholders of Sunrise an opportunity to sell their Sunrise Class A Common Shares to the acquirer.

Sunrise shareholders outside of Switzerland may not be able to exercise preemptive rights in future issuances of equity or other securities that are convertible into equity.

Under Swiss law, shareholders may receive certain preemptive or advance subscription rights to subscribe on a pro-rata basis for issuances of equity or other securities that are convertible into equity. Due to laws and regulations in their respective jurisdictions, however, non-Swiss shareholders may not be able to exercise such rights unless Sunrise takes action to register or otherwise qualify the rights offering under the laws of that jurisdiction or an exemption from such registration or qualification is available. In particular, shareholders in the U.S. may not be entitled to exercise these rights, unless the offered securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. There can be no assurance that Sunrise would take any action to register or otherwise qualify the offering of Sunrise Shares under the law of any jurisdiction where the offering of such rights is restricted or that an exemption from such registration or qualification requirements would be available with respect to any particular shareholder. If Sunrise shareholders in jurisdictions outside of Switzerland were unable to exercise their subscription rights, their ownership interest in Sunrise would be diluted.

Shareholders’ equity interest in Sunrise may be diluted by future equity sales and share issuances.

Future issuances of Sunrise Shares would result in shareholders' equity being diluted. Any such sale of equity, if implemented and any such issuance of Sunrise Shares pursuant to equity awards, as well as any other equity sales or share issuances that Sunrise may undertake would dilute shareholders’ equity interest in Sunrise and therefore reduce shareholders’ share of future dividends or capital appreciation.

Risks Relating to the Sunrise foreign private issuer status

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The Sunrise Shares are not listed on a national securities exchange in the United States, and Sunrise is not required to implement various corporate governance measures that may be applicable to companies listed on such an exchange. .

Following the delisting of the Sunrise Class A ADSs from Nasdaq on August 15, 2025 and termination of the sponsored Sunrise Class A ADS program on November 13, 2025, Sunrise is no longer subject to the listing standards, rules and requirements of any U.S. stock exchange. Accordingly, you may not have the same protections afforded to shareholders of companies that are not foreign private issuers or whose securities are listed on a U.S. stock exchange, including, among others, requirements related to audit committee composition and the adoption of a compensation clawback policy that is compliant with Nasdaq rules.

Sunrise plans to cease reporting under the Exchange Act as soon as practicable in accordance with applicable rules and regulations.

Sunrise is permitted under applicable SEC rules and regulations to cease reporting under the Exchange Act once it meets certain conditions, including that it has had Exchange Act reporting obligations for at least 12 months, has filed or furnished all reports required for this period, and has filed at least one annual report on Form 20-F. In addition, Sunrise must also have maintained a listing of its Class A Common Shares on SIX for at least 12 months, Switzerland must be the primary trading market (as defined by the SEC) for the Sunrise Class A Common Shares, and the U.S. average daily trading volume (ADTV) of the Sunrise Class A Common Shares for a recent 12-month period as of the relevant measurement date must have been no greater than 5% of the worldwide average daily trading volume (“ADTV”) for the same period. As Sunrise did not meet this ADTV condition at the time it terminated the sponsored Class A ADS program on November 13, 2025, it is required to report under the Exchange Act for at least another 12 months from November 13, 2025. Sunrise plans to cease reporting under the Exchange Act as soon as it is permitted to do so.

If and when Sunrise ceases reporting under the Exchange Act, holders of Sunrise securities will only have access to such information about Sunrise as it will at that time be required to disclose in accordance with Swiss law and SIX listing requirements. Accordingly, if Sunrise ceases reporting under the Exchange Act, holders of Sunrise securities may have access to less information about Sunrise and its business, operations and financial performance than will be available in the period following the completion of the spin-off and before Sunrise ceases reporting, and any such information may be more difficult to access because it will not be posted on the SEC website. Sunrise will at that time also cease, among other things, to be subject to the liability provisions of the Exchange Act and the provisions of the Sarbanes-Oxley Act of 2002. If Sunrise is unable to cease reporting under the Exchange Act as currently contemplated, it may incur additional costs in order to maintain compliance with applicable U.S. laws and regulations.
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Item 4. Information on the Company

4.A History and development of Sunrise

The information on page 14 in our Annual Report 2025 under the heading “Operational & Financial Review—Introduction—History” is incorporated herein by reference.

The Sunrise Class A Common Shares are listed in Switzerland on the SIX under the symbol “SUNN.” The Sunrise Class A Common Shares are not listed on any U.S. stock exchange. On July 7, 2025, Sunrise announced its intention to voluntarily delist from the Nasdaq, terminate its ADS program and deregister from, and terminate its reporting obligations under, the Exchange Act as legally permissible. The Sunrise Class A ADSs ceased trading on the Nasdaq on August 15, 2025 and Sunrise terminated its sponsored Class A ADSs on November 13, 2025. On January 30, 2026, Sunrise terminated its sponsored Class B ADS program. Sunrise has not arranged for listing, quotation and/or registration of its ADSs on another securities exchange or quotation medium.

Sunrise’s headquarters are located at Thurgauerstrasse 101b, 8152 Glattpark (Opfikon), Switzerland, and its telephone number is +41 58 777 76 66. Substantially all of Sunrise’s assets and businesses are located and operated in Switzerland. Its website address is www.sunrise.ch. This website address is included as an inactive textual reference only.

The SEC maintains an internet site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

4.B Business overview

The information on pages 14–30 in our Annual Report 2025 under the headings “Operational & Financial Review—Introduction,” “Operational & Financial Review—Strategy,” “Operational & Financial Review—Consumer Main Brand,”, “Operational & Financial Review—Consumer Flanker Brands”, “Operational & Financial Review—Business Customers”, “Operational & Financial Review—Network,” and “Operational & Financial Review—Regulatory Environment” is incorporated herein by reference.


4.C Organizational structure

Organizational structure

The information on pages 146–148 in our Annual Report 2025 under the heading “Corporate Governance—Group Structure and Shareholders” is incorporated herein by reference.

See also “Item 4. Information on the Company—Item 4.A History and development of Sunrise” and “Item 4. Information on the Company—Item 4.B Business overview.”

Significant subsidiaries

See Exhibit 8.1 “Significant Subsidiaries” to this Annual Report on Form 20-F.

4.D Property, plants and equipment

Properties

Office, Retail and Data Site Locations

Sunrise leases substantially all of its office space and retail locations, as well as its data and antenna sites. The other leased properties are technical locations, parking lots, shops, storage units or mixed used sites. All of Sunrise’s leased properties are located in Switzerland, with the exception of a call center office space in Lisbon
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rented by Sunrise’s wholly owned subsidiary Sunrise Portugal S.A. As of 31 December 2025, Sunrise leased the following properties in Switzerland:

19 offices, including its headquarters at Opfikon, Zurich, Switzerland, Sunrise’s largest property (approximately 21,590 square meters office space). The lease on Sunrise’s headquarters expires on 31 December 2033, with the option to extend to until 31 December 2043;

One TV production studio for the MySports pay TV platform;

Approximately 1,000 data sites (technical sites for the preparation, transport and storage of data); and

96 Sunrise and 18 yallo retail locations.

Sunrise owns 13 immaterial properties in Switzerland, the majority of which are small land parcels which were previously necessary for distribution of radio and television signals.

Sunrise believes that its facilities meet its present needs and that they are generally well maintained and suitable for their intended use. Sunrise believes that it generally has sufficient space to satisfy the demand for its services in the foreseeable future but maintains flexibility to move certain operations to alternative premises.

Antenna Sites

As of 31 December 2025, Sunrise operated 4,776 antenna sites to support its mobile network, of which approximately 56% were accessed pursuant to a long-term master services agreement with Swiss Towers, which is controlled by Cellnex, which is further described below under “Item 10. Additional Information—10.C Material contracts—Swiss Towers Master Services Agreement.” The remaining antenna sites that are not covered by the master services agreement with Swiss Towers are leased pursuant to separate lease agreements with other third parties. Sunrise accesses certain additional antenna sites pursuant to an antenna sharing agreement with Salt, pursuant to which Sunrise receives access to certain of Salt’s antennas in exchange for providing Salt with access to the same number of Sunrise antennas.

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Item 4A. Unresolved Staff Comments

None.
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Item 5. Operating and Financial Review and Prospects

5.A Operating results

The information on pages 33-61 in our Annual Report 2025 under the headings “Operational & Financial Review—Financial Review—Comparability of future results,” “Operational & Financial Review—Financial Review—Factors affecting Sunrise performance,” “Operational & Financial Review—Financial Review—Summary financial information and operating data” and “Operational & Financial Review—Financial Review—Results of operations” is incorporated herein by reference.

5.B Liquidity and capital resources

The information on pages 61-64 in our Annual Report 2025 under the heading “Operational & Financial Review—Liquidity and capital resources” is incorporated herein by reference.

For a discussion of our research and development activities, see “Item 4.B—Business Overview” and “Item 5.A—Operating Results.”

5.C Research and development

Sunrise does not develop its own network infrastructure technologies or otherwise conduct meaningful research and development activities.

5.D Trend information

See “—Item 5.A Operating results”, “—Item 5.B Liquidity and capital resources” and “Item 4. Information on the Company—Item 4.B Business overview” for trend information.

5.E Critical accounting estimates

Not applicable.
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Item 6. Directors, Senior Management and Employees

6.A Directors and senior management

Sunrise Directors

The information on pages 153-158 and 174 in our Annual Report 2025 under the headings “Corporate Governance—Board—Members of the board,” “Corporate Governance —Board—Members of the board—Elections and terms of office” and “Corporate Governance—Compensation, Shareholdings and Loans” is incorporated herein by reference.

Executive Committee

The information on pages 168-174 in our Annual Report 2025 under the heading “Corporate Governance—Executive Committee” is incorporated herein by reference.


6.B Compensation

Compensation and benefits-in-kind paid to the Board of Directors

General

Sunrise Directors receive a base fee for their services on the Sunrise Board. In addition, with the exception of the chairman of the Sunrise Board, Sunrise Directors who chair or serve on a committee receive an additional fee. Together, these are referred to as “Board Fees”, as set out in the table below. To ensure the independence of the Sunrise Board in its supervisory role over the Executive Committee, the Sunrise Directors have not received any variable compensation linked to the performance of Sunrise.

The Board Fee consists of a cash component and a payment in the form of Sunrise Class A Common shares (each 50% of the Board Fee), with the right to elect to receive the cash component in Sunrise Class A Common shares (Share Election Right), allowing for further alignment with shareholder interests. The amounts below are gross amounts before deduction of employee social security contributions and taxes, if applicable.

Sunrise pays the cash component to each Sunrise Director and the chairman of the Sunrise Board in semi-annual installments at the end of October and April of each year. The share component is granted based on the average closing share price of 10 trading days ending three trading days prior to the date of grant (grant price) and is blocked for one year.

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Role
Gross board fees
in cash 1 - CHFk
Gross board fees
in shares 1 - CHFk
Gross total board fees
CHFk
Annual base fees
Chairman of the Board
200.0
200.0
400.0
Other members of the Board
100.0
100.0
200.0
Annual committee fees
Chair of the Audit Committee
32.5
32.5
65.0
Chair of the Compensation Committee
22.5
22.5
45.0
Chair of the Nominating Committee
7.5
7.5
15.0
Member of the Audit Committee
20.0
20.0
40.0
Member of the Compensation Committee
15.0
15.0
30.0
Member of the Nominating Committee
5.0
5.0
10.0
¹Subject to the exercise of the Share Election Right

The Sunrise Directors are reimbursed for travel and other related expenses incurred in connection with their responsibilities as members of the Sunrise Board in accordance with the Articles of Association.

Total Board of Directors compensation

For the 2025 fiscal year, those individuals who served as members of the Sunrise Board received a total compensation of CHFk 2,032 in the form of cash and shares including employer-paid social security contributions, if applicable. The aggregate employer social security contribution for the 2025 calendar year amounted to CHFk 112.

Description of bonus plan, equity plans, awards and stock options

The Sunrise compensation framework allows for attracting, developing and retaining the best talents and is aligned with the company’s values, strategy and financial goals. The overall compensation principles and philosophy of Sunrise also form the basis for the compensation of our Executive Committee, which comprises the following elements:

Fixed compensation: base salary
Variable compensation: Short- and Long-Term Incentive Plans
Company benefits: company pension plan, insured benefits, other fringe benefits and allowances

Fixed compensation

Generally, fixed compensation is paid in cash on a monthly basis and takes into account the role, the individuals’ skills and experience as well as external market data. Potential increases in base salaries are reviewed annually.

Variable compensation
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Variable compensation comprises the annual Short-Term Incentive Plan (“STIP”), including the option to participate in the Shareholding Incentive Plan (“SHIP”), and the Long-Term Incentive Plan (“LTIP”). Grafiken_CompensationReport-01.jpgShort-Term Incentive Plan

The STIP is designed to reward the members of the Executive Committee and all employees (in non-sales roles; dedicated sales plans apply for sales roles), on an annual basis, for their contribution to the achievement of company targets, business-unit targets (for senior leaders and members of the Executive Committee other than the CEO) and individual targets that together foster the success of Sunrise. Key priorities lie in financial and operating delivery as well as in underpinning our performance culture and commitment to Sustainability/ESG.

Sunrise has a defined target-setting and performance-management process in place. Company targets, business-unit targets and the individual targets of the members of the Executive Committee are subject to approval by the Board of Directors. Individual targets for each employee are defined using a top-down approach, to ensure alignment with the Sunrise corporate strategy across all departments. The assessment of individual performance is based on regular dialogue between employees and leaders, promoting an open exchange of ideas and opportunities for improvement and growth.

Considering the unique position of our company within our industry and the Swiss market, the company targets include the following Key Performance Indicators (KPIs).

Financial KPIs:
Operating Free Cash Flow after Leases (OFCFaL)
Service Revenue
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Qualitative KPIs:
Relative Net Promoter Score (rNPS), which measures the overall customer satisfaction, and
Sustainability/ESG: Engagement score and the proportion of women in leadership roles (People), greenhouse-gas reductions and CPE circularity (Planet) and mandatory e-learnings (Governance).

The business-unit targets are tailored to reflect the financial focus of each unit. Depending on the specific priorities, KPIs may consist of the business unit's EBITDA alone or a combination of its EBITDA and Capex. All targets are capped at a maximum achievement of 150%. We measure company and business performance against our budgeted targets at the end of each year.

The key features of the STIP are outlined in the table below.

Short-Term Incentive Plan (STIP)
Executive Committee Members
CEO
Target STI as % of the base salary
70% or 100%
200 
%
Maximum overachievement / cap
150 
%
150 
%
Weighting of company target
60% or 70%
90 
%
Weighting of business-unit target
20% or 30%
— 
Weighting of individual performance
10 
%
10 
%
Weighting within the company targets
Operating Free Cash Flow after Leases (OFCFaL)
50 
%
50 
%
Service Revenue
25 
%
25 
%
Relative Net Promoter Score (rNPS)
20 
%
20 
%
Sustainability/ESG
%
%

The payment of the STIP for 2025 was approved by the Sunrise Board for the members of the Executive Committee and by the CEO for all other employees.

Shareholding Incentive Plan (SHIP)

The SHIP is a feature of the STIP 2025 that allows participants to elect to receive up to 100% (25%, 50%, 75% or 100%) of their 2025 earned annual bonus amount in Sunrise shares (Bonus Shares) during the SHIP election window.

The Bonus Shares will be issued in March 2026. Subject to the terms and conditions of the STIP and the SHIP, participants will also receive an additional grant of Restricted Share Units equal to 12.5% of the gross number of Bonus Shares (RSU Premium), which will be granted in March 2026 and vest in March 2027, provided that the participant holds all such Bonus Shares until that date.

Long-Term Incentive Plan

In 2025, Sunrise introduced a new Long-Term Incentive Plan (LTIP) for members of the Executive Committee and senior leaders, reinforcing its commitment to performance-based compensation and strategic alignment. For the Executive Committee, the LTIP is exclusively based on Performance Share Units (PSUs), while
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senior leaders receive a mix of 50% PSUs and 50% Restricted Share Units (RSUs). The performance metrics for the PSUs, defined following the spin-off for the LTIP 2024, remained unchanged for the LTIP 2025, ensuring consistency with Sunrise business objectives and continued alignment with shareholder interests.

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Performance Share Units (PSUs)

PSUs represent a conditional right to receive shares at a future date, subject to the achievement of defined performance metrics and continued employment with Sunrise. They are designed to align leadership rewards with long-term company performance and shareholder value creation. The performance period for the LTIP 2025 covers three financial years, from 1 January 2025 to 31 December 2027, with vesting no later than March 2028.

The two performance metrics contribute independently to the target achievement:


30% weighting: Cumulative Absolute Adjusted Free Cash Flow (“FCF”)1 as reported versus plan2

70% weighting: Relative Total Shareholder Return (“rTSR”)3: relative percentile performance of TSR vs a basket of peers in STOXX Europe 600 Telecommunications Index

The FCF metric was chosen as it supports dividend funding directly, thereby aligning leadership focus with shareholder interests. This metric reinforces financial discipline and ensures that strategic decisions are geared toward creating consistent value for shareholders. The rTSR metric aligns management remuneration with shareholder returns through dividends and share price growth. It also adjusts variable compensation compared to the performance in the telecommunications sector, ensuring fair and relevant comparisons with industry peers.
Under the LTIP, the participants’ awards are tied to performance or lack thereof. For each performance metric, a threshold must be reached to trigger the grant of shares. If the performance thresholds are not met, no payout will be made under the LTIP. Hence, depending on the achievement of the two performance metrics, the number of shares granted can range from zero to 1.85 shares per PSU (FCF: 150% | rTSR: 200%). If the rTSR metric is negative, the payout of the relevant metric is capped at 100%.
The payout curves are shown in the graph below. For FCF, a minimum of 85% target achievement triggers a 50% payout, scaling linearly up to 115% achievement, which yields a 150% payout. For rTSR, performance begins at a —% payout in the bottom quartile, reaching 25% payout at the 25th percentile, 100% payout at the median and a maximum of 200% payout at or above the 75th percentile. Intermediate achievement levels between these defined points are calculated through interpolation, ensuring that payouts reflect proportional performance across both metrics.

1 FCF: The Free Cash Flow (FCF) is defined as net cash provided by operating activities plus (i) operating-related vendor financed additions and (ii) cash receipts in the period from interest-related derivatives, less (a) cash payments in the period for interest, (b) cash payments in the period for capital expenditures, (c) principal payments on amounts financed by vendors and intermediaries and (d) principal payments on lease liabilities.
2 Exclusions can be applied by the compensation committee for exceptional items impacting FCF as disclosed in the Annual Report or investor reports and presentations (e.g. legal settlements affecting reported FCF, unexpected tax settlements and spectrum auctions).
3 rTSR: The TSR (Total Shareholder Return) in absolute CHF amount is the sum of the share price accretion and the dividends paid out (including reinvestment assumption) during the respective performance period. For the rTSR the achieved TSR will be compared to the comparator group in percentage (%). The comparator group is defined as the peer group within the STOXX Europe 600 Telco Index. This enables a fair and relative performance comparison to peers.
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Cumulative Absolute Adjusted Free Cash Flow.jpg

Relative Total Shareholder Return.jpg

Long-Term Incentive Plan (LTIP)
Executive Committee Members
CEO
Target LTI as % of the base salary
130% or 150%
175 
%
Maximum overachievement / cap (FCF: 150% | rTSR: 200%)
185 
%
185 
%
Weighting of Cumulative Absolute Adjusted Free Cash Flow (FCF)
30 
%
30 
%
Weighting of Relative Total Shareholder Return (rTSR)
70 
%
70 
%

Compensation and benefits-in-kind paid to the Executive Committee

In 2025, those individuals who served as members of the Executive Committee received an aggregate amount of CHFk 18,302 as compensation and benefits-in-kind, including employer-paid social security contributions and other statutory charges, for their services rendered to Sunrise. In addition, the total amount set aside or accrued to provide pension, retirement or similar benefits for the full 2025 calendar year amounted to CHFk 1,044.

Agreements with Members of the Sunrise Board and Executive Committee

According to the articles of association and subject to applicable law, Sunrise or companies controlled by it may enter into agreements with Sunrise Directors relating to their compensation for either a fixed term or an indefinite term. The duration or termination, as applicable, of such agreements must comply with the relevant term of office (ending no later than the completion of the next ordinary general meeting of shareholders) and applicable law. Sunrise or companies controlled by it may enter into employment agreements with members of the Executive Committee for either a fixed term or an indefinite term. Employment agreements for a fixed term may have a maximum duration of one year; renewal is possible. Employment agreements for an indefinite term may have a termination notice period of no more than twelve months.
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As of 31 December 2025, there are no service contracts between Sunrise or companies controlled by it and Sunrise Directors or members of the Executive Committee that provide for benefits upon termination of employment.
For information regarding the share ownership of our directors and executive officers, see “Item 7.A—Major Shareholders.”

6.C. Board Practices

The Sunrise Board


The information on pages 159-167 and 174 in our Annual Report 2025 under the headings “Corporate Governance—Board—Rules in the Articles regarding the number of permitted mandates outside the Company,” “Corporate Governance—Board—Internal Organizational Structure,” “Corporate Governance—Board—Working methods of the Board,” “Corporate Governance—Board—Basic principles regarding the definition of the areas of responsibility between the Board and the Executive Committee,” “Corporate Governance—Board—Information and control instruments vis-à-vis the Executive Committee” and “Corporate Governance—Compensation, Shareholdings and Loans—Disclosure of rules in the Articles regarding compensation of the Board and of the Executive Committee” is incorporated herein by reference.

Director Independence

There is no Swiss legal requirement that a majority of the Sunrise Directors be independent. The majority of the Sunrise Directors (Adam Bird, Ingrid Deltenre, Thomas D. Meyer and Catherine Mühlemann) meet the criteria for independence as defined by the Swiss Code of Best Practice for Corporate Governance 2023 (the “Swiss Code of Best Practice”).

Committees of the Sunrise Board


The information on pages 160-162 in our Annual Report 2025 under the heading “Corporate Governance —Board—Committees” is incorporated herein by reference.

Mandates Outside Sunrise and its Subsidiaries

The information on page 174 in our Annual Report 2025 under the heading “Corporate Governance—Executive Committee—Other activities and vested interests” is incorporated herein by reference.

Indemnification and Limitations of Liability for Directors and Officers

Under Swiss law, a corporation may indemnify its directors or officers against losses and expenses (except for such losses and expenses arising from willful misconduct or gross negligence or, according to some legal scholars, even simple negligence), including attorney’s fees, judgments, fines and settlement amounts actually and reasonably incurred in a civil or criminal action, suit or proceeding by reason of having been the representative of, or serving at the request of, the corporation.

Subject to Swiss law, Sunrise’s articles of association provide for indemnification, to the fullest extent permitted by law, of the current and former Sunrise Directors and the Executive Committee and their heirs, executors and administrators against liabilities arising in connection with their roles or any position taken for or at the direction of Sunrise, or the performance of their duties in such capacity, and permit Sunrise to advance the expenses of defending any act, suit or proceeding to Sunrise’s directors and executive officers to the extent not included in insurance coverage or advanced by third parties.

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In addition, under general principles of Swiss employment law, an employer may be required to indemnify an employee against losses and expenses incurred by such employee in the proper execution of their duties under the employment agreement with Sunrise.

Sunrise entered into indemnification agreements with each of the Sunrise Directors and each member of the Executive Committee. The indemnification agreements require Sunrise to indemnify the Sunrise Directors and the members of the Executive Committee to the fullest extent permitted by law.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Sunrise, Sunrise has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

6.D Employees

As of 31 December 2025, Sunrise had 2,985 employees by headcount or 2,897 full-time equivalents “FTEs,” as compared to 2,950 employees by headcount and 2,858 FTEs as of 31 December 2024, representing an increase of approximately 1% in the employee population. Employees are located at Sunrise’s headquarters in Zurich as well as at additional office and retail locations across Switzerland. As of 31 December 2025, 311 employees were located in a Sunrise-owned call center in Portugal. As of the same date, 27% of Sunrise’s employees were part of the sales function, 24% worked in IT, 18% were in management and administration, 12% in marketing, TV and product development, 12% in customer service and 7% in other functions.

As of 31 December 2025, 63% of the Sunrise workforce based in Switzerland was covered by a collective employment contract with Syndicom, a Swiss trade union, which came into force on 1 January 2022 and was extended to 31 December 2026 in June 2025. As of the same date, 37% of the most senior employees, including the members of Executive Committee, were employed pursuant to Terms and Conditions of Employment (the “TCE”), which sets out, among other things, termination, holiday and leave, remote work, flexible time, training, insurance and other employee rights and obligations. The TCE are supplemented by individual employment agreements which set out the particulars of each individual’s employment, including compensation matters. Sunrise has never experienced employment-related work stoppages and considers its employee relations to be good.




6.E Share ownership

For information regarding the share ownership of our directors and executive officers, see “Item 6.B—Compensation” and “Item 7.A—Major Shareholders.”

6.F Disclosure of a registrant’s action to recover erroneously awarded compensation

Not applicable.
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Item 7. Major Shareholders and Related Party Transactions

7.A Major shareholders

Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be the beneficial owner of any securities of which that person has the right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which that person has no economic interest.

Sunrise Shares issuable on or within 60 days of 10 February 2026 upon exercise of options or SARs, vesting of RSUs, conversion of convertible securities or exchange of exchangeable securities, are deemed to be outstanding and to be beneficially owned by the person holding the SARs, RSUs or convertible or exchangeable securities for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Also, for purposes of the following presentation, beneficial ownership of Sunrise Class B Shares, although such shares can be exchanged for Sunrise Class A Common Shares, is reported as beneficial ownership of Sunrise Class B Shares only, and not as beneficial ownership of Sunrise Class A Common Shares. The percentage of voting power is presented on an aggregate basis for each person or entity named below.

The following table presents, based on 70,108,614 Sunrise Class A Common Shares and 25,805,386 Sunrise Class B Shares outstanding as of 10 February 2026 and information available regarding beneficial ownership of Sunrise Shares as of 10 February 2026 to the extent known to Sunrise or ascertainable from public filings for each that beneficially owns more than 5% of the outstanding Sunrise Shares.
So far as is known to Sunrise, the persons indicated below have sole voting power and sole dispositive power with respect to the Sunrise Shares indicated as beneficially owned by them, except as otherwise stated in the notes to the table.
 
Name and Address of Beneficial Owner
Title of Class
Amount and Nature of Beneficial Ownership
Percent of Class
Combined Voting Power
John C. Malone
Sunrise Class A Common Shares
4,209,358(1)
6.00 
%
22.48 
%
c/o Liberty Global Ltd.
Sunrise Class B Shares
17,354,450 (2)
67.25 
%
Clarendon House, 2 Church Street
Hamilton HM 11, Bermuda
Michael T. Fries
Sunrise Class A Common Shares
682,553 (3)
0.97 
%
6.72 
%
c/o Liberty Global Ltd.
Sunrise Class B Shares
5,758,886
22.32 
%
Clarendon House, 2 Church Street
Hamilton HM 11, Bermuda



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(1)    Includes 194,682 Sunrise Class A Common Shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership. gm
(2)    Includes 220,296 Sunrise Class B Shares held by two trusts managed by an independent trustee, of which the beneficiaries are Mr. Malone’s adult children. Mr. Malone has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts. Mr. Malone has disclaimed beneficial ownership of the shares held by the trusts. Also includes 17,354,450 Sunrise Class B Shares and 1,351,445 Sunrise Class A Common Shares held by the Malone Trust.
(3)    Includes 66,241 Sunrise Class A Common Shares held by a trust managed by an independent trustee, of which the beneficiaries are Mr. Fries’ children. Mr. Fries has no pecuniary interest in the trust, but he retains the right to substitute the assets held by the trust. Mr. Fries has disclaimed beneficial ownership of the shares held by the trust.


The following table presents, based on 70,108,614 Sunrise Class A Common Shares and 25,805,386 Sunrise Class B Shares outstanding as of 10 February 2026 and information available regarding beneficial ownership of Sunrise Shares as of 10 February 2026. Unless otherwise indicated, the beneficial owners listed below may be contacted at Sunrise’s corporate headquarters located at Thurgauerstrasse 101b, 8152 Glattpark (Opfikon). So far as is known to Sunrise, the persons indicated below have sole voting power and sole dispositive power with respect to the Sunrise Shares indicated as beneficially owned by them, except as otherwise stated in the notes to the table.

Name and Address of Beneficial Owner
Title of Class
Amount and Nature of Beneficial Ownership
Percent of Class
Combined Voting Power
Michael T. Fries
Sunrise Class A Common Shares
682,553 (1)
0.97 
%
6.72 
%
Chairperson
Sunrise Class B Shares
5,758,886
22.32 
%
Adam Bird
Sunrise Class A Common Shares
4,974
*
*
Director
Sunrise Class B Shares
*
Ingrid Deltenre
Sunrise Class A Common Shares
4,111
*
*
Director
Sunrise Class B Shares
*
Thomas D. Meyer
Sunrise Class A Common Shares
7,369
*
*
Director
Sunrise Class B Shares
*
Catherine Mühlemann
Sunrise Class A Common Shares
4,424
*
*
Director
Sunrise Class B Shares
*
Enrique Rodriguez
Sunrise Class A Common Shares
147,351
*
*
Director
Sunrise Class B Shares
*
Lutz Schüler
Sunrise Class A Common Shares
51,196
*
*
Director
Sunrise Class B Shares
*
André Krause
Sunrise Class A Common Shares
41,105
*
*
Chief Executive Officer
Sunrise Class B Shares
*
Anna Maria Blengino
Sunrise Class A Common Shares
10,489
*
*
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Chief Information Officer
Sunrise Class B Shares
*
Tobias Foster
Sunrise Class A Common Shares
18,847
*
*
Chief People Officer
Sunrise Class B Shares
*
Jany Fruytier
Sunrise Class A Common Shares
13,761
*
*
Chief Financial Officer
Sunrise Class B Shares
*
Stefan Fuchs
Sunrise Class A Common Shares
17,461
*
*
Chief Consumer Officer – Flanker Brands
Sunrise Class B Shares
*
Elmar Grasser
Sunrise Class A Common Shares
13,056
*
*
Chief Technology Officer
Sunrise Class B Shares
*
Thorsten Haeser
Sunrise Class A Common Shares
7,180
*
*
Chief Business Officer
Sunrise Class B Shares
*
Marcel Huber
Sunrise Class A Common Shares
17,145
*
*
General Counsel & Chief Corporate Affairs Officer
Sunrise Class B Shares
*
All directors and executive officers as a group (15 persons)
Sunrise Class A Common Shares
1,041,022
1.48 
%
7.09 
%
Sunrise Class B Shares
5,758,886
22.32 
%
* Less than 0.9%.
(1) Includes 66,241 Sunrise Class A Common Shares held by a trust managed by an independent trustee, of which the beneficiaries are Mr.     Fries’ children. Mr. Fries has no pecuniary interest in the trust, but he retains the right to substitute the assets held by the trust. Mr. Fries has disclaimed beneficial ownership of the shares held by the trust.

As of December 31, 2025, there were 15 record holders of Sunrise Class A Common Shares with addresses in the United States, whose shareholdings represented approximately 4% of the issued Sunrise Class A Common Shares and 4 record holders of Sunrise Class B Shares with addresses in the United States, whose shareholdings represented approximately 68% of the issued Sunrise Class B Shares. Because some of these shares were held by brokers or other nominees, the number of record holders with addresses in the United States might not fully show the number of beneficial owners in the United States.

Change in Control Arrangements

Not applicable.

7.B Related party transactions

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The information set forth under “Item 18. Financial Statements—Note 26. Related Party Transactions” is incorporated by reference.

7.C Interests of experts and counsel

Not applicable.
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Item 8. Financial Information

8.A Consolidated statements and other financial information

See “Item 18. Financial Statements.”

Dividend Policy

Subject to the dividend policy described below, the Sunrise Board expects to recommend the payment of a dividend in respect of each financial year. If approved by Sunrise’s shareholders at the relevant annual shareholders’ meeting, the dividends will be due and payable. Any investor who purchases Sunrise’s shares before the ex‑dividend date and holds the shares until that date will be entitled to receive the dividends approved at that meeting. Dividends are reflected in Sunrise’s financial statements in the year in which they are approved by Sunrise’s shareholders.

Sunrise's dividend policy is to utilize free cash flows to support attractive shareholder distributions in a disciplined manner. The amount and timing of any future dividends will be determined by the Sunrise Board in its discretion, will be subject to approval of Sunrise’s shareholders and will depend on a number of factors, including Sunrise’s earnings, capital requirements, overall financial condition, applicable law and contractual restrictions. Sunrise will pay dividends exclusively out of qualifying additional paid-in capital (capital contribution reserves (Kapitaleinlagereserven)), for as long as such reserves are available.

The Sunrise Board will propose a dividend of CHF 3.42 per Sunrise Class A Common Share and CHF 0.34 per Sunrise Class B Share to the shareholders for approval at the Annual General Meeting to be held on May 7, 2026.

8.B Significant changes

None.
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Item 9. The Offer and Listing

9.A Offer and listing details

The Sunrise Class A Common Shares are listed in Switzerland on the SIX under the symbol “SUNN.” The Sunrise Class A ADSs ceased trading on the Nasdaq on August 15, 2025 and Sunrise terminated its sponsored Class A ADS program on November 13, 2025. Sunrise has not arranged for listing, quotation and/or registration of its Sunrise Class A ADSs on another securities exchange or quotation medium.

9.B Plan of distribution

Not applicable.

9.C Markets

    The Sunrise Class A Common Shares have been listed on the SIX since November 2024. On July 7, 2025, Sunrise announced its intention to voluntarily delist its Sunrise Class A ADSs from the Nasdaq, terminate its A ADS program and deregister from, and terminate its reporting obligations under, the Exchange Act. The Sunrise Class A ADSs ceased trading on the Nasdaq on August 15, 2025 and Sunrise terminated its sponsored Class A ADSs on November 13, 2025. Sunrise has not arranged for listing, quotation and/or registration of its ADSs on another securities exchange or quotation medium.

9.D Selling shareholders

Not applicable.

9.E Dilution

Not applicable.

9.F Expenses of the issue

Not applicable.
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Item 10. Additional Information

10.A Share capital

Not applicable.

10.B Memorandum and articles of association

Please see the information set forth in Exhibit 2.5 “Description of Securities” and the copy of our Articles of Association filed as Exhibit 1.1, which are each incorporated herein by reference.


10.C Material contracts

Swiss Towers Master Services Agreement

Swiss Towers owns and leases certain mobile antenna sites (the “Sites”) as well as owns passive tower infrastructure at the Sites (“Tower Infrastructure”) and provides Sunrise with access to the same pursuant to a master services agreement, dated 19 July 2017 (as amended to date pursuant to amendments thereto and a settlement agreement among the parties, the “Master Services Agreement”). Swiss Towers also provides operations, maintenance and configuration services with respect to the Tower Infrastructure to Sunrise. Sunrise pays Swiss Towers an annual fee for its services, which is adjusted annually to reflect changes in the Swiss National Consumer Price Index. Swiss Towers is free to provide other mobile network operators access to the Sites and the Tower Infrastructure and related services, provided that, if such services affect certain aspects of services provided to Sunrise, Sunrise’s prior written consent is required. Sunrise and Swiss Towers have established a steering committee with decision-making power with regard to any matters referred to it by either party in relation to the Master Services Agreement.

The Master Services Agreement has an initial term of 20 years which may be extended for up to two additional terms of 10 years each, at Sunrise’s option. However, even if Sunrise does not exercise the first or both of its extension options, the Master Services Agreement will continue in force on the latest agreed terms and conditions after the end of the applicable term, unless Sunrise or Swiss Towers terminates the Master Services Agreement as of the end of the applicable term, subject to a notice period of 24 months prior to the end of the applicable term in the case of Sunrise and five years prior to the end of the applicable term in the case of Swiss Towers. The delivery of a termination notice by Swiss Towers will trigger a good faith renegotiation of the Master Services Agreement. Either party may withdraw from negotiations of such an extension at any time in its discretion.

During the initial and additional terms, the Master Services Agreement can only be terminated (i) in full by either party for good cause with immediate effect; (ii) by Sunrise with respect to individual Sites in its discretion, subject to a six-month notice period; (iii) in full or in part if Sunrise no longer has rights to use radio frequencies and ceases to provide mobile network services in Switzerland, subject to a three-month notice period; or (iv) by Swiss Towers with respect to individual Sites, with Sunrise’s written consent or upon substitution of one Site for another. If the Master Services Agreement is extended beyond the initial, first or second term, it may be terminated by either party subject to a five-year notice period as of the end of a calendar year, subject to certain rights of Sunrise available on termination.

If Swiss Towers terminates the Master Services Agreement in full in accordance with its terms or if Sunrise terminates the Master Services Agreement for good cause, Swiss Towers must offer Sunrise the right, exercisable within three months of the applicable termination notice, to purchase all Tower Infrastructure and an assignment of rights under all of Swiss Towers’ agreements with Site owners at a discount to fair market value (determined in accordance with the terms of the Master Services Agreement), which varies based on the circumstances of the termination. In addition, in the case of any termination of the Master Services Agreement, Sunrise may request Swiss Towers, subject to a 12-month notice period, to extend the Master Services Agreement with respect to up to a portion of the Sites for twelve months. Under certain circumstances such as a material uncured breach of the Master
54









Services Agreement by Swiss Towers, Sunrise has the right to exercise certain “step-in” rights until Swiss Towers is again able to proceed on the terms of the Master Services Agreement.

The rights and obligations created by the Master Services Agreement may only be transferred in whole or in part, with the prior written consent of the other party. A change of control in Swiss Towers, a sale of all or a part of the Tower Infrastructure and the transfer of all or a part of Swiss Towers’ agreements with Site owners to a third party is subject to Sunrise’s prior written consent, which must be given if, among other things, control of Swiss Towers or the Tower Infrastructure is not transferred to a competitor and if, in the case of a sale of all or a part of the Tower Infrastructure, the Master Services Agreement is transferred to the acquiring party (or the acquiring party enters into a comparable agreement).

The foregoing description of the Master Services Agreement is qualified in its entirety by reference to the full text of the Master Services Agreement and amendments thereto, copies of which are filed as exhibits to this Annual Report on Form 20-F.

Agreements related to the spin-off

In connection with the spin-off, we entered into a master separation agreement, tax separation agreement, technology master services agreement, transitional services agreements and several other agreements with Liberty Global to effect the separation of the Sunrise Business and to provide a framework for our relationship with Liberty Global after the spin-off.

In connection with the spin-off, Sunrise also entered into a structured finance agreement, shared services agreement, procurement agreement, interconnect agreement, roaming brokering agreement, hyperscaler consultancy agreement and call center support agreement, each of which is not material to Sunrise.

Master Separation Agreement

On 9 September 2024, Sunrise entered into a master separation agreement with Liberty Global that set forth the principal corporate transactions (including the internal restructuring and transfer of assets and employment or service) that were required to effect the spin-off, certain conditions to the spin-off and a number of other provisions governing the relationship between Liberty Global and Sunrise following the completion of the spin-off (the “master separation agreement”).


The master separation agreement provides that Liberty Global and Sunrise cooperate in good faith to identify and transfer the employment or service of certain service providers between Liberty Global and Sunrise and that following the spin-off, Sunrise will generally give credit to its service providers for their service to Liberty Global prior to the spin-off. Liberty Global and Sunrise are required to further cooperate and provide each other with access to the appropriate personnel and information to effect the division of employment and benefits-related assets and liabilities in accordance with the terms of the master separation agreement.

The master separation agreement also contains mutual indemnification obligations, which are designed to make Sunrise financially responsible for substantially all of the liabilities that may exist relating to the Sunrise Business together with certain other specified liabilities, as well as for all liabilities incurred by Sunrise after the spin-off, and to make Liberty Global financially responsible for all potential liabilities of Sunrise which are not related to the Sunrise Business, including, for example, any liabilities arising as a result of Sunrise having been a subsidiary of Liberty Global, together with certain other specified liabilities. These indemnification obligations exclude any matters relating to taxes. For a description of the allocation of tax-related obligations, see “—Tax Separation Agreement” below.

The master separation agreement requires each of Sunrise and Liberty Global to hold in strict confidence and not to disclose, release or use any and all confidential and proprietary information of the other party without the prior written consent of the other party, subject to customary exceptions, including disclosures required by law,
55









court order or government regulation. In addition, each of Sunrise and Liberty Global agreed to provide each other with information reasonably necessary to comply with reporting, disclosure, filing or other requirements of any national securities exchange or governmental authority, for use in certain judicial, regulatory, administrative and other proceedings and to satisfy certain audit, accounting, litigation and other similar requests.

The master separation agreement provides that any disputes, controversies or claims that may arise between Sunrise and Liberty Global related to the master separation agreement and the other agreements entered into in connection with the spin-off that cannot be resolved by members of senior management of Sunrise and Liberty Global be resolved by binding arbitration.

In the master separation agreement, each of Sunrise and Liberty Global released the other and its subsidiaries, and its and their respective affiliates, directors, officers, agents and employees, from any claims against any of them that arise out of or relate to events, circumstances or actions occurring or failing to occur prior to the spin-off, subject to certain exceptions set forth in the master separation agreement.

Tax Separation Agreement

On 13 September 2024, Sunrise entered into a tax separation agreement with Liberty Global under which tax liabilities and tax benefits relating to taxable periods before and after the spin-off are computed and apportioned between the parties, and the responsibility for payment of those tax liabilities (including any taxes attributable to the spin-off) as well as the right to use those tax benefits were allocated between Sunrise and Liberty Global (the “tax seperation agreement”). Furthermore, the tax separation agreement sets forth the rights of the parties in respect of the preparation and filing of tax returns, the handling of audits or other tax proceedings and assistance and cooperation and other matters, in each case, for taxable periods ending on or before or that otherwise include the date of the spin-off.

Generally, the tax separation agreement provides that Sunrise assumes liability for, and is required to indemnify Liberty Global against, any taxes attributable to the income, assets and operations of Sunrise allocable to any taxable period, while Liberty Global assumes liability for, and is required to indemnify Sunrise against, any taxes attributable to the income, assets and operations of the Liberty Group. Moreover, Sunrise assumed liability for, and is required to indemnify Liberty Global against, any taxes that are attributable to certain internal restructuring transactions undertaken in anticipation of the spin-off. The tax separation agreement also provides that Sunrise and Liberty Global are equally allocated any tax liabilities in the event that the spin-off is not accorded the tax treatment expected by the parties. However, in the event that the spin-off is determined to be taxable as a result of (i) certain actions taken by Liberty Global, then Liberty Global is responsible for all taxes imposed on Sunrise or Liberty Global as a result thereof, or (ii) certain actions taken by Sunrise, then Sunrise is responsible for all taxes imposed on it or Liberty Global as a result thereof, including taxes imposed on Liberty Global’s shareholders that Sunrise or Liberty Global bear as a result of shareholder litigation. These tax amounts could be significant.

The tax separation agreement provides for certain covenants (such as restrictions on mergers, sales of assets, certain sales of its stock and similar transactions) that may restrict Sunrise’s ability to pursue strategic or other transactions to the extent inconsistent with the tax opinions that Sunrise received and the intended tax treatment of transactions, including specific prohibitions on taking certain actions that could jeopardize the tax status of the spin-off. Under the tax separation agreement, these restrictions apply for two years following the spin-off, unless Sunrise obtains a tax opinion that such action will not result in taxes being imposed on the spin-off, or unless Sunrise and Liberty Global agree otherwise. Though valid as between the parties, the tax separation agreement is not binding on the IRS or other tax authorities.

Technology Master Services Agreement

Liberty Global Technology Services B.V. (“LGTS”), a subsidiary of Liberty Global, and Sunrise are party to a services agreement, originally entered into by such parties or their affiliates in 2014 (with respect to the business of UPC at that time), pursuant to which LGTS provides to Sunrise various technology-related platforms, products and services, including entertainment platforms and support services, connectivity platforms and support services,
56









Global Tier-1 international internet and enterprise backbone network, IP transit and peering services, information technology applications and related services, mobile virtual network operator services, business-to-business-related services, technical architecture advisory services, and security services (the “technology master services agreement”). In connection with the spin-off, Liberty Global and Sunrise agreed that the technology master services agreement will remain in place for a period of five years from the closing of the spin-off; provided, that, Sunrise has the option to (i) terminate certain services under such agreement on the fourth anniversary thereof by providing Liberty Global with 12 months’ prior written notice of such early termination or (ii) extend the term of the services for one additional period of two years. Sunrise also has the right to request migration support for each of the services provided under the technology master services agreement for an exit period of up to 24 months to wind down or transition away from its use of any such service at the end of the term of such service. In the event that services are terminated earlier than the fourth anniversary, the transition support reduces to 12 months.

The technology master services agreement may be terminated (i) by either party thereto in the event of a material uncured breach by the other party that affects all or substantially all of the services provided thereunder or following the occurrence of an insolvency event involving the other party, or (ii) by LGTS in the case of persistent or material non-payment of amounts owed thereunder by Sunrise. In addition, either party to the technology master services agreement may terminate any individual service thereunder in the case of an extended force majeure event that affects such service or a material uncured breach by the other party that affects such service, and LGTS may terminate any individual service thereunder that LGTS plans to cease providing to all or a material part of the Liberty Global group receiving such service (subject to the provision to Sunrise of certain exit assistance for such service).

The aggregate liability of each party to the technology master services agreement (and their respective affiliates) (i) in relation to any service provided thereunder in any contract year is limited to the aggregate base charges paid or payable in relation to such service during the immediately preceding contract year and (ii) for all claims arising thereunder in any contract year is limited to the aggregate base charges paid or payable for all services thereunder during the immediately preceding contract year, in each case, subject to certain exceptions set forth in the technology master services agreement, including in the event of fraud or deliberate default by the other party. The aggregate base charges payable by Sunrise under the technology master services agreement is approximately CHF 76,0 million per year.

Transitional Services Agreements

On 8 November 2024, Liberty Global Europe Limited (“LGE”) and Sunrise entered into transitional services agreements pursuant to which LGE provides Sunrise various administrative services to ensure an orderly transition following the spin-off. The services provided by LGE include, among others, internal audit, compliance, internal controls, external reporting, accounting, treasury, emerging business, corporate affairs and regulatory, human resources, legal, content and brand access services. The terms of the services are up to five years following the spin-off, depending on the individual service elements. In addition, the transitional services agreements with a five-year term are subject to an early termination right on the fourth anniversary thereof; provided, that, Sunrise provides LGE with 12 months’ prior written notice of such early termination. The aggregate charges expected to be payable by Sunrise under the transitional services agreements decrease during the term and are approximately CHF 30,0 million for the first year.

10.D Exchange controls

Under current Swiss law, there are no limitations on the amount of payments that may be remitted by a Swiss company to non-residents, other than under government sanctions imposed on particular countries, regimes, organizations or persons which may create restrictions on payments to or from certain countries, regimes, organizations or persons.

10.E Taxation

57









The taxation discussion set forth below is intended only as a descriptive summary and does not purport to be a complete analysis or listing of all potential tax effects relevant to the ownership or disposition of the Sunrise Shares. The statements of U.S. and Swiss tax laws set forth below are based on the laws and regulations in force as of the date of this 20‑F—including the current Convention Between the U.S. and the Swiss Confederation for the Avoidance of Double Taxation with Respect to Taxes on Income, entered into force on 19 December 1997 (the “Treaty”); the U.S. Internal Revenue Code of 1986, as amended (the “Code”); the U.S. Treasury regulations promulgated under the Code (the “Treasury Regulations”); rulings; judicial decisions; and administrative pronouncements—and may be subject to any changes in U.S. and Swiss law, and in any double taxation convention or treaty between the U.S. and Switzerland occurring after that date, which changes may have retroactive effect.

Certain Swiss Tax Considerations Regarding the Sunrise Shares

The following is a general summary of certain tax consequences of the acquisition, ownership and disposition of Sunrise Shares based on Swiss income tax laws and regulations in force on the date of this Annual Report on Form 20-F. Tax consequences are subject to changes in applicable law, including changes that could have a retroactive effect. This is not a complete analysis of the potential tax effects relevant to a decision to invest in Sunrise Shares nor does the following summary take into account or discuss the tax laws of any jurisdiction other than Switzerland. It also does not take into account investors’ individual circumstances. This summary does not purport to be a legal opinion or to address all tax aspects that may be relevant to any particular holder of Sunrise Shares.

Investors are urged to consult their own tax advisors as to tax consequences of the acquisition, ownership and disposition of Sunrise Shares. Tax consequences may differ according to the provisions of different tax treaties (see below) and the investor’s particular circumstances.

Swiss Withholding Tax

Under Swiss tax law, dividends due and similar cash or in-kind distributions made by Sunrise to a holder of Sunrise Shares (including liquidation proceeds and bonus shares or repurchases of Sunrise Shares) are subject to Swiss federal withholding tax (Verrechnungssteuer) (“Swiss Withholding Tax”), currently at a rate of 35% (applicable to the gross amount of taxable distribution). The repayment of the nominal value of the Sunrise Shares and any permissible repayment of qualifying additional paid in capital (capital contribution reserves (Reserven aus Kapitaleinlagen)) are not subject to Swiss Withholding Tax.

Swiss tax resident individuals who hold their shares as private assets (“Resident Private Shareholders”) are in principle eligible for a full refund or credit against income tax of the Swiss Withholding Tax if they duly report the underlying income in their income tax return. In addition, (i) corporate and individual shareholders who are resident in Switzerland for tax purposes, (ii) corporate and individual shareholders who are not resident in Switzerland and who hold their shares as part of a trade or business carried on in Switzerland through a permanent establishment or fixed place of business situated in Switzerland for tax purposes and (iii) Swiss resident private individuals who, for income tax purposes are classified as “professional securities dealers” for reasons of, inter alia, frequent dealing, or leveraged transactions, in shares and other securities (collectively, “Domestic Commercial Shareholders”) are in principle eligible for a full refund or credit against income tax of the Swiss Withholding Tax if they duly report the underlying income in their income statements or income tax return, as the case may be.

Shareholders who are not resident in Switzerland for tax purposes, and who, during the respective taxation year, have not engaged in a trade or business carried on through a permanent establishment or fixed place of business situated in Switzerland for tax purposes, and who are not subject to corporate or individual income taxation in Switzerland for any other reason (collectively, “Non-Resident Shareholders”) may be entitled to a total or partial refund of the Swiss Withholding Tax if the country in which such recipient resides for tax purposes maintains a bilateral treaty for the avoidance of double taxation with Switzerland and further conditions of such treaty are met. Non-Resident Shareholders should be aware that the procedures for claiming treaty benefits (and the time required for obtaining a refund) may differ from country to country. Non-Resident Shareholders should consult their own legal, financial or tax advisors regarding receipt, ownership, purchases, sale or other dispositions of Sunrise Shares and the procedures for claiming a refund of the Swiss Withholding Tax.
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Swiss Federal Stamp Taxes

The Swiss Federal Issuance Stamp Tax (Emissionsabgabe) of 1% is levied on the issuance of shares and increases in or contributions to the equity of Swiss tax resident corporations. The Swiss Federal Issuance Stamp Tax levied on the proceeds from the issuance of the Sunrise Shares will be borne by Sunrise.

The purchase or sale of Sunrise Shares, whether by Resident Private Shareholders, Domestic Commercial Shareholders or Non-Resident Shareholders, may be subject to Swiss Federal Securities Transfer Stamp Tax at a current rate of up to 0.15%, as well as the SIX turnover fee, both calculated on the purchase price or the sale proceeds, respectively, if (i) such transfer occurs through or with a Swiss or Liechtensteinian bank or by or with involvement of another Swiss securities dealer as defined in the Swiss federal stamp tax act and (ii) no exemption applies.

Swiss Federal, Cantonal and Communal Individual Income Tax and Corporate Income Tax

Non-Resident Shareholders are not subject to any Swiss federal, cantonal or communal income tax on dividend payments and similar distributions simply because they hold Sunrise Shares. The same applies for capital gains on the sale of Sunrise Shares. For Swiss Withholding Tax consequences, see above.

Resident Private Shareholders who receive dividends and similar cash or in-kind distributions (including liquidation proceeds as well as bonus shares or taxable repurchases of Sunrise Shares as described above), which are not repayments of the nominal value of the Sunrise Shares or permissible repayment of qualifying additional paid in capital (capital contribution reserves (Reserven aus Kapitaleinlagen)), are required to report such receipts in their individual income tax returns and are subject to Swiss federal, cantonal and communal income tax on any net taxable income for the relevant tax period. A gain or a loss by Resident Private Shareholders realized upon the sale or other disposition of Sunrise Shares to a third party will generally be a tax-free private capital gain or a non-tax-deductible capital loss, as the case may be. Domestic Commercial Shareholders who receive dividends and similar cash or in-kind distributions (including liquidation proceeds and bonus shares or taxable repurchases of Sunrise Shares as described above) are required to recognize such payments in their income statements for the relevant tax period and are subject to Swiss federal, cantonal and communal individual or corporate income tax, as the case may be, on any net taxable earnings accumulated (including the dividends) for such period. The same taxation treatment also applies to Swiss-resident individuals who, for Swiss income tax purposes, are classified as “professional securities dealers” for reasons of, inter alia, frequent dealings or leveraged transactions in securities. Domestic Commercial Shareholders who are corporate taxpayers may qualify for participation relief on dividend distributions (Beteiligungsabzug), if the shares held have an aggregate market value of at least CHF 1 million. Domestic Commercial Shareholders are required to recognize a gain or loss realized upon the disposal of Sunrise Shares in their income statement for the respective taxation period and are subject to Swiss federal, cantonal and communal individual or corporate income tax, as the case may be, on any net taxable earnings (including the gain or loss realized on the sale or other disposition of Sunrise Shares) for such taxation period. The same tax treatment also applies to Swiss-resident individuals who, for Swiss income tax purposes, are classified as “professional securities dealers” for reasons of, inter alia, frequent dealings or leveraged transactions in securities.

Swiss Wealth Tax and Capital Tax

Non-Resident Shareholders holding Sunrise Shares are not subject to cantonal and communal wealth or annual capital tax simply because they hold Sunrise Shares.

Resident Private Shareholders are required to report their Sunrise Shares as part of their private wealth and are subject to cantonal and communal wealth tax on any net taxable wealth (including Sunrise Shares). Domestic Commercial Shareholders are required to report their Sunrise Shares as part of their business wealth or taxable capital, as defined, and are subject to cantonal and communal wealth or annual capital tax. No wealth or capital tax is levied at the federal level.

International Automatic Exchange of Information in Tax Matters
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Switzerland has concluded a bilateral agreement with the European Union on the international automatic exchange of information (“AEOI”) in tax matters (the “AEOI Agreement”). This AEOI Agreement became effective as of 1 January 2017, and applies to all 27 member states as well as Gibraltar. Furthermore, on 1 January 2017, the multilateral competent authority agreement on the automatic exchange of financial account information and, based on such agreement, a number of bilateral AEOI agreements with other countries, such as the United Kingdom, became effective. Based on this AEOI Agreement and the bilateral AEOI agreements and the implementing laws of Switzerland, Switzerland collects data in respect of financial assets, which may include shares, held in, and income derived from and credited to, accounts or deposits with a paying agent in Switzerland for the benefit of residents in a EU member state or a treaty state from 2017, and exchanges such information since 2018. Switzerland has signed and is expected to sign further AEOI agreements with other countries. A list of the AEOI agreements of Switzerland in effect or signed and becoming effective can be found on the website of the State Secretariat for International Finance (SIF).

Swiss Facilitation of the Implementation of the U.S. Foreign Account Tax Compliance Act

Switzerland has concluded an intergovernmental agreement with the U.S. to facilitate the implementation of the U.S. Foreign Account Tax Compliance Act (“FATCA”). The agreement ensures that the accounts held by U.S. persons with Swiss financial institutions are disclosed to the U.S. tax authorities either with the consent of the account holder or by means of group requests within the scope of administrative assistance. Information will not be transferred automatically in the absence of consent and instead will be exchanged only within the scope of administrative assistance on the basis of the double taxation agreement between the U.S. and Switzerland. In September 2019, the protocol of amendment to the double taxation treaty between Switzerland and the U.S. entered into force, allowing U.S. competent authorities request all reported information on U.S. accounts in aggregate form without a declaration of consent, as well as on non-consenting non-participating financial institutions. On the basis of the Swiss Federal Council mandate adopted in October 2014, Switzerland and the United States negotiated and signed Model 1 of the FATCA agreement in June 2024. Accordingly, there will be a change from the current direct notification-based regime to a regime where the relevant information is sent to the Swiss Federal Tax Administration, which in turn provides the information to the U.S. tax authorities. The implementation process is currently under way and the earliest entry into force is scheduled for 1 January 2027. Until then, the current direct notification based regime remains in place.
10.F Dividends and paying agents

Not applicable.

10.G Statement by experts

Not applicable.

10.H Documents on display

Any statement in this Annual Report on Form 20‑F about any of our contracts or other documents is not necessarily complete. If the contract or document is filed as an exhibit to this Annual Report on Form 20‑F, the contract or document is deemed to modify the description contained in this Annual Report on Form 20‑F. You must review the exhibits themselves for a complete description of the contract or document.

The SEC maintains an internet site at http://www.sec.gov that contains reports and other information regarding issuers that file electronically with the SEC. These SEC filings are also available to the public from commercial document retrieval services.

We are required to file or furnish reports and other information with the SEC under the Exchange Act and regulations under that act. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the form and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
60










10.I Subsidiary information

Not applicable.

10.J Annual Report to Security Holders

If we are required to provide an annual report to security holders in response to the requirements of Form 6-K, we will submit the annual report to security holders in electronic format in accordance with the EDGAR Filer Manual.    
61









Item 11. Quantitative and Qualitative Disclosures About Market Risk

The information on page 65 in our Annual Report 2025 under the heading “Operational & Financial Review—Quantitative and qualitative disclosures about market risk” is incorporated herein by reference.
62









Item 12. Description of Securities Other than Equity Securities

12.A Debt securities

Not applicable.

12.B Warrants and rights

Not applicable.

12.C Other securities

Not applicable.

12.D American Depositary Shares

Not Applicable. Sunrise terminated its sponsored Class A ADS program on November 13, 2025, following its voluntary delisting from Nasdaq and cessation of ADS trading on Nasdaq on August 15, 2025. On January 30, 2026, Sunrise terminated its sponsored Class B ADS program.

63









PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

None.
64









Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

None.
65









Item 15. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of 31 December 2025. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of 31 December 2025 our disclosure controls and procedures were effective.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards as issued by the IASB. Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS Accounting Standards as issued by the IASB, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In conducting its assessment of internal control over financial reporting, management based its evaluation on the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2025.

Attestation Report of the Registered Public Accounting Firm

Our independent registered public accounting firm, KPMG AG, who audited the consolidated financial statements included in this Annual Report on Form 20-F, and as part of their audit, has issued their report, included herein, on the effectiveness of our internal control over financial reporting as of December 31, 2025. KPMG AG’s report is included in “Item 18. Financial Statements”.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting that occurred during the period covered by this Annual Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
66









Item 16A. Audit Committee Financial Expert

The Sunrise Board has determined that Mr. Meyer qualifies as an “audit committee financial expert” as that term is defined in Item 16A(b) of Form 20-F and meets the independence requirements of Rule 10A-3 of the Exchange Act.
67









Item 16B. Code of Ethics

We have adopted a Code of Business Conduct and Ethics that is applicable to all of our employees, executive officers and directors. A copy of the Code of Business Conduct and Ethics is available on our website at https://www.sunrise.ch/en/corporate/about-us/downloads. Information contained on, or that can be accessed through our website does not constitute a part of this report and is not incorporated by reference herein. During 2025, we did not significantly amend the Code of Business Conduct and Ethics or grant any waiver, including any implicit waiver, from any provision of the Code of Business Conduct and Ethics to any Sunrise Directors or employees. If we make any amendment to the Code of Business Conduct and Ethics or grant any waivers, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics, we will disclose the nature of such amendment or waiver on our website to the extent required by the rules and regulations of the SEC.
68









Item 16C. Principal Accountant Fees and Services

    The consolidated financial statements of Sunrise Communications AG as of 31 December 2025 and 2024 and for each of the three years in the period ended 31 December 2025, appearing in this Annual Report have been audited by KPMG AG, Switzerland (“KPMG AG”), independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein. The registered business address of KPMG AG is Badenerstrasse 172, CH-8036 Zurich, Switzerland (PCAOB ID 3240).

The table below summarizes the fees for the professional services rendered by KPMG AG for the years ended 31 December 2025, 2024 and 2023 and breaks down these amounts by category of service:


Year ended 31 December
2025
2024
2023
CHF million
Audit Fees
3.4 
3.0 
4.1 
Audit-related fees
0.1 
0.1 
0.1 
Tax fees
— 
— 
— 
All other fees
— 
— 
— 
Total
3.5 
3.2 
4.1 

“Audit Fees” consist of fees billed for the annual audit of our consolidated financial statements, and the statutory audit of our consolidated and stand-alone financial statements, and the audit related to the effectiveness of the Company's internal control over financial reporting, and to issue reports on local statutory financial statements. 2025 fee includes CHF 0.3 million in relation with the issuance of the comfort letter in connection with a public debt offering. Audit Fees also include services that only our independent external auditor can reasonably provide, such as the review of documents filed with the U.S. stock exchange. 2024 fee includes CHF 0.2 million and CHF 0.2 million in connection with the spin-off and standalone company financial reporting requirements respectively. 2023 fee includes CHF 1.5 million in connection with the spin-off, shown in the year the service was related to.

“Audit-Related Fees” include other assurance services provided by the independent auditor but not restricted to those that can only be provided by the statutory auditor. These services consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of its financial statements or that are traditionally performed by the external auditor and mainly include services such as due diligence, agreed-upon or expanded audit procedures and ESG limited assurance services.

“Tax Fees” may include services for tax compliance, tax planning and tax advice.

“Other Fees” may consist of services other than the services reported in audit fees, audit-related fees and tax fees.

Audit and Non-Audit Services Pre-Approval Policy

To ensure the independence and objectivity of our external auditors, the provision of all non-audit services by the external auditors are pre-approved by our audit committee.
69









Item 16D. Exemptions from the Listing Standards for Audit Committees

Under the listed company audit committee rules of the SEC, Sunrise must comply with Rule 10A-3 under the Exchange Act, which requires that Sunrise establishes an audit committee composed of members of the board of directors that meets specified requirements. Sunrise has established a statutory audit committee. The Audit Committee meets the requirements for the exemption available to foreign private issuers under paragraph (c)(3) of Rule 10A-3 under the Exchange Act. The Audit Committee is not the equivalent of, or wholly comparable to, a U.S. audit committee. Among other differences, each member of the Audit Committee is not required to meet the standards of “independence” established in Rule 10A-3.



70









Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

In 2025, no purchases of Sunrise's equity securities were made by or on behalf of Sunrise Communications AG or any affiliated purchaser.

71









Item 16F. Change in Registrant’s Certifying Accountant

Not applicable.

72









Item 16G. Corporate Governance

Not applicable.
73









Item 16H. Mine Safety Disclosure

Not applicable.
74









Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.
75









Item 16J. Insider Trading Policies

Sunrise has an insider trading policy governing all transactions in securities of any Sunrise group company that applies to all Sunrise personnel, including directors, officers and employees, as well as Sunrise's advisors who have or could have access to insider information or material non-public information. Sunrise also follows procedures for the repurchase of its own securities. We believe our insider trading policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to Sunrise. A copy of Sunrise's insider trading policy is filed as Exhibit 11.1 to this Annual Report on Form 20-F.
76









Item 16K. Cybersecurity

Sunrise is subject to risks from cyber attacks that have the potential to cause significant interruptions to the operation of its business. The frequency of these attempted intrusions has increased in recent years and the sources, motivations and techniques of attack continue to evolve and change rapidly. Sunrise has developed a cybersecurity program that is designed to scan for, monitor and identify risks to company confidential or non-public information, protect such information, detect threats and events and maintain an appropriate response and recovery capability to help ensure resilience against cyber attacks and other information security incidents. Sunrise has adopted a variety of measures to monitor and address cyber-related risks and continue to implement and explore additional cybersecurity measures.

Sunrise's strategy for managing cyber-related threats is risk-based and, where appropriate, integrated within our comprehensive enterprise risk management processes. Sunrise's Chief Information Security Officer (“CISO”), who reports directly to Sunrise's Chief Technology Officer (“CTO”), leads a dedicated cybersecurity team and is responsible for the design, implementation and execution of our cyber risk management strategy. Additionally, the Compliance, Regulatory & Governance team who is reporting to the General Counsel and Chief Corporate Affairs Officer (“CAO”) and works closely with the CISO on information security matters oversees and manages the ISO 27001:2022 certified Sunrise Information Security Management System (“ISMS”) as well as the ISO 22301 certified Sunrise Business Continuity Management System (“BCMS”). Both of these management systems include a comprehensive and specific risk management and policy framework. The risks from the respective management systems feed directly into the corporate risk management and are regularly reported to the Audit Committee.

Sunrise's CISO and cybersecurity teams actively monitor Sunrise's systems, regularly review and adapt its policies, compliance, regulations and best practices, perform penetration testing, conduct incident response exercises and internal ethical phishing campaigns and provide periodic training and communication across the organization to strengthen security focused behavior and foster a culture of digital safety. Sunrise's cybersecurity team also routinely participates in industry-wide programs to further information sharing, intelligence gathering and unity of effort in responding to potential or actual attacks. The Sunrise ISO-certified BCMS operates and is externally audited on a yearly cycle and includes comprehensive business continuity plans for all critical systems and activities to develop an effective recovery strategy that seeks to decrease incident response times, limit financial impacts and maintain customer confidence during any business interruption. As part of the ISO-certified ISMS, Sunrise also administers a third-party risk governance program that identifies potential risks introduced through third-party relationships, such as vendors, software and hardware manufacturers or professional service providers. Sunrise seeks to obtain certain contractual security guarantees and assurances with these third-party relationships to help ensure the security and safety of its information. The cybersecurity teams work closely with a broad range of departments, including legal, regulatory, corporate communications, audit services, information technology and operational technology functions critical to Sunrise's operations, as well as engaging external vendors to help ensure the company’s cybersecurity program operates effectively.

Sunrise's current CISO, Antti Partanen, has significant experience leading cybersecurity efforts at large enterprises, having worked immediately prior to joining Sunrise at Vodafone Global Cyber Security where he was instrumental in shaping the Cyber Security function at Vodafone Germany, the biggest Vodafone OpCo, where he held the roles of Head of Cyber Prevent and Deputy Chief Information Security Officer during a period of eight years. The Sunrise CISO also holds a Masters degree in Communications Engineering, Telecommunications Systems and Network Security from Helsinki University of Technology (Aalto University). Furthermore, he is a ISACA-Certified Information Security Manager. Sunrise's CISO has been with the company or its subsidiaries for over three years.

Cybersecurity incidents detected by Sunrise's cybersecurity team are evaluated internally based on their severity. Management of cyber incidents is aligned with the Sunrise Corporate Crisis Management4, with major incidents being escalated to, and managed by, the Corporate Crisis Management, and according to the thresholds defined in the Corporate Crisis Management, escalated to the highest levels of management, including the company’s Chief Technology Officer (“CTO”), its CAO, and, ultimately, its CEO. These members of the Executive Committee are provided with details of the type and severity of the attack, the company’s planned response to the
4 The Sunrise Corporate Crisis Management deals with crisis situations, aiming to facilitate rapid and appropriate responses to serious events such as natural disasters, terrorist attacks, and IT system failures, with the goal of restoring normal operations as quickly as possible.
77









incident and are briefed on what information was accessed and the impact such incident has had or is expected to have on the company’s operations, as well as any financial or regulatory implications resulting from the incident.

Sunrise's Audit Committee is responsible for the oversight of our cybersecurity measures, incident response management and risks related to cybersecurity and technology as well as the steps taken by management to mitigate such risks. Sunrise's CISO provides periodic updates to the Audit Committee on the state of Sunrise's cybersecurity posture, new threats or threat actors that the company is monitoring or developing defenses against, and any potential areas of improvement. Sunrise's CEO, CTO, CISO and CAO also have to provide ad-hoc updates to the Audit Committee and full board of directors, as appropriate, in the case of a material cybersecurity incident, providing them a full briefing of the type and scope of the incident as well as the company’s current and planned mitigation efforts. All the members of the Audit Committee have significant direct or indirect cybersecurity experience. Cybersecurity and the effectiveness of our cybersecurity strategy are regular topics of discussion at meetings of our Audit Committee and board of directors.

In 2025, there were no cybersecurity threats, including as a result of any previous cybersecurity incidents, that materially affected or are reasonably likely to materially affect the company, including its business strategy, results of operations or financial condition.
78









Part III


Item 17. Financial Statements

See response to “Item 18. Financial Statements.”
79









Item 18. Financial Statements



80









Sunrise Communications AG
Consolidated Statements of Income or Loss
Note
Year ended 31 December
in CHF millions
2025
2024
2023
Revenue
6
2,983.4
3,018.0
3,035.2
Direct costs
(831.2)
(830.1)
(834.6)
Personnel expenses
8 and 10
(429.9)
(407.0)
(416.7)
Other operating income and capitalised labour
7 and 26
63.3
68.1
105.7
Other operating expenses
7 and 26
(623.1)
(696.4)
(758.8)
Depreciation of right-of-use assets
13
(129.9)
(129.7)
(128.0)
Depreciation and amortisation
14 and 15
(936.4)
(917.9)
(992.1)
Operating income
96.2
105.0
10.7
Financial income
22
425.8
257.7
574.7
Financial expenses
22
(656.3)
(742.6)
(957.2)
Share of gains (losses) of equity method investments
25
5.9
1.3
(0.3)
(Loss) before taxes
(128.4)
(378.6)
(372.1)
Income tax benefit
19
19.9
16.7
59.9
Net (loss)
(108.5)
(361.9)
(312.2)
Attributable to:
Sunrise Communications AG shareholders
(112.2)
(365.8)
(316.1)
Non-controlling interest
3.7
3.9
3.9
Earnings (loss) per share
Basic and diluted earnings (loss) per share of class A
21
(1.6)
(5.1)
(4.4)
Basic and diluted earnings (loss) per share of class B
21
(0.2)
(0.5)
(0.4)

The accompanying notes are an integral part of these consolidated financial statements.
81









Sunrise Communications AG
Consolidated Statements of Comprehensive Income or Loss

Year ended 31 December
in CHF millions
2025
2024
2023
Net (loss)
(108.5)
(361.9)
(312.2)
Items that are or may be reclassified to the statement of income or loss
Foreign currency translation adjustments
0.0
(13.3)
(95.0)
Items that will not be reclassified to the statement of income or loss
Pension-relation adjustments
2.8
(8.9)
(28.4)
Related tax
(0.6)
1.2
5.4
Other comprehensive income (loss), net of taxes
2.2
(21.0)
(118.0)
Attributable to:
Sunrise Communications AG shareholders
2.3
(21.0)
(117.8)
Non-controlling interest
(0.1)
0.0
(0.2)
Total comprehensive (loss), net of taxes
(106.3)
(382.9)
(430.2)
Attributable to:
Sunrise Communications AG shareholders
(109.9)
(386.8)
(433.9)
Non-controlling interest
3.6
3.9
3.7

The accompanying notes are an integral part of these consolidated financial statements.
82









Sunrise Communications AG
Consolidated Statements of Financial Position
Note
31 December
31 December
in CHF millions
2025
2024
Assets
Current assets:
Cash and cash equivalents
273.2
351.8
Trade receivables
24
330.7
353.0
Financial assets
24
140.9
162.5
Tax receivables
19
5.5
Other current assets
12
270.6
259.9
Total current assets
1,020.9
1,127.2
Non-current assets:
Property, plant and equipment
14
2,231.6
2,338.5
Goodwill
16
6,012.7
6,012.7
Intangible assets
15
934.5
1,084.4
Right-of-use assets
13
1,367.9
1,262.5
Financial assets
24
9.6
5.1
Investments
25
30.0
48.4
Deferred tax assets
19
15.3
23.6
Other non-current assets
12
102.2
160.4
Total non-current assets
10,703.8
10,935.6
Total assets
11,724.7
12,062.8
83









Note
31 December
31 December
in CHF millions
2025
2024
Liabilities and Equity
Liabilities
Current liabilities:
Accounts payable
328.7
316.0
Lease liabilities
13
181.4
164.1
Financial liabilities
24
558.8
586.7
Provisions
17
2.9
4.7
Tax liabilities
11.4
17.9
Other current liabilities
12
456.9
497.0
Total current liabilities
1,540.1
1,586.4
Non-current liabilities:
Lease liabilities
13
1,095.8
1,055.2
Financial liabilities
24
4,598.0
4,747.9
Provisions
17
67.3
64.0
Defined benefit obligations
10
1.8
8.4
Deferred tax liabilities
19
115.4
165.8
Other non-current liabilities
12
230.6
48.2
Total non-current liabilities
6,108.9
6,089.5
Total liabilities
7,649.0
7,675.9
Equity:
Ordinary share capital
20
7.4
7.2
Treasury shares
(0.1)
(0.1)
Reserves
20
4,042.2
4,353.7
Equity attributable to the shareholders
4,049.5
4,360.8
Non-controlling interest
20
26.2
26.1
Total equity
4,075.7
4,386.9
Total liabilities and equity
11,724.7
12,062.8
The accompanying notes are an integral part of these consolidated financial statements.
84









Sunrise Communications AG
Consolidated Statements of Changes in Equity

in CHF millions
Ordinary share capital
Treasury Stock
Other reserves
Currency translation reserve
Actuarial gains/(losses) from defined benefit plans, net of taxes
Total equity attributable to shareholders
Non-controlling interests
Total equity
Balance at 1 January 2023
4,153.6
(155.3)
31.9
4,030.2
19.3
4,049.5
Net Income (loss)
(316.1)
(316.1)
3.9
(312.2)
Other comprehensive income (loss), net of taxes
(95.0)
(22.8)
(117.8)
(0.2)
(118.0)
Total comprehensive income
(316.1)
(95.0)
(22.8)
(433.9)
3.7
(430.2)
Share-based compensation
21.9
21.9
21.9
Capital contributions (distributions)
(63.4)
(63.4)
(0.8)
(64.2)
Balance at 31 December 2023
3,796.0
(250.3)
9.1
3,554.8
22.2
3,577.0
Net income (loss)
(365.8)
(365.8)
3.9
(361.9)
Other comprehensive income (loss), net of taxes
(13.3)
(7.7)
(21.0)
(21.0)
Total comprehensive income
(365.8)
(13.3)
(7.7)
(386.8)
3.9
(382.9)
Issuance of shares
7.2
(0.1)
(7.1)
Share-based compensation
15.1
15.1
15.1
Capital contributions (distributions)
1,177.7
1,177.7
1,177.7
Balance at 31 December 2024
7.2
(0.1)
4,615.9
(263.6)
1.4
4,360.8
26.1
4,386.9
Net income (loss)
(112.2)
(112.2)
3.7
(108.5)
Other comprehensive income (loss), net of taxes
2.3
2.3
(0.1)
2.2
Total comprehensive income (loss)
(112.2)
2.3
(109.9)
3.6
(106.3)
Issuance of shares
0.2
(0.2)
Share-based compensation
0.2
40.8
41.0
41.0
85









Repayment out of capital contribution reserves1
(240.4)
(240.4)
(240.4)
Transaction costs for own equity
(2.0)
(2.0)
(2.0)
Dividend distribution to NCI
(3.5)
(3.5)
Balance at 31 December 2025
7.4
(0.1)
4,302.1
(263.6)
3.7
4,049.5
26.2
4,075.7

1 For details, please refer to note 20.

The accompanying notes are an integral part of these consolidated financial statements.


1
86









Sunrise Communications AG
Consolidated Statements of Cash Flows
Note
Year ended 31 December
in CHF millions
2025
2024
2023
Cash flows from operating activities:
Net (loss)
(108.5)
(361.9)
(312.2)
Income tax (benefit)
19
(19.9)
(16.7)
(59.9)
Share-based compensation expense
49.0
19.1
22.5
Depreciation of RoU assets
13
129.9
129.7
128.0
Depreciation of PP&E and amortisation of intangibles
14 and 15
936.4
917.9
992.1
Restructuring and other
(13.5)
49.8
86.2
Financial income
22
(425.8)
(257.7)
(574.7)
Financial expenses
22
656.3
742.6
957.2
Dividends received
3.3
3.0
3.1
Interest received
22
3.0
1.6
0.9
Tax refunds
4.0
Taxes paid
(33.8)
(1.1)
Proceeds from sale of trade receivables
23
51.5
Changes in operating assets and liabilities
(12.7)
52.8
(45.7)
Net cash provided by operating activities
1,215.2
1,279.1
1,201.5
Cash flows from investing activities:
Capital expenditures
14 and 15
(499.5)
(541.1)
(468.0)
Cash paid in connection with acquisitions, net of cash acquired
27
(85.1)
Acquisition of equity-accounted investees
25
(0.6)
Net advances from (to) related parties
(0.2)
112.7
(204.8)
Cash received for other investing activities
0.1
Cash paid for other investing activities
(4.1)
(49.7)
(2.8)
Net cash used in investing activities
(503.8)
(478.7)
(760.6)
87









Cash flows from financing activities:
Interest paid
(261.3)
(420.2)
(422.5)
Repayment out of capital contribution reserves to Sunrise Communications AG shareholders
(240.4)
Borrowing of debt
24
1,260.8
Vendor financing additions
24
405.7
363.4
271.2
Repayments of debt
24
(1,223.4)
(1,064.7)
Principal payments on vendor financing
24
(430.7)
(377.0)
(296.6)
Payment of lease liabilities
13
(121.0)
(114.4)
(107.6)
Payment of financing costs and debt premiums
24
(19.3)
0.1
Net cash received (paid) for interest related derivative instruments
24
41.9
172.7
174.5
Net cash paid for principal related derivative instruments
24
(193.2)
(120.4)
(57.4)
Capital contribution from former parent
1,106.2
Issuance of share capital
1
0.1
Repurchase of treasury stock
20
(0.1)
Cash (paid) for other financing activities
(5.1)
(1.8)
Net cash used in financing activities
(786.0)
(454.4)
(440.1)
Net increase (decrease) in cash and cash equivalents:
(74.6)
346.0
0.8
Cash and cash equivalents at the beginning of the period
351.8
4.8
2.3
Effect of exchange rate changes on cash
(4.0)
1.0
1.7
Cash and cash equivalents at the end of the period
273.2
351.8
4.8
The accompanying notes are an integral part of these consolidated financial statements.
88









Notes to the Consolidated Financial Statements

(1) General Information
Sunrise Communications AG is a public company incorporated, domiciled and registered in Switzerland. The registered office of Sunrise Communications AG is located at Glattpark (Opfikon), Thurgauerstrasse 101b, 8152, Switzerland. These consolidated financial statements for the year ended 31 December 2025 and 31 December 2024 are in substance a continuation of the previously reported F-4 financials of Sunrise HoldCo V B.V. The reporting periods 2025 and 2024 presented comprise the consolidated financial statements of Sunrise Communications AG and its subsidiaries (collectively referred to as 'Sunrise'). The comparative period 2023 presented reflects the carrying amounts from the consolidated financial statements of Sunrise HoldCo V B.V. The Sunrise principal operating company, Sunrise GmbH, is a full-range telecommunications provider in Switzerland, offering mobile voice and data, landline services (retail and wholesale voice, business and integration services), video and landline Internet including Internet Protocol Television (IPTV) services to both residential and business customers as well as to other operators. Sunrise has its own national backbone landline and IP network and its own mobile network based on 4G and 5G technologies. In connection with the services it provides, Sunrise also resells handsets manufactured by third-party suppliers. In connection with the spin-off from Liberty Global Ltd (hereinafter 'LG') dated 8 November 2024, a series of reorganisation steps were completed. The transaction resulted in separation from LG and the formation of Sunrise Communications AG, whose shares are listed on the SIX Swiss Exchange. These consolidated financial statements have been approved and authorised by the Board of Directors for issuance on 17 February 2026 in accordance with a resolution of the Sunrise Board of Directors.

(2) BASIS OF PREPARATION AND SCOPE OF CONSOLIDATION
These Consolidated Financial Statements have been prepared in accordance with IFRS Accounting Standards ('IFRS') as issued by the International Accounting Standards Board ('IASB') and are referred to hereinafter as consolidated financial statements. They present the activities, assets and liabilities of Sunrise, as included in the scope of consolidation, and contain the financial information of the legal entities of Sunrise. Sunrise forms a separate group of legal entities in all years presented. All intercompany transactions and balances within Sunrise have been eliminated. Any respective material events occurring after 31 December 2025 are disclosed in Note 28.
These consolidated financial statements present the assets, liabilities, revenues, expenses and cash flows attributable to Sunrise. The consolidated financial statements have been prepared under the historical cost convention, unless otherwise indicated. The fair value of financial assets and liabilities is presented in Note 24. The consolidated financial statements have been prepared under the assumption of going concern. The presentation currency of these consolidated financial statements is the Swiss franc ('CHF'). Due to rounding, numbers presented throughout this report may not add up precisely to the totals provided. All ratios and variances are calculated using the precise underlying amount rather than the presented rounded amount. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the balance-sheet date and the reported amounts of revenue and expenses during the fiscal period. These estimates are based on management’s best knowledge of current events and actions that Sunrise may undertake in the future. Please refer to Note 4 for further details. See Note 26 for additional disclosures regarding transactions with related parties. Following the spin-off from LG, Sunrise has revised its financial reporting and management structure to reflect its new status as an independent, publicly listed company. As part of this transition, Sunrise has redefined mappings and classifications within revenues, operating expenses and property, plant and equipment to better align with its strategic focus and operations. The modifications resulted exclusively in adjustments within the related line items, without altering the overall presentation of the Consolidated Statements of Income or Loss, Consolidated Statements of Financial Position, or Consolidated Statements of Cash Flows. To ensure comparability and consistency, all comparative figures for prior periods have been reclassified accordingly. Detailed explanations and reconciliations of these changes can be found in Notes 6, 7 and 14 to the consolidated financial statements.

(3) MATERIAL ACCOUNTING POLICIES
These consolidated financial statements were prepared in accordance with the accounting policies described in the last annual financial statements and the amendments effective as of 1 January 2025 which are described below. Sunrise has not adopted early any standard, interpretation or amendment that has been issued but is not yet effective.
One new amendment exists for the first time in 2025, but is not applicable to these consolidated financial statements.

 
       
 
Amendments to IAS 21
Lack of Exchangeability - Amendments to IAS 21
1 January, 2025
Foreign currency translation
These consolidated financial statements are presented in Swiss francs ('CHF'), which is the reporting currency of Sunrise. The functional currency is the currency applied in the primary economic environment. Transactions in currencies other than the functional currency are translated at the transaction-date exchange rates or the average rate. Foreign exchange gains and losses arising from differences between transaction date and settlement date rates are recognised as financial income or expenses in the Consolidated Statements of Income or Loss.
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The following table summarises the principal exchange rates used by Sunrise (shown against CHF):

31 December
2025
2024
2023
Spot rates:
Euro
1.0739
1.0645
1.077
US Dollar
1.2603
1.1016
1.1916

Year ended 31 December
2025
2024
2023
Average rates:
Euro
1.0677
1.0502
1.0295
US Dollar
1.2070
1.1362
1.1135
Revenue from contracts with customers
Revenue is recognised to depict the transfer of goods or services to customers in an amount that reflects the consideration (net of VAT) to which the entity expects to be entitled in exchange for those goods or services. Revenue is recognised when the customer obtains control of the promised goods or services. Significant sources of revenue are explained in Note 6.

Sunrise groups multi-component contracts (e.g., mobile subscription with subsidised mobile hardware) into portfolios and allocates the total transaction price to each separate performance obligation (including undelivered elements) in proportion to the stand-alone selling prices. Revenue is recognised when the customer obtains control of the separate components. In the Consolidated Statements of Financial Position, timing differences in the recognition of revenue between separate performance obligations lead to the recognition of a contract asset, i.e., a legally not yet entitled right to consideration from a contract with a customer. Incremental costs to obtain a contract with a customer, such as incremental sales commissions, are generally recognised as assets and amortised over the applicable period benefited, which generally is the contract life. If, however, the amortisation period is less than one year, Sunrise expenses such costs in the period incurred. In contrast, activation fees lead to the recognition of a contract liability, i.e., the obligation to transfer goods or services to a customer for which the entity has received consideration from the customer. Contract assets and liabilities are determined at the contract level and not at the performance obligation level. Accrued income and deferred discounts are classified as part of contract assets.

Revenue is recognised gross when Sunrise acts as a principal in a transaction. For content-based services and handsets sold via third-party retailers, where Sunrise acts as an agent, revenue is recognised net of direct costs.

Direct costs
Direct costs are related to acquiring, producing or gaining access to the product, content or service that is sold to the customer. These include, but are not limited to, costs for hardware, access, copyrights, programming, roaming, interconnection, new build and built-to-suit.

Property, plant and equipment
Property, plant and equipment ('PP&E') are measured at cost less accumulated depreciation and write-downs for impairment. Costs comprise purchase price and costs directly attributable to the acquisition until the date on which the asset is ready for use, as well as the estimated costs of dismantling and restoring the site. The costs of self-constructed assets include directly attributable payroll costs, materials, parts purchased, and services rendered by sub-suppliers during the construction period. Costs also include estimated asset retirement costs on a discounted basis if the related obligation meets the conditions for recognition as a provision. The depreciation base is measured at cost less residual value and any write-downs. Depreciation is provided on a straight-line basis over the estimated useful life of the assets as follows:

Asset Category
Useful Lives
Buildings
15 to 33 years
Support capital and leasehold improvement
3 to 15 years
Network
2 to 33 years
Customer premises equipment ('CPE')
4 to 5 years

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The depreciation expense of property, plant and equipment is included in depreciation and amortisation expenses in the Consolidated Statements of Income or Loss.

Property, plant and equipment that has been disposed of or scrapped is eliminated from accumulated costs and accumulated depreciation. Gains and losses arising from the sale of property, plant and equipment are measured as the difference between the sales price less selling expenses and the carrying value at the time of sale. The resulting gain or loss is recognised in the Consolidated Statements of Income or Loss in other Operating Income or Other Operating Expenses, respectively.

Software that is an integral part of a tangible asset (e.g., telephone-exchange installations) is presented together with the related tangible assets.

If indications exist that the value of an asset may be impaired, the recoverable amount of the asset is determined. If the recoverable amount of the asset, which is the higher of the fair value less costs to sell and the value in use, is less than its carrying amount, the carrying amount is reduced to the recoverable amount.

Intangible assets
Intangible assets comprise software, licenses and rights, brands and other intangible assets required to operate the business, and software developed or customised by Sunrise. Intangible assets are measured at cost less accumulated amortisation and impairment losses and are amortised on a straight-line basis over their estimated useful lives. Broadcasting rights and spectrum licenses are generally multi-year contracts, for which an asset is recognised in the amount of the contract consideration with a corresponding liability for any unpaid portion of the total contract costs at contract inception. The rights are amortised on a straight-line basis over the contract term.

Asset Category
Useful Lives
Software
3 to 5 years
Licenses and rights
5 to 26 years
Brands and customer relationships
6 to 10 years
Other intangible assets
2 to 25 years

The amortisation expense of intangible assets is included in depreciation and amortisation expenses in the Consolidated Statements of Income or Loss.

Development projects, including costs of computer software purchased or developed for internal use, are recognised as intangible assets if the costs can be calculated reliably and if they are expected to generate future economic benefits. Costs of development projects include wages and external charges. Development projects that do not meet the criteria for recognition in the Consolidated Statements of Financial Position are expensed as incurred.

Non-derivative financial instruments
Cash and cash equivalents, current trade and other receivables, current related-party receivables and payables, certain other current assets, accounts payable and certain accrued liabilities represent financial instruments that are initially recognised at fair value and subsequently carried at amortised cost. Due to their relatively short maturities, the carrying values of these financial instruments approximate their respective fair values. Loans and other receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such loans and other receivables are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses.

Leases
Sunrise leases mainly consist of rental of distribution systems, support equipment, buildings and land. Sunrise recognises a right-of-use ('RoU') asset and a lease liability at the lease commencement date. The RoU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred. Furthermore, the RoU asset is adjusted for an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located.

The RoU assets are subsequently depreciated using the straight-line method from the commencement date to the earlier of the useful life of the RoU asset or the end of the lease term. The useful lives per asset class are as follows:

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Asset Category
Useful Lives
Land, Buildings and Other
3 to 33 years
Network
3 to 30 years

In addition, RoU assets are periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The RoU assets and the lease liabilities are presented separately in the consolidated financial statements. Lease liabilities are initially
measured at the present value of the future lease payments, discounted using the interest rate implicitly specified in the lease or the Sunrise incremental borrowing rate as the discount rate.

Sunrise applies the short-term lease recognition exemption to leases of less than 12 months. Lease payments associated with these leases are recognised as an expense on a straight-line basis over the lease term.

Inventories
Inventories are measured at the lower of cost and net realisable value. The costs of merchandise include purchase price and delivery costs. The costs of work in progress comprise direct costs of merchandise, direct labour, other direct costs and related production overheads. Related costs for items sold are presented within direct costs in the Consolidated Statements of Income or Loss.

Trade receivables and other receivables
Receivables are measured at amortised cost net of an allowance for uncollectible amounts. The allowance for trade receivables and contract assets is always measured at an amount equal to lifetime expected credit loss ('ECL'). When determining whether the credit risk of a financial asset has increased significantly, Sunrise considers both quantitative and qualitative information and analysis based on its historical experience, internal credit assessment and forward-looking information. Allowances for anticipated uncollectible amounts are based on individual assessments of major receivables and historically experienced losses on uniform groups of other receivables. This allowance is equal to the difference between the carrying amount and the present value of the amounts expected to be recovered. Significant financial difficulties of the debtor, the probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the receivable is impaired. The loss is recognised in the Consolidated Statements of Income or Loss within Other Operating Expenses.

When a trade receivable is uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other operating expenses in the Consolidated Statements of Income or Loss.

Cash and cash equivalents
Cash and cash equivalents comprise cash at banks and in hand and deposits held at call with banks with a maturity of less than three months at inception. Bank overdrafts are included in current liabilities.

Provisions
An Asset Retirement Obligation ('ARO') is recognised when Sunrise has a legal or constructive obligation to remove the asset and restore the site where the asset was used at the end of the lease term (e.g., in connection with the future dismantling of mobile stations and restoration of property owned by third parties). Sunrise has estimated and capitalised the net present value of the obligations and increased the carrying amount of the asset by the respective amount. The estimated cash flows are discounted using a risk-adjusted interest rate, which is derived from Swiss government bonds along with a company-specific risk spread based on issued corporate bonds, and recognised as a provision. Subsequently, the unwinding of the discount is expensed in financial expenses. The capitalised amount is amortised over the expected lease period, including the potential extension option if it is expected to be exercised. Provisions are measured at management’s best estimate of the amount at which the liability is expected to be settled. If the timing of the settlement has a significant impact on the measurement of the liability, such liability is discounted.

Pensions
Sunrise pension plans comprise defined benefit plans established under Swiss pension legislation. Obligations are determined by independent qualified actuaries using the projected unit credit method assuming that each year of service gives rise to an additional unit of benefit entitlement and each unit is measured separately to build up the final obligations. Sunrise recognises a gain or loss on curtailment when a commitment is made to significantly reduce the number of employees, generally as a result of a restructuring or disposal/discontinuation of part of the business or the outsourcing of business activities. Gains or losses on curtailment or settlement of pension benefits are recognised in the Consolidated Statements of Income or Loss when the curtailment or settlement occurs.

Differences between projected and realised changes in pension assets and pension obligations are referred to as actuarial gains and losses and are recognised in the Consolidated Statements of Other Comprehensive Income when such gains and losses occur.

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In the case of changes in benefits relating to employees’ previous service periods, a change in the estimated present value of the pension obligations will be immediately recognised.

The present value of the pension obligation is measured using a discount rate based on the interest rate on high-quality corporate bonds where the currency and terms of the corporate bonds are consistent with the currency and estimated terms of the defined benefit obligation.
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Amendments to IFRS Accounting Standards and Interpretations, whose application is not yet mandatory
The following IFRS Accounting Standards and Interpretations published up to the end of 2025 are mandatory from the 2026 financial year onwards.

Standard
Name
Effective From
Amendments to IFRS 9 and IFRS 7
Classification and Measurement of Financial Instruments
1 January 2026
Amendments to IFRS 1, 7, 9, 10 and IAS 7
Annual Improvements to IFRS Accounting Standards
1 January 2026
Amendments to IFRS 9
Contracts Referencing Nature-Dependent Electricity
1 January 2026
IFRS 18
Presentation and Disclosure in Financial Statements
1 January 2027
IFRS 19
Subsidiaries Without Public Accountability: Disclosures
1 January 2027
Amendments to IFRS 10
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
To be determined
Amendments to IAS 21
Translation to a Hyperinflationary Presentation Currency
1 January 2027


Sunrise will review its financial reporting for the impact of those new and amended standards which take effect on or after 1 January 2026 and which Sunrise did not choose to adopt earlier than required. At present, Sunrise anticipates no material impact on the consolidated financial statements, except for IFRS 18 issued by the IASB on 9 April 2024. IFRS 18 will replace IAS 1, although many existing principles in IAS 1 are retained. The key concepts introduced in IFRS 18 relate to the structure of the statement of profit or loss, required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (that is, management-defined performance measures) and enhanced principles on aggregation and disaggregation which apply to both the primary financial statements and notes. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but may change what an entity reports as its "operating profit or loss".

IFRS 18 Presentation and Disclosure in Financial Statements (effective 1 January 2027) is expected to affect the Group’s presentation and disclosures, while not impacting recognition or measurement; based on the Group’s initial assessment, the overall effects are expected to be limited. In particular, the main areas of change relate to presentation of foreign exchange effects on accounts receivable and accounts payable (and related derivatives) within the statement of profit or loss, and to the statement of cash flows (including the indirect method starting from operating profit and classifying interest and dividends received within investing activities), as well as enhanced note disclosures for management-defined performance measures. The Group is continuing to evaluate the detailed implications.


(4) USE OF JUDGMENTS AND ESTIMATES
The following specific estimates and judgments are considered important when portraying the Sunrise financial position:
Useful life of intangible assets and property, plant and equipment, as shown in Note 3, is assigned based on periodic studies of the actual useful life and intended use of those assets. Such studies are completed or updated whenever new events occur with the potential to impact the way the useful life of the asset is determined, such as events or circumstances that indicate that the carrying value of the asset may not be recoverable and should therefore be tested for impairment. Any change in the estimated useful life of these assets is recognised in the financial statements as soon as any such change is determined. For details, see Note 14 and Note 15.
Goodwill and intangible assets comprise a significant portion of the total assets of Sunrise. The impairment test for intangible assets is a complex process that requires significant management judgment in determining various assumptions, such as cash flow projections, discount rate and terminal growth rates. The sensitivity of the estimated measurement to these assumptions, consolidated or individually, can be significant. Furthermore, the use of different estimates or assumptions when determining the fair value of such assets may result in different values and could result in impairment charges. For details, see Note 15 and Note 16.
Right-of-use assets and lease liabilities amount to a significant portion of the Sunrise Consolidated Statements of Financial Position (see Note 13). The valuation is based on several judgments, starting with the assessment of whether a contract contains a lease. Other material judgments made by Sunrise include
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assumptions concerning the lease terms and the probability that an extension option will be exercised.
Net periodic pension cost for defined benefit plans is estimated based on certain actuarial assumptions, the most significant of which relate to discount rate and future salary increases. As shown in Note 10, the assumed discount rate reflects changes in market conditions. Sunrise believes these assumptions illustrate current market conditions.
Estimates of deferred taxes and significant items giving rise to deferred assets and liabilities are shown in Note 19. These reflect the assessment of future taxes to be paid on items in the financial statements, giving consideration to both the timing and probability of these estimates. In addition, such estimates reflect expectations about the amount of

future taxable income and, where applicable, tax planning strategies. Actual income taxes and income for the period may vary from these estimates as a result of changes in expectations about future taxable income, future changes in income tax law or the final review of tax returns by tax authorities.
Provisions for asset retirement obligations are made for costs incurred in connection with the future dismantling of mobile stations and restoration of property owned by third parties. These provisions are primarily based on estimates of future costs for dismantling and restoration, long-term inflation and discount rate expectations, as well as the timing of the dismantling. See Note 17.

Estimates of expected credit losses on trade receivables are based on judgements relating to customer credit risk and recovery patterns. In determining the allowance, Sunrise considers historical credit loss experience, customer‑specific characteristics, prevailing practices in the Swiss market and, where relevant, forward‑looking information. A key judgment in this area relates to the determination of the expected loss horizon and the point at which trade receivables are regarded as uncollectable and written off, which requires Sunrise to assess observed payment and recovery patterns over time and to determine when it is no longer reasonable to expect collection. Actual credit losses may differ from these estimates as a result of changes in customer payment behaviour, recovery experience or macroeconomic conditions. For further details, see Note 24
.
(5) SEGMENT REPORTING
For management purposes, Sunrise is organised into business units which reflect the different customer groups to which Sunrise provides its telecommunications products and services, and has the following three operating segments, which are its reportable segments:

Residential Customers
Business Customers & Wholesale
Infrastructure & Support Functions

The Board of Directors assumes the role of the Chief Operating Decision Maker ('CODM') and monitors the operating results of the Residential Customers, Business Customers & Wholesale and Infrastructure & Support Functions segments separately for the purpose of making decisions about resource allocation and performance assessment.

Each of these segments engages in its particular business activity which is described below:
Residential Customers: Provides fixed-line and mobile services to residential end customers as well as sales of handsets. Sunrise focuses on selling its products in the Swiss telecommunications market by marketing bundled offers in fixed/Internet, mobile and IPTV.
Business Customers & Wholesale: Provides a full range of products and services, from fixed-line and mobile communications to Internet and data services as well as integration services to various business areas: small office and home office, small and medium-size managed enterprises and large corporate clients. The wholesale product portfolio covers voice, data, Internet and infrastructure services such as carrier and roaming services, which are marketed to business customers.
Infrastructure & Support Functions: Activities comprise support units such as network, IT and operations (customer care) as well as staff functions like finance, human resources and strategy.

Performance is measured based on Adjusted EBITDAaL as included in the internal financial reports reviewed by the CODM. This is considered an adequate measure of the operating performance of the segments reported to the CODM for the purposes of resource allocation and performance assessment. Assets and liabilities are not allocated to operating segments in the management reports reviewed by the CODM, as the review focuses on adjusted EBITDAaL. Sunrise finance income, finance expenses and income tax expenses are reviewed on a total level, and are therefore not allocated to operating segments. As Sunrise mainly operates in Switzerland, no geographical information is further presented.




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Segment information:

Year ended 31 December 2025
CHF in millions
Residential Customers
Business Customers & Wholesale
Infrastructure & Support Functions
Total
Total revenue
2,107.2
859.0
17.2
2,983.4
Direct costs
(508.2)
(305.9)
(17.1)
(831.2)
Indirect costs1
(392.1)
(114.2)
(447.9)
(954.2)
Lease expense2
(50.7)
(12.7)
(127.7)
(191.1)
Adj. EBITDA after lease expense (EBITDAaL)
1,156.2
426.2
(575.5)
1,006.9
Depreciation and amortisation of property, plant and equipment and intangible assets
(936.4)
Share-based compensation
(49.0)
Restructuring & other
13.5
Finance income/(expense)3
(163.4)
Income tax benefit
19.9
Net (loss)
(108.5)

Year ended 31 December 2024
CHF in millions
Residential Customers
Business Customers & Wholesale
Infrastructure & Support Functions
Total
Total revenue
2,173.1
830.3
14.6
3,018.0
Direct costs
(515.2)
(299.5)
(15.4)
(830.1)
Indirect costs4
(401.5)
(115.8)
(449.1)
(966.4)
Lease expense5
(52.0)
(13.5)
(133.9)
(199.4)
Adj. EBITDA after lease expense (EBITDAaL)
1,204.4
401.5
(583.8)
1,022.1
Depreciation and amortisation of property, plant and equipment and intangible assets
(917.9)
Share-based compensation
(19.1)
Restructuring & other
(49.9)
Finance income/(expense)6
(413.8)
Income tax benefit
16.7
Net (loss)
(361.9)

1 Excludes expenses for share-based compensation, restructuring and other.
2 Contains depreciation and interest expenses for lease arrangements under IFRS 16. Excludes expenses for short-term leases, which are reported in line "Indirect costs".
3 Excludes interest expenses for leases, which are included in line "Lease expense".
4 Excludes expenses for share-based compensation, restructuring and other.
5 Contains depreciation and interest expenses for lease arrangements under IFRS 16. Excludes expenses for short-term leases, which are reported in line indirect costs".
6 Excludes interest expenses for leases, which are included in line "Lease expense".
1
2
3
4
5
6
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Year ended 31 December 2023
CHF in millions
Residential Customers
Business Customers & Wholesale
Infrastructure & Support Functions
Total
Total revenue
2,247.1
776.6
11.5
3,035.2
Direct costs
(537.6)
(271.0)
(26.0)
(834.6)
Indirect costs1
(417.5)
(115.4)
(428.2)
(961.1)
Lease expense2
(51.0)
(11.2)
(133.7)
(195.9)
Adj. EBITDA after lease expense (EBITDAaL)
1,241.0
379.0
(576.4)
1,043.6
Depreciation and amortisation of property, plant and equipment and intangible assets
(992.1)
Share-based compensation
(22.5)
Restructuring & other
(86.1)
Finance income/(expense)3
(315.0)
Income tax benefit
59.9
Net (loss)
(312.2)

1 Excludes expenses for share-based compensation, restructuring and other.
2 Contains depreciation and interest expenses for lease arrangements under IFRS 16. Excludes expenses for short-term leases, which are reported in line "Indirect costs".
3 Excludes interest expenses for leases, which are included in line "Lease expense".





1
2
3
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(6) REVENUE FROM CONTRACTS AND CUSTOMERS
Revenue by major category and reportable segment is set forth below:

Year ended 31 December 2025
CHF in millions
Residential Customers
Business Customers & Wholesale
Infrastructure & Support Functions
Total
Fixed:
974.0
505.9
1,479.9
Subscription
933.6
307.0
1,240.6
Non-subscription and hardware
40.4
198.9
239.3
Mobile:
1,027.9
347.1
1,375.0
Subscription
821.9
267.9
1,089.8
Non-subscription and hardware
206.0
79.2
285.2
Other:
105.3
6.0
17.2
128.5
Total
2,107.2
859.0
17.2
2,983.4

Year ended 31 December 20244
Residential Customers
Business Customers & Wholesale
Infrastructure & Support Functions
Total
Fixed:
1,047.4
483.1
1,530.5
Subscription
1,003.3
295.8
1,299.1
Non-subscription and hardware
44.1
187.3
231.4
Mobile:
1,033.0
344.5
1,377.5
Subscription
824.6
264.4
1,089.0
Non-subscription and hardware
208.4
80.1
288.5
Other:
92.7
2.7
14.6
110.0
Total
2,173.1
830.3
14.6
3,018.0

Year ended 31 December 20235
CHF in millions
Residential Customers
Business Customers & Wholesale
Infrastructure & Support Functions
Total
Fixed:
1,107.4
437.9
1,545.3
Subscription
1,059.2
276.2
1,335.4
Non-subscription and hardware
48.2
161.7
209.9
Mobile:
1,045.2
336.5
1,381.7
Subscription
843.0
254.3
1,097.3
Non-subscription and hardware
202.2
82.2
284.4
Other:
94.5
2.2
11.5
108.2
Total
2,247.1
776.6
11.5
3,035.2
4 Reclassified to conform with 2025 presentation of product hierarchies (see details below).
5 Reclassified to conform with 2025 presentation of product hierarchies (see details below).

Subscription revenue

Sunrise recognises service revenue from mobile and fixed services over the contractual period. Installation or activation fees related to the services provided are deferred as contract liabilities and recognised over the contractual period. Revenue from the sale of prepaid services is deferred and recognised at the time of use. Discounts that can be allocated to service revenues are evenly distributed over the minimum contract binding period.

4
5
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Mobile subscriptions have no contract term beyond a 60-day notice period, whereas residential services require a minimum contract duration of 12 months. For contracts combined with a promotion, the typical minimum contract term is 24 months. For B2B service contracts, the contract term is typically between one and five years.

Non-subscription and hardware

Non-subscription revenues include mainly revenue from hardware sales, which are recognised at point-in-time upon delivery. Revenue from carrier and roaming services offered to medium-size and large enterprises and from fixed-line and mobile services on a wholesale basis to other operators are recognised over the contractual period.
Other

Revenue from sales of build-to-suit network sites is recognised at point-in-time when the sites are available for use and legal ownership is transferred. Net collectible fees earned from early termination of contracts are recognised when collected. Other revenue further includes revenue from subleases and is recognised over time.


Contract assets

Contract assets primarily relate to Sunrise rights to consideration for hardware sold within a bundle arrangement but not yet billed.

The following table provides information about contract assets and contract liabilities from contracts with customers.


31 December
CHF in millions
2025
2024
2023
Contract assets
9.9
27.8
31.7

The following table includes revenue from contracts with an original duration of more than one year which is expected to be recognised in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the reporting date.

Year ended 31 December
CHF in millions
2026
2027
2028
Telecommunications services (mobile and fixed)
47.7
34.2
19.9

Sunrise makes use of the practical expedients in IFRS 15, according to which unsatisfied performance obligations under contracts with an expected original term of no more than one year and revenues recognised in accordance with the billed amounts are exempt from the disclosure requirement.

Contract liabilities


Contract liabilities primarily relate to deferred revenue including broadband cable services and subscription fees, as well as activation fees for which revenue is recognised over the term of the service contract.

31 December
CHF in millions
2025
2024
2023
Contract liabilities to residential customers
38.8
46.1
43.1
Contract liabilities to business customers
30.6
28.0
36.3
Contract liabilities to other telecommunications services
0.1
0.8
0.5
Total
69.5
74.9
79.8
Thereof current portion of contract liabilities
66.2
71.3
66.7
Thereof non-current portion of contract liabilities
3.3
3.5
13.1

99









Contract costs

According to IFRS 15, commission fees directly attributable to a contract are capitalised and recognised as expenses over the estimated contract duration. This means that capitalised commission fees are amortised when the related revenues are recognised. The capitalised costs are amortised in other operating expenses or personnel expenses, depending on whether the costs are paid to external retailers or own employees.
CHF in millions
2025
2024
2023
Balance as of 1 January
80.4
69.3
62.5
Additional capitalised contract cost
81.5
88.1
71.6
Amortised contract cost
(79.5)
(77.0)
(64.8)
Balance as of 31 December
82.4
80.4
69.3


100









Changes in product hierarchy

As of Q1 2025, there have been adjustments in the product hierarchies within the residential customer segment and within the business and wholesale customer segment. This change reflects a refinement of the product hierarchies based on the ways in which management analyses and steers the business. Consequently, the 2024 and 2023 amounts shown in the tables above include the following reclassifications within the segments:

Year ended 31 December
2024
CHF in millions
Residential Customers Segment
Business Customers and Wholesale Segment
Fixed revenue:
45.6
0.1
Subscription
15.5
2.4
Non-subscription and hardware
30.1
(2.3)
Mobile revenue:
(8.1)
0.6
Subscription
(8.9)
(1.8)
Non-subscription and hardware
0.8
2.4
Other
(37.5)
(0.7)
Total revenue

Year ended 31 December
2023
CHF in millions
Residential Customers Segment
Business Customers and Wholesale Segment
Fixed revenue:
45.7
0.5
Subscription
16.1
2.8
Non-subscription and hardware
29.6
(2.3)
Mobile revenue:
(7.1)
0.3
Subscription
(9.9)
(0.4)
Non-subscription and hardware
2.8
0.7
Other
(38.6)
(0.8)
Total revenue

101









(7) OTHER OPERATING INCOME AND EXPENSES

Year ended 31 December
CHF in millions
2025
20246
2023⁶
Marketing & commissions
(185.7)
(188.7)
(195.4)
Network related costs
(117.2)
(146.1)
(150.5)
Professional services
(69.5)
(84.0)
(111.6)
Facility & energy
(64.2)
(64.6)
(54.4)
IT expenses
(80.2)
(99.2)
(78.8)
Administration
(39.8)
(39.7)
(39.5)
Call centre services
(42.0)
(40.8)
(47.0)
Allowance for receivables
(19.9)
(30.8)
(15.6)
Other expenses
(4.6)
(2.5)
(66.1)
Total other operating expenses
(623.1)
(696.4)
(758.8)
Capitalised labour as non-current assets
63.3
63.0
68.3
Other income
5.1
37.4
Total other operating income and capitalised labour
63.3
68.1
105.7
6 Reclassified to conform with 2025 presentation of OPEX hierarchy (details on next page).


Other operating expenses


Year ended 31 December 2025 compared to year ended 31 December 2024

In 2025, expenditures for network- related costs decreased by CHF 28.9 million and IT expenses decreased CHF 19.0 million compared to 2024, primarily due to a transfer pricing agreement with the relevant tax authorities covering shared technology platform charges. The agreement establishes a mutually accepted cost amortisation for the covered period. Expenditures for professional services decreased by CHF 14.5 million in 2025 compared to 2024, primarily due to lower cost from updated agreements post spin-off.

Year ended 31 December 2024 compared to year ended 31 December 2023

In 2024, expenditures for professional services experienced a reduction amounting to CHF 27.6 million in comparison to the preceding year. This decline was primarily due to lower cost from updated agreements post spin-off. Furthermore, IT expenses increased by CHF 20.4 million primarily due to higher project spend related to a large customer onboarding in 2024 and higher overall project spend. In 2023, the category "Other" included a CHF 29.1 million ice-hockey distribution-rights penalty issued by the Competition Commission as well as CHF 28.5 million expenses related to restructuring.


The categories disclosed for other operating expenses do not include expenses that were included in other financial-statement line items (such as personnel expenses or depreciation).


Changes in other operating expenses hierarchy

As of Q4 2025, there have been adjustments in the other operating expenses hierarchy. This change reflects a refinement of the other operating expenses hierarchy based on the ways in which management analyses and steers the business. Consequently, the 2024 and 2023 amounts shown in the table above include the following reclassifications:


6
102









Year ended 31 December
CHF in millions
2024
2023
Marketing & commissions
0.1
(0.2)
Network related costs
24.5
16.9
Professional services
21.7
18.6
Facility & energy
1.9
0.7
IT expenses
(41.6)
(29.4)
Administration
(5.0)
(0.1)
Call centre services
(6.1)
(7.8)
Allowance for receivables
4.5
1.3
Other expenses
Total other operating expenses
(8) PERSONNEL EXPENSES

Year ended 31 December
CHF in millions
2025
2024
2023
Wages, salaries and social security charges
354.8
363.9
384.2
Pension costs
26.1
24.0
10.0
Share-based compensation
49.0
19.1
22.5
Total
429.9
407.0
416.7

(9) KEY MANAGEMENT PERSONNEL COMPENSATION
Key management personnel comprise the members of the Executive Committee and the members of the Board of Directors. Their compensation is as follows:

Remuneration of the Executive Leadership Team and Board of Directors

Year ended 31 December
CHF in millions
2025
2024
2023
Wages, salaries and social security charges
10.7
8.4
6.2
Pension costs
1.0
0.8
0.8
Share-based compensation
18.3
6.6
6.9
Termination benefits
0.7
2.5
Total
30.0
16.5
16.4

(10) EMPLOYEE BENEFIT OBLIGATIONS
Sunrise provides retirement benefits to its employees as required by Swiss law by means of a pension fund that is a separate legal entity. The Sunrise Pension Fund is a separate, semi-autonomous foundation governed by the Occupational Pensions and Foundations Office of the Canton of Zurich. Disability and death risks are reinsured by Zurich Insurance. The fixed assets of the Sunrise Pension Fund are managed by UBS Asset Management in Zurich in accordance with organisational guidelines and investment regulations. The Board of Trustees consists of an equal number of employer and employee representatives and is responsible for managing the Foundation in accordance with Swiss law. Per the Occupational Pensions Act, a temporary funding shortfall is permitted. The Board of Trustees must take appropriate measures to resolve the shortfall within a reasonable timeframe. If those measures do not lead to the desired results, the Pension Fund may temporarily charge remedial contributions to employers, insured persons and pensioners. The employer contribution must at least equal the aggregate contributions levied from the insured persons.

The pension fund operates a pension plan for all staff, which qualifies as a defined benefit plan under IAS 19. Future pension benefits are based primarily on years of credited service and on contributions made by the employee and employer over the service period, which vary according to age as a percentage of insured salary. The rate of annual interest credited to employee accounts on the balance representing the minimum amount required under pension law is defined by the Swiss government. In addition, the conversion factor used to convert the accumulated capital upon retirement into an annual pension is also defined by the Swiss government. In the case of overfunding, it may be possible to a limited extent to reduce the level of contributions from both employer and employee. Distribution of excess funds from the pension fund to Sunrise is not possible. These defined benefit plans expose Sunrise to actuarial risks, such as currency risk, interest rate risk and market (investment) risk.

103









Pension (income) costs resulting from defined benefit plans

31 December
CHF in millions
2025
2024
2023
Current service costs excluding interest costs
21.0
19.5
16.9
Net interest costs on defined benefit obligation and service costs
0.2
0.4
0.3
Past service costs/(income)
0.1
(2.1)
(13.5)
Administration costs
0.9
1.7
0.6
Termination benefits
0.8
0.2
0.2
Total
23.0
19.7
4.5

Assets and obligations

31 December
CHF in millions
2025
2024
Fair value of plan assets
876.0
851.4
Defined benefit obligation
(832.2)
(859.8)
Asset ceiling
(45.6)
Total
(1.8)
(8.4)

Movement in other comprehensive income

31 December
CHF in millions
2025
2024
2023
Actuarial (gain)/loss due to
Demographic assumptions
(0.1)
Financial assumptions
(21.1)
15.5
81.0
Experience adjustments
9.1
39.9
5.6
Actuarial (gain)/loss during period
(12.0)
55.4
86.5
Return on defined benefit plan assets (greater)/less than net interest recognised
(36.5)
(48.4)
(18.8)
Impact of changes in asset ceiling
45.6
(37.3)
Remeasurement effects recognised in OCI
(2.8)
7.0
30.4



104









Movement in defined benefit obligations

CHF in millions
2025
2024
Balance as of 1 January
859.9
802.1
Included in the consolidated statements of income or loss
Current service costs
21.0
19.5
Past service costs/(income)
0.1
(2.1)
Interest costs on defined benefit obligation
8.0
10.5
Administration costs and termination benefits
1.8
1.9
Settlements
Included in consolidated statements of other comprehensive income
Actuarial (gain)/loss arising from:
Demographic assumptions
Financial assumptions
(21.1)
15.5
Experience adjustment
9.1
39.9
Other
Employee contributions
19.8
20.1
Benefits paid/transferred
(66.3)
(47.5)
Total defined benefit obligations as of 31 December
832.3
859.9


105









Movement in fair value of plan assets

CHF in millions
2025
2024
Balance as of 1 January
851.4
793.7
Included in the consolidated statements of income or loss
Interest income
7.8
10.1
Settlements
Included in consolidated statements of other comprehensive income
Return on plan assets excluding interest income
36.5
48.4
Other
Employer contributions
26.9
26.6
Employee contributions
19.8
20.1
Benefits paid
(66.3)
(47.5)
Total fair value of plan assets as of 31 December
876.0
851.4

Asset allocation of plan assets

31 December
2025
2024
CHF in millions
Quoted
Unquoted
CHF in millions
Quoted
Unquoted
Cash and cash equivalents
5.3
—%
0.6%
12.1
—%
1.4%
Equity securities
323.1
36.9%
—%
301.6
35.4%
—%
Debt securities
305.2
34.8%
—%
305.8
35.9%
—%
Real estate
165.2
—%
18.9%
168.5
1.5%
18.3%
Other
77.2
—%
8.8%
63.4
—%
7.4%
Total
876.0
71.7%
28.3%
851.4
72.8%
27.2%



Plan assets do not include any property used by Sunrise companies. Furthermore, the defined benefit plans do not hold any shares of Sunrise or its subsidiaries. Periodically, an asset-liability matching study is performed by the pension fund’s asset manager, in which the consequences of the strategic investment policies are analysed (the latest study was conducted in 2025). The strategic investment policy of the pension fund can be summarised as follows: a strategic asset mix comprising 21% to 47% equity securities, 20% to 56% bonds, 12% to 38% real estate, 0% to 4% cash in banks and 0% to 7% other investments.

Principal actuarial assumptions

31 December
2025
2024
Discount rate
1.20%
0.95%
Interest crediting rate
1.60%
1.25%
Future salary increases
1.50%
1.60%
Mortality rates
BVG/LPP 2020
BVG/LPP 2020

As of 31 December 2025, the weighted average duration of the defined benefit obligation was 12.8 years (2024: 12.6 years). For 2026, the Sunrise projected contributions to its pension funds total CHF 23.3 million. Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below. As of the census date, 30 September 2025, 2,734 (30 September 2024: 2,799) active participants and 409 (30 September 2024: 411) participants receiving benefits were enrolled in the pension scheme.

106









Sensitivity analysis

2025
CHF in millions
Increase to
Decrease to
Discount rate (0.5% movement)
781.9
887.1
Future salary increases (1.0% movement)
842.9
822.2
Interest crediting rate (0.5% movement)
842.3
820.5

Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown.
Sunrise offers a defined contribution plan for employees having an annual salary in excess of CHF 136,080 with an external provider. In 2025, the expenses for the defined contribution plan amount to CHF 5.1 million (2024: CHF 6.6 million).





(11) SHARE-BASED COMPENSATION
In connection with the spin-off, the Liberty Global Compensation Committee adjusted the outstanding equity awards granted under the Liberty Global Long-Term Incentive Plan 2024 (Performance Incentive Plan) and converted the majority of the awards into Sunrise equity instruments, thereby ensuring alignment with the strategic priorities of Sunrise and its shareholders. For awards granted before 2024, no conversion to Sunrise equity instruments was made. For the latter awards, Sunrise needs to compensate LG. The amounts are disclosed in the table below in the line "Other". Furthermore, Sunrise delivers Sunrise RSU to holders of LG RSU awards to compensate them for the diluting effect of the spin-off (see Note 21). In addition, the members of the Executive Committee and certain other employees have received an Initial Award in the form of equity-based instruments to align their interests with those of the shareholders and to support long-term value creation. Upon vesting of the awards, the respective shares are either created out of the conditional share capital or distributed from treasury shares. The Initial Award contains RSUs, PSUs, and Shares. The awards related to this plan were granted on either 6 December 2024 or 30 December 2024.

The Long-Term Incentive Plan ('LTIP') 2024 contains Restricted Share Units ('RSUs'), Performance Share Units ('PSUs') and Share Appreciation Rights ('SARs'). The awards related to this plan were granted on either 25 March 2024 or 2 August 2024. The LTIP 2025 contains Restricted Share Units ('RSUs') and Performance Share Units ('PSUs'). The awards related to this plan were granted on either 1 April 2025 or 1 September 2025.



The following share-based compensation related expenses have been recognised in the statements of income or loss:

CHF in millions
December 31, 2025
December 31, 2024
Non-performance based incentive awards
13.0
4.9
Performance-based incentive awards
7.7
1.2
Shares
4.9
0.8
Shareholding Incentive Plan (SHIP)1
4.3
2.3
Employee Share Purchase Plan (ESPP)2
16.5
Other
2.6
9.9
Total share-based payments costs
49.0
19.1

1 Certain employees can elect to receive up to 100% of the earned bonus in shares with a 12.5% premium in Restricted Share Units, subject to a one-year vesting period if the shares are held for that duration
2 Sunrise rolled out an Employee Share Purchase Plan (ESPP) in 2025 for all Sunrise employees (excluding the senior leaders and the Executive Committee).
1
2
107









General award information
The award types granted are RSUs, PSUs, SARs and Shares. RSUs grant the right to receive shares on specified future vesting dates, subject to continued employment with Sunrise. The RSUs vest in equal yearly instalements over the course of the total vesting period. PSUs grant the right to receive shares on specified future vesting dates, subject to both a service condition and a performance condition. The vesting of the award depends on the service condition, while the number of shares being awarded per PSU depends on the achievement of the performance condition. For the PSUs of the LTIP 2024 and 2025, the performance condition depends on the Relative Total Shareholder Return (rTSR) and the Cumulative Absolute Adjusted Free Cash Flow (FCF). The performance condition entitles the holder to between 0 and 1.85 shares per PSU. For the Initial Award PSUs, the performance criterion is the Implied Total Shareholder Return (TSR) based on achieved Internal Rate of Return (IRR) Performance %. The performance condition entitles the holder to between 0 and 1.5 shares per PSU. The PSUs vest in one instalment after the total vesting period. SARs give the participant the right to receive the value3 of any increase in the share price over the base price of the grant date less withholding tax on the day the SAR is exercised. The SARs can be exercised at any time after vesting, until the expiration date. The SARs expire at the close of business on the tenth anniversary of the applicable grant date and vest in equal yearly instalments over the course of the total vesting period. Shares are awards in the form of shares that are transferred to the participant at grant date.

The following table provides an overview of Sunrise’s LTI awards:

Grant date
FV at grant date
Non-performance based incentive awards
LTI 2024 RSU
25/3/2024
34.07
LTI 2024 SAR
25/3/2024
9.66
LTI 2024 RSU
2/8/2024
36.59
LTI 2024 SAR
2/8/2024
10.45
Initial Award RSU
6/12/2024
41.55
Initial Award RSU
30/12/2024
39.32
LTI 2025 RSU
1/4/2025
42.70
LTI 2025 RSU
1/9/2025
50.20
Performance-based incentive awards
LTI 2024 PSU
25/3/2024
50.01
LTI 2024 PSU
2/8/2024
44.65
Initial Award PSU
6/12/2024
42.09
Initial Award PSU
30/12/2024
42.09
LTI 2025 PSU
1/4/2025
51.27
LTI 2025 PSU
1/9/2025
62.47
3 Sunrise has the intent to settle these awards in shares.

Fair value
The LTIP 2024 was converted into a plan with underlying Sunrise shares using an adjustment factor. This was applied with the aim of ensuring that the fair value ('FV') of this plan as a whole did not significantly change. For the PSUs, the performance condition was modified to reflect the performance of Sunrise rather than LG. The modifications were made with the aim of leaving the total FV unchanged.

The FV of the RSUs and Shares of the Initial Award is equal to the closing price of Sunrise Communications AG on the SIX Swiss Exchange on the respective grant date. The FV of the PSUs was based on a Monte Carlo model with one million simulations.

For the LTIP 2024, the FV of the PSUs was based on an assumed share price volatility of 24.70%, an entry price of CHF 40.61 and a risk-free rate of 1.01%.

For the LTIP 2025 granted in April, the FV of the PSUs was based on an assumed share price volatility of 23.97%, an entry price of CHF 42.70, and a risk-free rate of 1.07%.

For the LTIP 2025 granted in September, the FV of the PSUs was based on an assumed share price volatility of 24.28%, an entry price of CHF 49.14 and a risk-free rate of (0.11)%.

3
108









2025
2024
Number of units
PSUs
RSUs
SARs
Shares
Total
PSUs
RSUs
SARs
Shares
Total
Balance 1 January
421,608
399,399
461,244
1,282,251
Granted
278,930
136,589
415,519
421,608
408,262
471,729
99,186
1,400,785
Settled
(1,018)
(126,251)
(79,474)
(206,743)
(99,186)
(99,186)
Forfeited
(8,984)
(20,174)
(21,238)
(50,396)
(8,863)
(10,485)
(19,348)
Balance 31 December
690,536
389,563
360,532
1,440,631
421,608
399,399
461,244
1,282,251
2025
2024
Number of SARs Units
Weighted Average Strike Price (CHF)
Number of SARs Units
Weighted Average Strike Price (CHF)
Balance 1 January
461,244
33.88
Granted
471,729
33.88
Settled
(79,474)
33.74
Forfeited
(21,238)
33.57
(10,485)
33.57
Balance 31 December
360,532
33.93
461,244
33.88
109










(12) OTHER OPERATING ASSETS AND LIABILITIES
The details of other current and non-current assets of Sunrise and other current and non-current liabilities are set forth below:

31 December
31 December
CHF in millions
2025
2024
Other assets - current:
Third party receivables
37.9
63.4
Prepayments
83.9
60.8
Contract assets
5.0
14.6
Contract costs
64.5
61.1
Inventories
51.9
58.5
Other
27.4
1.5
Total
270.6
259.9
Other assets - non-current:
Trade receivables
35.5
34.3
Prepayments
43.2
82.1
Contract assets
4.9
13.2
Contract costs
18.0
19.2
Other
0.6
11.6
Total
102.2
160.4
Other liabilities - current:
Accrued other liabilities
252.7
261.0
Accrued capital expenditures
59.2
63.5
Accrued payroll and employee benefits
44.4
68.3
Deferred revenue
66.2
71.3
Other
34.4
32.9
Total
456.9
497.0
Other liabilities - non-current:
Other
230.6
48.2
Total
230.6
48.2
Inventories
Write-downs of inventories to the net realisable value totalled CHF 2.1 million at 31 December 2025 (2024: CHF 0.7 million). The value of inventories recognised as an expense in direct costs and other operating expenses totalled CHF 226.5 million (2024: CHF 226.1 million). No inventories were expected to be sold after more than one year.

Other liabilities – non-current and current
The broadcasting rights agreement with National League AG executed in August 2025 resulted in a corresponding increase in other liabilities of CHF 216.0 million, reflecting the deferred payment structure of the contract. For more details please see Note 15 Intangible Assets. As of 31 December 2025, non-current liabilities increased by CHF 182.4 million and current liabilities decreased by CHF 40.1 million.
110










(13) LEASING
Sunrise leased assets include telecommunications installations like mobile sites and transmission equipment such as leased lines, shops and offices as well as vehicles. Information about leases for which Sunrise is a lessee is presented below.

Right-of-use assets
Year ended 31 December
CHF in millions
2025
2024
Network
1,199.0
1,091.4
Land, buildings and other
168.9
171.1
Total RoU assets
1,367.9
1,262.5

At 31 December 2025 the weighted average discount rate was 5.0% (2024: 5.5%). During 2025, Sunrise recorded additions in RoU assets associated with leases of CHF 151.7 million (2024: CHF 126.30 million). Additionally, balance-sheet adjustments of CHF 63.8 million were recorded, mainly driven by revised assumptions regarding the exercise of lease extension options during the budget forecast period for evergreen network leases. Sunrise makes extensive use of evergreen contracts, as they provide flexibility in network planning in response to the rapidly evolving telecommunications technology landscape.

Lease expenses
Year ended 31 December
CHF in millions
2025
2024
2023
Depreciation and amortisation
Network
94.0
101.4
99.3
Land, buildings and other
35.9
28.3
28.7
Total depreciation and amortisation
129.9
129.7
128.0
Interest expense
61.3
69.8
67.9
Short-term lease expense
3.1
2.4
3.2
Total lease expense
194.3
201.9
199.1

Lease liabilities
Maturities of Sunrise lease liabilities are presented below:

Year ended 31 December
CHF in millions
2025
2024
Within 1 year
181.4
164.1
Between 1 and 2 years
178.3
152.0
Between 2 and 3 years
151.6
148.8
Between 3 and 4 years
144.9
141.3
Between 4 and 5 years
139.3
135.2
After 5 years
863.9
925.7
Total payments
1,659.4
1,667.1
Less: present value discount
(382.2)
(447.8)
Present value of lease payments
1,277.2
1,219.3
Current portion
181.4
164.1
Non-current portion
1,095.8
1,055.2

Cash flows from leases
Year ended 31 December
CHF in millions
2025
2024
Principal payments
121.0
114.4
Interest payments
61.3
61.0
Payments for short-term leases
3.1
2.4
Total payments
185.4
177.8


111









(14) PROPERTY, PLANT AND EQUIPMENT

CHF in millions4
Network
Customer Premises Equipment
Support Capital and Leasehold Improvement
Land and Buildings
Assets Under Construction
Total
Cost:
Balance at 31 December 2023
4,722.6
328.7
167.5
30.1
347.5
5,596.4
Additions
291.3
88.9
27.8
408.0
Retirements and disposals
(211.9)
(101.3)
(20.9)
(5.3)
(339.4)
Reclassifications
(274.6)
(0.9)
25.8
0.1
173.2
(76.4)
Other
(1.0)
(1.0)
Balance at 31 December 2024
4,527.4
315.4
200.2
25.0
519.7
5,587.6
Additions
289.9
87.4
15.4
2.9
395.6
Retirements and disposals
(78.5)
(13.9)
(25.6)
(0.7)
(118.7)
Reclassifications
124.9
3.5
(0.3)
(184.8)
(56.7)
Other
0.1
(0.1)
(0.7)
(0.7)
Balance at 31 December 2025
4,863.8
392.4
189.6
27.1
334.2
5,807.1
4 Reclassified to conform with redefinition of asset categories as described in footnote.


CHF in millions5
Network
Customer Premises Equipment
Support Capital and Leasehold Improvement
Land and Buildings
Assets Under Construction
Total
Accumulated depreciation and impairment:
Balance at 31 December 2023
(3,037.9)
(159.9)
(83.3)
(19.5)
(3,300.6)
Depreciation
(269.2)
(65.1)
(29.8)
(3.9)
(368.0)
Retirements and disposals
211.4
101.3
21.0
5.3
339.0
Reclassifications
68.2
(2.9)
0.2
65.5
Other
15.0
15.0
Balance at 31 December 2024
(3,012.5)
(126.6)
(91.9)
(18.2)
(3,249.1)
Depreciation
(297.6)
(58.4)
(58.0)
(3.6)
(417.6)
Retirements and disposals
78.1
12.8
25.6
0.6
117.1
Reclassifications
(26.8)
4.5
(3.5)
(25.8)
Other
Balance at 31 December 2025
(3,258.8)
(167.7)
(127.8)
(21.2)
(3,575.5)
5 Reclassified to conform with redefinition of asset categories as described in footnote.
4
5
112









CHF in millions
Network
Customer Premises Equipment
Support Capital and Leasehold Improvement
Land and Buildings
Assets Under Construction
Total
Property and equipment, net:
Net carrying amount at 31 December 2024
1,514.9
188.8
108.3
6.8
519.7
2,338.5
Net carrying amount at 31 December 2025
1,605.0
224.7
61.8
5.9
334.2
2,231.6

The capitalisation process recognises all additions to PP&E as "Additions" to Assets Under Depreciation (Network, Customer Premises Equipment, and Land Buildings, and other), which are then reclassified simultaneously into Assets Under Construction within "Reclassifications", as long as construction or implementation of the underlying projects is ongoing. When projects are completed, the related assets are transferred from Assets Under Construction to Assets Under Depreciation as part of the reclassification process. This also results in recurring transfers of software assets from Assets Under Construction within PP&E to Intangible Assets. As a result of this process, the table above reflects negative reclassifications within the asset categories under depreciation. Following the spin-off, Sunrise has redefined its PP&E asset categories to reflect the nature and internal management of assets rather than the legacy structure of its former parent. Comparative information has been reclassified accordingly. These changes enhance transparency and relevance of the information presented. Consequently, the 2024 and 2023 net carrying amounts shown in the tables above include the following reclassifications between the newly defined (stated in the columns) and previously reported (stated in the rows) asset categories:

CHF in millions
Network
Customer Premises Equipment
Leasehold Improvement and Support Capital
Land and Buildings
Assets Under Construction
Total
Balance at 31 December 2023
Distribution systems
681.7
681.7
Customer premises equipment
39.5
168.8
208.3
Support equipment and buildings
963.4
84.2
10.6
1,058.2
Assets under construction
347.5
347.5
Total
1,684.6
168.8
84.2
10.6
347.5
2,295.7

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CHF in millions
Network
Customer Premises Equipment
Leasehold Improvement and Support Capital
Land and Buildings
Assets Under Construction
Total
Balance at 31 December 2024
Distribution systems
427.8
427.8
Customer premises equipment
44.0
188.8
232.8
Support equipment and buildings
1,043.1
108.3
6.8
1,158.2
Assets under construction
519.7
519.7
Total
1,514.9
188.8
108.3
6.8
519.7
2,338.5














(15) INTANGIBLE ASSETS
Changes in the carrying amounts of the intangible assets are as follows:

CHF in millions
Brands and Customers Relationships
Licenses and Rights
Software
Other Intangible Assets
Total
Cost:
1 January 2024
1,955.8
652.1
635.2
17.2
3,260.3
Additions
2.0
99.9
101.9
Retirements and disposals
(153.5)
(32.6)
(8.0)
(194.1)
Reclassifications
76.4
76.4
Other
1.9
3.6
5.5
31 December 2024
1,957.7
500.6
778.9
12.8
3,250.0
Additions
3.1
218.7
82.4
7.8
312.0
Retirements and disposals
(22.2)
(0.1)
(22.3)
Reclassifications
60.2
60.2
Other
0.2
(1.6)
0.6
12.4
11.6
31 December 2025
1,961.0
717.7
899.9
32.9
3,611.5
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CHF in millions
Brands and Customers Relationships
Licenses and Rights
Software
Other Intangible Assets
Total
Accumulated amortisation:
1 January 2024
(1,026.9)
(319.5)
(375.3)
(8.7)
(1,730.4)
Amortisation
(321.7)
(69.0)
(155.0)
(4.2)
(549.9)
Retirements and disposals
153.5
32.6
8.0
194.1
Reclassifications
(65.5)
(65.5)
Other
(13.9)
(13.9)
31 December 2024
(1,348.6)
(235.0)
(577.1)
(4.9)
(2,165.6)
Amortisation
(320.2)
(71.6)
(122.3)
(4.7)
(518.8)
Retirements and disposals
22.2
0.1
22.3
Reclassifications
Other
0.1
(0.2)
(3.5)
(11.3)
(14.9)
31 December 2025
(1,668.7)
(306.8)
(680.7)
(20.8)
(2,677.0)

CHF in millions
Brands and Customers Relationships
Licenses and Rights
Software
Other Intangible Assets
Total
Intangible assets subject to amortisation, net:
Net carrying amount at 31 December 2024
609.1
265.6
201.8
7.9
1,084.4
Net carrying amount at 31 December 2025
292.3
410.9
219.2
12.1
934.5

Brands and customer relationships
As of 31 December 2025, the most significant intangible assets are the customer base of former Sunrise Communications Group AG with a carrying amount of CHF 261.7 million as well as the Sunrise brand with a carrying amount of CHF 17.0 million. Both assets originated from the acquisition by former UPC GmbH in 2020 (renamed to Sunrise GmbH in 2022). The remaining useful lives are 1 year and 5 years, respectively.

Licenses and rights
As of 31 December 2025, licenses and rights consist primarily of two spectrum licenses and the broadcasting rights for the Swiss Ice Hockey National League. The frequency usage rights acquired in January 2013 are mostly used for 4G. The carrying amount is CHF 90.4 million with a remaining useful life of 3 years.

The frequency usage rights acquired in July 2019 are used for 5G. The carrying amount is CHF 50.7 million with a remaining useful life of 9 years.

Sunrise originally acquired the national and international broadcasting rights to National League ice-hockey matches in 2022 under a multi-season licence agreement. In August 2025, Sunrise agreed with National League AG to extend this rights framework through to the 2034/35 season. The extension covers an additional eight-season period and resulted in additions to intangible assets of CHF 216 million during the year, reflecting the consideration for the prolonged licensing rights. Following the extension, Sunrise updated the remaining useful life of the broadcasting-rights asset to a combined ten-year period, accounted for as a prospective change in accounting estimate in accordance with IAS 8. The asset is amortised on a straight-line basis over the revised term. The carrying amount of CHF 264.4 million of the broadcasting-rights intangible asset as at 31 December 2025 reflects both the original 2022 rights and the incremental cost recognised in 2025.

Software
Software mainly includes licenses and developments for Customer Relationship Management ('CRM') and accounting applications with varying remaining useful lives of less than 5 years.

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(16) GOODWILL
Goodwill allocation
For business combinations, goodwill is allocated as of the transaction date to Sunrise cash-generating units ('CGUs'). Sunrise CGUs with allocated goodwill consist of Residential, Business and Wholesale.

CHF in millions
Residential
Business
Wholesale
Total
Cost:
1 January 2024
4,587.1
1,098.3
327.3
6,012.7
Additions from business combinations
31 December 2024
4,587.1
1,098.3
327.3
6,012.7
Additions from business combinations
31 December 2025
4,587.1
1,098.3
327.3
6,012.7

CHF in millions
Residential
Business
Wholesale
Total
Goodwill, net:
Net carrying amount at 31 December 2024
4,587.1
1,098.3
327.3
6,012.7
Net carrying amount at 31 December 2025
4,587.1
1,098.3
327.3
6,012.7
Impairment tests for goodwill
Goodwill is subject to an annual impairment test conducted as of 30 September of each year. In 2025, there were no other recorded intangible assets with indefinite useful lives (2024: CHF 0). The recoverable amount of all CGUs has been determined based on their value-in-use using a discounted cash flow (DCF) method. The annual impairment test performed as of 30 September 2025 did not result in the recognition of any impairment losses for any of the Group’s CGUs. The key assumptions used are listed below:
Key assumptions used in value in use calculations

2025
2024
Long-term growth rate
—%
—%
WACC (pre-tax)
5.1%
5.3%




The calculation basis for the DCF model is the Sunrise business plan as approved by the Executive Committee. The detailed planning horizon of the business plan covers five years. The free cash flows beyond the five-year planning period were extrapolated using a long-term growth rate. The discount rate is the weighted average cost of capital ('WACC') before tax of Sunrise. Budgeted gross margin and growth rates are based on past performance and management's expectations of market development. Revenue, as a further key assumption, is estimated using detailed revenue models including market dynamics, expectations for pricing and customer churn rates, amongst others. As of the impairment-test date, the recoverable amount for all CGUs was higher than the carrying amount. The annual impairment test for the reporting period did not result in any impairment of recognised goodwill. In accordance with IAS 36.134–136, Sunrise has disclosed the key assumptions and valuation approach used to determine the recoverable amount of the relevant CGUs. IAS 36.134(f) requires a sensitivity analysis only if a reasonably possible change in a key assumption would cause the carrying amount to exceed the recoverable amount. Management reviewed the key assumptions and performed targeted analyses, concluding that no reasonably possible change in any key assumption would result in an impairment. Therefore, the requirement to provide a sensitivity analysis under IAS 36.134(f) does not apply.
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(17) PROVISIONS

CHF in millions
Asset Retirement Obligations
Restructuring Obligations
Other Provisions
Total
Provisions as of 1 January 2024
64.1
22.9
29.9
116.9
Provisions made during the period
2.1
1.9
4.0
Change in present value
2.4
2.4
Provisions used during the period
(4.6)
(20.1)
(29.9)
(54.6)
Provisions as of 31 December 2024
64.0
4.7
68.7
Thereof current
4.7
4.7
Thereof non-current
64.0
64.0
Provisions as of 1 January 2025
64.0
4.7
68.7
Provisions made during the period
2.4
8.6
11.0
Change in present value
1.3
1.3
Provisions used during the period
(0.4)
(10.4)
(10.8)
Provisions as of 31 December 2025
67.3
2.9
70.2
Thereof current
2.9
2.9
Thereof non-current
67.3
67.3


Provisions for asset retirement obligations relate to the future dismantling of mobile stations and restoration of property owned by third parties. Those leases generally contain provisions that require Sunrise to remove the asset and restore the sites to their original condition at the end of the lease term. The uncertainties relate primarily to the timing of the related cash outflows. The majority of these obligations are not expected to result in cash outflows within a year.

Restructuring obligations primarily include the full cost of planned business restructuring programmes. These programmes are expected to be completed within the next 12 months.

Other provisions are related to litigation and legal claims. Refer to Note 18 for further details on legal contingencies for Sunrise.

(18) COMMITMENTS AND CONTINGENCIES
The total contractual and purchase commitments as of 31 December 2025 , amounted to CHF 725.5 million (31 December 2024: CHF 886.7 million) for future investments in property, plant and equipment, right-of-use assets and intangible assets.

On 8 December 2017, Sunrise GmbH, formerly known as UPC Schweiz GmbH, entered into a mobile virtual network operator ('MVNO') agreement with Swisscom (Schweiz) AG ('Swisscom'), as subsequently amended (the 'Swisscom MVNO'), for the provision of mobile network services to certain of Sunrise GmbH’s end customers. In January 2023, Swisscom filed a formal lawsuit against Sunrise GmbH, asserting that it is in breach of the Swisscom MVNO and claiming approximately CHF 90 million in damages. In April 2024, Sunrise agreed with Swisscom to resolve the matter, the terms of which are not material to us and, as a result, the lawsuit against Sunrise GmbH has been withdrawn.

On 5 March 2012, Sunrise GmbH was party to a dispute with Swisscom related to rates for interconnection, unbundled local loop ('ULL'), colocation, rebilling, leased lines and access to duct. On 25 August 2023, Swisscom made a non-prejudicial down payment for the unopposed portion in the amount of CHF 18.8 million (including VAT) of the total recovery. For this part, where the cash payment was received, the gain contingency was concluded as realised and undisputed, respectively. In Q3 2023, a gain contingency in the amount of CHF 17.2 million was recorded in other income.

In November 2023, Sunrise recorded a provision of CHF 29.1 million due to an ice-hockey broadcasting rights penalty issued by the Competition Commission. During the 12-month period ended 31 December 2024 Sunrise settled CHF 29.3 million related to this penalty.

In addition, Sunrise has significant commitments under (i) derivative instruments and (ii) defined benefit plans and similar agreements, pursuant to which we expect to make payments in future periods. For information regarding derivative instruments, including the net cash paid or received in connection with these instruments, see Note 24. For information regarding the Sunrise defined benefit plan, see Note 10.

117









Sunrise also has commitments pursuant to agreements with, and obligations imposed by, authorities, which may include obligations in certain markets to move aerial cable to underground ducts or to upgrade, rebuild or extend portions of Sunrise broadband communication systems. Such amounts are not fixed or determinable.

Sunrise is party to certain pending lawsuits and cases with public authorities and complaint boards. Based on a legal assessment of the possible outcome of each of these lawsuits and cases, management is of the opinion that these will have no significant adverse effect on the Sunrise statement of financial position.



(19) INCOME TAXES
Income tax expense



Year ended 31 December
CHF in millions
2025
2024
2023
Current income tax expense
(18.3)
(20.6)
(17.3)
Current income tax benefit (expense) of prior periods
(4.5)
(19.2)
1.0
Deferred income tax benefit
42.7
56.5
76.2
Total income tax benefit
19.9
16.7
59.9

Current and deferred income taxes are recognised by each consolidated entity of Sunrise, regardless of who has the legal liability for settlement or recovery of the tax.

Analysis of income taxes
The Sunrise tax rate reconciliation is based on the domestic tax rate of the main operating company domiciled in Switzerland, with a reconciling item in respect of the tax rates applied by Sunrise companies in other jurisdictions. This tax rate is used because Sunrise operational activities are mainly carried out in Switzerland and therefore provides the most meaningful information for the user of the consolidated financial statements.

The use of the Sunrise weighted average tax rate based on the aggregation of the separate reconciliations of each individual jurisdiction/entity would result in a highly biased and therefore less meaningful expected tax rate due to the volatile results of the Dutch companies.


Year ended 31 December
CHF in millions
2025
2024
2023
Income (loss) before income taxes
(128.4)
(378.5)
(372.1)
Domestic income tax rate
18.3%
18.3%
18.4%
Expected income tax benefit /(expense)
23.5
69.4
68.4
Effect of income taxed at differing tax rates
(4.2)
5.0
(3.7)
Non-deductible items
(0.6)
(18.4)
(9.9)
Non-taxable income
0.1
Effect of changes in recognition of deferred tax assets
(0.6)
(0.6)
3.2
Adjustments to deferred tax balances arising from tax rate changes
0.7
0.5
Adjustments recognised for current and deferred tax of prior periods
0.8
(40.3)
1.0
Other effects
0.3
1.6
0.3
Total income tax benefit
19.9
16.7
59.9

118









Deferred tax assets and liabilities
Deferred tax assets and liabilities by origin of the temporary difference:

31 December 2025
CHF in millions
Assets
Liabilities
Intangible assets
74.2
Property, plant and equipment
23.5
Unrealised foreign exchange results
5.8
77.0
Derivatives
86.4
0.1
Receivables
2.2
Right-of-use assets
Deferred revenue
0.1
16.8
Employee benefit obligations
0.2
Provisions
1.9
0.3
Lease liabilities
Other
0.1
0.4
Total
94.5
194.5
Netting of deferred tax assets and liabilities
79.2
(79.2)
Reflected in the Consolidated Statements of Financial Position as follows:
Deferred tax assets
15.3
Deferred tax liabilities
115.4

31 December 2024
CHF in millions
Assets
Liabilities
Intangible assets
135.2
Property, plant and equipment
34.2
Unrealised foreign exchange results
26.5
Derivatives
4.8
Receivables
3.9
Right-of-use assets
20.4
Deferred revenue
0.1
20.1
Employee benefit obligations
1.4
Provisions
8.9
0.3
Lease liabilities
1.0
Other
0.1
0.4
Tax net operating loss carry forward
0.4
Total
57.8
199.9
Netting of deferred tax assets and liabilities
34.2
(34.1)
Reflected in the Consolidated Statements of Financial Position as follows:
Deferred tax assets
23.6
Deferred tax liabilities
165.8








119









Net change in deferred tax assets and liabilities

CHF in millions
2025
2024
2023
Opening balance at the beginning of the period 1 January
142.2
206.7
294.7
Changes recognised in the consolidated statements of income or loss
(42.7)
(56.6)
(76.2)
Changes recognised in the consolidated statements of comprehensive income or loss
0.6
(1.2)
(5.4)
Changes recognised in the consolidated statements of changes in equity
(7.9)
(8.9)
Change in scope of consolidation/goodwill adjustment
3.7
Foreign currency effects
1.2
(1.2)
Closing balance at the end of the period 31 December
100.1
142.2
206.7

The change in the deferred tax position is mainly recognised in the Consolidated Statements of Income or Loss. The changes made via the Consolidated Statements of Comprehensive Income or Loss mainly relate to deferred taxes in connection with IAS 19. The changes directly recorded in equity are based on capital contributions with different accounting recognition under IFRS and tax base; see Note 20.
Temporary differences associated with investments
Deferred tax liabilities are recognised in respect of investments in subsidiaries, branches and associates, and interest in joint arrangements, except to the extent that Sunrise can control the timing of the reversal of the associated taxable temporary difference, and it is probable that such will not reverse in the foreseeable future. Due to the existing double taxation agreement between Switzerland and the Netherlands, any distributions have no direct tax consequences. Furthermore, dividend income is exempt from direct income taxes in the Netherlands. Therefore, as of 31 December 2025 and 31 December 2024, this exception was not considered to apply to any taxable differences.

Unrecognised deferred tax assets on tax loss carryforwards
As of 31 December 2025 and 31 December 2024 Sunrise has the following unused tax loss carryforwards for which no deferred tax assets are recognised:


31 December
CHF in millions
2025
2024
Due to expire within 1 year
Due to expire within 2 to 7 years
16.5
Amount not due to expire
Total
16.5


Unrecognised deferred tax assets on deductible temporary differences
In the current and past period there were no deductible temporary differences for which no deferred tax asset has been recognised.

Other disclosures
OECD Pillar Two Model Rules (Global minimum tax)
Sunrise falls under the scope of application of the OECD minimum tax. The global minimum tax regulations provide for payment of an additional tax to account for the difference between the effective Global Anti Base Erosion ('GloBE') tax rate per country and the minimum rate of 15%. Switzerland adopted new legislation introducing the global minimum tax in December 2023 that entered into force on 1 January 2024. Sunrise does not expect the minimum tax to have any impact on its activities in Switzerland, as the effective tax rate is more than 15%. The same applies to the other countries in which Sunrise operates. Sunrise is monitoring developments in the minimum tax regulations and is assessing their impact on Sunrise on an ongoing basis.

Sunrise applies the exception to recognising and disclosing information about deferred income tax assets and liabilities in connection with income taxes related to minimum tax, as provided in the amendments to IAS 12 published in May 2023.
120










(20) EQUITY
Ordinary share capital
Authorised ordinary share capital consists of 71,276,895 (2024: 69,759,702) authorised Class A Shares with a par value of CHF 0.10, of which 70,108,614 are outstanding as at 31 December 2025 (2024: 68,858,888), and 25,805,386 (2024: 25,977,316) authorised Class B Shares with a par value of CHF 0.01.

Treasury shares
After the spin-off, Sunrise acquired 1,000,000 Class A common shares for CHF 100,000 from LGl Ltd., with 99,186 of these shares being used to fulfil share-based compensation obligations.

In July 2025, Sunrise Communications AG issued 1,500,000 Class A Shares at a nominal value of CHF 0.10 from conditional capital to Sunrise GmbH and they were repurchased by Sunrise Communications AG at nominal value, resulting in no change to total equity other than a reclassification between share capital and treasury shares.

Other reserves
This caption includes capital contributions from/distributions to related parties, share-based compensation related charges and distributions as well as Sunrise accumulated losses.

The capital charges in 2023 include distributions of CHF 50.9 million from a change in a service agreement related to technology and innovation services and a capital contribution of CHF 6.1 million related to the Dutch Sunrise Finco's current tax liability (see Note 19). The residual amount is mainly related to distributions recognised in connection with the exercise or vesting of stock-based compensation incentive awards.

The capital charges in 2024 are mainly related to the reorganisation transactions due to the spin-off execution. Sunrise received capital contributions from LG Europe Holding BV of CHF 1,106.2 million. The capital contributions were used for partial repayment of the Sunrise external debt. Further contributions from LG of 25.1 million related to the Dutch Sunrise Finco's current tax liability (see Note 19). The residual amount is mainly related to distributions recognised in connection with the exercise or vesting of stock-based compensation incentive awards.

In May 2025 Sunrise distributed a dividend of CHF 3.33 per Class A Share and CHF 0.33 per Class B Share, totalling CHF 240.4 million, that was paid exclusively from reserves from foreign capital contributions.

The Board of Directors has proposed a dividend of 3.42 per Class A Share and CHF 0.34 per Class B Share for the year ended 31 December 2025, to be distributed exclusively out of reserves from foreign capital contributions. The proposed dividend and the related amount per share are disclosed in these notes but have not been recognised as a liability at the end of the reporting period, as no present obligation existed at that date.

Currency translation reserve
The currency translation reserve is used to record cumulative translation differences on the net assets of foreign operations. The cumulative translation differences will be recycled to the Consolidated Statements of Comprehensive Income or Loss upon disposal of the foreign operations.

Actuarial gains or losses from defined benefit plans
Actuarial gains or losses from defined benefit plans include the pension reserve.
121










(21) EARNINGS PER SHARE
The earnings-per-share calculation uses the weighted average number of shares in issue during the year. For the weighted average number of shares outstanding in periods prior to spin-off, the share amount distributed at spin-off net of treasury shares was used. The equity awards granted but not yet vested do not impact the diluted earnings per share, as the effect is anti-dilutive for 2024 and 2025 due to the net loss of Sunrise for the year ended 31 December 2024 and 2025.
Year ended 31 December 2025
Class A
Class B
Allocation of net income (loss) attributable to Sunrise share classes (in CHF million)
(108.2)
(4.0)
Weighted average number of shares outstanding
69,486,095
25,862,650
Adjusted weighted average of shares outstanding
69,486,095
25,862,650
Basic and diluted earnings (loss) per share (in CHF)
(1.6)
(0.2)
Year ended 31 December 2024
Class A
Class B
Allocation of net income (loss) attributable to Sunrise share classes (in CHF million)
(352.7)
(13.1)
Weighted average number of shares outstanding
69,619,207
25,977,316
Adjusted weighted average of shares outstanding
69,619,207
25,977,316
Basic and diluted earnings (loss) per share (in CHF)
(5.1)
(0.5)

The number of shares outstanding is shown in absolute units below, rather than time-weighted units.

2025
2024
Class A
Class B
Class A
Class B
Shares Outstanding as of 1 January
68,858,888
25,977,316
69,759,702
25,977,316
Acquisition of treasury shares
(1,000,000)
Distribution from treasury shares
1,232,533
99,186
Shares transferred between share classes
17,193
(171,930)
Shares Outstanding as of 31 December
70,108,614
25,805,386
68,858,888
25,977,316

The table below shows all potential ordinary shares, including those equity awards which are excluded from the calculation of the diluted earnings per share due to their anti-dilutive impact. The PSU plans shown below would not be included due to the performance condition not yet being achieved; however, they are displayed below to give a holistic overview of potential dilution in the future. The table below shows absolute units, rather than the 2025 time-weighted units.
2025
2024
PSU plans
690,536
421,608
RSU plans
389,563
399,399
SAR plans6
73,772
63,814
Legacy LG RSU plans
655,081
1,402,510
Potential ordinary shares of Class A
1,808,952
2,287,331
5 Dilutive impact calculated based on closing share price of CHF 42.42 (2024: 39.32 ) as at 31 December. Comparative figure has been adjusted to reflect potential dilutive impact rather than the amount of outstanding SARs.

For LG RSU awards granted before the spin-off, holders of Legacy LG RSU plans will receive Sunrise RSUs at the same ratio per RSU as the distribution of Sunrise Class A common shares to LG Class A common shareholders during the spin-off. These are referred to as "True-Up Sunrise RSUs" in the F-4 filing.
6
122










123









(22) FINANCIAL INCOME AND EXPENSES

Year ended 31 December
CHF in millions
2025
2024
2023
Finance income:
Interest income
3.5
8.1
3.0
Dividend income
Realised and unrealised gains on derivative instruments
249.6
Foreign currency transaction gains
420.2
568.6
Gains due to changes in fair values of certain investments and debt, net
3.1
Other financial income
2.1
Total
425.8
257.7
574.7
Finance expenses:
Interest expense
(313.3)
(432.9)
(431.1)
Realised and unrealised losses on derivative instruments
(290.1)
(524.5)
Foreign currency transaction losses
(295.2)
Losses on debt modification and extinguishment
(29.2)
(4.0)
(0.1)
Losses due to changes in fair values of certain investments and debt, net
(21.0)
(6.1)
Other financial expense
(2.7)
(4.4)
(1.5)
Total
(656.3)
(742.6)
(957.2)

Losses due to changes in fair values of certain investments and debt, net includes an impairment loss of CHF 20.2 million on its equity-accounted investment in CH Media TV AG. For details please refer to Note 25 Investments.









124










(23) BORROWINGS
The CHF equivalents of the components of third-party debt are as follows:

31 December 2025
Principal Amount
Weighted Average Interest Rate (%)7
Unused Borrowing Capacity
31 December
CHF in millions
2025
2024
Sunrise holding bank facility
6.07%
485.7
1,547.2
2,239.0
Sunrise holding SPE notes
4.60%
2,143.3
1,468.8
Sunrise holding senior note
3.88%
268.0
629.3
Vendor financing
1.96%
387.2
350.0
Total third-party debt before deferred financing costs, discounts, premiums and accrued interest
4.85%
485.7
4,345.7
4,687.1

6 Represents the weighted average interest rate in effect at 31 December 2025 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin. The interest rates presented represent stated rates and do not include the impact of derivative instruments, deferred financing costs, original issue premiums or discounts and commitment fees. Including the effects of derivative instruments, but excluding the impact of original issue premiums, discounts, deferred financing costs, vendor financing and commitment fees, the weighted average interest rate of Sunrise aggregate third-party variable- and fixed-rate indebtedness was 2.8% (2024: 3.0%) at 31 December 2025. The weighted average interest rate calculation includes principal amounts outstanding associated with all Sunrise secured and unsecured borrowings.

The following table provides a reconciliation of total third-party debt before deferred financing costs, discounts, premiums and accrued interest to total debt including interest:

31 December
31 December
CHF in millions
2025
2024
Total third-party debt before deferred financing costs, discounts, premiums and accrued interest:
4,345.7
4,687.1
Deferred financing costs, discounts and premiums, net
(8.5)
(10.3)
Total carrying amount of third-party debt
4,337.2
4,676.8
Accrued interest on third-party debt
98.5
57.4
Total debt including interest
4,435.7
4,734.2
Current portion of debt
485.7
407.4
Non-current portion of debt
3,950.0
4,326.8
Sunrise holding bank facility
The Sunrise holding bank facility is the senior secured credit facility of certain consolidated entities of Sunrise. The details of Sunrise borrowings under the Sunrise holding bank facility are summarised in the following tables:

Year ended 31 December 2025
Sunrise Holding Bank Facilities
Maturity
Interest Rate
Facility Amount (in Borrowing Currency)
Outstanding Principal Amount
Unused Borrowing Capacity
Carrying Value
in millions
CHF millions
AAA
15 February 2032
Term SOFR + 2.5%
$1,950.0
1,547.2
1,540.5
Revolving Facility B
31 March 2031
SARON + 2.0%
CHF500.0
485.7
Total
1,547.2
485.7
1,540.5
7
125











Year ended 31 December 2024
Sunrise Holding Bank Facilities
Maturity
Interest Rate
Facility Amount (in Borrowing Currency)
Outstanding Principal Amount
Unused Borrowing Capacity
Carrying Value
in millions
CHF millions
AT
30 April 2028
Term SOFR + 2.4%
$700.0
635.4
633.8
AU
30 April 2029
EURIBOR + 2.5%
€400
375.8
374.7
AX
31 January 2029
Term SOFR + 3.0%
$1,044.7
948.3
944.0
AY
31 January 2029
EURIBOR + 3.0%
€297.6
279.6
278.8
Revolving Facility A
31 May 2026
EURIBOR + 2.5%
€10
9.4
Revolving Facility B
30 September 2029
EURIBOR + 2.5%
€720
652.6
Total
2,239.0
662.0
2,231.2

The Sunrise Holding Revolving Facility provides for maximum borrowing capacity of CHF 500.0 million, including CHF 37.5 million under the related ancillary facility. With the exception of CHF 14.3 million of borrowings under the ancillary facility (which are blocked as financial guarantees), the Sunrise Holding Revolving Facility was undrawn at 31 December 2025.


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Financing transactions
On 13 February 2025, the Group refinanced USD 1,045 million of Facility AX and partially repaid EUR 177.6 million of Facility AY through the drawdown of a new USD 1,300 million term loan (“Facility AAA”).

Under the terms of the Additional Facility AAA Accession Agreement to Sunrise Financing Partnership, Facility AAA was issued at 99.75% of par and bears interest at a rate of Term SOFR + 2.50% (the Original Margin) per annum and is due on 15 February 2032.

The Original Margin depends on meeting the conditions and targets in the Sunrise Sustainability Report and ESG Certificate. These must be shared with the Facility Agent from the financial year ending 31 December 2026 to 31 December 2031. The proceeds from Facility AAA were applied directly to settle the previous facilities and did not involve the movement of cash through the Group’s bank accounts. Consequently, the transaction's complete effect is not immediately apparent within the statement of cash flows.
On 6 May 2025, the Group cancelled the remaining EUR 10 million commitment under its former Revolving Facility A, and on 8 May 2025 it cancelled EUR 33.3 million of commitments under its former Revolving Facility B. On 30 June 2025, the Group amended Revolving Facility B, replacing the prior EUR 720.0 million revolving commitment (maturing September 2029) with a CHF 500 million facility (maturing March 2031), transitioning pricing from EURIBOR + 2.5% to SARON + 2.0%.

On 28 May 2025, the Group issued EUR 550.0 million of Senior Secured Notes maturing 15 May 2032 through its subsidiary Sunrise FinCo I BV and applied the proceeds in full to refinance its existing Term Loans AU and AY. Under the Notes Subscription Agreement, the Notes were issued at 100% of par, bear interest at a fixed rate of 4.625% per annum payable semi‑annually in arrears on 15 January and 15 July, and are listed on The International Stock Exchange.

On 9 October 2025, the Group issued EUR 385.0 million of additional 4.625% Senior Secured Notes maturing 15 May 2032 through its subsidiary Sunrise FinCo I BV and applied the proceeds to refinance existing debt, including Term Loan AT and a portion of the USD 5.5% Senior Notes due 2028. Under the Notes Subscription Agreement, the Notes were issued at 100.125% of par, bear interest at a fixed rate of 4.625% per annum payable semi-annually in arrears on 15 January and 15 July, and are listed on The International Stock Exchange.

Concurrently, on 9 October 2025, the Group entered into an additional USD 650.0 million term loan under its Term Loan Facility AAA, maturing 15 February 2032, and applied the proceeds to refinance the remaining balance of Term Loan AT.
On 13 November 2025, the Group fully redeemed USD 75.0 million of 5.5% Senior Notes due 2028 issued by its subsidiary Sunrise HoldCo IV BV. The redemption was made at par, and the outstanding principal balance of the notes was reduced to zero. Interest accrued at a fixed rate of 5.5% per annum was paid in connection with the redemption.

On 10 December 2025, the Group partially repaid EUR 56.8 million of Senior Secured Notes due 2029 issued by its subsidiary UPCB Finance VII Limited. Following the repayment, the outstanding principal balance of the notes was reduced from EUR 374.9 million to EUR 318.1 million. Interest accrued at a fixed rate of 3.625% per annum was paid in connection with the repayment. All outstanding borrowings are classified as non-current as of 31 December 2025.

Year ended 31 December 2025
Outstanding principal amount
Sunrise holding SPE notes
Maturity
Interest Rate
Original Issue Amount
Borrowing Currency
CHF Equivalent
Carrying Value CHF
in millions
2031 Sunrise holding senior secured notes
15 July 2031
4.88%
$1,250.0
$1,230.0
975.9
975.5
UPCB finance VII euro notes
15 June 2029
3.63%
€600.0
€318.1
296.3
295.8
Sunrise FinCo I B.V. 4.625% 2032 (€)
15 May 2032
4.63%
€935.0
€935.0
871.1
870.0
Total
2,143.3
2,141.3
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Year ended 31 December 2024
Outstanding principal amount
Sunrise holding SPE notes
Maturity
Interest Rate
Original Issue Amount
Borrowing Currency
CHF Equivalent
Carrying Value CHF
in millions
2031 Sunrise holding senior secured notes
15 July 2031
4.88%
$1,250.0
$1,230.0
1,116.6
1,115.9
UPCB finance VII euro notes
15 June 2029
3.63%
€600.0
€374.9
352.2
351.3
Total
1,468.8
1,467.2

The Sunrise holding SPE notes are non-callable prior to their respective call date (as specified under the applicable indenture). If, however, at any time prior to the applicable call date, all or a portion of the loans under the related Funded Facility are voluntarily prepaid (an 'SPE Early Redemption Event'), then the Sunrise Holding SPE will be required to redeem an aggregate principal amount of its respective Sunrise holding SPE notes equal to the aggregate principal amount of the loans prepaid under the relevant Funded Facility. In general, the redemption price payable will equal 100% of the principal amount of the applicable Sunrise holding SPE notes to be redeemed and a "make-whole" premium, which is the present value of all

remaining scheduled interest payments to the applicable call date using the discount rate as of the redemption date plus a premium (as specified in the applicable indenture). Upon the occurrence of an SPE Early Redemption Event on or after the applicable call date, the Sunrise Holding SPE will redeem an aggregate principal amount of its respective Sunrise holding SPE notes equal to the principal amount prepaid under the related Funded Facility at a redemption price (expressed as a percentage of the principal amount) plus accrued and unpaid interest and additional amounts (as specified in the applicable indenture), if any, to the applicable redemption date.

Sunrise holding senior notes
Sunrise has issued certain senior notes that rank equally with all of the existing senior debt of such issuer and are senior to all existing subordinated debt of such issuer and which are secured by a pledge over the shares of Sunrise HoldCo IV. In addition, the indentures governing Sunrise senior notes contain customary incurrence-based covenants such as compliance with certain consolidated net leverage ratios, as well as restrictions with regard to the ability to sell certain assets. Also, in the case of a change of control, Sunrise must repurchase the relevant notes at a redemption price of 101%. Covenants are tested on a quarterly basis.

The details of the Sunrise holding senior notes are summarised in the following tables:

Year ended 31 December 2025
Outstanding principal amount
Sunrise holding senior notes
Maturity
Interest rate
Original Issue Amount
Borrowing Currency
CHF Equivalent
Carrying Value CHF
in millions
3.875% senior notes
15 June 2029
3.88%
€635.0
€287.9
268.0
267.8
Total
268.0
267.8

128









Year ended 31 December 2024
Outstanding principal amount
Sunrise holding senior notes
Maturity
Interest Rate
Original Issue Amount
Borrowing Currency
CHF Equivalent
Carrying Value CHF
in millions
3.875% senior notes
15 June 2029
3.88%
€635.0
€287.9
270.4
269.9
5.5% senior notes
14 January 2028
5.50%
$550.0
$395.3
358.9
358.1
Total
629.3
628.0

Transfers of financial assets – Airtime-receivable securitisation
On 30 December 2025, the Group sold trade receivables related to mobile services with a gross carrying amount of CHF 52.8 million (2024: CHF nil) to a third-party financial institution. The receivables were sold at par and derecognised because the Group transferred substantially all credit risk and surrendered control. The Group has no continuing involvement in the transferred receivables as defined in IFRS 7. Cash proceeds of CHF 51.5 million are presented in the statement of cash flows under “Proceeds from sale of trade receivables” within cash flows from operating activities.



(24) FINANCIAL INSTRUMENTS AND RISK
Financial risk management
Sunrise operates a centralised risk management system that distinguishes between strategic and operating risks. The overall risk management programme of Sunrise focuses on the unpredictability of financial market risks and seeks to minimise potential adverse effects on the financial condition or performance of Sunrise. All identified risks are quantified (according to their realisation probability and impact) and noted on a risk schedule. Sunrise is exposed to a variety of financial risks, namely market risk, credit risk and liquidity risk. Financial risk management is governed by policies approved by key management personnel. These policies provide guidelines for overall risk management as well as specific areas such as interest rate risk.

Area
Risk management approach
Liquidity risk
Liquidity risk is managed by maintaining adequate cash balances, access to committed borrowing facilities and diversified sources of funding. Liquidity requirements are monitored on an ongoing basis through budgeting, rolling cash‑flow forecasts and stress‑testing, taking into account restrictions on the transfer of cash within the Group.
Capital management
The Group’s objective in managing capital is to secure its ongoing financial needs, maintain its ability to continue as a going concern and preserve financial flexibility, while providing returns to shareholders. Capital is monitored through leverage metrics, debt maturity profiles and covenant compliance.
Credit risk
Credit risk is managed through established credit policies, customer credit assessments and ongoing monitoring of payment behaviour. Exposure is diversified across a broad customer base and financial counterparties, limiting concentrations of credit risk.
Foreign currency exposures
Substantially all of Sunrise debt is in currencies other than the Swiss franc (see Note 23 for additional information). Therefore, the Sunrise policy is to provide for an economic hedge against foreign currency exchange rate movements by using derivative instruments to synthetically convert unmatched debt into the applicable underlying currency.










129









31 December 2025
31 December 2024
CHF in millions
EUR
USD
Other
EUR
USD
Other
Trade receivables
4.0
1.1
8.2
8.6
1.8
7.5
Trade payables
(19.7)
(7.8)
(12.1)
(21.5)
(19.2)
(10.3)
Sunrise Holding Bank facilities
(1,540.5)
(653.5)
(1,577.8)
Sunrise holding SPE notes
(1,165.8)
(975.5)
(351.3)
(1,115.9)
Sunrise holding senior notes
(267.8)
(269.9)
(358.1)
Cross currency swaps
(117.4)
(382.4)
(232.5)
(30.5)
FX Forwards
0.1
(0.1)
(0.3)
(0.3)
0.9
0.2
Interest Rate Options
Interest Rate Swaps
(7.6)
(41.4)
(86.0)
(93.5)
Net statement of financial position exposure
(1,574.2)
(2,946.6)
(4.2)
(1,606.4)
(3,192.3)
(2.6)

The following table shows the impact of a possible change in the Euro and the US dollar against the Swiss franc, all other variables held constant before the impact of economic hedging against foreign currency exchange rate movements. The impact on Sunrise profit before tax is mainly driven by foreign exchange gains/losses of Euro- and US dollar- denominated cash and cash equivalents, trade and other receivables as well as trade, borrowing and other payables. As of 31 December 2025 and 31 December 2024, Sunrise has no other material exposure to foreign currencies.




130









Foreign currency sensitivity

31 December
Effect on profit before tax
Changes in %
2025
2024
EUR/CHF
10
160.1
177.4
USD/CHF
10
278.6
380.4
Interest rate risk
Sunrise is exposed to changes in interest rates primarily as a result of its borrowing activities, which include fixed-rate and variable-rate borrowings by its subsidiaries. The Sunrise interest rate risk mainly arises from borrowings primarily under the Sunrise Holding Bank Facility, which are indexed to EURIBOR, Secured Overnight Financing Rate ('SOFR'), Term Secured Overnight Financing Rate ('Term SOFR'), Swiss Average Rate Overnight ('SARON') or other base rates. In general, Sunrise enters into derivative instruments to protect against increases in the interest rates on variable-rate debt. An instantaneous increase/decrease in the relevant base rate of 10 basis points would have increased/decreased the aggregate fair value of the Sunrise interest rate derivatives by approximately CHF 13.0 million (2024: CHF 13.0 million). Such a movement would be predominantly offset by gains or losses on interest expense.

Capital management
The Sunrise objectives in managing capital are to secure its ongoing financial needs, to continue as a going concern, to meet its financial targets, to provide returns to its shareholders and to maintain a cost-efficient and risk-optimised capital structure. Its managed capital structure consists of equity (as disclosed in Note 20), current and non-current borrowings (see Note 23) less cash and cash equivalents.


31 December
CHF in millions
2025
2024
Equity attributable to shareholders
4,049.5
4,360.8
Non‑controlling interests (Note 20)
26.2
26.1
Total equity
4,075.7
4,386.9
Current borrowings (Note 23)
485.7
407.4
Non‑current borrowings (Note 23)
3,950.0
4,326.8
Total borrowings
4,435.7
4,734.2
Less: Cash and cash equivalents
(273.2)
(351.8)
Managed capital
8,238.2
8,769.3

Liquidity risk
In order to maintain this capital structure, Sunrise manages its liquidity to ensure its ability to service its borrowings. Liquidity risk arises when there is difficulty in Sunrise meeting its financial obligations. In addition to cash and cash equivalents, the primary sources of liquidity are cash provided by operations and access to the available borrowing capacity of various debt facilities. Sunrise uses budgeting and cash flow forecasting tools to ensure that there are sufficient resources to meet its liquidity requirements on a timely basis. Further, Sunrise also maintains a liquidity reserve to provide for unanticipated cash outflows. Cash flow forecasting is performed by the Sunrise treasury function. Rolling forecasts of Sunrise liquidity requirements are established on a regular basis to ensure sufficient cash is available to meet operational needs and to honour its obligations under its financing arrangements, including the maintenance of borrowing limits and covenant compliance. The table below summarises the maturity profile of Sunrise's financial liabilities based on contractual undiscounted cash outflows (inflows). All interest payments and repayments of financial liabilities are based on contractual agreements. Interest payments are determined using zero-coupon rates. For floating rate instruments, the calculation is computed using the base rate and applicable margin prevailing as of 31 December 2025.
131









31 December 2025
CHF in millions
<1 year
Between 1 and 2 years
Between 2 and 5 years
Over 5 years
Total
Trade payables and other payables
719.2
60.5
79.1
87.6
946.4
Accrued interest
98.5
98.5
Vendor financing
387.2
387.2
Borrowings – notional
564.3
3,393.8
3,958.1
Borrowings – interest
199.4
201.8
592.0
280.6
1,273.8
Lease liabilities (undiscounted)
181.4
178.3
435.8
863.9
1,659.4
Derivatives
72.3
76.2
(168.3)
(100.0)
(119.8)
Vendor Financing
Represents amounts owed to various creditors pursuant to interest-bearing vendor financing arrangements that are used to finance certain of Sunrise's property and equipment additions and operating expenses. These arrangements extend Sunrise's repayment terms beyond a vendor’s original due dates (e.g., extension beyond a vendor’s customary payment terms, which are generally 90 days or less) and as such are classified outside of accounts payable as third-party debt (Note 23) in the Sunrise Consolidated Statements of Financial Position. These obligations are generally due within one year and include VAT that was also financed under these arrangements. For the purposes of the Sunrise Consolidated Statements of Cash Flows, vendor financing additions represent operating-related expenses financed by an intermediary that are treated as constructive operating cash outflows and constructive financing cash inflows when the intermediary settles the liability with the vendor. When Sunrise pays the financing intermediary, it records financing cash outflows in its Consolidated Statements of Cash Flows.


Supplier finance arrangements
Sunrise participates in supplier finance arrangements for short-term liquidity management. The principal purpose of these arrangements is to facilitate efficient payment processing of supplier invoices and, where applicable, to put suppliers in a position to receive payments from the bank before the due date of the invoice. Sunrise does not extend payment terms beyond its normal operating cycle and supplier payment policies.

Sunrise does not derecognise the original trade payables relating to supplier finance arrangements because neither a legal release was obtained nor was the original liability substantially modified on entering into the arrangement.

All supplier finance arrangements are classified as current as at 31 December 2025 and 2024:

CHF in millions
31 December 2025
31 December 2024
Carrying amount of liabilities under a supply finance arrangement
Disclosed under trade payables
101.1
71.7
Thereof suppliers have received payment from finance providers
101.1
71.7
Range of payment due dates
Liabilities that are part of the arrangement
1 - 60 Days
1 - 60 Days
Comparable trade payables that are not part of the arrangement 1
30 - 90 Days
30 - 90 Days

1 Comparable trade payables are, for example, trade payables of the entity within the same line of business or jurisdiction.


1
132









Undrawn borrowing facilities
As part of the senior facilities agreement Sunrise benefits from a multi-currency revolving credit facility with a total commitment equal to CHF 500.0 million (2024: CHF 685.8 million). Of this amount CHF 37.5 million (2024: CHF 56.4 million) is available as an ancillary facility. With the exception of CHF 14.3 million (2024: CHF 23.8 million) of borrowings under the ancillary facility (which are blocked as financial guarantees), the Sunrise Holding Revolving Facility was undrawn at each financial year end.
Credit risk
Credit risk arising from supplying telecommunications services is managed by assessing the credit quality of the customer, considering its financial position, past experience, payment history and other factors. Sunrise periodically assesses the financial reliability of its customers and their credit limits. Sunrise is exposed to the risk that the counterparties to their derivative instruments and cash holdings will default on their obligations. In this regard, credit risk associated with derivative instruments is spread across a relatively broad counterparty base of banks and financial institutions. Collateral is generally not posted by either party under the derivative instruments.

Concentrations of credit risk with respect to trade receivables and contract assets are limited due to the nature of the Sunrise business with very low customer concentration. At 31 December 2025, Sunrise exposure to counterparty credit risk included (i) derivative assets with an aggregate fair value of CHF 0.10 million (netted on counter party level), (ii) trade receivables of CHF 366.2 million and (iii) cash and cash equivalents and restricted cash of CHF 273.7 million.

Allowance for expected credit losses
The development of the allowance for expected credit losses of trade receivables for the indicated periods is set forth below:
CHF in millions
2025
2024
Allowance at 1 January
(31.9)
(30.6)
Provisions for impairment of trade receivables
(19.9)
(30.8)
Write-off of receivables
12.5
29.5
Impact from change in estimate (ECL)
(57.8)
Allowance at 31 December
(97.1)
(31.9)


The detailed ageing of Sunrise trade receivables and the related allowance for expected credit losses is set forth below:

31 December 2025
Current
(not due)
1-30 days (overdue)
31-60 days
(overdue)
61-90 days
(overdue)
91-120 days
(overdue)
121-365 days
(overdue)
Over 365 days
(overdue)
Total
Trade receivables gross
145.7
75.6
15.7
8.1
4.3
30.4
95.5
375.3
Trade receivable gross - Ageing %
38.8%
20.1%
4.2%
2.2%
1.1%
8.1%
25.4%
100.0%
Allowance for doubtful accounts
(0.7)
(0.4)
(2.9)
(2.5)
(2.5)
(15.3)
(72.8)
(97.1)
Allowance for doubtful accounts - Ageing %
0.7%
0.4%
3.0%
2.6%
2.6%
15.8%
75.0%
100.0%
Trade receivables - Provision %
0.5%
0.5%
18.5%
30.9%
58.1%
50.3%
76.2%
25.9%
Unbilled revenue
52.5
Current trade receivables, net
330.7
Non-current trade receivables gross
35.5
35.5
Non-current trade receivables gross - Ageing %
100.0%
—%
—%
—%
—%
—%
—%
100.0%
Non-current trade receivables, net
35.5

133










31 December 2024
Current
(not due)
1-30 days (overdue)
31-60 days
(overdue)
61-90 days
(overdue)
91-120 days
(overdue)
121-365 days
(overdue)
Over 365 days
(overdue)
Total
Trade receivables gross
153.8
100.9
15.7
12.7
6.2
38.2
327.5
Trade receivable gross - Ageing %
47.0%
30.8%
4.8%
3.9%
1.9%
11.7%
—%
100.0%
Trade receivables - affiliates
0.2
Allowance for doubtful accounts
(1.0)
(0.9)
(2.4)
(1.8)
(1.7)
(24.1)
(31.9)
Allowance for doubtful accounts - Ageing %
3.1%
2.8%
7.6%
5.6%
5.3%
75.6%
—%
100.0%
Trade receivables - Provision %
0.6%
0.9%
15.4%
14.2%
27.3%
63.1%
—%
(9.7)%
Unbilled revenue
57.2
Current trade receivables, net
353.0
Non-current trade receivables gross
34.3
34.3
Non-current trade receivables gross - Ageing %
100.0%
—%
—%
—%
—%
—%
—%
100.0%
Non-current trade receivables, net
34.3
Trade receivables are non-interest bearing and are generally collected within one year.
When a trade receivable is determined to be uncollectible, it is written off against the allowance account. The allowance for expected credit losses of trade receivables is included within other operating items in the Consolidated Statements of Income or Loss. Following the completion of the spin-off and the related internal alignment of credit-related policies, Sunrise has revised its approach to determining the expected loss horizon for trade receivables. Sunrise now bases this assessment primarily on prevailing practices in the Swiss market, supported by a detailed analysis of customer characteristics and historical payment behaviour. The determination of when a receivable is considered uncollectible is therefore informed by both market standards and data-driven insights into the actual payment patterns and risk profiles of the Sunrise customer base. Receivables that remain outstanding beyond the market-based and data-driven loss horizon are written off accordingly, ensuring that the company’s credit risk management reflects both local market realities and empirical evidence.
The five-year loss horizon reflects historical evidence that effective collections, including through external collection agencies, continue to occur for certain receivables for up to five years past their due date. In practice, a trade receivable is considered uncollectible and written off when it is outstanding for more than five years past due, unless there is objective evidence that recovery remains probable such as an agreed payment plan or an unresolved billing dispute.

Fair value estimation
The fair value of Sunrise's debt instruments is generally determined using the average of applicable bid and ask prices. The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where available and rely as little as possible on entity-specific estimates. If all significant inputs required to calculate the fair value of an instrument are observable, the instrument is included in level II.

For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, Sunrise determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. There were no transfers between the different hierarchy levels in 2025 and 2024.

The fair values of financial assets and financial liabilities are summarised in the following table.
Not included therein are certain financial assets and liabilities whose carrying amount corresponds to a reasonable estimation of their fair value, measured at amortised cost. These include cash and cash equivalents, trade receivables, accrued liabilities, lease liabilities and trade payables, as well as other receivables and liabilities whose carrying amount corresponds to a reasonable estimation of their fair value.

134









31 December
2025
2024
Fair value level
Carrying Amount
Fair Value
Carrying Amount
Fair Value
Current assets carried at FVTPL:
Derivative financial instruments
II
140.9
140.9
162.5
162.5
Non-current assets carried at FVTPL:
Derivative financial instruments
II
9.6
9.6
5.1
5.1
Total
150.5
150.5
167.6
167.6
Current liabilities carried at FVTPL:
Derivative financial instruments
II
73.1
73.1
179.3
179.3
Non-current liabilities carried at FVTPL:
Derivative financial instruments
II
648.0
648.0
421.1
421.1
Non-current liabilities carried at amortised cost:
Third-party debt
I
3,950.0
3,982.3
4,326.8
4,085.8
Total
4,671.1
4,703.4
4,927.2
4,686.2

The financial liabilities presented in the Statements of Financial Position comprise the Group’s borrowings and accrued interest (Note 23) and derivative financial instruments (Note 24). The carrying amounts of these financial liabilities reconcile to the amounts disclosed in Notes 23 and 24.

31 December
2025
2024
CHF in millions
Current
Non-Current
Total
Current
Non-Current
Total
Financial Liabilities
Third-party debt incl. vendor financing (Note 23)
387.2
3,950.0
4,337.2
350.0
4,326.8
4,676.8
Accrued interest on third-party debt
98.5
98.5
57.4
57.4
Derivative financial instruments
73.1
648.0
721.1
179.3
421.1
600.4
Total financial liabilities
558.8
4,598.0
5,156.8
586.7
4,747.9
5,334.6

Reconciliation of movements in liabilities to cash flows from financing activities

135









CHF in millions
Debt and Accrued Interest
Derivative (Assets)/Liabilities
Lease Liabilities
Other (Assets)/ Liabilities
Total
Balance as of 1 January 2025
4,734.2
432.9
1,219.3
63.9
6,450.3
Cash flows from financing activities:
Interest paid
(198.5)
(61.3)
(1.5)
(261.3)
Borrowings of debt
1,260.8
1,260.8
Vendor financing additions
405.7
405.7
Repayments of debt and lease liabilities
(1,223.4)
(121.0)
(1,344.4)
Principal payments on operating-related vendor financing
(360.1)
(360.1)
Principal payments on capital-related vendor financing
(70.6)
(70.6)
Payment of financing costs and debt premiums
(16.6)
(2.7)
(19.3)
Net cash received related to derivative instruments
(151.3)
(151.3)
Total cash flows from financing activities
(202.7)
(151.3)
(182.3)
(4.2)
(540.5)
Losses on debt extinguishment
21.7
7.5
29.2
Realised and unrealised (gains) losses on derivative instruments, net
290.1
290.1
Interest accruals
246.9
61.3
5.1
313.3
Assets acquired under leases
173.4
173.4
Assets acquired under capital-related vendor financing arrangements, including VAT
62.1
62.1
Effect of changes in foreign exchange rates
(423.5)
(423.5)
Other changes
(3.0)
(1.2)
5.5
222.0
223.3
Balance as of 31 December 2025
4,435.7
570.5
1,277.2
294.3
6,577.7
1 The amount of CHF 222 million primarily relates to the measurement and recognition of financial liabilities arising from the ice-hockey broadcasting rights agreement entered into in 2025
136









CHF in millions
Debt and Accrued Interest
Derivative (Assets)/Liabilities
Lease Liabilities
Total
Balance as of 1 January 2024
5,537.3
607.3
1,257.6
7,402.2
Cash flows from financing activities:
Interest paid
(359.2)
(61.0)
(420.2)
Vendor financing additions
363.4
363.4
Repayments of debt and lease liabilities
(1,064.7)
(114.4)
(1,179.1)
Principal payments on operating-related vendor financing
(327.9)
(327.9)
Principal payments on capital-related vendor financing
(49.1)
(49.1)
Net cash received related to derivative instruments
52.3
52.3
Total cash flows from financing activities
(1,437.5)
52.3
(175.4)
(1,560.6)
Losses on debt extinguishment
3.9
3.9
Realised and unrealised (gains) losses on derivative instruments, net
(249.6)
(249.6)
Interest accruals
358.2
69.8
428.0
Assets acquired under leases
126.3
126.3
Assets acquired under capital-related vendor financing arrangements, including VAT
52.1
52.1
Effect of changes in foreign exchange rates
271.8
15.6
287.4
Other related party charges
(51.8)
(51.8)
Other changes
0.2
7.3
(59.0)
(51.5)
Balance as of 31 December 2024
4,734.2
432.9
1,219.3
6,386.4
    
137









CHF in millions
Debt and Accrued Interest
Derivative (Assets)/Liabilities
Lease Liabilities
Total
Balance as of 1 January 2023
5,942.1
(15.5)
1,347.9
7,274.5
Cash flows from financing activities:
Interest paid
(364.1)
(58.4)
(422.5)
Vendor financing additions
271.2
271.2
Repayments of debt and lease liabilities
(107.6)
(107.6)
Principal payments on operating-related vendor financing
(171.8)
(171.8)
Principal payments on capital-related vendor financing
(124.8)
(124.8)
Payments on financing costs and debt premiums
0.1
0.1
Net cash received related to derivative instruments
117.1
117.1
Total cash flows from financing activities
(389.4)
117.1
(166.0)
(438.3)
Realised and unrealised (gains) losses on derivative instruments, net
524.4
524.4
Interest accruals
358.7
67.9
426.6
Assets acquired under leases
56.2
56.2
Assets acquired under capital-related vendor financing arrangements, including VAT
77.6
77.6
Effect of changes in foreign exchange rates
(453.4)
(13.3)
(466.7)
Other related party charges
1.7
1.7
Other changes
0.1
(5.4)
(48.4)
(53.7)
Balance as of 31 December 2023
5,537.3
607.3
1,257.6
7,402.2


138









(25) INVESTMENTS
The details of investments accounted for using the equity method are set forth below:

December 31
CHF in millions
2025
2024
Balance at 1 January
48.4
52.5
Additions
0.6
Share of net results
5.9
1.3
Dividends
(3.3)
(3.0)
Other
(21.0)
(3.0)
Balance at 31 December
30.0
48.4
Impairment of equity-accounted investment (CH Media TV AG)
As part of its regular monitoring of equity‑accounted investments, Sunrise identified indicators of a reduced recoverable amount of its investment in CH Media TV AG. These indicators primarily related to recent market developments in the Swiss advertising and TV landscape, as well as updated expectations for the growth and cost profile of digital media services, leading to an impairment loss of CHF 20.2 million included in “Other”.
139









(26) RELATED-PARTY TRANSACTIONS

The following table provides details of transactions with associates:
31 December
CHF in millions
2025
2024
2023
Credits (charges) included in:
Revenue
0.3
0.3
0.3
Direct costs
(1.6)
(2.4)
(1.1)
Personnel expenses
Included in operating (loss)
(1.3)
(2.1)
(0.8)
Finance expense
Finance income
Included in net (loss)
(1.3)
(2.1)
(0.8)
Property and equipment transfers in, net
The following table provides details of transactions with LG related entities prior to 2025:

December 31
CHF in millions
2025
2024
2023
Credits (charges) included in:
Revenue
2.8
4.3
Direct costs
(1.3)
(1.2)
Personnel expenses
(15.9)
(18.6)
Other operating expenses
(116.9)
(118.1)
Included in operating (loss)
(131.3)
(133.6)
Finance expense
(1.5)
(1.7)
Finance income
3.0
2.1
Included in net (loss)
(129.8)
(133.2)
Property and equipment transfers in, net
11.3
23.7
Prior to the spin-off, the Sunrise business was a segment of LG such that transactions with LG were considered related-party transactions. Sunrise will remain a strategic partnership and entered into a separation and distribution agreement as well as various other agreements governing relationships with LG going forward, including technology and IT services, financial services, shared services, and a variety of transitional management services to drive operational efficiency and value maximisation. Information included in this Note with respect to LG is strictly limited to related-party transactions with Liberty Global prior to the spin-off on 8 November 2024.

As of the 2025 financial year, all transactions and balances with LG and its subsidiaries are classified as transactions with non‑related parties.

The following table provides details of Sunrise’s balances with associates:

31 December
CHF in millions
2025
2024
Current receivables (a)
0.1
Long-term note receivables
Other non-current assets
0.2
Total assets
0.3
Accounts payable
Accrued other liabilities
Non-current related party loan
Other non-current liabilities
0.1
Total liabilities
0.1
(a) These receivables are non-interest bearing, may be cash or loan settled and are included within trade receivables, net and other current assets.




140














The following table provides details of Sunrise’s balances with LG related-party entities prior to 2025:

December 31
CHF in millions
2025
2024
Current receivables (a)
1.8
Long-term note receivables
Other non-current assets
Total assets
1.8
Accounts payable
0.3
Accrued other liabilities
20.4
Non-current related party loan
Other non-current liabilities
Total liabilities
20.7

In 2024, the settlement of the long-term note receivables and the non-current related-party loan, together with other spin-off related transactions and cash-flows led to a net cash flow in the amount of CHF 112.7 million as disclosed in the Consolidated Statements of Cash Flows.


















141











(27) SUBSIDIARIES AND ASSOCIATES
The following table lists the principal legal entities which are included in the consolidated financial statements:

Company Name
Operating Purpose
Registered Office
Currency
31 December 2025 Capital and Voting Rights Share in %
31 December 2024 Capital and Voting Rights Share in %
CH Media TV AG 1
Media
Switzerland
CHF
20.00
20.00
ello communications S.A.
Telecommunications
Switzerland
CHF
60.00
60.00
ITV Betriebsgesellschaft GmbH 1
Telecommunications
Switzerland
CHF
50.00
50.00
Naxoo S.A 1
Telecommunications
Switzerland
CHF
48.80
48.80
REGIONALE GEMEINSCHAFTS-ANTENNEN-ANLAGE SPIEZ AG REGAS 1
Telecommunications
Switzerland
CHF
30.00
30.00
Sitel S.A.
Telecommunications
Switzerland
CHF
66.70
66.70
Sunrise Financing Partnership
Holding
United States
CHF
100.00
100.00
Sunrise FinCo I B.V.
Holding
Netherlands
CHF
100.00
100.00
Sunrise FinCo II B.V.
Holding
Netherlands
CHF
100.00
100.00
Sunrise GmbH
Telecommunications
Switzerland
CHF
100.00
100.00
Sunrise HoldCo I B.V.
Holding
Netherlands
CHF
100.00
100.00
Sunrise HoldCo II B.V.
Holding
Netherlands
CHF
100.00
100.00
Sunrise HoldCo III B.V.
Holding
Netherlands
CHF
100.00
100.00
Sunrise HoldCo IV B.V.2
Holding
Netherlands
CHF
100.00
100.00
Sunrise HoldCo V B.V.
Holding
Netherlands
CHF
100.00
100.00
Sunrise HoldCo VI B.V.3
Holding
Netherlands
CHF
100.00
100.00
Sunrise Portugal S.A.
Telecommunications
Portugal
CHF
100.00
100.00
Swiss Open Fiber AG
Telecommunications
Switzerland
CHF
100.00
100.00
Swiss-Ski Store GmbH 1
Other
Switzerland
CHF
50.00
50.00
TELDAS GmbH 1
Telecommunications
Switzerland
CHF
23.00
23.00
Télédistal S.A.4
Telecommunications
Switzerland
CHF
38.90
38.90
Télévaux S.A.
Telecommunications
Switzerland
CHF
80.00
80.00
UPCB Finance VII Limited 5
Holding
Cayman Islands
CHF
1 Investment is accounted for using the equity method.    
2 In 2023, Sunrise HoldCo IV B.V. was directly held by Sunrise HoldCo V B.V. (former Liberty Global Europe Financing B.V.). All other entities were indirect subsidiaries of Sunrise HoldCo V B.V. (former Liberty Global Europe Financing B.V).
3 Since 2024, following the spin-off, Sunrise HoldCo VI B.V. is directly held. All other entities are indirect subsidiaries of Sunrise Communications AG.
4 Télédistal S.A. is controlled by Sitel S.A. (58.3%) and Sitel S.A. is controlled by Sunrise GmbH (66.7%).
5 As of 31 December 2024, no shares are held, but the entity is controlled by Sunrise.
1
2
3
4
5
142










(28) EVENTS AFTER THE BALANCE-SHEET DATE
Subsequent event – non‑adjusting: After 31 December 2025, Sunrise announced a restructuring programme. As the affected employees were informed in February 2026, no provision was recognised at year‑end. The estimated restructuring provision to be recognised in 2026 is approximately CHF 26 million.

































143









Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Sunrise Communications AG


Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated statements of financial position of Sunrise Communications AG and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income or loss, comprehensive income or loss, changes in equity, and cash flows for each of the years in the three‑year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2025, in conformity with International Financial Reporting Standards (IFRS) Accounting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

144









Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Sufficiency of audit evidence over residential customers and business customers & wholesale revenues
As discussed in Note 6 to the consolidated financial statements, the Company recorded CHF 2,107.2 million and CHF 859.0 million of revenues in the residential customers and business customers & wholesale segments, respectively, for the year ended December 31, 2025. The processing and recording of residential and business customers & wholesale revenues are reliant upon multiple information technology (IT) systems.

We identified the evaluation of the sufficiency of audit evidence over certain revenues within the residential customers and business customers & wholesale segments as a critical audit matter. Subjective auditor judgment was required in evaluating the sufficiency of audit evidence over these revenues due to the large volume of data and the number and complexity of the revenue accounting systems. Specialized skills and knowledge were needed to test the IT systems used for the processing and recording of these revenues within the residential customers and business customers & wholesale segments.

The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over the processing and recording of certain revenues within the residential customers and business customers & wholesale segments, including the IT systems tested. We evaluated the design and tested the operating effectiveness of certain internal controls related to the processing and recording of revenues. This included manual and automated controls over the IT systems used for the processing and recording of certain revenues within the residential customers and business customers & wholesale segments. For a sample of transactions, we compared the amount of revenue recorded to a combination of Company internal data, executed contracts, and other relevant third-party data. In addition, we involved IT professionals with specialized skills and knowledge who assisted in the design and performance of procedures related to certain IT systems used by the Company for the processing and recording of certain revenues within the residential customers and business customers & wholesale segments. We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of such evidence.

/s/ KPMG AG
We have served as the Company’s auditor since 2007.
Zurich, Switzerland
February 17, 2026
145









Item 19. Exhibits

a. Annual Report

The following pages from our Annual Report 2025 (see exhibit 15.1) are incorporated by reference into this Annual Report on Form 20-F.

Page(s) in Annual Report
Operational & Financial Review
Introduction —History
14
Introduction
14
Strategy
15
Consumer Main Brand
17-21
Consumer Flanker Brands
22
Business Customers
23-26
Network
27-28
Regulatory environment
29-30
Financial Review—Comparability of future results
33
Financial Review—Factors affecting Sunrise performance
33-35
Financial Review—Summary financial information and operating data
33-40
Financial Review—Results of operations
41-60
Liquidity and capital resources
61-64
Quantitative and qualitative disclosures about market risk
65
Corporate Governance
Group Structure and Shareholders
146-148
Board of Directors—Members of the Board of Directors
153-157
Board of Directors—Rules in the Articles regarding the number of permitted mandates outside the Company
158
Members of the board—Elections and terms of office
158
Board of Directors—Internal Organizational Structure
159
Board of Directors—Committees
160-161
Board of Directors—Working methods of the Board
163-164
Board of Directors—Basic principles regarding the definition of the areas of responsibility between the Board and the Executive Committee
165-166
Board of Directors—Information and control instruments vis-à-vis the Executive Committee
166-167
Executive Committee
168-174
Compensation, Shareholdings and Loans
174
Compensation, Shareholdings and Loans—Disclosure of rules in the Articles regarding compensation of the Board and of the Executive Committee
174
Executive Committee—Other activities and vested interests
174

146









b. Exhibits



Incorporated by Reference
Exhibit
Description
Schedule/Form
File Number
Section/ Exhibit
File Date
1.1
6-K
001-42394
99.2
November 8, 2024
1.2
20-F
001-42394
1.2
February 28, 2025
2.1*
4.1
F-4
333-281772
4.5
August 26, 2024
4.2
F-4
333-281772
4.6
August 26, 2024
4.3
F-4
333-281772
4.11
August 26, 2024
4.4*
4.5*
4.6*
147









4.7*
4.8*
4.9
F-4
333-281772
10.1
September 18, 2024
4.10
F-4
333-281772
10.2
September 18, 2024
4.11
20-F
001-42394
4.11
February 28, 2025
4.12
F-4
333-281772
10.4
August 26, 2024
4.13
F-4
333-281772
10.5
August 26, 2024
4.14
F-4
333-281772
10.6
August 26, 2024
4.15
F-4
333-281772
10.7
August 26, 2024
4.16
F-4
333-281772
10.8
August 26, 2024
4.17
F-4
333-281772
10.9
August 26, 2024
4.18
F-4
333-281772
10.10
August 26, 2024
8.1*




11.1*
12.1*
12.2*
13.1**
13.2**
148









15.1*
Filed together with this Annual Report on Form 20-F. Certain of the information included within Exhibit 15.1, which is provided pursuant to Rule 12b-23(a)(3) of the Securities Exchange Act of 1934, as amended, is incorporated by reference in this Annual Report on Form 20-F, as specified elsewhere in this Annual Report on Form 20-F. With the exception of the items and pages so specified, Exhibit 15.1 is not deemed to be filed as part of this Annual Report on Form 20-F.
15.2*




97.1*




101.INS*
Inline XBRL Instance Document
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*filed herewith
** Furnished herewith.
† Certain portions of this exhibit (indicated by asterisks) have been redacted because they are both not material and are the type that the Registrant treats as private or confidential.

# Indicates a management contract or any compensatory plan, contract or arrangement.

149









Signatures

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

SUNRISE COMMUNICATIONS AG
 
 
By:
/s/ André Krause
 
Name:
André Krause
Title:
Chief Executive Officer
By:
/s/ Jany Fruytier
 
Name:
Jany Fruytier
Title:
Chief Financial Officer

Date:February 18, 2026
150
Exhibit 2.1
DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT
Sunrise Communications AG (“Sunrise” or the “Company”) had the following securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”):
Class A common shares, nominal value CHF 0.1 per share (Namenaktien)
(the “Sunrise Class A Common Shares”)
This exhibit contains a description of the rights of the holders of Sunrise Class A Common Shares. The following summary of the rights of the holders of Sunrise Class A Common Shares is subject to and qualified in its entirety by the Company’s articles of association (the “Articles”) and by applicable Swiss law. This is not a summary of all the significant provisions of the Articles or of Swiss law and does not purport to be complete. Capitalized terms used but not defined herein have the meanings given to them in the Company’s Annual Report on Form 20-F to which this description of securities registered under section 12 of the Exchange Act is an exhibit.
Item 9. General
Item 9.A.3 Pre-Emptive and Advance Subscription Rights
Pursuant to the Swiss Code of Obligations, existing Sunrise shareholders have pre-emptive rights (Bezugsrechte) to subscribe for newly issued shares in proportion to the respective nominal values of their holdings. With respect to conditional capital, Sunrise shareholders have advance subscription rights (Vorwegzeichnungsrechte) for the subscription of equity-linked financial instruments. Pre-emptive rights and advance subscription rights can be excluded or restricted for important reasons (aus wichtigem Grund). In the case of Sunrise, shareholders can exclude or restrict pre-emptive or advance subscription rights, or authorize the Sunrise Board to do so, with the approval of (A) two-thirds of the votes represented, voting together as a single class, and (B) a majority of the share capital represented ((A) and (B) together, a “Supermajority Vote”) and a majority of the class B shares with privileged voting rights of Sunrise with nominal value of CHF 0.01 per share (the “Sunrise Class B Shares”) represented, voting separately as a class (a “Class B Vote”). In a capital increase within the Capital Range (as defined herein) or from conditional capital, the Sunrise Board is authorized under the Articles to withdraw or limit the pre-emptive rights or advance subscription rights of Sunrise shareholders under certain circumstances and to allocate them to third parties or to Sunrise.

Item 9.A.5 Type and class of securities
Registration and Listing
The Sunrise Class A Common Shares are listed on the SIX Swiss Exchange AG (the “SIX”) and are registered under section 12(g) of the Exchange Act and have a nominal value of CHF 0.1 per share. All Sunrise Class A Common Shares are issued in registered form.

Transfers
All Sunrise Class A Common Shares are credited in a securities account with a bank or broker as intermediated securities (Bucheffekten) within the meaning of the Swiss Federal Act on Intermediated Securities of 2008, as amended. Sunrise Class A Common Shares held as intermediated securities may only be transferred by book entry, cannot be transferred or collateralized by way of assignment, and the transfer or perfection of security over such Sunrise Class A Common Shares requires action by the custodian. Sunrise Class A Common Shares held in uncertificated form (einfache Wertrechte) and not as intermediated securities may only be transferred by way of assignment.

Item 9.A.6 Limitations or qualifications



Not applicable.

Item 9.A.7 Other rights
Not applicable.

Item 10.B Memorandum and articles of association

Item 10.B.3 Shareholder rights
Dividends and Other Distributions
Under the Swiss Code of Obligations (Obligationenrecht), Sunrise may not declare or pay dividends unless it has sufficient distributable profits from the previous or current fiscal year (Gewinnvortrag or Bilanzgewinn) or distributable capital reserves (ausschüttungsfähige Kapitalreserven), each as evidenced by audited standalone statutory annual or interim financial statements prepared in accordance with the Swiss Code of Obligations, and after allocations to reserves required by the Swiss Code of Obligations and the Articles have been deducted. Under the Swiss Code of Obligations at least 5% of Sunrise’s annual profit must be retained as statutory profit reserve (gesetzliche Gewinnreserve). If there is a loss carried forward, such loss must be eliminated before allocation to the statutory profit reserve. The statutory profit reserve will be accumulated until it reaches, together with the statutory capital reserve (gesetzliche Kapitalreserve), 50% of Sunrise’s share capital recorded in the commercial register of the Canton of Zurich, Switzerland (the “Commercial Register”).
Under the Swiss Code of Obligations, Sunrise may not declare or pay dividends or other distributions without a prior resolution of its shareholders passed by a majority of the Sunrise Class A Common Shares and the Sunrise Class B Shares (collectively “Sunrise Shares”) represented, voting together as a single class (a “Simple Majority”). If a dividend or other distribution is proposed by the Sunrise Board, Sunrise’s auditors will need to confirm that the proposal complies with Swiss law and the Articles.
In addition, a Class B Vote will be required to effect:
•    distributions of Sunrise Shares, except where holders of each class of Sunrise Shares receive the identical class of Sunrise Shares they hold, on an equal per share basis; and
•    distributions of securities of another entity or Sunrise’s securities other than Sunrise Shares, except where (i) holders of each class of Sunrise Shares receive the same class of securities, on an equal per share basis, or (ii) holders of Sunrise Class B Shares receive securities with a higher voting entitlement and holders of Sunrise Shares receive securities with a lower voting entitlement.
The date on which dividends and other distributions are due and payable will be determined by the Sunrise Board. Dividends can also be paid in several installments.
A repayment of share capital is only permitted if an ordinary capital reduction or a capital reduction within the Capital Range is carried out first (see “Item 10.B.10 Changes in capital Sunrise’s Capital Range below). Such capital reductions are subject to several conditions, including (i) publication of a call to creditors, (ii) in the case of an ordinary capital reduction, a shareholder resolution passed by a Simple Majority and (iii) a special audit report that the claims of Sunrise’s creditors will be fully covered by Sunrise’s assets despite the capital reduction.
Voting Rights
Generally



Holders of Sunrise Class A Common Shares and Sunrise Class B Shares will vote together as a single class on all matters submitted to a vote of the Sunrise shareholders, except for the matters subject to a separate Class B Vote. Holders of Sunrise Class A Common Shares and Sunrise Class B Shares will be entitled to one vote per share. Because the nominal value of one Sunrise Class B Share is one-tenth the nominal value of one Sunrise Class A Common Share, each Sunrise Class B Share effectively has 10 times the voting power of a Sunrise Class A Common Share. The right to vote and the other rights of share ownership may only be exercised by shareholders (including any nominees) or usufructuaries who are entered in the Sunrise share register at the cut-off date for the matters being voted on, as determined by the Sunrise Board. Those entitled to vote at the general meeting of shareholders may be represented by the independent voting rights representative (who is elected annually by the general meeting of shareholders) or by means of a written proxy.
Under the Articles, the Sunrise Board may register nominees in Sunrise’s share register with whom Sunrise has entered a corresponding agreement with voting rights up to 3% of the share capital registered in the Commercial Register; above this limit, the Sunrise Board may register nominees with voting rights if they disclose the beneficial owners for whose account they hold 0.5% or more of the share capital registered in the Commercial Register.

Quorum
Swiss law and the Articles do not provide attendance quorum requirements generally applicable to general meetings of shareholders.

Election and Removal of Directors
The Articles provide that the Sunrise Board will consist of no fewer than three directors and no greater than nine directors, with each class of Sunrise Shares being entitled to elect one representative to the Sunrise Board. Sunrise Directors may only be elected at a shareholders’ meeting and are elected by a Simple Majority.
Swiss law does not permit classified or staggered boards. The Sunrise Directors and the chairperson are elected annually by the general meeting of shareholders and are eligible for re-election for a term of office until completion of the subsequent annual general meeting of shareholders. Each Sunrise Director must be elected individually. Any Sunrise shareholders whose combined shareholdings represent 0.5% of Sunrise’s voting rights or share capital wishing to propose for election as a director someone who is not an existing director or is not proposed by the Sunrise Board must, in accordance with the Articles, give notice of their intention to propose such person for election before a general meeting of shareholders so that it is received by Sunrise at least 60 days before the meeting.
A Sunrise Director may be removed with or without cause by Sunrise’s shareholders by a resolution passed by a Simple Majority at a duly convened meeting of shareholders at which such resolution is included on the agenda.

Supermajority Shareholder Voting Provisions
Unless otherwise specified by the Articles or required by Swiss law, at any general meeting duly called and held, a resolution must be approved by a Simple Majority.
Under the Articles, the following matters require shareholder approval by a Supermajority Vote:
•    amending Sunrise’s corporate purpose;
•    consolidating shares;
•    effecting capital increases other than for cash;



•    limiting or withdrawing Sunrise shareholders’ pre-emptive rights;
•    adopting conditional capital;
•    introducing a capital range (Kapitalband);
•    including restrictions on the transferability of registered shares;
•    introducing shares with privileged voting rights;
•    redenominating Sunrise’s share capital;
•    introducing a casting vote of the chair at the general meeting of shareholders;
•    including a provision in the Articles to permit Sunrise to hold general meetings outside Switzerland;
•    delisting of Sunrise’s equity securities from SIX;
•    changing Sunrise’s place of incorporation;
•    including an arbitration clause in the Articles;
•    approval of mergers, demergers and conversions pursuant to Switzerland’s Federal Act on Mergers, Demergers, Transformations and the Transfer of Assets of 2003, as amended (the “Swiss Merger Act”); and
•    dissolving Sunrise.
Under the Articles, the following matters require approval by a Class B Vote in addition to a Simple Majority or Supermajority Vote (as applicable):
•    variation of voting or economic rights attaching to the Sunrise Shares;
•    consolidating or sub-dividing Sunrise Shares by any ratio that is not the same as for the Sunrise Class A Common Shares and the Sunrise Class B Shares;
•    ordinary capital increases or decreases;
•    adopting or varying conditional capital;
•    introducing or varying a capital range (Kapitalband);
•    including or canceling restrictions on the transferability of registered shares;
•    issuing shares with privileged voting rights, except where shares without privileged voting rights are issued in the same proportion;
•    distributions of Sunrise Shares, except where holders of each class of Sunrise Shares receive the identical class of Sunrise Shares they hold, on an equal per share basis;
•    distributions of securities of another entity or Sunrise’s securities other than Sunrise Shares, except where (i) holders of each class of Sunrise Shares receive the same class of securities, on an equal per share basis, or (ii) holders of Sunrise Class B Shares receive securities with a higher voting entitlement and holders of Sunrise Class A Common Shares receive securities with a lower voting entitlement;
•    the delisting of the Sunrise Class B Shares;
•    approval of mergers, demergers and conversions pursuant to the Swiss Merger Act;
•    the disposal of all, or substantially all, of the assets of Sunrise;
•    the dissolution of Sunrise; and
•    the amendment or repeal of the following “special” provisions in the Articles (i) the right of holders of Sunrise Class B Shares to exchange Sunrise Class B Shares for Sunrise Class A Common Shares,



(ii) rules governing the registration of shareholders in the share register, (iii) the opting-up clause (see “Item 10.B.7—Mandatory Bid Rules” below), (iv) the majority requirements for shareholder resolutions in the Articles as described above, (v) the minimum and maximum size of the Sunrise Board, (vi) indemnities granted to Sunrise Directors and the Executive Committee, and (vii) the forum selection clause.  
Appraisal Rights
The Swiss Merger Act provides that if equity rights have not been adequately preserved or compensation payments in a merger, demerger or conversion are unreasonable, a shareholder may file an appraisal action against the surviving company petitioning the court to determine a reasonable amount of compensation and award to all shareholders in the same situation additional compensation to ensure that these shareholders receive the fair value of their shares.
Exchange
Holders of Sunrise Class B Shares may exchange their Sunrise Class B Shares for Sunrise Class A Common Shares at a ratio of 10 Sunrise Class B Shares to one Sunrise Class A Common Share. No fewer than 10 Sunrise Class B Shares may be exchanged for Sunrise Class A Common Shares at a time.

Access to Books and Records and Dissemination of Information
Under the Swiss Code of Obligations, Sunrise shareholders have a right to inspect Sunrise’s share register with respect to their own shares. No other person has a right to inspect the share register of Sunrise. Shareholders holding in the aggregate at least 5% of Sunrise’s share capital or voting rights have the right to inspect Sunrise’s books and correspondence, subject to certain restrictions. The Sunrise Board is required to decide on an inspection request within four months after receipt of such request. Denial of the request must be justified in writing. If an inspection request is denied by the Sunrise Board, the requesting shareholder may petition the competent court with jurisdiction over the registered office of Sunrise for an inspection order within thirty days of the denial.
Sunrise’s annual report, the compensation report, the auditor’s reports as well as the report on non-financial matters required by article 964c of the Swiss Code of Obligations must be published or otherwise made accessible to the Sunrise shareholders no later than 20 days prior to the annual general meeting of shareholders.
If a shareholder has exercised its information or inspection rights, such shareholder may propose to the general meeting of shareholders that specific facts be examined by a special examiner in a special investigation. If the general meeting of shareholders approves the proposal, Sunrise or any shareholder may, within 30 calendar days after the general meeting of shareholders, petition the competent court with jurisdiction over the registered office of Sunrise to appoint a special examiner. If the general meeting of shareholders rejects the request, shareholders representing at least 5% of Sunrise’s share capital or voting rights may request that the court appoints a special examiner. The court will issue such an order if the petitioners can demonstrate that Sunrise Directors or the members of the Executive Committee acted against the law or in contravention of the Articles and that such violation is capable of causing damage to Sunrise or the Sunrise shareholders. The costs of the investigation would normally be allocated to Sunrise and only in exceptional cases to the petitioners.

Rights to share in any surplus in the event of liquidation
If Sunrise is liquidated, any surplus remaining after payment of its debts, liquidation expenses and all of its remaining obligations will be distributed among holders of Sunrise Class A Common Shares and Sunrise Class B Shares in proportion to the paid-in nominal value of their Sunrise Shares.



Item 10.B.4 Changes to shareholder rights
Variation of Class Rights
With the approval of a Simple Majority and a Class B Vote, Sunrise may vary certain voting or economic rights attaching to either class of its shares, except that Sunrise may not by any corporate or shareholder action revoke those rights attaching to its shares which are irrevocable under Swiss law. Under Swiss law, certain rights, such as the dividend and liquidation rights of the Sunrise Shares, as well as the right to one vote for each Sunrise Share, are statutory in nature and cannot be revoked by the terms of the Articles, a resolution of its shareholders of any class or by any other corporate action. These rights may only be varied for the benefit of the holders of Sunrise Shares, for instance to increase their dividend, liquidation or voting rights, with approval of a Simple Majority and a Class B Vote. See also “Item 10B.3—Shareholder Rights—Voting Rights” above.

Item 10.B.6 Limitations
Swiss law and the Articles do not impose any specific limitations on owners of Sunrise Class A Common Shares who do not reside in Switzerland to hold or vote their shares in Sunrise.

Item 10.B.7 Change in control
Under Swiss law, an acquiring party is generally able to ensure it acquires all of the issued and outstanding shares of a Swiss company in the following ways:
through the direct acquisition of the shares, followed by a “cash-out” or “squeeze-out” merger in accordance with the Swiss Merger Act, which requires the approval of holders of at least 90% of the issued shares and, under the Articles, a Class B Vote. In these circumstances, minority shareholders of the company being acquired may be compensated in a form other than through shares of the acquiring company (for instance, through cash or securities of the parent company of the acquiror or of another company); or
through a statutory merger in accordance with the Swiss Merger Act, which, under the Articles, will require approval by a Supermajority Vote and a Class B Vote.

If a merger, demerger or conversion under the Swiss Merger Act receives all of the requisite shareholder approvals, including a Supermajority Vote and a Class B Vote, all Sunrise shareholders will be compelled to participate in such a transaction.
In addition, under Swiss law and the Articles, the sale of all, or substantially all, of Sunrise’s assets requires, in certain circumstances, shareholder approval by a Supermajority Vote and a Class B Vote.

Item 10.B.8 Disclosure of shareholdings
Sunrise’s constitutional documents do not contain any provisions governing the ownership threshold above which shareholder ownership must be disclosed.

Item 10.B.10 Changes in capital
Sunrise’s Capital Range
The Articles specify Sunrise’s minimum and maximum share capital of between CHF 6,512,169.02 and CHF 7,959,317.70 (the “Capital Range”). The Sunrise Board has the authority to issue or cancel Sunrise Shares



within the Capital Range, if certain conditions are met, until the earlier of (i) November 8, 2029 or (ii) other expiry of the Capital Range, following which the authority will need to be renewed by the Sunrise shareholders. For capital increases within the Capital Range, the Sunrise Board will determine the time and terms of the share issuance. For capital reductions within the Capital Range, the Sunrise Board will determine the use of the amount of capital reduced.
Sunrise’s Conditional Capital
Conditional Capital for Employee Participation
The Articles provide that Sunrise’s share capital may be increased in an amount not to exceed CHF 723,574.30 through the issuance of up to 7,235,743 fully paid-in Sunrise Class A Common Shares or up to 72,357,430 fully paid-in Sunrise Class B Shares based on (i) the exercise or mandatory exercise of rights to acquire such shares or (ii) obligations to acquire such shares granted to or entered into with Sunrise Directors or the Executive Committee, employees, contractors or consultants of Sunrise or its group companies, or other persons providing services to Sunrise or its group companies, in each case, through one or more equity incentive plans created by the Sunrise Board. Advance subscription rights of the Sunrise shareholders are excluded from issuances under Sunrise’s conditional capital for employee participation.
Conditional Share Capital Based on the Capital Range
The Articles provide that Sunrise’s nominal share capital may be increased within the Capital Range through the issuance of up to 7,235,743 fully paid-in Sunrise Class A Common Shares based on (i) the exercise or mandatory exercise of conversion, exchange, option, subscription or other rights to acquire Sunrise Class A Common Shares, or (ii) obligations to acquire Sunrise Class A Common Shares granted to or entered into with Sunrise shareholders or third parties, either alone or in connection with bonds, notes, options, warrants or other securities or contractual obligations of Sunrise or any of its subsidiaries (collectively “Financial Instruments”). Existing Sunrise shareholders have advance subscription rights with respect to Financial Instruments. The main conditions of the Financial Instruments are to be determined by the Sunrise Board, which is authorized to exclude or restrict Sunrise shareholders’ advance subscription rights in certain circumstances and subject to certain conditions.


152197039_18 SENIOR SECURED CREDIT FACILITY AGREEMENT Dated 16 January 2004 as amended and/or amended and restated from time to time, including most recently on the 2025 Amendment Effective Date for SUNRISE HOLDCO III B.V. as Borrower with THE BANK OF NOVA SCOTIA acting as Facility Agent Exhibit 4.4 TABLE OF CONTENTS Page ii 152197039_18 1.  DEFINITIONS AND INTERPRETATIONS .................................................... 1  2.  THE FACILITIES ........................................................................................... 94  3.  PURPOSE ...................................................................................................... 104  4.  CONDITIONS PRECEDENT ....................................................................... 104  5.  UTILISATIONS ............................................................................................ 106  6.  DOCUMENTARY CREDITS ....................................................................... 108  7.  ANCILLARY FACILITIES .......................................................................... 115  8.  OPTIONAL CURRENCIES .......................................................................... 122  9.  REPAYMENT ............................................................................................... 122  10.  CANCELLATION AND PREPAYMENT ................................................... 124  11.  RATE SWITCH ............................................................................................. 136  12.  INTEREST ..................................................................................................... 136  14.  PAYMENTS .................................................................................................. 153  15.  TAX GROSS-UP AND INDEMNITIES....................................................... 156  16.  MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES ...... 163  17.  INCREASED COSTS .................................................................................... 167  18.  ILLEGALITY AND MITIGATION ............................................................. 171  19.  GUARANTEE ............................................................................................... 172  20.  REPRESENTATIONS AND WARRANTIES .............................................. 176  21.  UNDERTAKINGS ........................................................................................ 181  22.  FINANCIAL COVENANT ........................................................................... 225  23.  DEFAULT ..................................................................................................... 233  24.  FACILITY AGENT, SECURITY AGENT, LENDERS AND L/C BANKS243  25.  FEES .............................................................................................................. 249  26.  EXPENSES .................................................................................................... 251  27.  INDEMNITIES .............................................................................................. 251  28.  EVIDENCE AND CALCULATIONS .......................................................... 253  29.  AMENDMENTS AND WAIVERS .............................................................. 253  30.  CHANGES TO THE PARTIES .................................................................... 262  31.  DISCLOSURE OF INFORMATION ............................................................ 273  32.   CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK QUOTATIONS .............................................................................................. 275  33.  SET-OFF ........................................................................................................ 276  34.  PRO RATA SHARING ................................................................................. 277  35.  SEVERABILITY ........................................................................................... 280  TABLE OF CONTENTS Page iii 152197039_18 36.  COUNTERPARTS ........................................................................................ 280  37.  NOTICES ....................................................................................................... 280  38.  LANGUAGE ................................................................................................. 283  39.  JURISDICTION ............................................................................................ 283  40.  WAIVER OF IMMUNITY............................................................................ 285  41.  WAIVER OF TRIAL BY JURY ................................................................... 285  42.  GOVERNING LAW ...................................................................................... 285  SCHEDULE 1 ORIGINAL PARTIES ................................................................................ 286  Part 1: 2025 Amendment Effective Date Guarantors ................................................ 286  Part 2: [Reserved] ...................................................................................................... 287  Part 3: Revolving Facility Lenders (as at the 2025 Amendment Effective Date) ..... 288  SCHEDULE 2 CONDITIONS PRECEDENT DOCUMENTS........................................... 289  Part 1: To be Delivered before the First Advance ..................................................... 289  Part 2: To be Delivered by an Additional Obligor ..................................................... 290  SCHEDULE 3 FORM OF REQUEST AND CANCELLATION NOTICE ....................... 293  Part 1: Form of Request (Advances) .......................................................................... 293  Part 2: Form of Cancellation and/or Prepayment Notice ........................................... 295  Part 3: Form Of Request (Documentary Credits) ...................................................... 296  SCHEDULE 4 FORMS OF ACCESSION DOCUMENTS ................................................ 298  Part 1: Novation Certificate ....................................................................................... 298  Part 2: Transfer Agreement ........................................................................................ 300  Part 3: Obligor Accession Agreement ....................................................................... 307  Part 4: Additional Facility Accession Agreement ..................................................... 308  SCHEDULE 5 SECURITY DOCUMENTS ....................................................................... 311  SCHEDULE 6 FORM OF L/C BANK ACCESSION CERTIFICATE .............................. 314  SCHEDULE 7 FORM OF DOCUMENTARY CREDIT .................................................... 315  SCHEDULE 8 FORM OF INCREASE CONFIRMATION ............................................... 319  SCHEDULE 9 FORM OF DESIGNATED ENTITY ACCESSION AGREEMENT ......... 321  SCHEDULE 10 TIMETABLE ............................................................................................ 322  SCHEDULE 11 AGREED SECURITY PRINCIPLES ....................................................... 324  SCHEDULE 12 FORM OF RATE SWITCH NOTICE ...................................................... 331  SCHEDULE 13 REFERENCE RATE TERMS .................................................................. 332  Part 1: Compounded Rate Advances – Swiss Francs ................................................ 332  Part 2: Compounded Rate Advances - Sterling ......................................................... 335  TABLE OF CONTENTS Page iv 152197039_18 Part 3: Term Rate Advances – US Dollar .................................................................. 337  Part 4: Term Rate Advances – Euro .......................................................................... 344  SCHEDULE 14 DAILY NON-CUMULATIVE COMPOUNDED RFR RATE ................ 347  SCHEDULE 15 [RESERVED] ............................................................................................ 349  SCHEDULE 16 FORM OF ESG CERTIFICATE .............................................................. 350   


 
1 152197039_18 THIS AGREEMENT originally dated 16 January 2004 as amended and/or amended and restated from time to time, including most recently on the 2025 Amendment Effective Date BETWEEN: (1) SUNRISE HOLDCO III B.V. (previously called UPC Broadband Holding B.V. and UPC Distribution Holding B.V.) (“Sunrise HoldCo III”); (2) THE COMPANIES that were identified as guarantors under this Agreement as at the Signing Date (the “Original Guarantors”); (3) CERTAIN FINANCE INSTITUTIONS as Lenders as defined herein; (4) THE BANK OF NOVA SCOTIA as facility agent (in this capacity, the “Facility Agent”); and (5) THE BANK OF NOVA SCOTIA as security agent for the Finance Parties (in this capacity, the “Security Agent”). IT IS AGREED as follows: 1. DEFINITIONS AND INTERPRETATIONS 1.1 Definitions In this Agreement: “1934 Act” has the meaning given to such term in Clause 21.2 (Financial information). “2006 Amendment Effective Date” means 10 May 2006. “2016 First Amendment Effective Date” means 9 February 2016. “2016 First Amendment Effective Date Lender” means each Initial Additional Facility Lender which had Commitments outstanding as at the 2016 First Amendment Effective Date. “2016 ICA Amendment Effective Date” means the first date on which the Intercreditor Agreement is amended as contemplated under paragraph (a) of the definition of Intercreditor Agreement. “2017 First Amendment Effective Date” means the Effective Time as defined in the Deed of Amendment and Restatement dated 29 November 2017 between (among others), Sunrise HoldCo III and the Facility Agent. “2020 Amendment Effective Date” means 23 April 2020. “2021 Amendment Effective Date” means 12 April 2021. “2022 Amendment Effective Date” means the Effective Time as defined in the 2022 Supplemental Deed. 2 152197039_18 “2022 Supplemental Deed” means the supplemental deed dated 23 May 2022 between (among others) Sunrise HoldCo III and the Facility Agent. “2023 First Amendment Effective Date” means the Effective Time as defined in the 2023 First Supplemental Deed. “2023 First Supplemental Deed” means the supplemental deed dated 29 June 2023 between (among others) Sunrise HoldCo III and the Facility Agent. “2023 Second Amendment Effective Date” means the Effective Date as defined in the 2023 Second Supplemental Deed. “2023 Second Supplemental Deed” means the supplemental deed dated 22 December 2023 between (among others) Sunrise HoldCo III and the Facility Agent. “2024 Amendment Effective Date” means the Effective Date as defined in the 2024 Supplemental Deed. “2024 Supplemental Deed” means the supplemental deed dated 12 April 2024 between (among others) Sunrise HoldCo III and the Facility Agent. “2025 Amendment Effective Date” means the Effective Date as defined in the 2025 Supplemental Deed. “2025 Amendment Effective Date Guarantor” means each Guarantor listed in Part 1 of Schedule 1 (Original Parties). “2025 Supplemental Deed” means the supplemental deed dated ___________ 2025 between (among others) Sunrise HoldCo III and the Facility Agent. “80% Security Test” means the requirement that, save as otherwise provided in Clause 30.8 (Additional Obligors) and subject to the Agreed Security Principles: (a) the value of the aggregate EBITDA of: (i) the Guarantors as of the Effective Date (other than Sunrise HoldCo III, Sunrise HoldCo III Holdco, Sunrise HoldCo IV, Sunrise FinCo II and any Subsidiary of Sunrise HoldCo III that is a Holding Company of all other Subsidiaries of Sunrise HoldCo III) and their respective Subsidiaries (as calculated by reference to the annual financial statements most recently provided under Clause 21.2(a)(i) (Financial information)); and (ii) any Additional Guarantors which have become Guarantors since the Effective Date and their respective Subsidiaries (as calculated by reference to the annual financial statements most recently provided under Clause 21.2(a)(i) (Financial information) or, if no such financial statements have been provided in respect of such Additional Guarantors, as calculated by reference to the financial statements referred to in paragraph 11 of Part 2 of Schedule 2 (Conditions Precedent Documents) provided under Clause 30.8(a)(v) (Additional Obligors) in respect of each Additional Guarantor), 30 June 3 152197039_18 is equal to or greater than 80 per cent. of the Borrower Group’s consolidated EBITDA (as calculated by reference to the annual financial statements most recently provided under Clause 21.2(a)(i) (Financial Information) but, for the avoidance of doubt, deducting any corporate costs or allocations paid or payable by a member of the Borrower Group to one of its Affiliates pursuant to any general services arrangement); and (b) the Guarantors have granted Security, or procured the granting of Security: (i) prior to the Asset Security Release Date, pursuant to the documents listed in Part 2 of Schedule 2 (Condition Precedent Documents); and (ii) on or after the Asset Security Release Date, pursuant to the Security Documents over: (A) all of the shares in the Obligors held by any member of the Borrower Group or any Obligor; and (B) all of the rights of the relevant creditors in relation to Subordinated Shareholder Loans, and provided that to the extent any Guarantor or any of its Subsidiaries generates negative earnings before interest, tax, depreciation and amortisation, such Guarantor or Subsidiary shall be deemed for the purposes of calculating the 80% Security Test numerator to have zero earnings before interest, tax, depreciation and amortization, and provided further that in respect of any member of the Borrower Group that is not required to (or cannot) become a Guarantor and grant Security (or procure the granting of Security) due to the provisions of the Agreed Security Principles, the EBITDA of such member of the Borrower Group and its Subsidiaries shall be disregarded for the purposes of calculating the 80% Security Test numerator and denominator, and such requirements shall at all times be subject to any grace period under this Agreement. “Acceleration Date” means the date on which a written notice has been served under Clause 23.18 (Acceleration). “Acceptable Bank” means: (a) a bank or financial institution which has a rating for its long-term unsecured and non credit enhanced debt obligations of BBB+ or higher by Standard & Poor’s or Fitch or Baal or higher by Moody’s or a comparable rating from an internationally recognised credit rating agency; or (b) any other bank or financial institution approved by the Facility Agent (in consultation with Sunrise HoldCo III). “Acceptable Joint Venture” means a joint venture, partnership or similar arrangement formed by a member of the Borrower Group: (a) by the contribution of some or all of the assets of the Borrower Group pursuant to a Business Division Transaction to such joint venture, partnership or similar arrangement with one or more persons; and/or 4 152197039_18 (b) for the purposes of network and/or infrastructure sharing with one or more Joint Ventures. “Accounting Period” in relation to any person means any period of approximately three months or one year, as the context requires, for which accounts of such person are required to be delivered pursuant to this Agreement. “Acquisition” means the acquisition, whether by one or a series of transactions, (including, without limitation, by purchase, subscription or otherwise) of all or any part of the share capital or equivalent of any person (including, without limitation, any partnership or joint venture) or any asset or assets of any person (including, without limitation, any partnership or joint venture) constituting a business or separate line of business of that person. “Act” means the Companies Act 2006 (as amended). “Additional Borrower” means a member of the Borrower Group (including, without limitation, any Permitted Affiliate Parent) which becomes an Additional Borrower in accordance with Clause 30.8 (Additional Obligors). “Additional Business Day” means any day specified as such in the applicable Reference Rate Terms. “Additional Currency” means Swiss Francs and any other currency that is the lawful currency for the time being of a country in which a member of the Borrower Group is incorporated and/or carries out its Business. “Additional Facilities Cap” has the meaning given to such term in Clause 2.4(g) (Additional Facilities). “Additional Facility” has the meaning given to such term in Clause 2.4(d) (Additional Facilities) and “Additional Facilities” means all or any such Additional Facilities. “Additional Facility Accession Agreement” means a deed in the form of Part 4 of Schedule 4 (Forms of Accession Documents), with such amendments as may be agreed between Sunrise HoldCo III and the relevant Lender or Lenders under the proposed Additional Facility. “Additional Facility AQ” means the Euro denominated term loan facility made available under the Additional Facility AQ Accession Agreement. “Additional Facility AQ Accession Agreement” means the Additional Facility Accession Agreement dated 21 June 2017 between, among others, Sunrise Financing as borrower and UPCB Finance VII Limited as lender. “Additional Facility AT” means the US Dollar denominated term loan facility made available under the Additional Facility AT Accession Agreement. “Additional Facility AT Accession Agreement” means the Additional Facility Accession Agreement dated 31 January 2020 between, among others, Sunrise Financing as borrower and the Additional Facility AT Lenders (as defined therein).


 
5 152197039_18 “Additional Facility AU” means the Euro denominated term loan facility made available under the Additional Facility AU Accession Agreement. “Additional Facility AU Accession Agreement” means the Additional Facility Accession Agreement dated 31 January 2020 between, among others, Sunrise HoldCo III as borrower and the Additional Facility AU Lenders (as defined therein). “Additional Facility Availability Period” means, in relation to an Additional Facility, the availability period specified in the Additional Facility Accession Agreement for that Additional Facility. “Additional Facility AY” means the Euro denominated term loan facility made available under the Additional Facility AY Accession Agreement. “Additional Facility AY Accession Agreement” means the Additional Facility Accession Agreement dated 20 April 2021 between, among others, Sunrise HoldCo III as the borrower and the Additional Facility AY Lenders (as defined therein). “Additional Facility AZ” means the US Dollar denominated term loan facility made available under the Additional Facility AZ Accession Agreement. “Additional Facility AZ Accession Agreement” means the Additional Facility Accession Agreement dated 21 April 2021 between, among others, Sunrise Financing as borrower and Sunrise FinCo I B.V. as lender. “Additional Facility Commitment” means in relation to: (a) an Initial Additional Facility Lender, the amount in Euros, US Dollars or the relevant Additional Currency set out as the Additional Facility Commitment of that Lender in the relevant Additional Facility Accession Agreement and the amount of any other Additional Facility Commitment transferred to it or assumed by it under this Agreement; and (b) any other Lender, the amount in Euros, US Dollars or the relevant Additional Currency (as applicable) transferred to it or assumed by it in accordance with this Agreement, in each case, to the extent not cancelled, reduced or transferred by it in accordance with this Agreement. “Additional Guarantor” means: (a) any member of the Borrower Group (including, without limitation, any Permitted Affiliate Parent); (b) Sunrise HoldCo III Holdco (other than Sunrise HoldCo IV); (c) any Permitted Affiliate Holdco; (d) any Affiliate Subsidiary; and 6 152197039_18 (e) any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt, which in each case becomes an Additional Guarantor in accordance with Clause 30.8 (Additional Obligors). “Additional Obligor” means an Additional Borrower or an Additional Guarantor. “Additional Revolving Facility” means an Additional Facility which is a revolving loan facility. “Advance” means: (a) when designated “Additional Facility”, an advance made or to be made to a Borrower under an Additional Facility (but excluding for the purposes of this definition, any utilisation of an Additional Facility by way of an Ancillary Facility or a Documentary Credit); (b) when designated “Revolving Facility”, an advance made or to be made under the Revolving Facility (but excluding for the purposes of this definition, any utilisation of the Revolving Facility by way of an Ancillary Facility or a Documentary Credit); or (c) without any such designation, an advance made or to be made to a Borrower under an Additional Facility and/or the Revolving Facility, as the context requires, in each case, as from time to time reduced by repayment or prepayment. “Affected Documentary Credit” has the meaning given to such term in Clause 18.2 (Illegality in Relation to an L/C Bank). “Affiliate” means a Subsidiary or a Holding Company of a person or any other Subsidiary of that Holding Company provided that in relation to any clause, reference or provision that uses such term: (a) an Affiliate of Sunrise HoldCo III that issues any notes, bonds or other securities for the purpose of on-lending the proceeds of such issuances under a Facility and to a Borrower under this Agreement and which acts in accordance with the terms of any indentures or other documents governing such issuances (a “Designated Notes Issuer”) shall not be an Affiliate of Sunrise HoldCo III or any of its Affiliates; and (b) a Designated Notes Issuer shall be deemed not to be managed by, or under the control of, Sunrise HoldCo III or any of its Affiliates. “Affiliate Subsidiary” means any Proposed Affiliate Subsidiary which accedes to this Agreement as a Guarantor in accordance with Clause 30.8 (Additional Obligors), provided that such Affiliate Subsidiary has not been released from its rights and obligations as a Guarantor hereunder pursuant to Clause 29.4 (Release of Guarantees and Security). 7 152197039_18 “Agent” means the Facility Agent or the Security Agent (or both of them), as the context requires. “Agent’s Spot Rate of Exchange” means, in relation to two currencies, the Facility Agent’s spot rate of exchange for the purchase of the first-mentioned currency with the second-mentioned currency in the London foreign exchange market at or about 11.00 a.m. on a particular day. “Agreed Security Principles” means the security principles set out in Schedule 11 (Agreed Security Principles). “All3Media Intercreditor Agreement” means the intercreditor agreement originally dated 28 September 2006 between, among others, The Royal Bank of Scotland plc as Senior Agent and Security Agent and All3Media Capital Limited, All3Media Intermediate Limited and All3Media Finance Limited as Effective Date Debtors. “Alternative Benchmark Commencement Date” means any Business Day on which the Facility Agent and Sunrise HoldCo III agree upon an Alternative Benchmark Rate. “Alternative Benchmark Rate” means any alternative benchmark rate agreed in writing between the Facility Agent (acting in its sole discretion and, for the avoidance of doubt, without any requirement to consult with or seek any consent or instruction from the Lenders or any other Finance Party) and Sunrise HoldCo III (in each case, acting reasonably) from time to time provided that the Facility Agent and Sunrise HoldCo III shall consider the benchmark rates being used at that time in the then prevailing market for syndicated debt financings of a similar size to, and in the same currencies as, the Facilities. “Alternative Fallback Rate” means any rate specified as such in the applicable Reference Rate Terms. “Alternative Fallback Rate Adjustment” means any rate which is either: (a) specified as such in the applicable Reference Rate Terms; or (b) determined by the Facility Agent in accordance with the methodology specified in the applicable Reference Rate Terms. “Alternative Fallback Rate Date” means any date specified as such in the applicable Reference Rate Terms. “Alternative Reference Bank Rate” means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request by the Alternative Reference Banks in relation to a Euro Term Rate Advance: (a) (other than where paragraph (b) below applies) as the rate at which the relevant Alternative Reference Bank believes one prime bank is quoting to another prime bank for interbank term deposits in Euro within the Participating Member States for the relevant period; or 8 152197039_18 (b) if different, as the rate (if any and applied to the relevant Alternative Reference Bank and the relevant period) which contributors to the applicable Primary Term Rate are asked to submit to the relevant administrator. “Alternative Reference Banks” means the principal London offices of such banks as may be appointed by the Facility Agent with the consent of Sunrise HoldCo III. “Alternative Term Rate” means any rate specified as such in the applicable Reference Rate Terms. “Alternative Term Rate Adjustment” means, in respect of any Advance, any rate which is either: (a) specified as such in the applicable Reference Rate Terms; or (b) determined by the Facility Agent (or at the election of Sunrise HoldCo III, by any other Finance Party which agrees to determine that rate in place of the Facility Agent) in accordance with the methodology specified in the applicable Reference Rate Terms. “Amendment Agreement” means the agreement dated on or around 24 June 2004 between Sunrise HoldCo III, the Guarantors as at the date thereof, the Facility Agent and the Security Agent, pursuant to which this Agreement was amended. “Ancillary Facilities Effective Date” has the meaning given to such term in Clause 7.1(a) (Utilisation of Ancillary Facilities). “Ancillary Facility” means any: (a) overdraft, automated payment, cheque drawing or other current account facility; (b) forward foreign exchange facility; (c) derivatives facility; (d) short term loan facility; (e) guarantee, bond issuance, documentary or stand-by letter of credit facility; (f) performance bond facility; and/or (g) such other facility or financial accommodation as may be required in connection with the Business of the Borrower Group and which is agreed in writing between the relevant Borrower and the relevant Ancillary Facility Lender. “Ancillary Facility Commitment” means, in relation to an Ancillary Facility Lender and an Ancillary Facility granted by it at any time, and save as otherwise provided in this Agreement, the maximum CHF Amount to be made available under that Ancillary Facility granted by it, to the extent not cancelled or reduced or transferred pursuant to the terms of such Ancillary Facility or under this Agreement.


 
9 152197039_18 “Ancillary Facility Documents” means the documents and other instruments pursuant to which an Ancillary Facility is made available and the Ancillary Facility Outstandings under it are evidenced. “Ancillary Facility Lender” means each Lender (or Affiliate of a Lender) which makes available an Ancillary Facility in accordance with Clause 7 (Ancillary Facilities). “Ancillary Facility Outstandings” means (without double counting), at any time with respect to an Ancillary Facility Lender and each Ancillary Facility provided by it, the aggregate of: (a) all amounts of principal then outstanding under any overdraft, automated payment, cheque drawing, other current account facility or short term loan facility (determined in accordance with the applicable terms) as at such time (net of any Available Credit Balance); and (b) in respect of any other facility or financial accommodation, such other amount as fairly represents the aggregate potential exposure of that Ancillary Facility Lender with respect to it under its Ancillary Facility, as reasonably determined by that Ancillary Facility Lender from time to time in accordance with its usual banking practices for facilities or accommodation of the relevant type (including without limitation, the calculation of exposure under any derivatives facility by reference to the mark-to-market valuation of such transaction at the relevant time). “Ancillary Facility Termination Date” has the meaning given to such term in Clause 7.1(g) (Ancillary Facilities). “Annualised EBITDA” has the meaning given to such term in Clause 22.1 (Financial definitions). “Anti-Terrorism Law” means each of: (a) Executive Order No. 13224 on Terrorist Financing - Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (issued 23 September 2001, as amended by Order 13268 (as so amended, the “Executive Order”)); (b) the Patriot Act; (c) the Money Laundering Control Act of 1986 18 U.S.C, section 1956; and (d) any updates or replacements to the laws listed above in paragraphs (a) to (c) which are enacted in the United States subsequent to the Signing Date. “Approved Stock Options” means any options, warrants, rights to purchase or other equivalents (however designated) issued or granted by a member of the Borrower Group to any former, present or future officers, consultants, directors and/or employees of any member of the Borrower Group or its Associated Companies to subscribe for share capital or similar rights of ownership in that member of the Borrower Group provided that the maximum aggregate amount of such options, warrants, rights to 10 152197039_18 purchase or other equivalents (however designated) shall not exceed (a) 8 per cent. of its issued share capital, in the case of any person which was a Subsidiary of UPC Central Europe Holding B.V. prior to the date on which UPC Central Europe Holding B.V. was merged into Sunrise HoldCo III (provided that the aggregate amount of such options, warrants, rights to purchase or other equivalents issued by such Subsidiaries does not exceed 8 per cent. of the issued share capital of each such Subsidiary) and (b) 7.5 per cent. of its issued share capital or similar rights of ownership, in the case of each other member of the Borrower Group. “Asset Passthrough” means a series of transactions between a Borrower Holdco, one or more members of the Borrower Group and an Asset Transferring Party where: (a) in the case of an asset being transferred by a Borrower Holdco to the Asset Transferring Party, that asset: (i) is first transferred by that Borrower Holdco to a member of the Borrower Group; and (ii) may then be transferred between various members of the Borrower Group, and is finally transferred (insofar as such transaction relates to the Borrower Group) to an Asset Transferring Party; or (b) in the case of an asset being transferred by an Asset Transferring Party to a Borrower Holdco, that asset: (i) is first transferred by that Asset Transferring Party to a member of the Borrower Group; and (ii) may then be transferred between various members of the Borrower Group, and is finally transferred (insofar as such transaction relates to the Borrower Group) to a Borrower Holdco, and where the purpose of each such asset transfer is, in the case of an Asset Passthrough of the type described in paragraph (a) above, to enable a Borrower Holdco to indirectly transfer assets (other than cash) to that Asset Transferring Party and, in the case of an Asset Passthrough of the type described in paragraph (b) above, is to enable an Asset Transferring Party to indirectly transfer assets (other than cash) to a Borrower Holdco, in either case, by way of transfers of those assets to and from (and, if necessary, between) one or more members of the Borrower Group in such a manner as to be neutral to the Borrower Group taken as a whole provided that: (A) the consideration payable (if any) by the first member of the Borrower Group to acquire such assets comprises either (i) cash funded or to be funded directly or indirectly by a payment from (in the case of an Asset Passthrough of the type described in paragraph (a) above) the Asset Transferring Party and (in the case of an Asset Passthrough of the type described in paragraph (b) above) that Borrower Holdco, in either case, in connection with that series of transactions, (ii) Subordinated Shareholder Loans or (iii) the issue of one or more securities; 11 152197039_18 (B) the consideration payable by (in the case of an Asset Passthrough of the type described in paragraph (a) above) the Asset Transferring Party is equal to the consideration received or receivable by that Borrower Holdco and (in the case of an Asset Passthrough of the type described in paragraph (b) above) by that Borrower Holdco is equal to the consideration received or receivable by the Asset Transferring Party (and for this purpose, a security issued by one person shall constitute equal consideration to a security issued by another person where such securities have been issued on substantially the same terms and subject to the same conditions); (C) all of the transactions comprising such a series of transactions (from and including the transfer of the assets by that Borrower Holdco to and including the acquisition of those assets by the Asset Transferring Party or vice versa) are completed within two Business Days; and (D) upon completion of all of the transactions comprising such a series of transactions, no person (other than another member of the Borrower Group) has any recourse to any member of the Borrower Group and no member of the Borrower Group which is not an Obligor may have any recourse to an Obligor, in each case in relation to such a series of transactions (other than in respect of (i) the Subordinated Shareholder Loans or any rights and obligations under the securities, in each case, mentioned in sub-paragraph (A) above and (ii) covenants as to title provided, in the case of an Asset Passthrough of the type described in paragraph (a) above, in favour of the Asset Transferring Party on the same terms as such covenants were provided by that Borrower Holdco in respect of the relevant assets and, in the case of an Asset Passthrough of the type described in paragraph (b) above, in favour of that Borrower Holdco on the same terms as such covenants were provided by the Asset Transferring Party in respect of the relevant assets). “Asset Securitisation Subsidiary” means any Subsidiary of Sunrise HoldCo III or any Subsidiary of any other member of the Borrower Group (including, without limitation, any Subsidiary of any Permitted Affiliate Parent), as applicable, engaged solely in the business of effecting or facilitating any asset securitisation programme or programmes or one or more receivables factoring transactions. “Asset Security Release Date” means the date on which the Security (other than any Security referred to in paragraph (b)(ii) of the definition of “80% Security Test” and any Security provided over any account in connection with a Borrower providing cash cover for a Documentary Credit or an Ancillary Facility pursuant to Clause 6.9(a) (Cash Cover by Borrower) and Clause 1.2(a)(iv) (Construction)) is released in accordance with Clause 21.28 (Asset Security Release). “Asset Transferring Party” means the member of the Wider Group (or any person in which a member of the Borrower Group owns an interest but which is not a member of 12 152197039_18 the Wider Group) who is the initial transferor or final transferee in respect of a transfer to or from a Borrower Holdco, as the case may be, through one or more members of the Borrower Group. “Associated Company” of a person means: (a) any other person which is directly or indirectly Controlled by, under common Control with or Controlling such person; or (b) any other person owning beneficially and/or legally directly or indirectly 10 per cent. or more of the equity interest in such person or 10 per cent. of whose equity is owned beneficially and/or legally directly or indirectly by such person. “Auditors” means KPMG or any other firm appointed by Sunrise HoldCo III to act as its auditors from time to time. “Availability Period” means: (a) in respect of an Additional Facility, its Additional Facility Availability Period; and (b) in respect of the Revolving Facility, the period from and including the 2025 Amendment Effective Date up to and including the date falling one month prior to the Final Maturity Date in relation to the Revolving Facility. “Available Additional Facility Commitment” means, in relation to a Lender and an Additional Facility granted by it, at any time and save as otherwise provided in this Agreement, its Additional Facility Commitment in relation to that Additional Facility at such time less the Euro Amount of its share of the Utilisations made under that Additional Facility, adjusted to take account of: (a) any cancellation or reduction of, or any transfer by such Lender or any transfer to it of, or any increase assumed by it of, any Additional Facility Commitment in relation to that Additional Facility, in each case, pursuant to the terms of this Agreement; and (b) in the case of any proposed Utilisation, the Euro Amount of its share of (i) any Utilisation under that Additional Facility which pursuant to any other Request is to be made, or as the case may be, issued under that Additional Facility, and (ii) in relation to an Additional Facility which is an Additional Revolving Facility, any Utilisation in respect of that Additional Facility which is due to be repaid, prepaid or expire (as the case may be), in each case, on or before the proposed Utilisation Date, provided always that such amount shall not be less than zero. “Available Ancillary Facility Commitment” means, in relation to an Ancillary Facility Lender and an Ancillary Facility granted by it at any time, and save as otherwise provided in this Agreement or in the applicable Ancillary Facility Documents, its Ancillary Facility Commitment in relation to that Ancillary Facility at such time, less the CHF Amount of the relevant Ancillary Facility Outstandings at such time, provided always that such amount shall not be less than zero.


 
13 152197039_18 “Available Commitment” means, in relation to a Lender, the aggregate amount of its Available Additional Facility Commitments, its Available Revolving Facility Commitments and its Available Ancillary Facility Commitments, or, in the context of a particular Facility, its Available Additional Facility Commitments, its Available Revolving Facility Commitments or its Available Ancillary Facility Commitments, in respect of that Facility, as the context may require. “Available Credit Balance” means, in relation to an Ancillary Facility, credit balances on any account of any Borrower of that Ancillary Facility with the Ancillary Facility Lender making available that Ancillary Facility to the extent that those credit balances are freely available to be set off by that Ancillary Facility Lender against liabilities owed to it by that Borrower under that Ancillary Facility. “Available Facility” means, in relation to a Facility, at any time, the aggregate amount of the Available Commitments in respect of that Facility at that time. “Available Revolving Facility” means, in relation to a Revolving Facility, at any time, the aggregate amount of the Available Revolving Facility Commitments in respect of the relevant Revolving Facility at that time. “Available Revolving Facility Commitment” means, in relation to a Lender, at any time and save as otherwise provided in this Agreement, its Revolving Facility Commitment at such time, less the CHF Amount of its share of the Revolving Facility Outstandings, adjusted to take account of: (a) any cancellation or reduction of, or any transfer by such Lender or any transfer to it of, or any increase assumed by it of, any Revolving Facility Commitment, in each case, pursuant to the terms of this Agreement; and (b) in the case of any proposed Utilisation, the CHF Amount of its share of (i) any Revolving Facility Advance and/or Documentary Credit which pursuant to any other Request is to be made or, as the case may be, issued under the Revolving Facility and (ii) any Revolving Facility Advance and/or Documentary Credit issued under the Revolving Facility which is due to be repaid, prepaid or expire (as the case may be), in each case, on or before the proposed Utilisation Date, provided always that such amount shall not be less than zero. “Backstop Rate Switch Date” means: (a) in relation to a Rate Switch Currency, the date (if any) specified as such in the applicable Reference Rate Terms; or (b) any other date as may be agreed between Sunrise HoldCo III and all Lenders under the relevant Facility. “Bail-In Action” means the exercise of any Write-down and Conversion Powers. “Bail-In Legislation” means: (a) in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework 14 152197039_18 for the recovery and resolution of credit institutions and investment firms, the relevant implementing law as described in the EU Bail-In Legislation Schedule from time to time; (b) in relation to the United Kingdom, Part I of the UK Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings); and (c) in relation to any other state, any analogous law from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law. “Bank Levy” means the bank levy which is imposed (i) under section 73 of, and schedule 19 to, the Finance Act 2011 (the “UK Bank Levy”), (ii) the Dutch bankenbelasting as set out in the Dutch bank levy act (Wet bankenbelasting), (iii) the German bank levy as set out in the German Restructuring Fund Act 2010 (Gesetz zur Errichtung eines Restrukturierungsfonds für Kreditinstitute) (as amended) and (iv) any levy or Tax of an equivalent nature imposed in any jurisdiction in a similar context or for a similar reason to that in and/or which the UK Bank Levy has been imposed by reference to the equity and liability of a financial institution or other person carrying out financial transactions. “Basel II” has the meaning given to such term in Clause 17.3(a)(iii) (Exceptions). “Beneficiaries” has the meaning given to such term in the Intercreditor Agreement. “BEPS Action 6” means Action 6 of the Base Erosion and Profit Shifting Action Plan as set out in the Final Report published by the Organisation for Economic and Corporate Development on 5 October 2015. “Borrower” means Sunrise HoldCo III and any Additional Borrower unless it has ceased to be a Borrower in accordance with Clause 30.2 (Transfers by Obligors) and, in respect of an Ancillary Facility only, any Affiliate of a Borrower that becomes a borrower of that Ancillary Facility with the approval of the relevant Ancillary Facility Lender pursuant to Clause 7.7 (Affiliates of Borrowers). “Borrower Group” means: (a) Sunrise HoldCo III and any Permitted Affiliate Parent and each of their direct and indirect Subsidiaries from time to time other than the Borrower Group Excluded Subsidiaries; (b) Sunrise Financing; and (c) any Affiliate Subsidiary and any Subsidiary of such Affiliate Subsidiary that is designated as a member of the Borrower Group by Sunrise HoldCo III or a Permitted Affiliate Parent, provided that at any time after a Group Redesignation Notice has been delivered to the Facility Agent in accordance with Clause 21.32 (Group Redesignation), the “Borrower 15 152197039_18 Group” shall also include each New Group Topco and its Subsidiaries, other than Borrower Group Excluded Subsidiaries. “Borrower Group Excluded Subsidiary” means: (a) any Subsidiary of (i) Sunrise HoldCo III, (ii) any Permitted Affiliate Parent or (iii) any New Group Topco, in each case, which is a Dormant Subsidiary and which is not a Guarantor; (b) any Unrestricted Subsidiary; (c) any Subsidiary of (i) Sunrise HoldCo III, (ii) any Permitted Affiliate Parent or (iii) any New Group Topco, in each case, which is a Project Company; (d) any Asset Securitisation Subsidiary; (e) any person which becomes a Subsidiary of Sunrise HoldCo III or a Subsidiary of any Permitted Affiliate Parent pursuant to an Asset Passthrough; (f) any person which becomes a Subsidiary of any New Group Topco after the 2020 Amendment Effective Date pursuant to an Asset Passthrough; and (g) any Subsidiary of a person that is a Borrower Group Excluded Subsidiary pursuant to any of paragraphs (a) to (f) above, provided that any Borrower Group Excluded Subsidiary may, at the election of Sunrise HoldCo III and upon not less than 10 Business Days prior written notice to the Facility Agent, cease to be a Borrower Group Excluded Subsidiary and become a member of the Borrower Group. “Borrower Group Reconciliation” means an unaudited schedule to any financial statements of the Reporting Entity delivered in accordance with Clause 21.2 (Financial information) demonstrating the necessary adjustments that would need to be made to the financial statements of the Reporting Entity to derive financial information applicable to the Borrower Group prepared in accordance with the Relevant Accounting Principles. “Borrower Holdco” means a direct Holding Company of a member of the Borrower Group which is not a member of the Borrower Group. “Break Costs” means, in respect of any Term Rate Advance, any amount specified as such in the applicable Reference Rate Terms for that Term Rate Advance. “Business” means: (a) any business that consists of the upgrade, construction, creation, development, marketing, acquisition (to the extent permitted under this Agreement), operation, utilisation and maintenance of networks that use existing or future technology for the transmission, reception and delivery of voice, video and/or other data (including networks that transmit, receive and/or deliver services such as multi-channel television and radio, programming, telephony, Internet 16 152197039_18 services and content, high speed data transmission, video, multi-media and related activities); (b) any business that consists of the provision, creation, distribution and broadcasting of Content; (c) other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which any Parent or any member of the Borrower Group are engaged from time to time, including, without limitation, all forms of television, telephony (including, for the avoidance of doubt, mobile telephony) and internet services and any services relating to carriers, networks, broadcast or communications services, or Content; (d) any business that comprises being a Holding Company of one or more persons engaged in any business referred to in paragraphs (a), (b), (c) and (e) of this definition; and (e) any business or provision of services substantially the same or similar to that of any member of the Wider Group on the 2016 First Amendment Effective Date, and any related ancillary or complementary business to any of the services described above and references to “business” or “ordinary course of business” shall be similarly construed. “Business Day” means: (a) a day (other than a Saturday or Sunday) on which banks are open for general business in: (i) London and Amsterdam; (ii) in relation to a transaction involving US Dollars, New York; and (iii) in relation to a transaction involving Sterling, an Additional Currency or an Optional Currency, the principal financial centre of the country of that currency; (b) in relation to a Quotation Date or a payment date for Euros, a TARGET Day; and (c) in relation to: (i) the fixing of an interest rate in relation to a Term Rate Advance; (ii) any date for payment or purchase of an amount relating to a Compounded Rate Advance; or (iii) the determination of the first day or the last day of an Interest Period for a Compounded Rate Advance, or otherwise in relation to the determination of the length of such an Interest Period,


 
17 152197039_18 which is an Additional Business Day relating to that currency or that Advance or Unpaid Sum. “Business Division Transaction” means any sale, transfer, demerger, partial demerger, contribution, spin off or distribution of, any creation or participation in any joint venture and/or entering into any other transaction or taking any action with respect to, in each case, any assets, undertakings and/or businesses of the Borrower Group which comprise all or part of any business division (or its predecessors or successors), to or with any person, whether or not within the Borrower Group. “Cancellation Notice” means a notice of cancellation and/or prepayment substantially in the form of Part 2 of Schedule 3 (Form of Cancellation and/or Prepayment Notice). “Capital Expenditure” means any expenditure which is or will be treated as a capital expenditure in the audited consolidated financial statements of the Borrower Group in accordance with the Relevant Accounting Principles. “Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of interests in (howsoever designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity. “Cash” means, at any time, without double counting: (a) all Cash Equivalent Investments; and (b) cash (in cleared balances) denominated in Swiss Francs (or any other currency freely convertible into Swiss Francs) and credited to an account in the name of a member of the Borrower Group, a member of the UGCE Borrower Group, Sunrise HoldCo IV or any other issuer of Holdco Debt (as applicable) with an Acceptable Bank and to which such a member of the Borrower Group, a member of the UGCE Borrower Group, Sunrise HoldCo IV or any other issuer of Holdco Debt (as applicable) is alone (or, in the case of a member of the Borrower Group, together with other members of the Borrower Group) beneficially entitled and for so long as: (i) such cash is repayable on demand (including any cash held on time deposit which is capable of being broken and the balance received within two Business Days of notice provided that any such cash shall only be taken into account net of any penalties or costs which would be incurred in breaking the relevant time deposit); or (ii) such cash has been deposited with an Acceptable Bank as security for any performance bond, guarantee, standby letter of credit or similar facility the contingent liabilities relating to such having been included in the calculation of Senior Net Debt or Total Net Debt (as applicable), and, in any such case: (A) repayment of that cash is not contingent on the prior discharge of any other indebtedness of any member of the Borrower Group, a member of the UGCE Borrower Group, Sunrise 18 152197039_18 HoldCo IV or any other issuer of Holdco Debt (as applicable) or of any other person whatsoever or on the satisfaction of any other condition; (B) there is no encumbrance over that cash except for the Security or any encumbrance constituted by a netting or set-off arrangement entered into by members of the Borrower Group, a member of the UGCE Borrower Group, Sunrise HoldCo IV or any other issuer of Holdco Debt (as applicable) in the ordinary course of their banking arrangements and any Security Interest granted in connection with such banking arrangements; and (C) the cash is freely and (except as mentioned in paragraph (ii) above) immediately available to be applied in repayment or prepayment of the Facilities or Financial Indebtedness of the Borrower Group, a member of the UGCE Borrower Group, Sunrise HoldCo IV or any other issuer of Holdco Debt (as applicable). “Cash Equivalent Investment” means: (a) securities or obligations issued, insured or unconditionally guaranteed by the United States government, the government of the United Kingdom, the relevant member state of the European Union, the government of Switzerland (each, a “Qualified Country”) or any agency or instrumentality thereof, in each case having maturities of not more than 24 months from the date of acquisition thereof; (b) securities or obligations issued by any Qualified Country, or any political subdivision of any such Qualified Country, or any public instrumentality thereof, having maturities of not more than 24 months from the date of acquisition thereof and, at the time of acquisition, having an investment grade rating generally obtainable from either Standard & Poor’s or Moody’s (or, if at any time neither Standard & Poor’s nor Moody’s shall be rating such obligations, then from another nationally recognised rating service); (c) commercial paper issued by any Lender or any bank holding company owning any Lender; (d) commercial paper maturing no more than 12 months after the date of acquisition thereof and, at the time of acquisition, having a rating of at least A-2 or P-2 from either Standard & Poor’s or Moody’s (or, if at any time neither Standard & Poor’s nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognised rating service); (e) time deposits, eurodollar time deposits, bank deposits, certificates of deposit or bankers’ acceptances maturing no more than two years after the date of acquisition thereof issued by any Lender or any other bank or trust company (x) having combined capital and surplus of not less than US$250.0 million in the case of US banks and US$100.0 million (or the US Dollar equivalent thereof) in the case of non-US banks or (y) the long-term debt of which is rated at the 19 152197039_18 time of acquisition thereof at least “A-” or the equivalent thereof by Standard & Poor’s, or “A-” or the equivalent thereof by Moody’s (or if at the time neither is issuing comparable ratings, then a comparable rating of another nationally recognised rating agency); (f) auction rate securities rated at least Aa3 by Moody’s and AA- by Standard & Poor’s (or, if at any time either Standard & Poor’s or Moody’s shall not be rating such obligations, an equivalent rating from another nationally recognised rating service); (g) repurchase agreements or obligations with a term of not more than 30 days for underlying securities of the types described in clauses (a), (b) and (e) above entered into with any bank meeting the qualifications specified in clause (e) above or securities dealers of recognised national standing; (h) marketable short-term money market and similar funds (x) either having assets in excess of US$250.0 million (or US Dollar equivalent thereof) or (y) having a rating of at least A-2 or P-2 from either Standard & Poor’s or Moody’s (or, if at any time neither Standard & Poor’s nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognised rating service in the United States); (i) interests in investment companies or money market funds, 95% the investments of which are one or more of the types of assets or instruments described in clauses (a) through (h) above; (j) any other debt security approved by the Majority Lenders; (k) any other investments used by Sunrise HoldCo III, any Permitted Affiliate Parent or any member of the Borrower Group as temporary investments permitted by the Facility Agent in writing in its sole discretion; and (l) in the case of investments by Sunrise HoldCo III, any Permitted Affiliate Parent or any member of the Borrower Group organised or located in a jurisdiction other than the United States or a member state of the European Union (or any political subdivision or territory thereof), or in the case of investments made in a country outside the United States, other customarily utilised high-quality investments in the country where such member of the Borrower Group is organised or located or in which such investment is made, all as conclusively determined in good faith by Sunrise HoldCo III, in each case to which any member of the Borrower Group, a member of the UGCE Borrower Group, Sunrise HoldCo IV or any other issuer of Holdco Debt is alone (or, in the case of a member of the Borrower Group, together with other members of the Borrower Group) beneficially entitled at that time and which is not issued or guaranteed by any member of the Borrower Group or subject to any Security Interest (other than Security Interests arising under the Security Documents). “Cash Flow Hedging Agreement” means transactions and arrangements entered into by any Obligor with a Hedge Counterparty directly relating to the management of currency exchange risk arising out of income denominated in a currency other than a 20 152197039_18 currency in which the relevant member of the Borrower Group whose currency exchange risk is being managed receives income. “Central Bank Rate” has the meaning given to that term in the applicable Reference Rate Terms. “Central Bank Rate Adjustment” has the meaning given to that term in the applicable Reference Rate Terms. “Change of Control” has the meaning given to such term in Clause 10.4 (Change of Control). “CHF Amount” means at any time: (a) in relation to an Advance denominated in Swiss Francs, the amount thereof, and in relation to any other Advance, the Swiss Francs equivalent (calculated using the Agent’s Spot Rate of Exchange at the relevant time) of the amount specified in the Request (as at the date thereof) for that Advance, in each case, as adjusted, if necessary, in accordance with the terms of this Agreement and to reflect any repayment, consolidation or division of that Advance; (b) in relation to a Documentary Credit, (i) if such Documentary Credit is denominated in Swiss Francs, the Outstanding L/C Amount in relation to it at such time or (ii) if such Documentary Credit is not denominated in Swiss Francs, the Swiss Francs equivalent (calculated using the Agent’s Spot Rate of Exchange at the relevant time) of the Outstanding L/C Amount at such time, calculated as at the later of (A) the date which falls two Business Days before its issue date or any renewal date or (B) the date of any revaluation pursuant to Clause 6.4 (Revaluation of Documentary Credits); (c) in relation to any Ancillary Facility granted by a Lender, the amount of its Revolving Facility Commitment or Additional Facility Commitment converted to provide its Ancillary Facility Commitment as at the time of such conversion; and (d) in relation to any Outstandings, the aggregate of the CHF Amounts (calculated in accordance with paragraphs (a), (b) and (c) above) of each outstanding Advance and/or Outstanding L/C Amount, made under the relevant Facility or Facilities (as the case may be) and/or in relation to Ancillary Facility Outstandings, (i) if such Outstandings are denominated in Swiss Francs, the aggregate amount of such Outstandings at such time and (ii) if such Outstandings are not denominated in Swiss Francs, the Swiss Francs equivalent of the aggregate amount of such Outstandings at such time. “Code” means the United States Internal Revenue Code of 1986, as amended and any rule or regulation issued thereunder from time to time in effect. “Commitments” means Additional Facility Commitments, Revolving Facility Commitments and, where the context so requires, each of them. “Common Holding Company” has the meaning given to such term in Clause 30.7(a)(v) (Permitted Affiliate Group Designation).


 
21 152197039_18 “Composite Revolving Facility Instructing Group” means, at any time, a Lender or Lenders under Maintenance Covenant Revolving Facilities whose aggregate undrawn Revolving Facility Commitments and Additional Facility Commitments in relation to Maintenance Covenant Revolving Facilities (translated into Swiss Francs, where such Commitment is denominated in Euros, US Dollars or an Additional Currency, on the basis of the Agent’s Spot Rate of Exchange on the date of the relevant Additional Facility Accession Agreement) and participations in outstanding Utilisations (calculated by reference to the CHF Amounts of such Utilisations), in each case, under the Maintenance Covenant Revolving Facilities, exceed 50 per cent. of the total aggregate undrawn Revolving Facility Commitments and Additional Facility Commitments in relation to Maintenance Covenant Revolving Facilities (translated into Swiss Francs, where such Commitment is denominated in Euros, US Dollars or an Additional Currency, on the basis of the Agent’s Spot Rate of Exchange on the date of the relevant Additional Facility Accession Agreement) and participations in outstanding Utilisations (calculated by reference to the CHF Amounts of such Utilisations), in each case, under all the Maintenance Covenant Revolving Facilities and calculated in accordance with the provisions of Clause 29.5 (Calculation of Consent). “Compounded Rate Advance” means: (a) any Advance made or, if applicable, any Unpaid Sum which is due under a Compounded Rate Facility denominated in a Compounded Rate Currency which is, or becomes, a “Compounded Rate Advance” pursuant to Clause 11 (Rate Switch); and (b) any Advance or, if applicable, any Unpaid Sum for which the applicable interest rate is being calculated by the Facility Agent using compounding methodology by reference to an Alternative Fallback Rate pursuant to the operation of Clause 16.1(e) (Interest calculation if no Primary Term Rate) (provided that, for the avoidance of doubt, the use of such compounding methodology is consistent with prevailing market practice for such Alternative Fallback Rate). “Compounded Rate Currency” means any currency which is not a Term Rate Currency. “Compounded Rate Facility” means: (a) the Revolving Facility; and (b) any other Facility designated as a “Compounded Rate Facility” in writing by Sunrise HoldCo III and the Facility Agent (acting on the instructions of all the Lenders under that Facility). “Compounded Rate Interest Payment” means the aggregate amount of interest that: (a) is, or is scheduled to become, payable under any Finance Document; and (b) relates to a Compounded Rate Advance. 22 152197039_18 “Compounded Reference Rate” means, in relation to any RFR Banking Day during the Interest Period of a Compounded Rate Advance, the percentage rate per annum which is the aggregate of: (a) the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day; and (b) the applicable Credit Adjustment Spread (if any), provided that if such rate is less than zero, there shall be no adjustment to ensure the aggregate of such amounts is zero except as otherwise set out in the Reference Rate Terms for the applicable currency and Facility, or in an applicable Additional Facility Accession Agreement. “Confidentiality Undertaking” means a confidentiality undertaking substantially in the recommended form of either the LMA or the LSTA or in any other form agreed between Sunrise HoldCo III and the Facility Agent. “Content” means production of and any rights to broadcast, transmit, distribute or otherwise make available for viewing, exhibition or reception (whether in analogue or digital format and whether as a channel or an Internet service, a teletext-type service, an interactive service, or an enhanced television service or any part of any of the foregoing, or on a pay-per-view basis, or near video-on-demand, or video-on-demand basis or otherwise) any one or more of audio and/or visual images, audio content, or interactive content (including hyperlinks, re-purposed web-site content, database content plus associated templates, formatting information and other data including any interactive applications or functionality), text, data, graphics, or other content, by means of any means of distribution, transmission or delivery system or technology (whether now known or herein after invented). “Content Transaction” means any sale, transfer, demerger, contribution, spin-off or distribution of, any creation or participation in any joint venture and/or entering into any other transaction or taking any action with respect to, in each case, any assets, undertakings and/or businesses of the Borrower Group which comprise all or part of the Content business of the Borrower Group, to or with any person whether or not within the Borrower Group. “Control” means the power of a person: (a) by means of the holding of shares or the possession of voting power in or in relation to any other person; or (b) by virtue of any powers conferred by the articles of association or other documents regulating any other person, to direct or cause the direction of the management and policies of that other person, and “Controlled” and “Controlling” have a corresponding meaning. “Conversion Notice” has the meaning given to such term in paragraph (a) of Clause 7.1 (Utilisation of Ancillary Facilities). 23 152197039_18 “Cost” means the cost estimated in good faith by the relevant member of the Borrower Group to have been incurred or to be received by that member of the Borrower Group in the provision or receipt of the relevant service, facility or arrangement, including, without limitation, a proportion of any material employment, property, information technology, administration, utilities, transport and materials or other costs incurred or received in the provision or receipt of such service, facility or arrangement but excluding costs which are either not material or not directly attributable to the provision or receipt of the relevant service, facility or arrangement. “Credit Adjustment Spread” means, in respect of any Advance, any rate which is either: (a) specified as such in the applicable Reference Rate Terms; or (b) determined by the Facility Agent (or at the election of Sunrise HoldCo III, by any other Finance Party which agrees to determine that rate in place of the Facility Agent) in accordance with the methodology specified in the applicable Reference Rate Terms. “Credit Facility Excluded Amount” means the greater of: (a) CHF 400,000,000 (or its equivalent in other currencies); and (b) 0.25 multiplied by Annualised EBITDA for the most recent Ratio Period. “Daily Non-Cumulative Compounded RFR Rate” means, in relation to any RFR Banking Day during an Interest Period for a Compounded Rate Advance, the percentage rate per annum determined by the Facility Agent (or at the election of Sunrise HoldCo III, by any other Finance Party which agrees to determine that rate in place of the Facility Agent) in accordance with the methodology set out in Schedule 14 (Daily Non-Cumulative Compounded RFR Rate) or in any relevant Methodology Supplement. “Daily Rate” means the rate specified as such in the applicable Reference Rate Terms. “Dangerous Substance” means any radioactive emissions and any natural or artificial substance (whether in solid or liquid form or in the form of a gas or vapour and whether alone or in combination with any other substance) which, taking into account the concentrations and quantities present and the manner in which it is being used or handled, it is reasonably foreseeable will cause harm to man or any other living organism or damage to the Environment including any controlled, special, hazardous, toxic, radioactive or dangerous waste. “Default” means: (a) an Event of Default; or (b) any event or circumstance specified in Clause 23 (Default) which would (with the expiry of a grace period or the giving of notice) be an Event of Default provided that any such event or circumstance which requires the satisfaction of a condition as to materiality before it becomes an Event of Default shall not be a Default unless that condition is satisfied. 24 152197039_18 “Defaulting Lender” means any Lender (other than a Lender which is or becomes a member of the Wider Group): (a) which has failed to make its participation in an Advance available (or has notified the Facility Agent or Sunrise HoldCo III (which has notified the Facility Agent) that it will not make its participation in an Advance available) by the Utilisation Date of that Advance in accordance with Clause 5.4 (Participations in Advances) or has failed to provide cash collateral (or has notified an L/C Bank or Sunrise HoldCo III (which has notified the relevant L/C Bank) that it will not provide cash collateral) in accordance with Clause 6.8 (Cash Collateral by Non- Acceptable L/C Lender); (b) which has otherwise rescinded or repudiated a Finance Document; (c) which is an L/C Bank which has failed to issue or re-issue a Documentary Credit (or has notified the Facility Agent or Sunrise HoldCo III (which has notified the Facility Agent) that it will not issue or re-issue a Documentary Credit) in accordance with Clause 6 (Documentary Credits) or which has failed to pay a claim (or has notified the Facility Agent or Sunrise HoldCo III (which has notified the Facility Agent) that it will not pay a claim) in accordance with (and as defined in) Clause 6.6 (Claims under a Documentary Credit); or (d) with respect to which an Insolvency Event has occurred and is continuing, unless, in the case of paragraph (a) or (c) above: (i) its failure to pay is caused by: (A) administrative or technical error; or (B) a Disruption Event, and payment is made within two Business Days of its due date; or (ii) the Lender is disputing in good faith whether it is contractually obliged to make the payment in question. “Designated Gross Amount” has the meaning given to such term in Clause 7.1(b) (Utilisation of Ancillary Facilities). “Designated Net Amount” has the meaning given to such term in Clause 7.1(b) (Utilisation of Ancillary Facilities). “Designated Party” means any person listed: (a) in the Annex to the Executive Order; (b) on the “Specially Designated Nationals and Blocked Persons” list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury; or (c) in any successor list to either of the foregoing.


 
25 152197039_18 “Designated Website” has the meaning given to such term in Clause 37.3(a) (Use of Websites/E-mail). “Disqualified Stock” means, with respect to any person, any Capital Stock of such person which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event: (a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise; (b) is convertible or exchangeable for Financial Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of a member of the Borrower Group); or (c) is redeemable at the option of the holder of the Capital Stock in whole or in part, in each case on or prior to the earlier of (i) the then latest Final Maturity Date of a Facility or (ii) the date on which there are no Outstandings; provided that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided, further that any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require Sunrise HoldCo III or a Permitted Affiliate Parent to repurchase such Capital Stock upon the occurrence of a change of control (as defined in a substantially identical manner to the corresponding definition in this Agreement) shall not constitute Disqualified Stock if the terms of such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) provide that Sunrise HoldCo III or a Permitted Affiliate Parent may not repurchase or redeem any such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) pursuant to such provision prior to compliance by Sunrise HoldCo III or a Permitted Affiliate Parent with the provisions of Clause 21.11 (Disposals) and Clause 10.4 (Change of Control) and such repurchase or redemption complies with Clause 21.14 (Restricted Payments). “Disruption Event” means either or both of: (a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or (b) the occurrence of any other event which results in a material disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party: (i) from performing its payment obligations under the Finance Documents; or 26 152197039_18 (ii) from communicating with other parties in accordance with the terms of the Finance Documents, and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted. “Distribution Business” means: (a) the business of upgrading, constructing, creating, developing, acquiring, operating, owning, leasing and maintaining cable television networks (including for avoidance of doubt master antenna television, satellite master antenna television, single and multi-channel microwave single or multi-point distribution systems and direct-to-home satellite systems) for the transmission, reception and/or delivery of multi-channel television and radio programming, telephony and internet and/or data services to the residential markets; or (b) any business which is incidental to or related to and, in either case, material to such business. “Documentary Credit” means a letter of credit, bank guarantee, indemnity, performance bond or other documentary credit issued or to be issued by an L/C Bank pursuant to Clause 5.1 (Delivery of request). “Documentary Credit Beneficiary” means a beneficiary in respect of a Documentary Credit. “Dormant Subsidiary” means a member of the Borrower Group which does not trade (for itself or as agent for any person) and does not own, legally or beneficially, assets (including, without limitation, indebtedness owed to it) which in aggregate have a value of more than CHF 10,000 (excluding loans existing on the Signing Date owed to it by members of the Borrower Group) or its equivalent in other currencies. “Dutch Borrower” means a Borrower incorporated in The Netherlands. “Eastern Europe” means Europe other than Western Europe. “EBITDA” has the meaning given to such term in Clause 22.1 (Financial definitions). “EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway. “Effective Date” means the day falling no less than five Business Days after the Signing Date, on which the Facility Agent notified Sunrise HoldCo III and the Lenders that it had received written confirmation from the Existing Facility Agents that the conditions precedent referred to in Clause 2(b) of the amendment and restatement agreement dated on or around the Signing Date between, inter alia, Sunrise HoldCo III and the Existing Facility Agents amending and restating the Existing Facility Agreement had been either satisfied or waived and that such agreement was effective. “Environment” means the media of air, water and land (wherever occurring) and in relation to the media of air and water includes, without limitation, the air and water 27 152197039_18 within buildings and the air and water within other natural or man-made structures above or below ground and any water contained in any underground strata. “Environmental Claim” means any claim by any person: (a) in respect of any loss or liability suffered or incurred by that person as a result of or in connection with any violation of Environmental Law; or (b) that arises as a result of or in connection with Environmental Contamination and that could give rise to any remedy or penalty (whether interim or final) that may be enforced or assessed by private or public legal action or administrative order or proceedings including, without limitation, any such claim that arises from injury to persons or property. “Environmental Contamination” means each of the following and their consequences: (a) any release, emission, leakage or spillage of any Dangerous Substance at or from any site owned or occupied by any member of the Borrower Group into any part of the Environment; or (b) any accident, fire, explosion or sudden event at any site owned or occupied by any member of the Borrower Group which is directly caused by or attributable to any Dangerous Substance; or (c) any other pollution of the Environment arising at or from any site owned or occupied by any member of the Borrower Group. “Environmental Law” means all legislation, regulations or orders (insofar as such regulations or orders have the force of law) to the extent that it relates to the protection or impairment of the Environment or the control of Dangerous Substances (whether or not in force at the Signing Date) which are capable of enforcement in any applicable jurisdiction by legal process. “Environmental Licence” means any permit, licence, authorisation, consent, filing, registration or other approval required by any Environmental Law. “ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended. “ERISA Affiliate” means any person treated as a single employer with any Obligor under section 414 of the Code. “EU Bail-In Legislation Schedule” means the document described as such and published by the LMA (or any successor person) from time to time. “Euro”, “Euros” or “€” means the single currency of the Participating Member States. “Euro Amount” means at any time: (a) in relation to an Advance denominated in Euros, the amount thereof, and in relation to any other Advance, the Euro equivalent (calculated using the Agent’s 28 152197039_18 Spot Rate of Exchange at the relevant time) of the amount specified in the Request (as at the date thereof) for that Advance, in each case, as adjusted, if necessary, in accordance with the terms of this Agreement and to reflect any repayment, consolidation or division of that Advance; (b) in relation to a Documentary Credit, (i) if such Documentary Credit is denominated in Euros, the Outstanding L/C Amount in relation to it at such time or (ii) if such Documentary Credit is not denominated in Euros, the Euro equivalent (calculated using the Agent’s Spot Rate of Exchange at the relevant time) of the Outstanding L/C Amount at such time, calculated as at the later of (A) the date which falls two Business Days before its issue date or any renewal date or (B) the date of any revaluation pursuant to Clause 6.4 (Revaluation of Documentary Credits); (c) in relation to any Ancillary Facility granted by a Lender, the amount of its Revolving Facility Commitment or Additional Facility Commitment converted to provide its Ancillary Facility Commitment as at the time of such conversion; and (d) in relation to any Outstandings, the aggregate of the Euro Amounts (calculated in accordance with paragraphs (a), (b) and (c) above) of each outstanding Advance and/or Outstanding L/C Amount, made under the relevant Facility or Facilities (as the case may be) and/or in relation to Ancillary Facility Outstandings, (i) if such Outstandings are denominated in Euro, the aggregate amount of such Outstandings at such time and (ii) if such Outstandings are not denominated in Euro, the Euro equivalent of the aggregate amount of such Outstandings at such time. “Euro Term Rate Advance” means a Term Rate Advance denominated in Euros. “Event of Default” means an event specified as such in Clause 23 (Default) and, in respect of any reference to such term: (a) in connection with Clause 21 (Undertakings) (including any defined terms when used in Clause 21 (Undertakings)); and (b) in connection with any other provision of this Agreement, with respect to any Lender or Lenders under Maintenance Covenant Revolving Facilities only, shall include a breach of the undertaking set out in Clause 22.2 (Financial Ratio), to the extent tested and not cured (or deemed to be cured) in accordance with Clause 22.2 (Financial Ratio) or pursuant to Clause 22.4 (Cure provisions) and provided that the cure period in Clause 22.4 (Cure provisions) has expired. “Excess Capacity Network Services” means the provision of network services, or agreement to provide network services, by a member of the Borrower Group in favour of one or more members of the Wider Group where such network services are only provided in respect of the capacity available to such member of the Borrower Group in excess of that network capacity it requires to continue to provide current services to its existing and projected future customers and to allow it to provide further services to both its existing and projected future customers.


 
29 152197039_18 “Excluded Contribution” means Net Cash Proceeds or property or assets received by Sunrise HoldCo III or a Permitted Affiliate Parent as capital contributions or Subordinated Shareholder Loans to Sunrise HoldCo III or a Permitted Affiliate Parent or from the issuance or sale (other than to a Restricted Subsidiary (as defined in Clause 10.4 (Change of Control))) of Capital Stock (other than Disqualified Stock) of Sunrise HoldCo III or a Permitted Affiliate Parent, in each case to the extent designated as an Excluded Contribution by Sunrise HoldCo III or a Permitted Affiliate Parent. “Existing Facility” means a facility made available to a borrower under the Existing Facility Agreement. “Existing Facility Agent” means Toronto Dominion (Texas) LLC as facility agent under the Existing Facility. “Existing Facility Agents” means the facility agents under the Existing Facility. “Existing Facility Agreement” means the senior secured credit facility dated 26 October 2000 made between, inter alia, Sunrise HoldCo III, Sunrise Financing and Toronto Dominion (Texas) LLC as facility agent and the banks and financial institutions listed therein, as amended from time to time. “Existing Finance Document” means a Finance Document as defined in the Existing Facility Agreement. “Existing Intercreditor Deed” means the intercreditor deed entered into on or about the Signing Date between, among others, the Facility Agent and the Security Agent, the facility agent and security agent under the Existing Facility Agreement and Sunrise HoldCo III. “Existing Lender” has the meaning given to such term in Clause 30.3 (Transfers by Lenders). “Existing Security Deed” means the security deed dated 26 October 2000 between, among others, Sunrise HoldCo III, Sunrise Financing, UPC, Sunrise HoldCo IV, the Existing Facility Agents, TD Bank Europe as security agent, the lenders and financial institutions listed therein, the senior hedging banks and the high yield hedging banks listed therein and each Subordinated Creditor (as defined in the Existing Security Deed) and includes each Deed of Accession (as defined in the Existing Security Deed) entered into in relation to the Existing Security Deed. “Existing Security Documents” means: (a) the Security Documents as defined in paragraph (a) of the definition of Security Documents in the Existing Facility Agreement; and (b) any other Security Documents as defined in paragraph (b) of the definition of Security Documents in the Existing Facility Agreement provided that the Security Interest(s) granted under any such Security Document are simultaneously granted on the same terms (save for variations directly attributable to the identity of the parties and the loan amounts) to the Security Agent on behalf of Beneficiaries to secure the Secured Obligations (as defined in the Intercreditor Agreement). 30 152197039_18 “Expiry Date” means, in relation to a Documentary Credit granted under this Agreement, the date stated in it to be its expiry date or the latest date on which demand may be made under it being a date falling on or prior to the Final Maturity Date in respect of the relevant Revolving Facility or the relevant Additional Revolving Facility (as applicable). “Facility” means each Revolving Facility, any Additional Facility, any Ancillary Facility or any facility under which a Documentary Credit is made available, as the context may require. “Facility Office” means the office(s) notified by a Lender to the Facility Agent: (a) on or before the date it becomes a Lender; or (b) by not less than five Business Days’ notice, as the office(s) through which it will perform all or any of its obligations under this Agreement or in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes. “Fallback Interest Period” means one month. “FATCA” means: (a) sections 1471 to 1474 of the Code or any associated regulations; (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or (c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraph (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction. “FATCA Application Date” means: (a) in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interests and certain other sources within the US), 1 July 2014; or (b) in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA. “FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA. “FATCA Exempt Party” means a Party which is entitled to receive payments free from any deduction on account of FATCA. 31 152197039_18 “Fee Letter” means any letter entered into by reference to this Agreement between a Finance Party and an Obligor which sets out any of the fees payable under Clause 25 (Fees). “Final Maturity Date” means: (a) in relation to an Additional Facility, the date specified as the “Final Maturity Date” in the relevant Additional Facility Accession Agreement or, if that day is not a Business Day, the immediately preceding Business Day (and without any such designation means the latest such date); and (b) in relation to the Revolving Facility, 31 March 2031. “Finance Document” means: (a) this Agreement; (b) a Security Document; (c) a Fee Letter; (d) an Obligor Accession Agreement; (e) an Increase Confirmation; (f) an Additional Facility Accession Agreement; (g) the Existing Intercreditor Deed; (h) the Intercreditor Agreement; (i) any Ancillary Facility Document; (j) any Documentary Credit; (k) any Reference Rate Supplement; (l) any Methodology Supplement; and (m) any other document designated in writing as such by the Facility Agent and Sunrise HoldCo III. “Finance Lease” means a lease treated as a capital or finance lease pursuant to the Relevant Accounting Principles. “Finance Party” means a Lender, the Facility Agent or the Security Agent. “Financial Indebtedness” means, without double counting, indebtedness in respect of: (a) money borrowed or raised and debit balances at banks; (b) any bond, note, loan stock, debenture or similar debt instrument; 32 152197039_18 (c) acceptance or documentary credit facilities; (d) (for the purposes of Clause 23.5 (Cross default) only) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the mark-to-market value (or, if any actual amount is due as a result of the termination or close-out of all or part of that derivative transaction, that amount together with the mark-to-market value of any part of that derivative transaction in respect of which no amount is due as a result of a termination or close-out) shall be taken into account); and (e) guarantees in respect of indebtedness of any person falling within any of paragraphs (a) to (d) above (including for the avoidance of doubt, without double counting, guarantees given by a member of the Borrower Group for the indebtedness of the type falling within paragraphs (a) to (d) above of another member of the Borrower Group), provided that the following shall not be regarded as Financial Indebtedness: (i) indebtedness which has been cash-collateralised to the extent so cash- collateralised; (ii) indebtedness which is in the nature of equity (other than shares which are redeemable by the holder of such shares on or before the latest Final Maturity Date) or equity derivatives; (iii) any deposits or prepayments received by any member of the Borrower Group from a customer or subscriber for its service and any other deferred or prepaid revenue; (iv) any Lease Obligations and obligations under hire purchase contracts; (v) any indebtedness in respect of any transaction or series of transactions that may be entered into by any member of the Borrower Group pursuant to which any member of the Borrower Group may sell, convey or otherwise transfer to (1) an Asset Securitisation Subsidiary (in the case of a transfer by any member of the Borrower Group) and (2) any other person (in the case of a transfer by an Asset Securitisation Subsidiary), or may grant a security interest in, any receivables (whether now existing or arising in the future) of any member of the Borrower Group, and any assets related thereto including, without limitation, all collateral securing such receivables, all contracts and all guarantees or other obligations in respect of such accounts receivable, the proceeds of such receivables and other assets which are customarily transferred, or in respect of which security interests are customarily granted, in connection with asset securitisation involving receivables and any indebtedness in respect of Limited Recourse; (vi) any pension obligations and any obligation under employee plans or employment agreements;


 
33 152197039_18 (vii) any obligations to make payments in relation to earn outs; (viii) any payments or liabilities for assets acquired or services supplied which are deferred (including, without limitation, any liability under an IRU Contract); (ix) any “parallel debt” obligations to the extent such obligations mirror other Financial Indebtedness; (x) receivables sold or discounted, whether recourse or non-recourse, including for the avoidance of doubt any indebtedness in respect of an asset securitisation programme or receivables factoring transaction, or its equivalent in each case, and any related credit support and any indebtedness in respect of Limited Recourse; (xi) any indebtedness of any member of the Borrower Group, in respect of which the person or persons to whom such indebtedness is or may be owed has or have no recourse whatsoever to any member of the Borrower Group for any payment or repayment in respect thereof: (A) other than recourse to such member of the Borrower Group which is limited solely to the amount of any recoveries made on the enforcement of any Security Interests securing such indebtedness or in respect of any other disposition or realisation of the assets underlying such indebtedness; (B) provided that such person or persons are not entitled, pursuant to the terms of any agreement evidencing any right or claim arising out of or in connection with such indebtedness, to commence proceedings for the winding up, dissolution or administration of any member of the Borrower Group (or proceedings having an equivalent effect) or to appoint or procure the appointment of any receiver, trustee or similar person or officer in respect of any member of the Borrower Group or any of its assets until after the Commitments have been reduced to zero and all amounts outstanding under the Finance Documents have been repaid or paid in full; and (C) provided further that the principal amount of all indebtedness incurred and then outstanding pursuant to this paragraph does not exceed the greater of: (1) CHF 100,000,000 (or its equivalent in other currencies); and (2) 3 per cent. of Total Assets; and (xii) indebtedness raised through sale and lease back transactions. “Financial Quarter” means the period commencing on the day immediately following any Quarter Date in each year, and ending on the next succeeding Quarter Date. 34 152197039_18 “Financial Ratio Test Condition” has the meaning given to such term in Clause 22.2(a) (Financial Ratio). “Fitch” means Fitch Ratings Ltd or any successor thereof. “Fixed Rate Advance” means any Advance made or, if applicable, any Unpaid Sum due under a Fixed Rate Facility. “Fixed Rate Facility” means: (a) Additional Facility AQ; (b) Additional Facility AZ; and (c) any other Facility designated as a “Fixed Rate Facility” in writing by Sunrise HoldCo III and the Facility Agent (acting on the instructions of all the Lenders under that Facility). “Funded Excluded Subsidiary” means, in respect of a Funding Passthrough, the Borrower Group Excluded Subsidiary or any person in which a member of the Borrower Group owns an interest but which is not a member of the Borrower Group which: (a) indirectly receives funding from a Borrower Holdco; and/or (b) by way of dividend or other distribution, loan or payment of interest on or the repayment of the principal amount of any indebtedness owed by it, directly or indirectly, makes a payment to a Borrower Holdco. “Funding Passthrough” means a series of transactions between a Borrower Holdco, one or more members of the Borrower Group and a Funded Excluded Subsidiary where: (a) in the case of funding being provided by a Borrower Holdco to the Funded Excluded Subsidiary, that funding is: (i) first made available by that Borrower Holdco to Sunrise HoldCo III by way of the subscription for new securities, capital contribution or Subordinated Shareholder Loans; and (ii) secondly (if relevant) made available by the recipient of the Funding Passthrough under (i) above, to a member of the Borrower Group (other than Sunrise HoldCo III) which may be followed by one or more transactions between members of the Borrower Group (other than Sunrise HoldCo III) and finally made available by a member of the Borrower Group (other than Sunrise HoldCo III) to the Funded Excluded Subsidiary in all such cases by way of either the subscription for new securities, the advancing of loans or capital contribution; or (b) in the case of a payment to be made by the Funded Excluded Subsidiary to a Borrower Holdco that payment is: 35 152197039_18 (i) first made by the Funded Excluded Subsidiary to a member of the Borrower Group, and thereafter is made between members of the Borrower Group (as relevant), by way of dividend or other distribution, loan or payment of interest on or the repayment of the principal amount of any indebtedness owed by such Funded Excluded Subsidiary or relevant member of the Borrower Group; and (ii) finally made by Sunrise HoldCo III to that Borrower Holdco by way of dividend or other distribution, loan or the payment of interest on or the repayment of the principal amount of any loan made by way of Subordinated Shareholder Loans. “Funding Rate” means any individual rate notified by a Lender to the Facility Agent pursuant to Clause 16.4(a)(ii) (Cost of funds). “GAAP” means generally accepted accounting principles in the United States as in effect as of the OFS Date; provided that at any date after the OFS Date, Sunrise HoldCo III may make an election to establish that “GAAP” shall mean GAAP as in effect on a date that is on or prior to the date of such election; provided further that for the purposes of Clause 21.2 (Financial information), GAAP means generally accepted accounting principles in the United States as in effect from time to time. “Group Redesignation Notice” has the meaning given to such term in Clause 21.32 (Group Redesignation). “Guaranteed Document” means each Finance Document and each Hedging Agreement. “Guarantor” means an Original Guarantor and each Additional Guarantor (including each 2025 Amendment Effective Date Guarantor) and any one of them as the context requires, provided that in either case, such person has not been released from its rights and obligations as a Guarantor hereunder pursuant to this Agreement. “Hedge Counterparty” has the meaning given to it in the Intercreditor Agreement. “Hedging Agreement” means any hedging agreement entered into by a Hedge Counterparty with a Hedging Debtor (as amended, increased or novated from time to time) including, without limitation, any Cash Flow Hedging Agreement. “Hedging Debtor” means: (a) any member of the Borrower Group or the UGCE Borrower Group; (b) Sunrise HoldCo III Holdco; (c) any Permitted Affiliate Holdco; or (d) any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt, in each case that enters into a Hedging Agreement. 36 152197039_18 “Historic Primary Term Rate” means, in relation to any Term Rate Advance, the most recent applicable Primary Term Rate for a period equal in length to the Interest Period of that Term Rate Advance and which is as of a day which is no more than 30 days before the Quotation Date. “Holdco Debt” means any Financial Indebtedness of Sunrise HoldCo III Holdco, any Permitted Affiliate Holdco and, in each case, one or more of their Subsidiaries (other than a member of the Borrower Group) in the form of: (a) Senior Unsecured Notes; and/or (b) any Financial Indebtedness incurred after the 2016 First Amendment Effective Date, where the incurrence of such Financial Indebtedness would not result in the pro forma ratio (giving effect to such incurrence and the ultimate use of proceeds thereof, which shall not include any cash balances resulting from such incurrence) on the Quarter Date prior to such incurrence (giving pro forma effect to any movement of cash out of the Borrower Group since such date pursuant to any Permitted Payments) of Total Net Debt to Annualised EBITDA being greater than 5.50:1 following such incurrence, provided that, in respect of any such Financial Indebtedness incurred after the 2016 First Amendment Effective Date, such Financial Indebtedness is designated as “Holdco Debt” by written notice from Sunrise HoldCo III to the Facility Agent and the Security Agent by the date when the consolidated financial statements are due to be provided pursuant to Clause 21.2 (Financial information) for the first full Financial Quarter after such incurrence. “Holding Company” means, in relation to a person, a person of which that other person is a Subsidiary. “Holding Company Expenses” means: (a) costs (including all professional fees and expenses) incurred by any Parent or any Subsidiary of a Parent in connection with reporting obligations under or otherwise incurred in connection with compliance with applicable laws, applicable rules or regulations of any governmental, regulatory or self- regulatory body or stock exchange, this Agreement or any other agreement or instrument relating to Financial Indebtedness of any Parent and its Subsidiaries from time to time; (b) indemnification obligations of a Parent or any Subsidiary of a Parent owing to directors, officers, employees or other persons under its charter or by-laws or pursuant to written agreements with any such person with respect to its ownership of Sunrise HoldCo III, any Permitted Affiliate Parent or any Subsidiary of a Parent or the conduct of the business of the Borrower Group; (c) obligations of a Parent or any Subsidiary of a Parent in respect of director and officer insurance (including premiums therefor) with respect to ownership of Sunrise HoldCo III, any Permitted Affiliate Parent or any Subsidiary of a Parent or the conduct of the business of the Borrower Group;


 
37 152197039_18 (d) general corporate overhead expenses, including professional fees and expenses and other operational expenses of a Parent or any Subsidiary of a Parent related to the ownership, stewardship or operation of the business of Sunrise HoldCo III or any member of the Borrower Group, including acquisitions, dispositions or treasury transactions by a member of the Borrower Group permitted hereunder (whether or not successful) in each case, to the extent such costs, obligations and/or expenses are not paid by another Subsidiary of such Parent; and (e) fees and expenses payable by any Parent in connection with a Post-Closing Reorganisation and/or a Permitted Tax Reorganisation. “IFRS” means the accounting standards issued by the International Accounting Standards Board and its predecessors as in effect as of the OFS Date; provided that at any date after the OFS Date, Sunrise HoldCo III may make an election to establish that “IFRS” shall mean IFRS as in effect on a date that is on or prior to the date of such election; provided further that for the purposes of Clause 21.2 (Financial information), IFRS means the accounting standards issued by the International Accounting Standards Board and its predecessors as in effect from time to time. “Impaired Agent” means the Facility Agent at any time when: (a) it has failed to make (or has notified a Finance Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment; (b) it otherwise rescinds or repudiates a Finance Document; (c) (if the Facility Agent is also a Lender) it is a Defaulting Lender under paragraph (a), (b) or (c) of the definition of “Defaulting Lender”; or (d) an Insolvency Event has occurred and is continuing with respect to the Facility Agent, unless, in the case of paragraph (a) above: (i) its failure to pay is caused by: (A) administrative or technical error; or (B) a Disruption Event, and payment is made within three Business Days of its due date; or (ii) the Facility Agent is disputing in good faith whether it is contractually obliged to make the payment in question. “Increase Confirmation” means a confirmation substantially in the form set out in Schedule 8 (Form of Increase Confirmation). “Increase Lender” has the meaning set out in Clause 2.3(a) (Increase). 38 152197039_18 “Initial Additional Facility Lender” means a person which becomes a Lender under an Additional Facility pursuant to Clause 2.4 (Additional Facilities). “Initial Public Offering” means an equity offering of common stock or other common equity interests of Sunrise HoldCo III, any Permitted Affiliate Parent or any Parent (the “IPO Entity”) following which there is a Public Market and, as a result of which, the shares of the common stock or other common equity interests of the IPO Entity in such offering are listed on an internationally recognised exchange or traded on an internationally recognised market. “Insolvency Event” in relation to a Finance Party or a Holding Company of that Finance Party means that the Finance Party or its Holding Company (as applicable): (a) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (b) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (c) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (d) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding- up or liquidation by it or such regulator, supervisor or similar official; (e) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding- up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person not described in paragraph (d) above and: (i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or (ii) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (f) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (g) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person described in paragraph (d) above); 39 152197039_18 (h) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (i) has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009; or (j) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (i) above. “Intellectual Property Rights” means all know-how, patents, trade marks, designs and design rights, trading names, copyrights (including any copyright in computer software), database rights and other intellectual property rights anywhere in the world (in each case whether registered or not and including all applications for the same). “Intercreditor Agreement” means: (a) the security deed dated 16 January 2004 between, among others, each Obligor, the Facility Agent, the Security Agent, the Lenders, the high yield hedging banks and each Subordinated Creditor, as such security deed is amended and restated from time to time including, without limitation, on the 2016 ICA Amendment Effective Date and includes each Deed of Accession (as defined in the Intercreditor Agreement) entered into in relation to such security deed; or (b) any supplemental intercreditor agreement (including any deeds of accession thereunder) entered into from time to time on substantially the same terms as the security deed referred to in paragraph (a) above or on terms which are otherwise satisfactory to the Facility Agent (acting reasonably). “Interest” has the meaning given to such term in Clause 22.1 (Financial definitions). “Interest Period” means each period determined in accordance with Clause 13.1 (Selection of Interest Periods). “Interpolated Alternative Term Rate” means, in relation to any Term Rate Advance, the rate (rounded to the same number of decimal places as the two relevant Alternative Term Rates) which results from interpolating on a linear basis between: (a) the applicable Alternative Term Rate (as of the Quotation Time) for the longest period (for which that Alternative Term Rate is available) which is less than the Interest Period of that Term Rate Advance; and (b) the applicable Alternative Term Rate (as of the Quotation Time) for the shortest period (for which that Alternative Term Rate is available) which exceeds the Interest Period of that Term Rate Advance. 40 152197039_18 “Interpolated Historic Primary Term Rate” means, in relation to any Term Rate Advance, the rate (rounded to the same number of decimal places as the two relevant Primary Term Rates) which results from interpolating on a linear basis between: (a) the most recent applicable Primary Term Rate (as of a day which is not more than 30 days before the Quotation Date) for the longest period (for which that Primary Term Rate is available) which is less than the Interest Period of that Term Rate Advance; and (b) the most recent applicable Primary Term Rate (as of a day which is not more than 30 days before the Quotation Date) for the shortest period (for which that Primary Term Rate is available) which exceeds the Interest Period of that Term Rate Advance. “Interpolated Primary Term Rate” means, in relation to any Term Rate Advance, the rate (rounded to the same number of decimal places as the two relevant Primary Term Rates) which results from interpolating on a linear basis between: (a) the applicable Primary Term Rate (as of the Quotation Time) for the longest period (for which that Primary Term Rate is available) which is less than the Interest Period of that Term Rate Advance; and (b) the applicable Primary Term Rate (as of the Quotation Time) for the shortest period (for which that Primary Term Rate is available) which exceeds the Interest Period of that Term Rate Advance. “Intra-Group Services” means any of the following (provided that the terms of each such transaction are not materially less favourable, taken as a whole, to any member of the Borrower Group, as the case may be, than those that could be obtained in a comparable transaction in arm’s length dealings with a person that is not an Affiliate of Sunrise HoldCo III (or, in the event that there are no comparable transactions to apply for comparative purposes, is otherwise on terms that, taken as a whole, Sunrise HoldCo III or any Permitted Affiliate Parent has conclusively determined in good faith to be fair to that member of the Borrower Group)): (a) the sale of programming or other Content by any member(s) of the Wider Group to one or more members of the Borrower Group; (b) the lease or sublease of office space, other premises or equipment by one or more members of the Borrower Group to one or more members of the Wider Group or by one or more members of the Wider Group to one or more members of the Borrower Group; (c) the provision or receipt of other goods, services, facilities or other arrangements (in each case not constituting Financial Indebtedness) in the ordinary course of business, by or from one or more members of the Borrower Group to or from one or more members of the Wider Group including, without limitation: (i) the employment of personnel; (ii) provision of employee healthcare or other benefits, including stock and other incentive plans;


 
41 152197039_18 (iii) acting as agent to buy or develop equipment, other assets or services or to trade with residential or business customers; and (iv) the provision of treasury, audit, accounting, banking, strategy, IT, branding, marketing, network, technology, research and development, installation and customer service, telephony, office, administrative, compliance, payroll or other similar services; and (d) the extension by or to any member of the Borrower Group to or by any such member of the Wider Group of trade credit not constituting Financial Indebtedness in relation to the provision or receipt of Intra-Group Services referred to in paragraph (a), (b) or (c) above. “Investment” means, with respect to any person, all investments by such person in other persons (including Affiliates) in the form of any direct or indirect advance, loan (other than advances or extensions of credit to customers in the ordinary course of business) or other extensions of credit (including by way of guarantee or similar arrangement, but excluding any debt or extension of credit represented by a bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Financial Indebtedness or other similar instruments issued by, such person and all other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. “IPO Market Capitalisation” means an amount equal to (a) the total number of issued and outstanding shares of Capital Stock of the IPO Entity at the time of closing of the Initial Public Offering multiplied by (b) the price per share at which such shares of common stock or common equity interests are sold or distributed in such Initial Public Offering. “IRU Contract” means a contract entered into by Sunrise HoldCo III, any Permitted Affiliate Parent, or any member of the Borrower Group in the ordinary course of business in relation to the right to use capacity on a telecommunications cable system (including the right to lease such capacity to another person). “Joint Venture” means any joint venture, partnership or similar arrangement between any member of the Borrower Group and any other person that is not a member of the Borrower Group. “Joint Venture Parent” means the joint venture entity formed in a Parent Joint Venture Transaction. “L/C Bank” means any Lender which has been appointed as an L/C Bank in accordance with Clause 6.11 (Appointment and Change of L/C Bank) and which has not resigned in accordance with paragraph (c) of Clause 6.11 (Appointment and Change of L/C Bank). “L/C Bank Accession Certificate” means a duly completed accession certificate substantially in the form set out in Schedule 6 (Form of L/C Bank Accession Certificate). 42 152197039_18 “L/C Lender” has the meaning set out in Clause 6.1(b) (Issue of Documentary Credits). “L/C Proportion” means: (a) in relation to a Lender in respect of any Documentary Credit issued under an Additional Facility and save as otherwise provided in this Agreement, the proportion (expressed as a percentage) borne by such Lender’s Available Additional Facility Commitment in relation to that Additional Facility to the aggregate of all Available Additional Facility Commitments in relation to that Additional Facility, in each case, immediately prior to the issue of such Documentary Credit; and (b) in relation to a Lender in respect of any Documentary Credit issued under a Revolving Facility and save as otherwise provided in this Agreement, the proportion (expressed as a percentage) borne by such Lender’s Available Revolving Facility Commitment to the Available Revolving Facility, in each case, immediately prior to the issue of such Documentary Credit. “Law” means: (a) common or customary law; (b) any constitution, decree, judgment, legislation, order, ordinance, regulation, statute, treaty or other legislative measure in any jurisdiction; and (c) any directive, regulation, practice, requirement which has the force of law and which is issued by any governmental body, agency or department or any central bank or other fiscal, monetary, regulatory, self-regulatory or other authority or agency. “Lease Obligations” means collectively obligations under any finance, capital or operating lease in accordance with GAAP. “Legal Reservations” means: (a) the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court, the principle of reasonableness and fairness, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, court protection, examinership, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors; (b) the time barring of claims under applicable limitation laws, the possibility that an undertaking to assume liability for or to indemnify a person against non- payment of stamp duty may be void and defences of set-off or counterclaim; and (c) any other general principles which are set out as qualifications or reservations as to matters of law in any legal opinion delivered under any Finance Document including (whether or not set out in such legal opinion) the qualification that security purporting to create fixed charges may create floating charges. 43 152197039_18 “Lender” means: (a) an Initial Additional Facility Lender, each Revolving Facility Lender; (b) any person which has become a Party as a “Lender” in accordance with Clause 2.3 (Increase); and (c) any person (including each L/C Bank and each Ancillary Facility Lender) which becomes a Lender after the Signing Date in accordance with this Agreement, which in each case has not ceased to be a Lender in accordance with the terms of this Agreement. “Lender Asset Security Release Confirmation” means a notice delivered from the Facility Agent to the Lenders confirming that the consents required under Clause 29 (Amendments and Waivers) to release all of the Security other than (i) that referred to in paragraph (b) of the definition of “80% Security Test” and (ii) any Security provided over any account in connection with a Borrower providing cash cover for a Documentary Credit or an Ancillary Facility pursuant to Clause 6.9(a) (Cash Cover by Borrower) and Clause 1.2(a)(iv) (Construction), have been obtained. “Lending Transaction” has the meaning given to such term in Clause 21.15(r). “LGEF” means: (a) Sunrise HoldCo V B.V. (formerly known as Liberty Global Europe Financing B.V.), a private limited liability company incorporated under the laws of The Netherlands under company registration number 33201321 and, as of the Signing Date, with its registered office at Amsterdam and its business office at Boeingavenue 53, 1119 PE Schiphol Rijk, The Netherlands; and (b) if the person referred to in paragraph (a) above: (i) consolidates with or merges with any other person or persons; or (ii) directly or indirectly, sells, leases, conveys or transfers all or substantially all of its assets to any other person or persons, the successor person formed by such consolidation or into which such person is merged or to which such conveyance, transfer or lease is made. “LGEF Subsidiary” means: (a) any corporation, association or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50 per cent. of the total ordinary voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof (or persons performing similar functions); or (b) any partnership, joint venture limited liability company or similar person of which more than 50 per cent. of the capital accounts, distribution rights, total 44 152197039_18 equity and voting interests or general or limited partnership interests, as applicable, is at the time owned or controlled, directly indirectly, by: (i) LGEF; (ii) LGEF and one or more LGEF Subsidiaries; or (iii) one or more LGEF Subsidiaries. For the purposes of the above definition: (A) “Capital Stock” of any LGEF Subsidiary means any and all shares, interests, rights to purchase, warrants, options, participation or other equivalents of or interests in (however designated) equity of such LGEF Subsidiary, including any Preferred Stock, but excluding any debt securities convertible into such equity; and (B) “Preferred Stock”, as applied to the Capital Stock of any LGEF Subsidiary, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such LGEF Subsidiary, over shares of Capital Stock of any other class of such LGEF Subsidiary. “Licence” means each approval, consent, authorisation and licence from, and all filings, registrations and agreements with any governmental or regulatory authority, in each case granted, issued, made or entered into pursuant to any Telecommunications and Cable Law necessary in order to enable each member of the Borrower Group to carry on its business as may be permitted by the terms of this Agreement. “Limited Condition Transaction” means (i) any investment or acquisition, in each case, by a member of the Borrower Group of any assets, business or person, the consummation of which is not conditional on the availability of, or on obtaining, third party finance, (ii) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Financial Indebtedness requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment and (iii) any Restricted Payment. “Limited Recourse” means a letter of credit, revolving loan commitment, cash collateral account, guarantee or other credit enhancement issued by any member of the Borrower Group (other than an Asset Securitisation Subsidiary) in connection with the incurrence of Financial Indebtedness by an Asset Securitisation Subsidiary in relation to an asset securitisation programme or programmes or one or more receivables factoring transactions; provided that, the aggregate amount of such letter of credit reimbursement obligations and the aggregate available amount of such revolving loan commitments, cash collateral accounts, guarantees or other such credit enhancements of members of the Borrower Group (other than an Asset Securitisation Subsidiary) shall not exceed 25 per cent. of the principal amount of such Financial Indebtedness at any time.


 
45 152197039_18 “Liquidation Transfer” has the meaning given to such term in Clause 21.29 (Internal Reorganisations). “LMA” means the Loan Market Association. “Lookback Period” means the number of days specified as such in the applicable Reference Rate Terms. “LSTA” means the Loan Syndications & Trading Association. “Maintenance Covenant Revolving Facilities” means: (a) the Revolving Facility; and (b) any Additional Revolving Facilities which are designated by Sunrise HoldCo III as such by notice in writing to the Facility Agent (including in the relevant Additional Facility Accession Agreement) at any time to have the benefit of Clause 22.2 (Financial Ratio). “Majority Acquisition” has the meaning given in paragraph (b) of the definition of Permitted Acquisition. “Majority Lenders” means, at any time Lenders the aggregate of whose undrawn Commitments (translated into Euros, where such Additional Facility Commitment is denominated in US Dollars or an Additional Currency on the basis of the Agent’s Spot Rate of Exchange on the date of the Additional Facility Accession Agreement) and participations in outstanding Utilisations (calculated by reference to the Euro Amounts of such Utilisations) exceeds 50 per cent. of the aggregate undrawn Total Commitments and the Euro Amount of outstanding Utilisations calculated in accordance with Clause 29.5 (Calculation of Consent). “Management Fees” means any management, consultancy, stewardship or other similar fees payable by any member of the Borrower Group to any Restricted Person, including any fees, charges and related expenses incurred by any Parent on behalf of and/or charged to any member of the Borrower Group. “Margin” means: (a) in relation to an Additional Facility, the amount specified in and, if applicable, adjusted in accordance with the Additional Facility Accession Agreement; and (b) in relation to the Revolving Facility, the Revolving Facility Margin. “Margin Regulations” means Regulation T, Regulation U and Regulation X issued, in each case, by the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or any portion thereof. “Margin Stock” means “margin stock” or “margin securities” as defined in the Margin Regulations. “Market Capitalisation” means an amount equal to (a) the total number of issued and outstanding shares of Capital Stock of the IPO Entity on the date of the declaration of 46 152197039_18 the relevant dividend, multiplied by (b) the arithmetic mean of the closing prices per share of such Capital Stock for the 30 consecutive trading days immediately preceding the date of the declaration of such dividend. “Marketable Securities” means any security which is listed on any publicly recognised stock exchange and which has, or is issued by a person which has, a capitalisation of not less than CHF 210,000,000 (or its equivalent in other currencies) as at the time such Marketable Securities are acquired by any member of the Borrower Group by way of consideration for any disposal permitted under Clause 21.11 (Disposals). “Material Adverse Effect” means any event or circumstance which has a material adverse effect on the ability of the Obligors (taken as a whole) to perform their payment obligations under any of the Finance Documents. “Material Subsidiary” means any Subsidiary of Sunrise HoldCo III or any Subsidiary of any Permitted Affiliate Parent (in each case, other than a Borrower Group Excluded Subsidiary) which accounts for more than five per cent. on an unconsolidated basis of consolidated EBITDA of the Borrower Group as shown in the financial statements most recently delivered under Clause 21.2(a)(i) or 21.2(a)(ii) (Financial information) (except that for purposes of determining the consolidated EBITDA of the Borrower Group in respect of the financial statements delivered under Clause 21.2(a)(ii) (Financial information), the amount of such EBITDA shall equal two times the consolidated EBITDA of the Borrower Group during the relevant Ratio Period ending on the date to which such financial statements are prepared). If a Subsidiary which is not a Material Subsidiary on the basis of the most recent such financial statements most recently delivered receives on any date (the “Relevant Date”) a transfer of assets or the right to receive any earnings which, taken together with the existing earnings of that Subsidiary, would satisfy the test above, then that Subsidiary shall also be a Material Subsidiary on and from the Relevant Date. If a Material Subsidiary disposes of any assets or the right to receive any earnings such that it would on the basis of the most recent such financial statements most recently delivered cease to be a Material Subsidiary, then it shall be excluded as a Material Subsidiary on and from the date it makes such disposal. “Maturing Advance” has the meaning given to such term in Clause 9.2 (Rollover). “Methodology Supplement” means, in relation to the Daily Non-Cumulative Compounded RFR Rate or any other applicable rate, a document which: (a) is agreed in writing by Sunrise HoldCo III and the Facility Agent (acting in its sole discretion and, for the avoidance of doubt, without any requirement to consult with or seek any consent or instruction from the Lenders or any other Finance Party); (b) specifies a calculation methodology for that rate; and (c) has been made available to each Finance Party. 47 152197039_18 “Mid-Interest Period Transfer” means an assignment, transfer or novation by an Existing Lender of all or any of its rights and/or obligations in respect of an Advance under this Agreement in accordance with Clause 30.3 (Transfers by Lenders) where such assignment, transfer or novation: (a) includes the assignment or transfer of the right to receive an amount of principal and interest under this Agreement; and (b) is made on a day other than the last day of an Interest Period. “Moody’s” means Moody’s Investors Service, Inc. or any successor thereof, or any of its affiliates. “Necessary Authorisations” means all material approvals, consents, authorisations and licences (other than the Licences) from, all rights granted by and all filings, registrations and agreements with, any government or other regulatory authority necessary in order to enable each member of the Borrower Group to carry on its business as may be permitted by the terms of this Agreement as carried on by it at the relevant time. “Net Cash Proceeds” means, with respect to any issuance or sale of Capital Stock, Subordinated Shareholder Loans or other capital contributions, the Cash proceeds of such issuance or sale net of legal fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commission and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements). “Net Proceeds” means the aggregate cash (or cash equivalent) proceeds received by any member of the Borrower Group in consideration for or otherwise in respect of a relevant disposal, net of all Taxes applicable on, or to any gain resulting from, that disposal and of all costs, fees and expenses properly incurred by continuing members of the Borrower Group in arranging and effecting that disposal. “New Equity” means a subscription for capital stock of Sunrise HoldCo III or any other form of equity contribution to a member of the Borrower Group, in each case, where such subscription or contribution does not result in a Change of Control and is provided by a member of the Wider Group. “New Group Topco” means any Holding Company of Sunrise HoldCo III and/or any Holding Company of any Permitted Affiliate Parent designated as such in a Group Redesignation Notice. “New Lender” has the meaning given to such term in Clause 30.3 (Transfers by Lenders). “Non-Acceptable L/C Lender” means a Lender under a Revolving Facility or an Additional Revolving Facility which the Facility Agent has determined: (a) is not an Acceptable Bank within the meaning of paragraph (a) of the definition of “Acceptable Bank” (other than a Lender which each L/C Bank has agreed is acceptable to it notwithstanding that fact, a 2016 First Amendment Effective 48 152197039_18 Date Lender or any Affiliate of a 2016 First Amendment Effective Date Lender); (b) is a Defaulting Lender; or (c) has failed to make (or has notified the Facility Agent or Sunrise HoldCo III (which has notified the Facility Agent) that it will not make) a payment to be made by it under Clause 24.12 (Indemnities) or any other payment to be made by it under the Finance Documents to or for the account of any other Finance Party in its capacity as Lender by the due date for payment unless the failure to pay falls within the description of any of those items set out at (i) or (ii) of the definition of “Defaulting Lender”. “Non-Consenting Lender” is a Lender which does not agree to a consent to an amendment to, or a waiver of, any provision of the relevant Finance Documents where: (a) Sunrise HoldCo III or the Facility Agent has requested the Lenders to consent to an amendment to, or waiver, of any provision of the Finance Documents; (b) the consent or amendment in question requires the agreement of the Lenders affected thereby pursuant to Clause 29.2 (Exceptions) (and such Lender is one of the Lenders affected thereby); (c) Lenders representing not less than 80 per cent. of the Commitments or Outstandings, as the case may be, of the Lenders affected thereby have agreed to such consent or amendment; and (d) Sunrise HoldCo III has notified the Lender it will treat it as a Non-Consenting Lender. “Non-Distribution Business Assets” has the meaning given to such term in Clause 21.11(b)(xxxiv) (Disposals). “Non-Funding Lender” is either: (a) a Lender which fails to comply with its obligation to participate in any Utilisation where: (i) all conditions to the relevant Utilisation (including without limitation, delivery of a Request) have been satisfied or waived by the Majority Lenders in relation to the Facility in respect of that Utilisation in accordance with the terms of this Agreement; (ii) Lenders representing not less than 80 per cent. of the relevant Commitments have agreed to comply with their obligations to participate in such Utilisation; and (iii) Sunrise HoldCo III has notified the Lender that it will treat it as a Non- Funding Lender;


 
49 152197039_18 (b) a Lender which has given notice to a Borrower or the Facility Agent that it will not make, or it has disaffirmed or repudiated any obligation to participate in, an Utilisation; or (c) a Defaulting Lender. “Novation Certificate” has the meaning given to such term in Clause 30.4(a)(i) (Procedure for novations). “Obligor” means a Borrower or a Guarantor. “Obligor Accession Agreement” means a deed in the form of Part 3 of Schedule 4 (Obligor Accession Agreement), with such amendments as the Facility Agent may approve or reasonably require (including, without limitation, any limitation on the obligations of the relevant Additional Guarantor which has been approved by the Facility Agent pursuant to Clause 30.8(a)(vi) (Additional Obligors)). “Obligor Pledge of Shareholder Loans” means the deeds of pledge of shareholder loans entered into between certain Obligors and the Security Agent listed in paragraphs 3(a), (c), (d), (e), (f) and (g) of Schedule 5 (Security Documents) and any other deed of pledge of shareholder loans in substantially the same form entered into by an Obligor pursuant to any such deed of pledge or Clause 21.15(a) (Loans and guarantees) or Clause 30.8 (Additional Obligors). “Obligors’ Framework Agreement” means the Framework Agreement (as defined in any Obligor Pledge of Shareholder Loans). “OFS Date” means the date on which the Original Borrower Group Financial Statements were prepared. “Operational Expenditure” means any expenditure which is or will be treated as operational expenditure in the financial statements of the Borrower Group prepared in accordance with the Relevant Accounting Principles and delivered to the Facility Agent pursuant to Clause 21.2 (Financial information). “Optional Currency” means, in relation to any Utilisation, any currency other than Euros, US Dollars and Swiss Francs: (a) which is readily available to banks in the London interbank market, and is freely convertible into Euros in the Relevant Market at the Specified Time (in the case of a Term Rate Advance) and on the Utilisation Date for the relevant Utilisation; (b) which has been approved by the Facility Agent (acting on the instructions of all the affected Lenders in relation to that Utilisation) on or prior to receipt by the Facility Agent of the relevant Request; and (c) for which there are Reference Rate Terms. “Original Borrower Group Financial Statements” means the financial statements of the Borrower Group for the Accounting Period ended 31 March 2003 (comprising the unaudited compiled financial statements of each of the Obligors for the Accounting Period ended 31 March 2003 and a combination of those financial statements). 50 152197039_18 “Original Revolving Facility Margin” means 2.00 per cent. per annum. “Outstanding L/C Amount” means each sum paid or payable by an L/C Bank to a Documentary Credit Beneficiary pursuant to the terms of a Documentary Credit which has not been reimbursed or in respect of which cash cover has not been provided by or on behalf of a relevant Borrower. “Outstandings” means, at any time and without double counting, the aggregate principal amount of: (a) any Advances outstanding under this Agreement; (b) each Lender under the relevant Revolving Facility’s participation in an Outstanding L/C Amount; (c) each Additional Facility Lender’s participation in an Outstanding L/C Amount; (d) any Ancillary Facility Outstandings; and (e) any Revolving Facility Outstandings. “Paper Form Lender” has the meaning given to such term in Clause 37.3(b) (Use of Websites/E-mail). “Parent” means: (a) the Ultimate Parent; (b) any Subsidiary of the Ultimate Parent of which Sunrise HoldCo III or any Permitted Affiliate Parent is a Subsidiary (including, for the avoidance of doubt, the Spin Parent and any Subsidiary of the Spin Parent following any Spin-Off); and (c) any Joint Venture Parent, any Subsidiary of the Joint Venture Parent and any Parent Joint Venture Holders following any Parent Joint Venture Transaction. “Parent Joint Venture Holders” means the holders of the share capital of the Joint Venture Parent. “Parent Joint Venture Transaction” means a transaction pursuant to which a joint venture is formed by the contribution of some or all of the assets of a Holding Company of any member of the Borrower Group or issuance or sale of shares of a Holding Company of any member of the Borrower Group to one or more persons which are not Affiliates of the Ultimate Parent. “Pari Passu Debt Documents” has the meaning given to such term in the Intercreditor Agreement. “Participating Member State” means any member state of the European Union that at the relevant time has the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union. 51 152197039_18 “Party” means a party to this Agreement. “Patriot Act” means the USA Patriot Act (Title 111 of Pub. L. 107-65 (signed into law October 26, 2001)). “Paying Lender” has the meaning given to such term in Clause 7.3 (Ancillary Facility Default). “Permitted Acquisition” means: (a) any Acquisition of a member of the Borrower Group by any other member of the Borrower Group as part of the solvent reorganisation of the Borrower Group; (b) any Acquisition where, upon completion of the Acquisition, the person acquired will be a Subsidiary of Sunrise HoldCo III or a Subsidiary of any Permitted Affiliate Parent or where Sunrise HoldCo III or one of its Subsidiaries or any Permitted Affiliate Parent or one of its Subsidiaries which is a member of the Borrower Group will own directly or indirectly greater than a 50 per cent. interest in the asset or assets constituting the acquired business (a “Majority Acquisition”) and where the business of the acquired person or the business acquired, as the case may be, is substantially of the same nature as the Business; (c) any Acquisition of further share capital (or equivalent) of a person which was a member of the Borrower Group immediately prior to the completion of the Acquisition; (d) any Acquisition by a member of the Borrower Group for the purposes of a solvent reorganisation of the Borrower Group where the Acquisition is of share capital or equivalent of a person which: (i) has not traded and does not own any assets; or (ii) is a dormant Subsidiary of the Ultimate Parent, and in each case, which has no liabilities; (e) the purchase of or investment in Cash Equivalent Investments (including without limitation by way of consideration in respect of any disposal as contemplated in Clause 21.11 (Disposals) and subject to the conditions set out therein) or Marketable Securities; (f) the incorporation of a company or the acquisition of an “off-the-shelf” company which is or becomes a member of the Borrower Group; (g) any acquisition by any member of the Borrower Group in connection with a disposal permitted by the provisions of Clause 21.11 (Disposals) and any acquisition or subscription by a member of the Borrower Group of shares issued by a Subsidiary of Sunrise HoldCo III or a subsidiary of any Permitted Affiliate Parent which in any such case, is a member of the Borrower Group which will, after the acquisition of such shares become a wholly-owned direct or indirect Subsidiary of Sunrise HoldCo III or a Subsidiary of any Permitted Affiliate 52 152197039_18 Parent as the case may be, provided that if the other shares of such Subsidiary are subject to existing Security and if such shares are required to remain subject to Security in order to comply with this Agreement either (i) such newly issued shares shall also be subject to Security (in form and substance substantially similar to any existing Security or otherwise in such form and substance as may be reasonably required by the Facility Agent) upon their issue or (ii) such shares shall be made subject to Security (in form and substance substantially similar to any existing Security or otherwise in such form and substance as may be reasonably required by the Facility Agent) within 60 days of their issue; (h) any acquisition made by a member of the Borrower Group pursuant to the implementation of an Asset Passthrough or a Funding Passthrough; (i) any acquisition by a member of the Borrower Group of any loan receivable, security or other asset by way of capital contribution or in consideration of the issue of any securities or of Subordinated Shareholder Loans; (j) the acquisition of any leasehold interest in any assets which are the subject of a sale and lease back permitted under Clause 21.11(b) (Disposals); (k) any acquisition arising from the conversion of any company (the “Original Company”) from one form of organisation into another form of organisation provided that (i) if, prior to the time of such conversion, the Security Agent has the benefit of Security over the shares of such Original Company or such Original Company is an Obligor, then Sunrise HoldCo III shall, in the event that it is required by the 80% Security Test, ensure that the Security Agent is, within 60 days of the date of such conversion, provided with Security over the equivalent ownership interests in, and substantially all of the assets of, the converted organisation of at least equivalent nature and ranking to the Security previously provided by the Original Company and (ii) the Security Agent is satisfied that any possibility of such additional Security being challenged or set aside is not materially greater than any such possibility in relation to the Security entered into by or in respect of the share capital of the Original Company; (l) investments in any Asset Securitisation Subsidiary in connection with any asset securitisation programme or receivables factoring transaction that is reasonably necessary or advisable (in the reasonable judgment of the board of directors or governing body of the relevant person) to effect such asset securitisation programme or receivables factoring transaction; (m) any Permitted Transaction; (n) any purchase or acquisition of assets in the ordinary course of business; (o) any purchase or acquisition of further share capital or equivalent in any person in respect of which a member of the Borrower Group owns an interest of 50 per cent. or less in the share capital or equivalent of such person; (p) any acquisition of tax losses pursuant to sub-paragraphs (xxvii) and (xxxvii) of the definition of Permitted Payments;


 
53 152197039_18 (q) the acquisition of shares or other interests representing a nominal or non- substantial part of the share capital of a person which is not a member of the Borrower Group, provided that such person is a Subsidiary of Sunrise HoldCo III Holdco; (r) the acquisition of shares or other interests in any person pursuant to a merger, demerger, partial demerger, contribution, spin off, distribution or similar transaction, provided that such transaction is permitted under the Finance Documents; (s) any acquisition by any member of the Borrower Group of any Senior Unsecured Notes provided that an amount equal to the purchase price paid for the acquisition of any such Senior Unsecured Notes could have been used by such member of the Borrower Group to fund a Permitted Payment and provided further that to the extent any such acquisition is made in reliance on any basket amount provided for under the definition of “Permitted Payment”, such amount shall be reduced by an amount equal to the consideration paid for such acquisition; (t) any acquisition permitted by the Majority Lenders; and (u) acquisitions which are not otherwise permitted under the definition of Permitted Acquisition provided that the aggregate consideration paid in respect of such acquisitions does not exceed the greater of CHF 300,000,000 and 5.00% of Total Assets in any financial year. All references in this definition to Swiss Francs or CHF shall, where applicable, mean the equivalent in any other currency, converted to Swiss Francs, based on the Agent’s Spot Rate of Exchange at the relevant time. “Permitted Affiliate Group Designation Date” means any date on which the Facility Agent provides confirmation to Sunrise HoldCo III that the conditions set out in Clause 30.7 (Permitted Affiliate Group Designation) are satisfied. “Permitted Affiliate Holdco” means the immediate Holding Company of any Permitted Affiliate Parent and any other Holding Company of any Permitted Affiliate Parent that is an issuer of, or has otherwise incurred, Holdco Debt and, in each case, which is a Subsidiary of the Common Holding Company. “Permitted Affiliate Parent” has the meaning given to such term in Clause 30.7 (Permitted Affiliate Group Designation). “Permitted Borrower Group Guarantee Facilities” means the guarantee facilities under which Sunrise HoldCo III and/or any of its Subsidiaries can draw guarantees up to a maximum aggregate principal amount of CHF 50,000,000. “Permitted Borrower Group Revolving Credit Facility” means the revolving credit facility to be entered into after the date of the Amendment Agreement by Sunrise HoldCo III as borrower, under which Sunrise HoldCo III can borrow revolving advances for general corporate and working capital purposes of the Borrower Group up to a maximum principal amount of CHF 10,000,000. 54 152197039_18 “Permitted Business Division Transaction” means a Business Division Transaction provided that after giving pro forma effect thereto, an Obligor could incur at least CHF 1.00 of additional Financial Indebtedness pursuant to sub-paragraph (xxii) of the definition of Permitted Financial Indebtedness. “Permitted Credit Facility” means one or more of any Facility or any other debt facilities, notes, bonds, debentures or arrangements that may be entered into by any member of the Borrower Group providing for credit, loans, letters of credit, notes, bonds, debentures or other indebtedness or other advances, in each case, incurred in compliance with this Agreement. “Permitted Disposal” has the meaning given to such term in Clause 21.11(b) (Disposals). “Permitted Financial Indebtedness” has the meaning given to such term in Clause 21.13(b) (Restrictions on Financial Indebtedness). “Permitted Financing Action” means, to the extent that any incurrence of Financial Indebtedness is permitted under Clause 21.13 (Restrictions on Financial Indebtedness), any transaction to facilitate or otherwise in connection with a cashless rollover of any Commitment or participation in any Utilisation in relation to the incurrence of that Financial Indebtedness. “Permitted Joint Venture” means: (a) any Acquisition referred to in paragraph (a) of the definition of “Permitted Acquisition” and any Acquisition as a result of a reorganisation of a person that is not a Subsidiary of Sunrise HoldCo III or a Subsidiary of any Permitted Affiliate Parent but in which a member of the Borrower Group has an interest, provided that such reorganisation does not result in an overall increase in the value of the Borrower Group’s interest in that person, other than adjustments to the basis of any member of the Borrower Group’s interest in accordance with the Relevant Accounting Principles; or (b) any Acquisition where, upon completion of the Acquisition, the person acquired will not be a Subsidiary of Sunrise HoldCo III or a Subsidiary of any Permitted Affiliate Parent or where Sunrise HoldCo III or one of its Subsidiaries or any Permitted Affiliate Parent or one of its Subsidiaries which is a member of the Borrower Group will own directly or indirectly no more than a 50 per cent. interest in the asset or assets constituting the acquired business and where the business of the acquired person or the business acquired, as the case may be, is of substantially the same nature as the Business. “Permitted Payment” has the meaning given to such term in Clause 21.14(c) (Restricted Payments). “Permitted Security Interest” means: (a) any Security Interest arising hereunder or under any Senior Secured Finance Document, which is subject to the terms of the Intercreditor Agreement; 55 152197039_18 (b) any Security Interest which arises by operation of law or by a contract having a similar effect or under an escrow arrangement required by a trading counterparty of any member of the Borrower Group and in each case arising or entered into the ordinary course of business of the relevant member of the Borrower Group; (c) any Security Interest arising under any Existing Security Document; (d) any liens arising in the ordinary course of business by way of contract which secures indebtedness under any agreement for the supply of goods or services in respect of which payment is not deferred for more than 180 days (or 360 days if such deferral is in accordance with the terms pursuant to which the relevant goods were acquired or services provided); (e) any Security Interest imposed by any taxation or governmental authority in respect of amounts which are being contested in good faith and not yet payable and for which adequate reserves have been set aside in the books of the Borrower Group (or, as the case may be, Sunrise HoldCo III Holdco) in respect of the same in accordance with the Relevant Accounting Principles; (f) any Security Interest which arises in respect of any right of set-off, netting arrangement, title transfer or title retention arrangements which: (i) arises in the ordinary course of business and/or by operation of law; (ii) is entered into by any member of the Borrower Group in the normal course of its banking arrangements for the purpose of netting debit and credit balances on bank accounts of members of the Borrower Group operated on a net balance basis (and any Security Interests over bank accounts granted in connection therewith); (iii) arises in respect of netting or set off arrangements contained in any Hedging Agreement (after the 2016 ICA Amendment Effective Date) or other hedging contract permitted by this Agreement; (iv) is entered into by any member of the Borrower Group on terms which are generally no worse than the counterparty’s standard or usual terms and entered into in the ordinary course of business of the relevant member of the Borrower Group; or (v) which is a retention of title arrangement with respect to customer premises equipment in favour of a supplier (or its Affiliate); provided that the title is only retained to individual items of customer premises equipment in respect of which the purchase price has not been paid in full; (g) any Security Interests approved in writing by the Facility Agent (acting on the instructions of the Majority Lenders); (h) any Security Interest in favour of any bank incurred in relation to any cash management arrangements; 56 152197039_18 (i) any Security Interest over or affecting any asset of, or shares in, any person which becomes a member of the Borrower Group after the Signing Date, where such Security Interest is created prior to the date on which such person becomes a member of the Borrower Group (including Security Interests created, incurred or assumed in connection with or in contemplation of the relevant acquisition or transaction and Security Interests created, incurred or assumed in connection with any Refinancing Indebtedness in respect of Financial Indebtedness pursuant to which any Security Interest over or affecting any asset of, or shares in, any person which becomes a member of the Borrower Group after the Signing Date was granted); provided, however, that such Security Interests may not extend to any other property owned by any member of the Borrower Group (other than pursuant to after-acquired property clauses in effect with respect to such Security Interests at the time of acquisition on property of the type that would have been subject to such Security Interests notwithstanding the occurrence of the relevant acquisition or transaction); (j) any Security Interest over Non-Distribution Business Assets referred to in Clause 21.13(b)(xii) (Restrictions on Financial Indebtedness), securing Financial Indebtedness described therein or any other obligation in respect of such Non-Distribution Business Assets; (k) any Security Interest arising from any Finance Leases, sale and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 21.13(b)(xviii) (Restrictions on Financial Indebtedness) or any Refinancing Indebtedness in respect of such Finance Leases, sale and leaseback arrangements or Vendor Financing Arrangements; (l) Security Interests arising under agreements entered into in the ordinary course of business relating to: (i) network leases; or (ii) the leasing of: (A) buildings; (B) cars; and (C) other operational equipment; (m) any Security Interest over or affecting any asset (including any shares) acquired by a member of the Borrower Group after the Signing Date (including Security Interests created, incurred or assumed in connection with or in contemplation of the relevant acquisition or transaction and Security Interests created, incurred or assumed in connection with any Refinancing Indebtedness in respect of Financial Indebtedness pursuant to which any Security Interest over or affecting any asset (including any shares) acquired by a member of the Borrower Group after the Signing Date was granted); provided, however, that such Security Interests may not extend to any other property owned by any member of the Borrower Group (other than pursuant to after-acquired property clauses in effect with respect to such Security Interests at the time of acquisition on property of


 
57 152197039_18 the type that would have been subject to such Security Interests notwithstanding the occurrence of the relevant acquisition or transaction); (n) any Security Interest over any property or other assets to satisfy any pension plan contribution liabilities; (o) any Security Interest constituted by a rent deposit deed entered into on arm’s length commercial terms and in the ordinary course of business securing the obligations of a member of the Borrower Group in relation to property leased to a member of the Borrower Group; (p) any Security Interest which is granted over the shares of, Financial Indebtedness owed by or other interests held in, or over the assets (including, without limitation, present or future revenues), attributable to a Borrower Group Excluded Subsidiary or a Permitted Joint Venture; (q) any Security Interest securing Financial Indebtedness arising under the Permitted Borrower Group Revolving Credit Facility or the Permitted Borrower Group Guarantee Facilities provided that any such Security Interest will constitute a Security Interest over assets that are not secured or required to be secured as at the date of the Amendment Agreement under the Finance Documents or the Existing Finance Documents; (r) any Security Interest over cash deposited as security for the obligations of a member of the Borrower Group in respect of a performance bond, guarantee, standby letter of credit or similar facility entered into in the ordinary course of business of the Borrower Group; (s) any Security Interest which is created by any member of the Borrower Group in substitution for any Security Interest under any existing Security Document, provided that the principal amount secured thereby may not be increased unless any Security Interest in respect of such increased amount would be permitted under another paragraph of this definition; (t) after the 2016 ICA Amendment Effective Date, Security Interests securing any Financial Indebtedness on a pari passu basis (to the extent that any Financial Indebtedness is permitted under the terms of this Agreement) with respect to any part of the Facilities, provided that such Financial Indebtedness constitutes Senior Liabilities (under and as defined in the Intercreditor Agreement) and: (i) the ratio of Senior Net Debt to Annualised EBITDA (giving pro forma effect to any such Financial Indebtedness and the use of proceeds thereof) would not be greater than 4.50:1.00 or such Financial Indebtedness is Refinancing Indebtedness in respect of (x) any Facility, (y) any Senior Secured Notes or (z) any other Financial Indebtedness which is secured by assets that are subject to Security; or (ii) such Financial Indebtedness constitutes: (A) Financial Indebtedness which is permitted under sub-paragraph (ii) of the definition of Permitted Financial Indebtedness as it 58 152197039_18 relates to guarantees permitted under paragraph (h) of Clause 21.15 (Loans and guarantees); (B) Financial Indebtedness which is permitted under sub-paragraph (vii) of the definition of Permitted Financial Indebtedness; (C) Financial Indebtedness which is permitted under sub-paragraph (xi) of the definition of Permitted Financial Indebtedness (provided that at the time of the acquisition or other transaction pursuant to which such Financial Indebtedness was incurred and after giving effect to such incurrence on a pro forma basis: (1) an Obligor could incur at least CHF 1.00 of Financial Indebtedness under sub-paragraph (xxii) of the definition of Permitted Financial Indebtedness; or (2) the ratio of Senior Net Debt to Annualised EBITDA would not be greater than it was immediately prior to giving pro forma effect to such acquisition or other transaction and to the incurrence of such Financial Indebtedness); (D) Financial Indebtedness which is permitted under sub-paragraph (xxii) of the definition of Permitted Financial Indebtedness; (E) Financial Indebtedness which is permitted under sub-paragraph (xxiii) of the definition of Permitted Financial Indebtedness; (F) Financial Indebtedness which is permitted under sub-paragraph (xxxii) of the definition of Permitted Financial Indebtedness; (G) Financial Indebtedness which is permitted under sub-paragraph (xxxiv) of the definition of Permitted Financial Indebtedness; or (H) Financial Indebtedness which is permitted under sub-paragraph (xxxvi) of the definition of Permitted Financial Indebtedness, including, in each case, guarantees in respect of such Financial Indebtedness; (u) any Security Interest created to secure any Financial Indebtedness incurred on a second lien ranking basis provided that such Financial Indebtedness constitutes Second Lien Liabilities (under and as defined in the Intercreditor Agreement) or is subject to other intercreditor arrangements on terms satisfactory to the Facility Agent and the Security Agent (in each case, acting reasonably) under which the rights of the holders of such Financial Indebtedness will be contractually subordinated to the rights of the Lenders, on terms comparable to the All3Media Intercreditor Agreement (as amended from time to time up to the date of the Additional Facility Accession Agreement relating to Additional Facility “AS”) with such adjustments and amendments as agreed between Sunrise HoldCo III, the Security Agent and the Facility Agent (in each case, acting reasonably) and: 59 152197039_18 (i) such Financial Indebtedness constitutes Refinancing Indebtedness or the ratio of Total Net Debt to Annualised EBITDA (giving pro forma effect to any such Financial Indebtedness and the use of proceeds thereof) would not be greater than 5.50:1.00; or (ii) such Financial Indebtedness constitutes: (A) Financial Indebtedness which is permitted under sub-paragraph (ii) of the definition of Permitted Financial Indebtedness as it relates to guarantees permitted under paragraph (h) of Clause 21.15 (Loans and guarantees); (B) Financial Indebtedness which is permitted under sub-paragraph (vii) of the definition of Permitted Financial Indebtedness; (C) Financial Indebtedness which is permitted under sub-paragraph (xi) of the definition of Permitted Financial Indebtedness (provided that at the time of the acquisition or other transaction pursuant to which such Financial Indebtedness was incurred and after giving effect to such incurrence on a pro forma basis: (1) an Obligor could incur at least CHF 1.00 of Financial Indebtedness under sub-paragraph (xxii) of the definition of Permitted Financial Indebtedness; or (2) the ratio of Total Net Debt to Annualised EBITDA would not be greater than it was immediately prior to giving pro forma effect to such acquisition or other transaction and to the incurrence of such Financial Indebtedness); (D) Financial Indebtedness which is permitted under sub-paragraph (xxxii) of the definition of Permitted Financial Indebtedness; (E) Financial Indebtedness which is permitted under sub-paragraph (xxxiv) of the definition of Permitted Financial Indebtedness; or (F) Financial Indebtedness which is permitted under sub-paragraph (xxxvi) of the definition of Permitted Financial Indebtedness, including, in each case, guarantees in respect of such Financial Indebtedness and provided further that any additional Financial Indebtedness the proceeds of which are used to refinance existing Financial Indebtedness secured on a second lien ranking basis may also be secured by assets subject to the Security on a second lien ranking basis; (v) any Security Interest over cash deposits or other Security Interests constituting or for the purpose of securing Limited Recourse; (w) any Security Interest comprising of a right of set-off granted to any financial institution acting as a lockbox bank in connection with any asset securitisation programme or one or more receivables factoring transactions; 60 152197039_18 (x) any Security Interest created for the purpose of perfecting the ownership interests of a purchaser of receivables and related assets pursuant to any asset securitisation programme or one or more receivables factoring transactions; (y) any Security Interest on investments in Asset Securitisation Subsidiaries; (z) any Security Interest in respect of any Permitted Transaction; (aa) any Security Interest arising in connection with other sales of receivables permitted under this Agreement without recourse to any member of the Borrower Group; (bb) any Security Interest over: (i) proceeds from the offering of any debt securities or other Financial Indebtedness (and accrued interest thereon) paid into escrow accounts with an independent escrow agent on the date of the applicable offering or incurrence pursuant to escrow arrangements that permit the release of amounts on deposit in such escrow accounts upon satisfaction of certain conditions or the occurrence of certain events for the benefit of the related holders of debt securities or other Financial Indebtedness (or the underwriters or arrangers thereof); or (ii) cash set aside at the time of the incurrence of any Financial Indebtedness or government securities purchased with such cash, in either case, to the extent such cash or government securities prefund the payment of interest on such Financial Indebtedness and are held in escrow accounts or similar arrangement to be applied for such purpose; (cc) any Security Interest created to secure any Financial Indebtedness incurred under paragraph (xxiv) of the definition of Permitted Financial Indebtedness or any guarantees in respect of such Financial Indebtedness provided that: (i) such Security Interest ranks junior to the Security Interests securing the liabilities under this Agreement and related guarantees (as applicable); and (ii) such Financial Indebtedness and any guarantees thereof constitute Second Lien Liabilities (under and as defined in the Intercreditor Agreement) or are contractually subordinated to the rights of the Lenders, on the terms of an intercreditor agreement in accordance with paragraph (xxiv) of the definition of Permitted Financial Indebtedness; (dd) Security Interests on receivables and any assets related thereto including, without limitation, all Security Interests securing such receivables, all contracts and all guarantees or other obligations in respect of such accounts receivable, the proceeds of such receivables and other assets which are customarily transferred, or in respect of which Security Interests are customarily granted, in connection with asset securitisations involving receivables and any hedging obligations entered into by any member of the Borrower Group in connection with such receivables that arise in connection with an asset securitisation


 
61 152197039_18 programme or receivables factoring transactions, and Security Interests on investments in Asset Securitisation Subsidiaries; (ee) Security Interests in respect of (i) any facilities or services related to cash management, cash pooling, treasury, depository, overdraft, credit or debit card, p-cards (including purchasing cards or commercial cards), electronic funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade financial services or other cash management and cash pooling arrangements and (ii) daylight exposures of the Borrower Group in respect of banking and treasury arrangements entered into in the ordinary course of business; (ff) Security Interests on Cash, Cash Equivalent Investments or other property arising in connection with the defeasance, discharge or redemption of indebtedness; provided that such defeasance, discharge or redemption is permitted hereunder; (gg) Security Interests or any other matters of record that have been placed by any government, statutory or regulatory authority, developer, landlord or other third party on property or assets over which any member of the Borrower Group has easement rights or on any leased property and subordination or similar arrangements relating thereto (including, without limitation, the right reserved to or vested in any governmental authority by the terms of any lease, license, franchise, grant or permit acquired by that member of the Borrower Group or by any statutory provision to terminate any such lease, license, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof); (hh) any Security Interest in respect of any condemnation or eminent domain proceedings affecting any real property; (ii) Security Interests securing hedging obligations so long as the related Financial Indebtedness is permitted to be incurred under this Agreement and is secured by a Security Interest on the same property securing such hedging obligation; (jj) Security Interests (i) encumbering reasonable customary initial deposits and margin deposits and similar Security Interests attaching to brokerage accounts incurred in the ordinary course of business and not for speculative purposes or (ii) deposits made in the ordinary course of business to secure liability to insurance carriers; (kk) Security Interests in respect of the ownership interests in, or assets owned by, any joint ventures or similar arrangements securing obligations of such joint ventures or similar agreements; (ll) Security Interests on equipment of any member of the Borrower Group granted in the ordinary course of business to a client of that member of the Borrower Group at which such equipment is located; 62 152197039_18 (mm) any Security Interest in respect of subdivision agreements, site plan control agreements, development agreements, servicing agreements, cost sharing, reciprocal and other similar agreements with municipal and other governmental authorities affecting the development, servicing or use of a property; provided the same are complied with in all material respects except as such non- compliance does not interfere in any material respect as determined in good faith by Sunrise HoldCo III with the business of the Borrower Group taken as a whole; (nn) any Security Interest in respect of facility cost sharing, servicing, reciprocal or other similar agreements related to the use and/or operation a property in the ordinary course of business; provided the same are complied with in all material respects; (oo) any Security Interest in respect of deemed trusts created by operation of law in respect of amounts which are (i) not yet due and payable, (ii) immaterial, (iii) being contested in good faith and by appropriate proceedings and for which appropriate reserves have been established in accordance with GAAP or (iv) unpaid due to inadvertence after exercising due diligence; (pp) Security Interests (i) over the segregated trust accounts set up to fund productions, (ii) required to be granted over productions to secure production grants granted by regional and/or national agencies promoting film production in the relevant regional and/or national jurisdiction and (iii) over assets relating to specific productions funded by Production Facilities; (qq) Security Interests arising solely by virtue of any statutory or common law provisions or customary business provisions relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution; (rr) any Security Interests attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; (ss) any Security Interests arising under any retention of title arrangement contained in any contract for the acquisition of any asset by a member of the Borrower Group in the ordinary course of its business from any person and on customary terms unless in relation to such a retention of title arrangement, there are payments of CHF 15,000,000 or more which are overdue and unpaid; (tt) Security Interests securing Financial Indebtedness the principal amount of which (when aggregated with the principal amount of any other Financial Indebtedness which has the benefit of a Security Interest other than as permitted pursuant to another paragraph of this definition) does not exceed the greater of (i) CHF 300,000,000 (or its equivalent in other currencies) and (ii) five per cent. of Total Assets: (i) which may be secured on assets not subject to Security; or (ii) which may be secured on a junior ranking basis over assets subject to Security provided that such junior ranking security shall be granted on 63 152197039_18 terms where the rights of the relevant mortgagee, chargee or other beneficiary of such security in respect of any payment will be subordinated to the rights of the Finance Parties under an intercreditor arrangement on terms satisfactory to the Facility Agent (acting reasonably) (providing for contractual subordination on terms comparable to the Loan Market Association’s form of intercreditor agreement at such time for mezzanine debt unless otherwise agreed between the Facility Agent (acting on the instructions of the Majority Lenders) and Sunrise HoldCo III) and each of the Finance Parties hereby agree to execute such intercreditor agreement as soon as practicable following request from Sunrise HoldCo III; and (uu) any Security Interest arising under clause 24 or 25 of the general banking conditions (algemene bankvoorwaarden) of any member of the Dutch Banking Association. “Permitted Tax Reorganisation” means any reorganisations and other activities related to tax planning and tax reorganisation entered into prior to, on or after the Signing Date so long as such Permitted Tax Reorganisation is not materially adverse to the Lenders (as determined by Sunrise HoldCo III in good faith). “Permitted Transaction” means: (a) any disposal required, Financial Indebtedness incurred, guarantee, indemnity or Security given, or other transaction arising, under the Senior Secured Finance Documents; (b) the solvent liquidation or reorganisation of any member of the Borrower Group which is not an Obligor so long as any payments or assets distributed as a result of such liquidation or reorganisation are distributed to other members of the Borrower Group; (c) transactions (other than (i) any sale, lease, license, transfer or other disposal and (ii) the granting or creation of Security Interests or the incurring or permitting to subsist of Financial Indebtedness) conducted in the ordinary course of trading on arm’s length terms; (d) a Post-Closing Reorganisation; (e) the Spin-Off; (f) any internal corporate reorganisation reasonably required in connection with, or to effect, any asset securitisation programme or a receivables factoring transaction; (g) any transaction with the prior consent of the Majority Lenders; (h) a Permitted Tax Reorganisation; (i) so long as no Relevant Event has occurred and is continuing, Investments in any person to the extent that, after giving pro forma effect to any such Investment, 64 152197039_18 the ratio of Senior Net Debt to Annualised EBITDA would not exceed 4.50:1.00; (j) any acquisition or purchase of a spectrum license; (k) any step, circumstance or transaction which is mandatorily required by law (including arising under an order of attachment or injunction or similar legal process); and (l) any intermediate steps or actions necessary to implement steps, circumstances, payments or transactions permitted or not prohibited by this Agreement. “Person” has the meaning given to such term in Clause 10.4 (Change of Control). “Plan” means an “employee benefit plan” as defined in section 3(3) of ERISA, which is subject to Title IV of ERISA: (a) maintained by any Obligor or any ERISA Affiliate; or (b) to which any Obligor or any ERISA Affiliate is required to make any payment or contribution. “Pledge of Subordinated Shareholder Loans” means the deed of pledge (and, prior to the 2016 ICA Amendment Effective Date only, the deed of subordination) of Subordinated Shareholder Loans entered into between certain Restricted Persons and the Security Agent listed in paragraph 3(b) of Schedule 5 (Security Documents) and any other deed of pledge entered into pursuant to any such deed of pledge. “Post-Closing Reorganisation” has the meaning given to such term in Clause 10.4 (Change of Control). “Predecessor Obligor” has the meaning given to such term in Clause 21.29 (Internal Reorganisations). “Primary Term Rate” means the rate specified as such in the applicable Reference Rate Terms. “Production Facilities” means any facilities provided to any member of the Borrower Group to finance a production. “Project Company” means a Subsidiary of a person (or a person in which such person has an interest) which has a special purpose and whose creditors have no recourse to any member of the Borrower Group in respect of Financial Indebtedness of that Subsidiary or person, as the case may be, or any of such Subsidiary’s or person’s Subsidiaries (other than recourse to such member of the Borrower Group who had granted a Security Interest over its shares or other interests in such Project Company beneficially owned by it provided that such recourse is limited to an enforcement of such a Security Interest). “Proportion” in relation to a Lender, means:


 
65 152197039_18 (a) in relation to an Advance to be made under this Agreement, the proportion borne by such Lender’s Available Commitment in respect of the relevant Facility, the relevant Borrowers and the relevant currency to the relevant Available Facility; (b) in relation to an Advance or Advances outstanding under this Agreement, the proportion borne by such Lender’s share of the Euro Amount of such Advance or Advances to the total Euro Amount thereof; (c) if paragraph (a) above does not apply and there are no Outstandings, the proportion borne by the aggregate of such Lender’s Available Commitments to the Available Facilities (or if the Available Facilities are then zero, by its Available Commitments to the Available Facilities immediately prior to their reduction to zero); and (d) if paragraph (b) above does not apply and there are any Outstandings, the proportion borne by such Lender’s share of the Euro Amount of the Outstandings to the Euro Amount of all the Outstandings for the time being. “Proposed Affiliate Subsidiary” has the meaning given to that term in Clause 30.8 (Additional Obligors). “Public Market” means at any time after an equity offering has been consummated, shares of common stock or other common equity interests of the IPO Entity having a market value in excess of CHF 75,000,000 on the date of such equity offering have been distributed pursuant to such equity offering. “Public Offering” means any offering, including an Initial Public Offering, of shares of common stock or other common equity interests that are listed on an exchange or publicly offered (which shall include any offering pursuant to Rule 144A and/or Regulation S under the United States Securities Act of 1933 to professional market investors or similar persons). “Published Rate” means: (a) an RFR; (b) a Primary Term Rate for any Quoted Tenor; or (c) the Alternative Term Rate for any Quoted Tenor. “Quarter Date” means each of 31 March, 30 June, 30 September and 31 December in each financial year of Sunrise HoldCo III. “Quotation Date” means the day specified as such in the applicable Reference Rate Terms. “Quotation Time” means the relevant time (if any) specified as such in the applicable Reference Rate Terms. “Quoted Tenor” means, in relation to a Primary Term Rate or an Alternative Term Rate, any period for which that rate is customarily displayed on the relevant page or screen of an information service. 66 152197039_18 “Rate Switch Currency” means: (a) Sterling and Swiss Francs as at the 2022 Amendment Effective Date; and (b) a Term Rate Currency: (i) which is specified as a “Rate Switch Currency” in the applicable Reference Rate Terms; and (ii) for which there are Reference Rate Terms applicable to Compounded Rate Advances. “Rate Switch Date” means, in relation to a Rate Switch Currency and Compounded Rate Facility, the date notified in writing by Sunrise HoldCo III to the Facility Agent to be the Rate Switch Date for that Rate Switch Currency and Compounded Rate Facility in a Rate Switch Notice, provided that: (a) if such notification is not given by Sunrise HoldCo III to the Facility Agent prior to the Backstop Rate Switch Date for that Rate Switch Currency (other than a Rate Switch Currency referred to in paragraphs (b) or (c) below), such date shall occur on the Backstop Rate Switch Date for that Rate Switch Currency; (b) if such notification is not given by Sunrise HoldCo III to the Facility Agent in relation to a currency which becomes a Rate Switch Currency after the 2022 Amendment Effective Date for which there is no Backstop Rate Switch Date and for which there is a date specified as the “Rate Switch Date” in the Reference Rate Terms for that Rate Switch Currency, such date shall be the date specified in those Reference Rate Terms; and (c) the Rate Switch Date in respect of Sterling and Swiss Francs shall be the 2022 Amendment Effective Date. “Rate Switch Notice” means a notice substantially in the form set out in Schedule 12 (Form of Rate Switch Notice) or any other form agreed between Sunrise HoldCo III and the Facility Agent. “Ratio Period” has the meaning given to such term in Clause 22.1 (Financial definitions). “Receivables Fees” means reasonable distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a person that is not an Asset Securitisation Subsidiary in connection with, any asset securitisation programme or receivables factoring transaction. “Reference Bank Quotation” means any quotation supplied to the Facility Agent by a Reference Bank or an Alternative Reference Bank. “Reference Bank Rate” means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request by the Reference Banks in relation to a Euro Term Rate Advance: 67 152197039_18 (a) (other than where paragraph (b) below applies) as the rate at which the relevant Reference Bank believes one prime bank is quoting to another prime bank for interbank term deposits in Euro within the Participating Member States for the relevant period; or (b) if different, as the rate (if any and applied to the relevant Reference Bank and the relevant period) which contributors to the applicable Primary Term Rate are asked to submit to the relevant administrator. “Reference Banks” means, subject to Clause 30.9 (Reference Banks), the principal London offices of such banks as may be approved by the Facility Agent with the consent of Sunrise HoldCo III and such banks. “Reference Rate Supplement” means, in relation to any currency and Facility, a document which: (a) is agreed in writing by Sunrise HoldCo III and the Facility Agent (acting in its sole discretion and, for the avoidance of doubt, without any requirement to consult with or seek any consent or instruction from the Lenders or any other Finance Party); (b) specifies for that currency and Facility the relevant terms which are expressed in this Agreement to be determined by reference to Reference Rate Terms; (c) specifies whether that currency is a Compounded Rate Currency or a Term Rate Currency; and (d) has been made available to Sunrise HoldCo III and each Finance Party. “Reference Rate Terms” means, in relation to a currency and Facility and: (a) an Advance or an Unpaid Sum under that Facility in that currency; (b) an Interest Period for such an Advance or Unpaid Sum under that Facility in that currency (or other period for the accrual of commission or fees in respect of that currency and that Facility); or (c) any term of this Agreement relating to the determination of a rate of interest in relation to such an Advance or Unpaid Sum under that Facility in that currency, the terms set out for that currency and Facility (if any) in Schedule 13 (Reference Rate Terms) or in any Reference Rate Supplement. “Refinanced Debt” has the meaning given to such term in Clause 2.4(h) (Additional Facilities). “Refinancing Additional Facility” has the meaning given to such term in Clause 2.4(h) (Additional Facilities). “Refinancing Indebtedness” means Financial Indebtedness that is incurred to refund, refinance, replace, exchange, renew, repay or extend (including pursuant to any defeasance or discharge mechanism) (collectively, “refinance”, “refinances”, and 68 152197039_18 “refinanced” shall have a correlative meaning) any Financial Indebtedness existing on the 2020 Amendment Effective Date or incurred in compliance with this Agreement including Financial Indebtedness that refinances Refinancing Indebtedness, including successive refinancings, provided, however, that: (a) such Refinancing Indebtedness is incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the sum of the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Financial Indebtedness being refinanced plus an amount to pay any interest, fees and expenses, premiums and defeasance costs, incurred in connection with such Refinancing Indebtedness and Financial Indebtedness being refinanced; and (b) if the Financial Indebtedness being refinanced constitutes Subordinated Obligations, such Refinancing Indebtedness is subordinated in right of payment to the Facilities on terms at least as favorable to the Lenders as those contained in the documentation governing the Financial Indebtedness being refinanced. Refinancing Indebtedness in respect of any Financial Indebtedness may be incurred from time to time after the termination, discharge or repayment of all or any part of any such Financial Indebtedness. “Regulatory Authority Disposal” means any direct or indirect sale, lease, transfer, issuance or distribution of any part of a present or future undertaking, shares, property, rights, remedies or other assets by one or a series of transactions related or not (each referred to for the purposes of this definition as a “disposal”) by any member of the Borrower Group to another member of the Borrower Group or any other person, provided that such disposal is required by a regulatory authority or court of competent jurisdiction or such disposal is made in response to concerns raised by a regulatory authority or court of competent jurisdiction. “Related Fund” means, with respect to any Lender that is a fund that invests in commercial loans, any other fund that invests in commercial loans and is administered or managed by (a) that Lender, (b) any Affiliate of that Lender or (c) the same investment adviser (or an Affiliate of that investment adviser) that administers or manages that Lender. “Relevant Accounting Principles” means GAAP, or, if at the relevant time IFRS has been adopted in accordance with Clause 21.4 (Change in Accounting Practices), IFRS. “Relevant Eastern European Subsidiary” means any Subsidiary of any Obligor which Subsidiary is incorporated and has all its material operations in Eastern Europe, provided that the aggregate of the contributions of the Relevant Eastern European Subsidiaries to the consolidated EBITDA of the Borrower Group attributable to Eastern Europe does not exceed in aggregate 10 per cent. For the purposes of this definition, consolidated EBITDA of the Borrower Group or any Subsidiary of an Obligor shall be determined by reference to the 12 month period ending on the most recent date in respect of which financial statements have been delivered to the Facility Agent under Clause 21.2(a)(ii) (Financial information).


 
69 152197039_18 “Relevant Event” means a Default in relation to Clause 23.2 (Non-payment). “Relevant Market” means the market specified as such in the applicable Reference Rate Terms. “Renewal Request” means, in relation to a Documentary Credit, a Request therefor, in respect of which the proposed Utilisation Date stated in it is the Expiry Date of an existing Documentary Credit and the proposed CHF Amount is the same or less than the CHF Amount of that existing Documentary Credit. “Repayment Instalment” has the meaning given to that term in Clause 9.1 (Repayment of Advances). “Reporting Entity” means: (a) prior to any Permitted Affiliate Group Designation Date, Sunrise HoldCo III Holdco or any other Holding Company of Sunrise HoldCo III notified by Sunrise HoldCo III to the Facility Agent; and (b) on or following any Permitted Affiliate Group Designation Date, the Common Holding Company or any other Holding Company of the Common Holding Company notified by Sunrise HoldCo III to the Facility Agent. “Request” means: (a) in relation to an Advance, a duly completed notice substantially in the form set out in Part 1 to Schedule 3 (Form of Request (Advances)); or (b) in relation to a Documentary Credit, a duly completed notice substantially in the form set out in Part 3 to Schedule 3 (Form of Request (Documentary Credits)). “Reserved Indebtedness Amount” has the meaning given to such term in Clause 21.13(e) (Restrictions on Financial Indebtedness). “Resolution Authority” means any body which has authority to exercise any Write- down and Conversion Powers. “Restricted Payment” has the meaning given to such term in Clause 21.14(b) (Restricted Payments). “Restricted Person” means any Affiliate of a Borrower and, following any Parent Joint Venture Transaction, any Joint Venture Parent, any Subsidiary of the Joint Venture Parent and any Parent Joint Venture Holders (in each case, other than a member of the Borrower Group) provided that any Designated Notes Issuer (as defined in the definition of Affiliate) that is not a member of the Borrower Group shall, notwithstanding the proviso to the definition of “Affiliate”, be a “Restricted Person” except for the purposes of: (a) the definition of “Pledge of Subordinated Shareholder Loans”; and (b) the definition of “Subordinated Creditor”. 70 152197039_18 “Restricted Person’s Framework Agreement” means the Framework Agreement as defined in any Pledge of Subordinated Shareholder Loans. “Revolving Facility” means a revolving loan facility made available by the Revolving Facility Lenders pursuant to Clause 2.1 (Revolving Facility). “Revolving Facility Commitments” means in relation to a Revolving Facility Lender, the amount set out opposite its name in Part 3 of Schedule 1 (Original Parties), and any amount of any other Revolving Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase), in each case to the extent not cancelled, reduced or transferred by it under this Agreement. “Revolving Facility Instructing Group” means: (a) before any Utilisation of a Revolving Facility under this Agreement, a Lender or group of Lenders whose Available Revolving Facility Commitments amount in aggregate to more than 50 per cent. of all of the Available Revolving Facility Commitments in relation to the relevant Available Revolving Facility; and (b) thereafter, a Lender or group of Lenders to whom in aggregate more than 50 per cent. of the aggregate amount of the Revolving Facility Outstandings in relation to that Revolving Facility are (or if there are no Revolving Facility Outstandings at such time, immediately prior to their repayment, were then) owed, in each case calculated in accordance with the provisions of Clause 29.5 (Calculation of Consent) and provided that the “Revolving Facility Instructing Group” as used in Clause 4.2 (Further conditions precedent) in relation to a Rollover Loan in respect of an Advance under an Additional Revolving Facility shall mean a Lender or group of Lenders to whom in aggregate more than 50 per cent. of the aggregate amount of that Advance is owed calculated in accordance with the provisions of Clause 29.5 (Calculation of Consent). “Revolving Facility Lender” means each of the financial institutions listed in Part 3 of Schedule 1 (Original Parties). “Revolving Facility Margin” means the Original Revolving Facility Margin subject to any adjustment made in accordance with Clause 12.6 (Sustainability adjustments). “Revolving Facility Outstandings” means, at any time, the aggregate outstanding principal amount of each Revolving Facility Advance and of each Lender under the Revolving Facility’s participation in an Outstanding L/C Amount at such time. “RFR” means the rate specified as such in the applicable Reference Rate Terms. “RFR Banking Day” means, in relation to any Compounded Rate Advance, any day specified as such in respect of the currency of that Compounded Rate Advance in the applicable Reference Rate Terms. “Rollover Advance” has the meaning given to such term in Clause 9.2 (Rollover). “Rollover Loan” means: 71 152197039_18 (a) a Rollover Advance that is for an amount which is equal to or less than the Maturing Advance in respect of which that Rollover Advance is being drawn to refinance; and (b) a Revolving Facility Advance or an Advance under an Additional Revolving Facility: (i) made or to be made on the same day that a demand by the Facility Agent pursuant to a drawing in respect of a Documentary Credit is due to be met; (ii) the aggregate amount of which is equal to or less than the amount of the relevant claim in respect of that Documentary Credit; (iii) in the same currency as the relevant claim in respect of that Documentary Credit; and (iv) made or to be made for the purpose of satisfying the relevant claim in respect of that Documentary Credit. “Sanctions” has the meaning given to that term in Clause 20.19 (Sanctions). “SEC” means the United States Securities and Exchange Commission. “Security” means the Security Interests created or purported to be created pursuant to the Security Documents. “Security Documents” means: (a) the documents listed in Schedule 5 (Security Documents); and (b) such other security documents as may from time to time be entered into in favour of any Beneficiary pursuant to any of the Finance Documents (including without limitation any other Obligor Pledge of Shareholder Loans or Pledge of Subordinated Shareholder Loans, any security document referred to in Clause 21.21 (Share security) and any security document provided to the Security Agent in connection with the accession of an Additional Obligor pursuant to Clause 30.8 (Additional Obligors) and Part 2 of Schedule 2 (Conditions Precedent Documents) or otherwise), in each case, to the extent that all of the Security in relation to such Security Document has not been released in full. “Security Interest” means any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment by way of security, trust arrangement for the purpose of providing security or other security interest of any kind securing any obligation of any person or any other arrangement having the effect of conferring rights of retention or other disposal rights over an asset (including without limitation title transfer and/or retention arrangements having a similar effect or a deposit of money with the primary intention of affording a right of set-off) and includes any agreement to create any of the foregoing but does not include (a) liens arising in the ordinary course of business by operation of law and not by way of contract and (b) any grant of indefeasible rights of 72 152197039_18 use or equivalent arrangements with respect to network capacity, communications, fibre capacity or conduit. “Security Provider’s Deed of Accession” has the meaning given to such term in the Intercreditor Agreement. “Senior Beneficiary” has the meaning given to the term in the Intercreditor Agreement. “Senior Debt” has the meaning given to such term in Clause 22.1 (Financial definitions). “Senior Net Debt” has the meaning given to such term in Clause 22.1 (Financial definitions). “Senior Secured Finance Documents” means: (a) any Finance Document; (b) after the 2016 ICA Amendment Effective Date, any Senior Secured Notes Document; (c) any Hedging Agreement; (d) any Pari Passu Debt Document; and (e) any other agreement or document designated a “Senior Secured Finance Document” in writing by the Facility Agent and Sunrise HoldCo III. “Senior Secured Notes” means: (a) any notes issued after the 2016 ICA Amendment Effective Date: (i) where the incurrence of any Financial Indebtedness under such notes would not result in the ratio of: (A) Senior Net Debt to Annualised EBITDA being greater than 4.50:1; or (B) Total Net Debt to Annualised EBITDA being greater than 5.50:1, in each case, on a pro forma basis (taking into account the issuance of such notes and the use of proceeds of such notes and not taking into account the cash proceeds of such notes but after giving pro forma effect to any movement of cash out of the Borrower Group since the date on which Senior Net Debt and/or Total Net Debt is calculated pursuant to any Permitted Payments) or where the incurrence of any Financial Indebtedness under such notes would otherwise be Permitted Financial Indebtedness (other than to the extent that such Financial Indebtedness is incurred by way of Senior Secured Notes pursuant to sub-paragraph (xxiii) of the definition of Permitted Financial Indebtedness);


 
73 152197039_18 (ii) that are issued by Sunrise HoldCo III, any Borrower, any Permitted Affiliate Parent or any other SSN Finance Subsidiary; (iii) in respect of which some or all of the Obligors have granted security and guarantees on the terms specified in the Intercreditor Agreement; and (iv) that are designated as “Senior Secured Notes” (A) by written notice from Sunrise HoldCo III to the Facility Agent, and (B) in accordance with the Intercreditor Agreement including by written notice from Sunrise HoldCo III to the Facility Agent and the Security Agent, in each case, by the date when the consolidated financial statements are due to be provided pursuant to Clause 21.2 (Financial information) for the first full Financial Quarter after the issuance of the relevant notes; and (b) any Senior Secured Notes Refinancing. “Senior Secured Notes Documents” means any Senior Secured Notes and any indenture for any Senior Secured Notes, the Intercreditor Agreement, any guarantee given by any member of the Borrower Group in respect of any Senior Secured Notes, any security documents granting security in favour of the holders of any Senior Secured Notes (or any trustee for such holders or security agent or trustee for such holders or trustee), any note depository agreement, any fee letter and any indemnity letter in relation thereto. “Senior Secured Notes Refinancing” means any notes issued by Sunrise HoldCo III, any Borrower, any Permitted Affiliate Parent or any other SSN Finance Subsidiary at any time after the 2016 ICA Amendment Effective Date, for the purposes of refinancing all or a portion of: (a) the Senior Secured Notes; (b) the Facilities; or (c) any other Financial Indebtedness of the Borrower Group which is secured and ranks pari passu as to right of payment with the Facilities pursuant to and in compliance with the terms of the Intercreditor Agreement, (provided that, in each case, such Financial Indebtedness being refinanced would have been permitted to be incurred at the time of issuance of any such notes), in each case, outstanding from time to time (including all fees, expenses, commissions, make-whole and any other contractual premium payable under such Financial Indebtedness being refinanced and any fees, costs and expenses incurred in connection with such refinancing) and designated as “Senior Secured Notes Refinancing” by written notice from Sunrise HoldCo III to the Facility Agent and the Security Agent by the date when the consolidated financial statements are due to be provided pursuant to Clause 21.2 (Financial information) for the first full Financial Quarter after the issuance of the relevant notes, in respect of which the following terms apply: (i) the principal amount of any such notes shall not exceed the principal amount of, and any outstanding interest on, the Financial Indebtedness being refinanced (plus all fees, expenses, commissions, make-whole or 74 152197039_18 other contractual premium payable in connection with such refinancing) unless any excess principal amount otherwise constitutes Senior Secured Notes meeting the conditions set out in paragraph (a)(i) of the definition of Senior Secured Notes; and (ii) such notes satisfy the requirements of paragraphs (a) (ii), (iii) and (iv) of the definition of “Senior Secured Notes”. “Senior Unsecured Notes” means: (a) any notes: (i) where the incurrence of Financial Indebtedness under such notes would not result in the pro forma ratio (giving effect to such incurrence and the ultimate use of proceeds thereof, which shall not include any cash balances) on the Quarter Date prior to such incurrence (giving pro forma effect to any movement of cash out of the Borrower Group since such date pursuant to any Permitted Payments) of Total Net Debt to Annualised EBITDA being greater than 5.50:1 following such incurrence; (ii) issued by Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco pursuant to a Senior Unsecured Offering at any time after the 2016 ICA Amendment Effective Date; (iii) that are not secured by any Security Interest over any shares in any member of the Borrower Group, any asset of any member of the Borrower Group or any rights of any creditor in relation to any Subordinated Shareholder Loans; (iv) that, if guaranteed by any member of the Borrower Group, such guarantee or guarantees so provided are granted on subordination and release terms and subject to the terms of the Intercreditor Agreement; and (v) that are designated as: (A) “Senior Unsecured Notes” and “Holdco Debt” by written notice from Sunrise HoldCo III to the Facility Agent and the Security Agent; and (B) “Senior Unsecured Notes” in accordance with the Intercreditor Agreement including by written notice from Sunrise HoldCo III to each Agent (as defined in the Intercreditor Agreement), in each case, by the date when the consolidated financial statements are due to be provided pursuant to Clause 21.2 (Financial information) for the first full Financial Quarter after the issuance of the relevant notes; and (b) any Senior Unsecured Refinancing. 75 152197039_18 “Senior Unsecured Offering” means one or more offerings of Senior Unsecured Notes on a registration statement filed with the SEC or pursuant to an exemption from registration under the United States Securities Act of 1933, as amended, including pursuant to Rule 144A and/or Regulation S under the United States Securities Act of 1933, as amended. “Senior Unsecured Refinancing” means any Financial Indebtedness incurred by Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco at any time after the 2016 ICA Amendment Effective Date, for the purposes of refinancing all or a portion of any Senior Unsecured Notes and/or any Senior Unsecured Refinancing and/or any Senior Secured Notes and/or any Financial Indebtedness permitted to be incurred or outstanding pursuant to Clause 21.13 (Restrictions on Financial Indebtedness) in each case, including any Financial Indebtedness incurred for the purpose of the payment of all principal, interest, fees, expenses, commissions, make-whole and any other contractual premium payable under such Financial Indebtedness being refinanced and any fees, costs and expenses incurred in connection with such refinancing, in respect of which the following terms apply: (a) the principal amount of any such Financial Indebtedness shall not exceed the principal amount of, and any outstanding interest on, the Financial Indebtedness being refinanced (plus all fees, expenses, commissions, make-whole or other contractual premium payable in connection with such refinancing) unless any excess principal amount otherwise constitutes Senior Unsecured Notes meeting the conditions set out in paragraph (a) of the definition of Senior Unsecured Notes; (b) that, if guaranteed, by any member of the Borrower Group such guarantee or guarantees so provided are granted on subordination and release terms and subject to the terms of the Intercreditor Agreement; and (c) are not secured by any Security Interest over any shares in any member of the Borrower Group, any asset of any member of the Borrower Group or any rights of any creditor in relation to any Subordinated Shareholder Loans, provided that such Financial Indebtedness is designated as (i) “Senior Unsecured Refinancing” and “Holdco Debt” by written notice from Sunrise HoldCo III to the Facility Agent and the Security Agent and (ii) “Senior Unsecured Notes” in accordance with the Intercreditor Agreement including by written notice from Sunrise HoldCo III to each Agent (as defined in the Intercreditor Agreement), in each case, by the date when the consolidated financial statements are due to be provided pursuant to Clause 21.2 (Financial information) for the first full Financial Quarter after the incurrence of the relevant Financial Indebtedness. “Shareholder” means LGEF or an LGEF Subsidiary. “Signing Date” means 16 January 2004. “Solvent Liquidation” has the meaning given to such term in Clause 21.29 (Internal Reorganisations). 76 152197039_18 “Specified Time” means a time determined in accordance with Schedule 10 (Timetable). “SSN Finance Subsidiary” means any Subsidiary directly and wholly-owned by Sunrise HoldCo III or any Subsidiary directly and wholly-owned by any Permitted Affiliate Parent, in each case, engaged in the business of effecting or facilitating the issuance of Senior Secured Notes and on-lending the proceeds to any other member of the Borrower Group and in either case having no Subsidiaries. “Standard & Poor’s” means Standard & Poor's Rating Services or any successor thereof. “Sterling” and “£” means the lawful currency for the time being of the United Kingdom. “Subordinated Creditor” means any Restricted Person who has, at any relevant time, entered into a Pledge of Subordinated Shareholder Loans and is a party to, or has acceded to, the Intercreditor Agreement. “Subordinated Obligations” means any Financial Indebtedness that is expressly subordinated or junior in right of payment to the liabilities under this Agreement pursuant to a written agreement. “Subordinated Shareholder Loans” means any Financial Indebtedness of any member of the Borrower Group owed to a Subordinated Creditor. “Subscriber” means any person who has entered into an agreement (which has not expired or been terminated) with an Obligor to be provided with services by an Obligor through the operation of telecommunications and/or television systems operated by the Borrower Group in accordance with applicable Telecommunications and Cable Laws (including any part of such system and all modifications, substitutions, replacements, renewals and extensions made to such systems). “Subsidiary” of a person means any other person directly or indirectly controlled by the first-mentioned person, for which purpose control means ownership of more than 50 per cent. of the economic and/or voting share capital (or equivalent right of ownership of such other person). “Successor Entity” has the meaning given to such term in Clause 21.29 (Internal Reorganisations). “Sunrise Financing” means Sunrise Financing Partnership, a general partnership formed under the laws of Delaware, United States with file number 5081283 and its principal place of business at 1550 Wewatta Street, Suite 1000, Denver Colorado 80202 United States of America. “Sunrise FinCo II” means Sunrise FinCo II B.V., a limited liability company incorporated under the laws of The Netherlands under company registration number 34142964 and, as of the Signing Date, with its registered office at Amsterdam and its business office at Boeingavenue 53, 1119 PE Schiphol-Rijk, The Netherlands.


 
77 152197039_18 “Sunrise HoldCo III Holdco” means the immediate Holding Company of Sunrise HoldCo III from time to time, being Sunrise HoldCo IV as of the Signing Date. “Sunrise HoldCo IV” means Sunrise HoldCo IV B.V., a limited liability company incorporated under the laws of The Netherlands under company registration number 34136926 and, as of the Signing Date, with its registered office at Amsterdam and its business office at Boeingavenue 53, 1119 PE Schiphol-Rijk, The Netherlands. “Swiss Francs” and “CHF” means the lawful currency for the time being of Switzerland. “T2” means the real time gross settlement systems operated by the Eurosystem, or any successor system. “Target” means any assets or person which is or are the subject of an Acquisition in accordance with the terms of this Agreement. “TARGET Day” means any day on which T2 is open for the settlement of payments in Euro. “Taxes” or “Tax” means all present and future taxes, imposts, duties, levies, fees or charges of a similar nature, together with interest thereon and penalties in respect thereof. “Tax Credit” means a credit against, relief or remission for, or repayment of any tax. “Telecommunications and Cable Law” means all laws, statutes, regulations and judgments relating to telecommunications, cable television and data services applicable to any member of the Borrower Group and/or the business carried on by any member of the Borrower Group in any jurisdiction in which a member of the Borrower Group is incorporated or formed or in which such member has its principal place of business or owns any material assets. “Term” means the period from the date of the issuance of a Documentary Credit until its Expiry Date. “Term Facility” means an Additional Facility pursuant to which one or more Term Facility Advances have been or may be made. “Term Facility Advance” means any Advance (other than any Advance under each Revolving Facility or any Additional Revolving Facility), and “Term Facility Advances” shall be construed accordingly. “Term Rate Advance” means any Advance or, if applicable, Unpaid Sum, in a Term Rate Currency to the extent that: (a) it is not or has not become a Compounded Rate Advance; and (b) it is not a Fixed Rate Advance. “Term Rate Currency” means: 78 152197039_18 (a) Euro and Dollars; and (b) any currency specified as such in a Reference Rate Supplement relating to that currency, to the extent, in any case, not specified otherwise in a subsequent Reference Rate Supplement. “Term Reference Rate” means, in relation to a Term Rate Advance, the aggregate of: (a) the applicable Primary Term Rate as of the Quotation Time for a period equal in length to the Interest Period of that Advance or as otherwise determined pursuant to Clause 16.1 (Interest calculation if no Primary Term Rate); and (b) if applicable, the applicable Credit Adjustment Spread, provided that if such rate is less than zero, there shall be no adjustment to ensure the aggregate of such amounts is zero or otherwise except as otherwise set out in the applicable Reference Rate Terms, or in an applicable Additional Facility Accession Agreement. “Third Parties Act” has the meaning given to such term in Clause 1.2(e) (Construction). “Total Additional Facility Commitments” means in relation to an Additional Facility, the aggregate for the time being of the Additional Facility Commitments for that Additional Facility. “Total Assets” means the consolidated total assets of the Borrower Group as shown on the most recent balance sheet (excluding the footnotes thereto) of the Borrower Group delivered in accordance with Clause 21.2(a)(i) or 21.2(a)(ii) (Financial information), as applicable (and, in the case of any determination relating to any incurrence of indebtedness or any investment, on a pro forma basis including any property or assets being acquired in connection therewith). “Total Commitments” means the aggregate for the time being of: (i) the aggregate Total Additional Facility Commitments for all Additional Facilities and (ii) the Total Revolving Facility Commitments, in each case as may be increased or reduced in accordance with this Agreement. “Total Debt” has the meaning given to such term in Clause 22.1 (Financial definitions). “Total Net Debt” has the meaning given to such term in Clause 22.1 (Financial definitions). “Total Revolving Facility Commitments” means the aggregate for the time being of the Revolving Facility Commitments of all the Lenders. “Tower Company” means a person whose principal activity relates to Towers Assets and substantially all of whose assets are Towers Assets. “Towers Assets” means: 79 152197039_18 (a) all present and future wireless and broadcast towers and tower sites that host or assist in the operation of plant and equipment used for transmitting telecommunications signals, being tower and tower sites that are owned by or vested in Sunrise HoldCo III or any other member of the Borrower Group (whether pursuant to title, rights in rem, leases, rights of use, site sharing rights, concession rights or otherwise) and include, without limitation, any and all towers and tower sites under construction; (b) all rights (including, without limitation, rights in rem, leases, rights of use, site sharing rights and concession rights), title, deposits (including, without limitation, deposits placed with landlords, electricity boards and transmission companies) and interest in, or over, the land or property on which such towers and tower sites referred to in paragraph (a) above have been or will be constructed or erected or installed; (c) all current assets relating to the towers or tower sites and their operation referred to in paragraph (a) above, whether movable, immovable or incorporeal; (d) all plant and equipment customarily treated by telecommunications operators as forming part of the towers or tower sites referred to in paragraph (a) above, including, in particular, but without limitation, the electricity power connections, utilities, diesel generator sets, batteries, power management systems, air conditioners, shelters and all associated civil and electrical works; (e) all permits, licences, approvals, registrations, quotas, incentives, powers, authorities, allotments, consents, rights, benefits, advantages, municipal permissions, trademarks, designs, copyrights, patents and other intellectual property and powers of every kind, nature and description whatsoever, whether from government bodies or otherwise, pertaining to or relating to paragraphs (a) to (d) above; and (f) shares or other interests in Tower Companies. “Transfer Agreement” means a duly completed assignment and assumption substantially in the form set out at Part 2 of Schedule 4 (Transfer Agreement). “UGC” means: (a) UnitedGlobalCom LLC, a limited liability company incorporated in the State of Delaware with file number 3309619 and having its registered office at 251 Little Falls Drive, Wilmington, Delaware, DE 19808; and (b) if the person referred to in paragraph (a) above: (i) consolidates with or merges with any other person or persons; or (ii) directly or indirectly, sells, leases, conveys or transfers all or substantially all of its assets to any other person or persons, the successor person formed by such consolidation or into which such person is merged or to which such conveyance, transfer or lease is made. 80 152197039_18 “UGCE Borrower Group” means: (a) Sunrise HoldCo IV; and (b) any other person of which Sunrise HoldCo III is a Subsidiary and which is a Subsidiary of Sunrise HoldCo IV. “UK Bail-In Legislation” means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings). “Ultimate Parent” means: (a) Liberty Global Ltd., together with its successors; (b) upon consummation of any transaction whereby Liberty Global Ltd. has a Parent, “Ultimate Parent” will mean the top tier Parent above Liberty Global Ltd. and its successors; (c) following consummation of a Spin-Off, the Spin Parent and its successors; and (d) following consummation of a Parent Joint Venture Transaction, each of the ultimate Holding Companies of the Parent Joint Venture Holders and their successors. “United States” or “US” means the United States of America, its territories, possessions and other areas subject to the jurisdiction of the United States of America. “Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents (other than any Ancillary Facility Document). “Unrestricted Subsidiary” means any Subsidiary of Sunrise HoldCo III, any Subsidiary of any Permitted Affiliate Parent and any Subsidiary of an Affiliate Subsidiary that is not an Obligor which is designated by Sunrise HoldCo III or any Permitted Affiliate Parent in writing as an Unrestricted Subsidiary. “UPC” means Liberty Global Europe Holding B.V. (formerly known as United Pan- Europe Communications N.V.), a private limited liability company incorporated under the laws of The Netherlands under company registration number 34359572 and with its registered office at Amsterdam and its business office at Boeingavenue 53, 1119 PE Schiphol-Rijk, The Netherlands. “US Borrower” means any Additional Borrower under this Agreement which is incorporated or formed under the laws of a State of the United States or that resides or has a domicile, a place of business or property in the United States which, in each case, has not ceased to be a Borrower. “US Dollars” and “US$” means the lawful currency for the time being of the United States.


 
81 152197039_18 “US Obligor” has the meaning given to such term in Clause 23.6(e) (Insolvency). “Utilisation” means the utilisation of a Facility under this Agreement, whether by way of an Advance, the issue of a Documentary Credit or the utilisation of an Ancillary Facility. “Utilisation Date” means: (a) in relation to an Advance, the date on which such Advance is (or is requested) to be made; (b) in relation to a utilisation by way of Ancillary Facility, the date on which such Ancillary Facility is established; and (c) in relation to a utilisation by way of Documentary Credit, the date on which such Documentary Credit is to be issued, in each case, in accordance with the terms of this Agreement. “VAT” means value added or similar tax. “Vendor Financing Arrangements” means any arrangement, contractual or otherwise, pursuant to which credit or other financing is provided or arranged by a supplier (or any of its Affiliates) of assets (including equipment) and/or related services to a member of the Borrower Group in connection with such supply of assets and/or services. “Website Lenders” has the meaning given to such term in Clause 37.3(a) (Use of Websites/E-mail). “Western Europe” means the countries that comprise: (a) the European Union from time to time or as of a specified date as selected by the Borrower, being a date more recent than the Effective Date; and (b) Norway and Switzerland. “Wider Group” means: (a) UGC (as the successor person following the merger of UGC Europe Inc. into UGC) and each of its Affiliates including (for the avoidance of doubt), Liberty Global, Inc. and Liberty Media International, Inc. or any of their respective Subsidiaries (other than a member of the Borrower Group); and (b) following consummation of a Parent Joint Venture Transaction, each of the ultimate Holding Companies of the Parent Joint Venture Holders, the Parent Joint Venture Holders and the Joint Venture Parent and, in each case, their successors and their Subsidiaries (other than a member of the Borrower Group). “Write-down and Conversion Powers” means: (a) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; 82 152197039_18 (b) in relation to any other applicable Bail-In Legislation other than the UK Bail-In Legislation: (i) any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and (ii) any similar or analogous powers under that Bail-In Legislation; and (c) in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers. 1.2 Construction (a) In this Agreement, unless the contrary intention appears, a reference to: (i) a document being in the “agreed form” means a document (A) in a form previously agreed in writing by or on behalf of the Facility Agent and Sunrise HoldCo III, or (B) in a form substantially as set out in any Schedule to any Finance Document, or (C) (if not falling within (A) or (B) above) in form and substance satisfactory to the Lenders and initialled by or on behalf of the Facility Agent and Sunrise HoldCo III for the purposes of identification; (ii) “amendment” includes a supplement, novation or re-enactment and “amended” is to be construed accordingly; (iii) “assets” includes all or any part of any business, undertaking, real property, personal property, uncalled capital and any rights (whether actual or contingent, present or future) to receive, or require delivery of, any of the foregoing; (iv) a Borrower providing “cash cover” for a Documentary Credit or an Ancillary Facility means that Borrower paying an amount in the currency 83 152197039_18 of the Documentary Credit (or, as the case may be, Ancillary Facility) to an interest-bearing account in the name of that Borrower and the following conditions being met: (A) the account is with the Security Agent or with the L/C Bank or Ancillary Facility Lender for which that cash cover is to be provided; (B) subject to Clause 6.9(b) (Cash Cover by Borrower), until no amount is or may be outstanding under that Documentary Credit or Ancillary Facility, withdrawals from the account may only be made to pay a Finance Party amounts due and payable to it under this Agreement in respect of that Documentary Credit or Ancillary Facility; and (C) if requested by the relevant L/C Bank or Ancillary Facility Lender, that Borrower has executed a security document in respect of that account or a Security Document over that account, in form and substance satisfactory to the Security Agent or the L/C Bank or Ancillary Facility Lender, each acting reasonably, with which that account is held, creating a first ranking Security Interest over that account; (v) a Default (other than an Event of Default) is “continuing” if it has not been remedied or waived, an Event of Default is “continuing” if it has not been remedied or waived and a breach of the undertaking set out in Clause 22.2 (Financial Ratio) is “continuing” if it has not been remedied, waived or cured in accordance with paragraph (b) of Clause 22.2 (Financial Ratio) or Clause 22.4 (Cure provisions); (vi) “determines” or “determined” means, save as otherwise provided herein, a determination made in the absolute discretion of the person making the determination; (vii) references to the “equivalent” of an amount specified in a particular currency (the “specified currency amount”) shall be construed as a reference to the amount of the other relevant currency which can be purchased with the specified currency amount in the London foreign exchange market at or about 11.00 a.m. on the day on which the calculation falls to be made for spot delivery as determined by the Facility Agent in accordance with its customary practices; (viii) “European interbank market” means the interbank market for Euro operating in Participating Member States; (ix) a “guarantee” includes a reference to an indemnity or other assurance against financial loss including, without limitation, an obligation to purchase assets or services as a consequence of a default by any other person to pay any indebtedness and “guaranteed” and “guarantor” shall be construed accordingly; 84 152197039_18 (x) “indebtedness” is a reference to any obligation for the payment or repayment of money, whether as principal or as surety and whether present or future, actual or contingent; (xi) a “month” is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that, if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that month provided that in relation to an Interest Period for any Advance (or any other period for the accrual of commission or fees) in any currency for which there are rules specified as “Business Day Conventions” in respect of that currency in the applicable Reference Rate Terms, those rules shall apply; (xii) a Lender’s “participation” in relation to a Documentary Credit, shall be construed as a reference to the relevant amount that is or may be payable by that Lender in relation to that Documentary Credit; (xiii) “permanent prepayment and cancellation” means, in relation to any facility, a permanent prepayment of outstanding advances under that facility with a corresponding permanent cancellation of the total commitments in relation to that facility; (xiv) a “repayment” shall include a “prepayment” and references to “repay” or “prepay” shall be construed accordingly; (xv) a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality); (xvi) a Borrower “repaying” or “prepaying” a Documentary Credit or a letter of credit, bank guarantee, indemnity, performance bond or other documentary credit under an Ancillary Facility (each a “Relevant Documentary Credit”) means: (A) that Borrower providing cash cover for that Documentary Credit or in respect of the Ancillary Facility Outstandings; (B) the maximum amount payable under the Documentary Credit or Ancillary Facility being reduced or cancelled in accordance with its terms; (C) the relevant L/C Bank or Ancillary Facility Lender being satisfied that it has no further liability under that Documentary Credit or Ancillary Facility, and the amount by which a Documentary Credit is, or Ancillary Facility Outstandings are, repaid or prepaid under paragraphs (A) and (B) above is the amount of the relevant cash cover or reduction;


 
85 152197039_18 (D) in the case of a Documentary Credit, a Borrower has made a payment under paragraph (b) of Clause 6.6 (Claims under a Documentary Credit) in respect of that Documentary Credit or a Borrower has made a reimbursement in respect of that Documentary Credit under Clause 6.7 (Documentary Credit Indemnities) (but in each case only to the extent of such payment or reimbursement); (E) the Relevant Documentary Credit (as the case may be) expires in accordance with its terms or is otherwise returned by the beneficiary with its written confirmation that it is released and cancelled; or (F) a bank or financial institution having a long term credit rating from any of Moody’s, Standard & Poor’s or Fitch at least equal to Baa3/BBB- (as applicable or its equivalent or such other rating as the Facility Agent and the applicable L/C Bank or Ancillary Facility Lender (as the case may be) may agree), or by any other institution satisfactory to the applicable L/C Bank or Ancillary Facility Lender (as the case may be) (acting reasonably), having issued an unconditional and irrevocable guarantee, indemnity, counter-indemnity or similar assurance against financial loss in respect of amounts due under that Relevant Documentary Credit; (xvii) an amount “borrowed” includes any amount utilised by way of Documentary Credit or under an Ancillary Facility; (xviii) a reference to a party to any Finance Document shall be construed so as to include its respective and any subsequent successors, transferees, permitted assigns and merged entities; (xix) a Lender funding its participation in a Utilisation includes a Lender participating in a Documentary Credit; (xx) the “outstanding amount” of a Documentary Credit at any time is the maximum amount that is or may be payable by a Borrower in respect of that Documentary Credit at that time; (xxi) a “regulation” includes any present or future regulation, rule, directive, requirement, request or guideline (whether or not having the force of law but, if not having the force of law, only if compliance therewith is in accordance with the general practice of the relevant persons to whom it is intended to apply or, in the case of Clause 17 (Increased Costs) only, the relevant Finance Party or its Holding Company) of any agency, authority, central bank or government department or any self-regulatory or other national or supra-national authority; (xxii) a provision of a law is a reference to that provision as amended, re- enacted or extended; 86 152197039_18 (xxiii) a Clause or a Schedule is a reference to a clause of or a schedule to this Agreement; (xxiv) a person includes its successors, transferees and assigns; (xxv) (or to any specified provision of) this Agreement or any other document shall be construed, save where expressly provided to the contrary in this Agreement, as a reference to this Agreement, that provision or that document as in force for the time being and as from time to time amended in accordance with its terms, or, as the case may be, with the agreement of the relevant parties and (where such consent is, by the terms of this Agreement or the relevant document, required to be obtained as a condition to such amendment being permitted) the prior written consent of the Facility Agent, all of the requisite Lenders or the Majority Lenders (as the case may be); (xxvi) unless otherwise specified, a time of day is a reference to London time; (xxvii) words importing the plural include the singular and vice versa; (xxviii) “wholly-owned Subsidiary” means, in respect of any Person: (A) a Person all of the Capital Stock of which (other than (x) directors’ qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant to applicable law, regulation or to ensure limited liability and (y) in the case of an Asset Securitisation Subsidiary, shares held by a Person that is not an Affiliate of Sunrise HoldCo III solely for the purpose of permitting such Person (or such person’s designee) to vote with respect to customary major events with respect to such Asset Securitisation Subsidiary, including without limitation the institution of bankruptcy, insolvency or other similar proceedings, any merger or dissolution, and any change in charter documents or other customary events), is owned by that Person directly; or (B) a Person all of the Capital Stock of which is owned indirectly by a Person that satisfies the requirements of sub-paragraph (A) above; (xxix) “fair market value” unless otherwise specified in this Agreement, may be conclusively established by means of an officer’s certificate or a resolution of the board of directors (or equivalent) of Sunrise HoldCo III, any Permitted Affiliate Parent or any Affiliate Subsidiary setting out such fair market value as determined by such officer or such board of directors (or equivalent) in good faith; (xxx) any matter being “permitted” under this Agreement or any other Finance Document shall include references to such matters not being prohibited or otherwise being approved under this Agreement or any other such Finance Document; 87 152197039_18 (xxxi) “consolidated” in connection with the financial position of, financial statements of or accounts of or financial definitions in relation to, the Borrower Group shall be construed to mean that the accounts of any Affiliate Subsidiary shall be combined for the purpose of determining such financial position, financial statements, accounts or financial definitions; (xxxii) following the delivery of a Group Redesignation Notice to the Facility Agent designating any Holding Company of Sunrise HoldCo III and/or any Holding Company of any Permitted Affiliate Parent as a “New Group Topco”, any references to “Sunrise HoldCo III” and/or a “Permitted Affiliate Parent” (as applicable) in this Agreement shall be deemed to refer instead to that New Group Topco; (xxxiii) No Default, Event of Default or breach of any representation and warranty or undertaking under the Finance Documents shall arise merely as a result of a subsequent change in the CHF equivalent of any relevant amount due to fluctuations in exchange rates; (xxxiv) a reference in this Agreement to a page or screen of an information service displaying a rate shall include: (A) any replacement page or screen of that information service which displays that rate; and (B) the appropriate page or screen of such other information service which displays that rate from time to time in place of that information service, and, if such page, screen or service ceases to be available, shall include any other page, screen or service displaying that rate specified by the Facility Agent and agreed to by Sunrise HoldCo III; and (xxxv) a reference in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement rate for, that rate. (b) When determining the CHF equivalent amount for any purpose other than under Clause 22 (Financial Covenant), the Facility Agent shall determine the amount of (i) any undrawn Commitments denominated in US Dollars or any Additional Currency on the basis of the Agent’s Spot Rate of Exchange on the 2020 Amendment Effective Date (in the case of a Revolving Facility) or on the date of the relevant Additional Facility Accession Agreement (in the case of an Additional Facility); and (ii) any participations in Utilisations denominated in US Dollars, an Additional Currency or an Optional Currency on the basis of the Agent’s Spot Rate of Exchange on the date of receipt by the Facility Agent of the Request for the relevant Utilisation. (c) Unless the contrary intention appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement. 88 152197039_18 (d) The index to and the headings in this Agreement are for convenience only and are to be ignored in construing this Agreement. (e) Unless expressly provided to the contrary in a Finance Document, a person who is not a party to a Finance Document may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”). (f) Notwithstanding any term of any Finance Document, the consent of any third party is not required for any variation (including any release or compromise of any liability under) or termination of that Finance Document. (g) Where paragraph or clause numbers have changed in this Agreement as a result of the amendments to this Agreement implemented on the 2016 First Amendment Effective Date, the 2017 First Amendment Effective Date, the 2020 Amendment Effective Date, the 2021 Amendment Effective Date, 2022 Amendment Effective Date, the 2023 First Amendment Effective Date, the 2023 Second Amendment Effective Date, the 2024 Amendment Effective Date and the 2025 Amendment Effective Date and such paragraph and clause numbers are referred to in any Finance Document in force on the 2016 First Amendment Effective Date, the 2017 First Amendment Effective Date, the 2020 Amendment Effective Date, the 2021 Amendment Effective Date, the 2022 Amendment Effective Date, the 2023 First Amendment Effective Date, the 2023 Second Amendment Effective Date, the 2024 Amendment Effective Date or the 2025 Amendment Effective Date (as applicable), such paragraph or clause numbers shall be read and construed in this Agreement, for the purposes of the relevant Finance Document only, so that the relevant equivalent provision in this Agreement is referred to in each such Finance Document. (h) The knowledge or awareness or belief of any member of the Borrower Group shall be limited to the actual knowledge, awareness or belief of the board of directors (or equivalent body) of such member of the Borrower Group at the relevant time. (i) Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Advances in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrowers, the Facility Agent and such Lender and any such exchange, continuation or rollover shall be deemed to comply with any requirement hereunder or under any other Finance Document that any payment be made in “US Dollars” (or any other relevant currency), “in immediately available funds”, “in cash” or any other similar requirements. (j) No personal liability shall attach to any director, officer or employee of any member of the Borrower Group or any member of the Wider Group for any representation or statement made by that member of the Borrower Group or that member of the Wider Group in a Finance Document, certificate or other document required to be delivered under any Finance Document.


 
89 152197039_18 (k) The determination of the extent to which a rate is “for a period equal in length” to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period determined pursuant to the terms of this Agreement. (l) This Agreement is entered into subject to, and with the benefit of, the terms of the Intercreditor Agreement. (m) Notwithstanding anything to the contrary in this Agreement, the terms of the Intercreditor Agreement will prevail if there is a conflict between the terms of this Agreement and the terms of the Intercreditor Agreement. (n) Any Reference Rate Supplement relating to a currency and a Facility overrides anything relating to that currency and that Facility in: (i) Schedule 13 (Reference Rate Terms); or (ii) any earlier Reference Rate Supplement. (o) Any Methodology Supplement relating to the Daily Non-Cumulative Compounded RFR Rate overrides anything relating to that rate in: (i) Schedule 14 (Daily Non-Cumulative Compounded RFR Rate); or (ii) any earlier Methodology Supplement. (p) Polish terms In this Agreement, a reference to: (i) Polish Bankruptcy Law means the Polish Bankruptcy Law dated 28 February 2003, as amended; (ii) Polish Civil Code means the Polish Civil Code dated 23 April 1964, as amended; (iii) Polish Civil Procedure Code means the Polish Civil Procedure Code dated 17 November 1964, as amended; (iv) Polish Commercial Companies Code means the Polish Commercial Companies Code dated 15 September 2000, as amended; and (v) Polish Restructuring Law means the Polish Restructuring Law dated 15 May 2015, as amended. (q) In each Finance Document, where it relates to a person incorporated or having its centre of main interests in Poland, a reference to: (i) an agent includes an attorney (pełnomocnik), delivery agent (pełnomocnik do doręczeń), pledge administrator (administrator zastawu), mortgage administrator (administrator hipoteki) and mandatory (zleceniobiorca) of a person; 90 152197039_18 (ii) a composition, compromise, assignment, reorganisation or similar arrangement with any creditor includes a układ concluded or approved during insolvency proceedings under Polish Bankruptcy Law or restructuring proceedings (postępowanie restrukturyzacyjne) under Polish Restructuring Law. This also includes a partial composition (układ częściowy); (iii) a compulsory manager, receiver or administrator includes a tymczasowy nadzorca sądowy, tymczasawy zarządca, nadzorca, nadzorca sądowy, nadzorca układu, syndyk, zarządca or zarządca przymusowy, as defined in Polish Bankruptcy Law or Polish Restructuring Law. This also includes zarządca appointed under the Act on Registered Pledges or the Polish Civil Procedure Code and a kurator sądowy appointed under the Polish Civil Code; (iv) a dissolution includes a rozwiązanie spółki in accordance with the Polish Commercial Companies Code; (v) a liquidator includes a likwidator appointed under the Polish Commercial Companies Code; (vi) a moratorium includes a odroczenie spłaty zobowiązań pieniężnych; (vii) a security, Security, security interest or Security Interest means any mortgage (hipoteka), pledge (zastaw), registered pledge (zastaw rejestrowy), financial pledge (zastaw finansowy), security assignment (przelew praw na zabezpieczenie), security transfer of title (przewłaszczenie na zabezpieczenie), retention right (prawo zatrzymania) or right to reclaim sold goods (zastrzeżenie własności rzeczy sprzedanej); (viii) a quasi security means any power of attorney to bank accounts (pełnomocnictwo do rachunków bankowych) and voluntary submission to enforcement (oświadczenie o poddaniu się egzekucji); and (ix) a winding up includes a declaration of bankruptcy. (r) Dutch Terms In this Agreement, where it relates to a Dutch entity or the context so requires, a reference to: (i) The Netherlands means the European part of the Kingdom of the Netherlands and Dutch means in or of The Netherlands; (ii) a necessary action to authorise, where applicable, includes without limitation: (A) any action required to comply with the Dutch Works Council Act (Wet op de ondernemingsraden); and (B) obtaining positive or neutral advice (advies) from each competent works council, which, if conditional, contains conditions which 91 152197039_18 can reasonably be complied with and would not cause and are not reasonably likely to cause breach of any term of any Finance Document; (iii) a winding-up, administration or dissolution includes a Dutch entity being: (A) declared bankrupt (failliet verklaard); and (B) dissolved (ontbonden); (iv) a moratorium includes surseance van betaling and granted a moratorium includes surseance verleend; (v) a liquidator includes a curator or a beoogd curator; (vi) an administrator includes a bewindvoerder or a beoogd bewindvoerder; (vii) a receiver or an administrative receiver does not include a curator, a beoogd curator, a bewindvoerder or a beoogd bewindvoerder; and (viii) an attachment includes a beslag. 1.3 Existing Facility Agreement (a) Unless expressly stated to the contrary, and subject to paragraph (b), references in any of the Finance Documents to the Existing Finance Documents and to terms defined in, and provisions of, any of the Existing Finance Documents, shall be references to the relevant Existing Finance Document and such terms and provisions as at the Effective Date, as the same may be amended with the prior written approval of the Facility Agent (acting on the instructions of the Majority Lenders) from time to time. (b) References in any of the Finance Documents to any Finance Party (as defined in the Existing Facility Agreement) shall include such Finance Party’s permitted successors, transferees or assigns from time to time. 1.4 Permitted Affiliate Group Designation Date On and from any Permitted Affiliate Group Designation Date any obligation in this Agreement of Sunrise HoldCo III to procure that members of the Borrower Group comply with any covenant shall be construed such that Sunrise HoldCo III shall be obliged to procure that only its Subsidiaries that are members of the Borrower Group comply with that obligation and the relevant Permitted Affiliate Parent shall be obliged to procure that its Subsidiaries that are members of the Borrower Group comply with that obligation. 1.5 Exchange Rates When applying any monetary limits, thresholds and other exceptions to the representations and warranties, undertakings and Events of Default under the Finance Documents, the equivalent to an amount in CHF shall be calculated at a rate for the 92 152197039_18 conversion of the relevant non-CHF currency into CHF which is, at the election of Sunrise HoldCo III (a) a rate selected by Sunrise HoldCo III (acting reasonably and in good faith) or (b) the Agent’s Spot Rate of Exchange, in each case, as at the time of any relevant action. 1.6 Baskets (a) In the event that any amount or transaction meets the criteria of more than one of the baskets or exceptions set out in this Agreement, Sunrise HoldCo III, in its sole discretion, will classify and may from time to time reclassify that amount or transaction to a particular basket or exception and will only be required to include that amount or transaction in one of those baskets or exceptions (and, for the avoidance of doubt, an amount or transaction may at the option of Sunrise HoldCo III be split between different baskets or exceptions). (b) Any amounts incurred or actions taken on the basis of any basket, test or permission where an element is set by reference to a percentage of EBITDA or Total Assets (“EBITDA or Total Assets based basket”) shall (provided that such amounts or actions taken are, at the time of incurrence or being taken, duly and properly incurred or taken in accordance with the relevant basket, test or permission) be treated as having been duly and properly incurred or taken without the occurrence of a Default or Event of Default in the event that such EBITDA or Total Assets based basket subsequently decreases. 1.7 Interpretation of Events of Default (a) If any Default or Event of Default occurs due to (x) the failure by any person to take any action by a specified time, such Default or Event of Default shall be deemed to have been remedied at the time, if any, that the applicable person takes such action or (y) the taking of any action by any person that is not then permitted by the terms of this Agreement or any other Finance Document, such Default or Event of Default shall be deemed to be remedied on the earlier to occur of (A) the date on which such action would be permitted at such time to be taken under this Agreement and the other Finance Documents and (B) the date on which such action is unwound or otherwise modified to the extent necessary for such revised action to be permitted at such time by this Agreement and the other Finance Documents. If any Default or Event of Default occurs that is subsequently remedied (a “Cured Default”), any other subsequent Default or Event of Default resulting from the taking or omitting to take any action by any person, which subsequent Default or Event of Default would not have arisen had the Cured Default not occurred, shall be deemed to be remedied automatically upon, and simultaneously with, the remedy of the Cured Default. Notwithstanding anything to the contrary in this paragraph, a Default or Event of Default (the “Initial Default”) may not be cured pursuant to this Clause 1.7: (i) in the case of an Initial Default described in sub-paragraph (y) above, if an officer of Sunrise HoldCo III had Knowledge at the time of taking any such action that such Initial Default had occurred and was continuing; or


 
93 152197039_18 (ii) if the Facility Agent shall have declared all Outstandings to be immediately due and payable pursuant to the provisions described under Clause 23.18 (Acceleration) prior to the date such Initial Default would have been deemed to be remedied under this paragraph. (b) For purposes of this Clause 1.7, “Knowledge” shall mean, with respect to an officer of Sunrise HoldCo III, (i) the actual knowledge of such individual or (ii) the knowledge that such individual would have obtained if such individual had acted in good faith to discharge his or her duties with the same level of diligence and care as would reasonably be expected from an officer in a substantially similar position. (c) Notwithstanding anything to the contrary herein, (i) if a Default occurs for a failure to report or deliver a required certificate in connection with an Initial Default then at the time such Initial Default is remedied, such Default for a failure to report or deliver a required certificate in connection with the Initial Default will also be remedied without any further action and (ii) any Default or Event of Default for the failure to comply with the time periods prescribed in Clause 21.2 (Financial information), or otherwise to deliver any notice or certificate pursuant to any other provision of this Agreement shall be deemed to be remedied upon the delivery of any such report required by such covenant or notice or certificate, as applicable, even though such delivery is not within the prescribed period specified in this Agreement. 1.8 LIBOR Transition (a) Notwithstanding paragraph 17 of the Additional Facility AT Accession Agreement, from the 2023 First Amendment Effective Date the interest rate for any Advance under Additional Facility AT will be: (i) if it relates to an Interest Period for an Advance which is current on the 2023 First Amendment Effective Date, the sum of the reference rate that was determined for such Advance in accordance with this Agreement and the applicable Additional Facility Accession Agreement prior to the 2023 First Amendment Effective Date and the applicable Margin (as set out in the applicable Additional Facility Accession Agreement); or (ii) if it relates to any other Advance, calculated in accordance with paragraph (b) of Clause 12.1 (Calculation of interest – Term Rate Advances). (b) Notwithstanding paragraph 7 of the Additional Facility AT Accession Agreement, any interest due in relation to an Advance under Additional Facility AT on or after the 2023 First Amendment and Restatement Date will be payable in accordance with paragraph (a) of Clause 12.4 (Payment of Interest). (c) Notwithstanding paragraph 17 of the Additional Facility AU Accession Agreement and paragraph 24 of the Additional Facility AY Accession Agreement, from the 2023 First Amendment Effective Date the interest rate for any Advance under Additional Facility AU or Additional Facility AY will be: 94 152197039_18 (i) if it relates to an Interest Period for an Advance which is current on the 2023 First Amendment Effective Date, the sum of the reference rate that was determined for such Advance in accordance with this Agreement and the applicable Additional Facility Accession Agreement prior to the 2023 First Amendment Effective Date and the applicable Margin (as set out in the applicable Additional Facility Accession Agreement); and (ii) if it relates to any other Advance, calculated in accordance with paragraph (b) of Clause 12.1 (Calculation of interest – Term Rate Advances). (d) Notwithstanding paragraph 7 of the Additional Facility AU Accession Agreement and paragraph 7 of the Additional Facility AY Accession Agreement, any interest due in relation to an Advance under Additional Facility AU or Additional Facility AY on or after the 2023 First Amendment and Restatement Date will be payable in accordance with paragraph (a) of Clause 12.4 (Payment of Interest). 1.9 Existing Fixed Rate Facilities (a) The interest rate for any Advance under Additional Facility AQ shall continue to be a fixed rate of 3.625 per cent. per annum (save to the extent that Clause 12.5 (Default interest) applies) and, notwithstanding anything to the contrary in Clause 28.3 (Calculations), shall be calculated on the basis of a 360 day year comprising of twelve 30-day months. (b) Notwithstanding paragraph 12 of the Additional Facility AQ Accession Agreement, Clause 12.3 (Calculation of Interest – Fixed Rate Advances) shall apply to any Advance under Additional Facility AQ and the interest rate in relation to Additional Facility AQ shall not be calculated as the sum of EURIBOR and the applicable Margin. (c) The interest rate for any Advance under Additional Facility AZ shall continue to be a fixed rate of 4.875 per cent. per annum (save to the extent that Clause 12.5 (Default interest) applies) and, notwithstanding anything to the contrary in Clause 28.3 (Calculations), shall be calculated on the basis of a 360 day year comprising of twelve 30-day months. (d) Notwithstanding paragraph 17 of the Additional Facility AZ Accession Agreement, Clause 12.3 (Calculation of Interest – Fixed Rate Advances) shall apply to any Advance under Additional Facility AZ and the interest rate in relation to Additional Facility AZ shall not be calculated as the sum of LIBOR and the applicable Margin. 2. THE FACILITIES 2.1 Revolving Facility The Lenders grant to Sunrise HoldCo III upon the terms and subject to the conditions of this Agreement a multicurrency revolving loan facility up to a maximum aggregate principal amount of the Revolving Facility Commitments, as may be increased in 95 152197039_18 accordance with Clause 2.3 (Increase) which shall be available for drawing in Euro, US Dollars, Swiss Francs and any Optional Currency. 2.2 [Reserved] 2.3 Increase (a) In addition to paragraph (b) below, Sunrise HoldCo III may with the prior consent of a Lender, any bank, financial institution, trust, fund or any other person selected by Sunrise HoldCo III (each an “Increase Lender”) and by giving 10 Business Days prior notice to the Facility Agent, increase the Commitments under any Facility by including any new Commitments of any Increase Lender provided that: (i) at the election of Sunrise HoldCo III acting in its sole discretion, it shall be a condition: (A) that the aggregate principal amount of any proposed increase in the Commitments shall not exceed, mutatis mutandis, the Additional Facilities Cap on the date that such increase in the Commitments becomes effective (giving pro forma effect to the intended use of proceeds of such increased Commitment and assuming that the entire amount of that increased Commitment is drawn on such date, and provided that an election that this paragraph (A) shall apply may not be made in relation to that increased Commitment if an election that paragraph (B) below shall apply has previously been made in relation to that increased Commitment); or (B) to any Utilisation (other than a Rollover Loan or a Documentary Credit which is being renewed pursuant to Clause 6.2 (Renewal of Documentary Credits)) of that increased Commitment that the aggregate principal amount of that increased Commitment to be drawn would not exceed, mutatis mutandis, the Additional Facilities Cap on the date of that Utilisation (giving pro forma effect to the use of proceeds of such Utilisation but not assuming that the entire amount of that increased Commitment is drawn); and (ii) each Borrower for that Facility is or becomes an Obligor. (b) Sunrise HoldCo III may by giving prior notice to the Facility Agent by no later than the date falling 30 Business Days after the effective date of a cancellation of: (i) the Available Commitments of a Defaulting Lender in accordance with Clause 10.8 (Right of Cancellation in Relation to a Defaulting Lender); (ii) the Commitments of a Lender in accordance with Clause 18.1 (Illegality) and Clause 18.2 (Illegality in Relation to an L/C Bank); or 96 152197039_18 (iii) the Commitments of a Lender in accordance with Clause 10.7 (Right of prepayment and cancellation of a Single Lender), request that the Commitments relating to any Facility be increased (and the Commitments under that Facility shall be so increased) in an aggregate amount in the relevant currency of up to the amount of the Available Commitments or Commitments relating to that Facility so cancelled. (c) The increased Commitments will be assumed by one or more Increase Lenders each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume as if it had been a Party as a Lender on the Signing Date; each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been a Party as a Lender on the Signing Date. (d) Each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other relevant Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those relevant Finance Parties would have assumed and/or acquired had the Increase Lender been a Party as a Lender on the Signing Date. (e) The Commitments of the other Lenders shall continue in full force and effect. (f) An increase in the Commitments shall take effect on the date specified by Sunrise HoldCo III in the relevant notice referred to above or any later date on which the conditions set out in paragraph (g) below are satisfied. (g) An increase in the Commitments will only be effective on: (i) the execution by the Facility Agent of an Increase Confirmation from the relevant Increase Lender; (ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Facility Agent of all necessary “know your client” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Facility Agent shall promptly notify to Sunrise HoldCo III, the Increase Lender and each L/C Bank; and (iii) each relevant Increase Lender consenting to such increase. (h) Sunrise HoldCo III may pay to any Increase Lender a fee in the amount and at the times agreed between Sunrise HoldCo III and the Increase Lender.


 
97 152197039_18 (i) Each Increase Lender, by executing an Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. (j) The execution by Sunrise HoldCo III of an Increase Confirmation constitutes confirmation by each Guarantor that its obligations under Clause 19 (Guarantee) shall continue unaffected except that those obligations shall extend to the Total Commitments as increased by the addition of the new Commitments of any Increase Lender and shall be owed to each Finance Party including the relevant Lender. (k) Paragraphs (f) to (h) of Clause 30.3 (Transfers by Lenders) shall apply mutatis mutandis in this Clause 2.3 (Increase) in relation to an Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) the “New Lender” were references to that “Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”. 2.4 Additional Facilities (a) Any person may, subject to the terms of this Agreement, become a Lender by delivering to the Facility Agent an Additional Facility Accession Agreement in each case duly completed and executed by that person, Sunrise HoldCo III and, if the Additional Facility is to be granted to an Additional Borrower, the relevant Additional Borrower. That person shall become a Lender on the date specified in the Additional Facility Accession Agreement or any later date on which the conditions set out in paragraph (e) below are satisfied. (b) Upon the relevant person becoming a Lender, the Total Commitments shall be increased by the amount set out in the relevant Additional Facility Accession Agreement as that Lender’s Additional Facility Commitment. (c) Each Lender under an Additional Facility shall become a Party and be entitled to share in the Security in accordance with the terms of the Intercreditor Agreement and the Security Documents pari passu with the Lenders under the other Facilities provided that Sunrise HoldCo III and the relevant Lenders may agree that an Additional Facility shares in the Security on a junior basis to the other Facilities or shall not be entitled to share in the Security either in accordance with the terms of the Intercreditor Agreement or pursuant to ancillary intercreditor agreements. (d) Subject to paragraphs (g) and (h) below, each Lender will grant to the relevant Borrower a term loan facility or a revolving loan facility (which may include any Ancillary Facility and/or Documentary Credit facility) (an “Additional 98 152197039_18 Facility”) in the amount specified in the relevant Additional Facility Accession Agreement in Euros, US Dollars or an Additional Currency (as applicable) during the Additional Facility Availability Period specified in such Additional Facility Accession Agreement, subject to the terms of this Agreement. (e) On the date that the Facility Agent executes an Additional Facility Accession Agreement: (i) each Lender party to that Additional Facility Accession Agreement, each other Finance Party, Sunrise HoldCo III and the Obligors shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had each Lender been a Lender on the Effective Date, with the rights and/or obligations assumed by it as a result of that accession and with the Commitment specified by it as its Additional Facility Commitment; and (ii) each Additional Facility Lender shall become a Party as a “Lender”. (f) The execution by Sunrise HoldCo III of an Additional Facility Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 19 (Guarantee) shall continue unaffected except that those obligations shall extend to the Total Commitments as increased by the addition of the relevant Lender’s Commitment and shall be owed to each Finance Party including the relevant Lender. (g) Subject to paragraph (h) below, the aggregate principal amount of any proposed Additional Facility shall not, at the election of Sunrise HoldCo III acting in its sole discretion (x) on the date that the Additional Facility becomes effective (giving pro forma effect to the intended use of proceeds of such Additional Facility and assuming that the entire amount of that Additional Facility is drawn on such date, and provided that an election that this sub-paragraph (x) shall apply may not be made in relation to that Additional Facility if an election that sub- paragraph (y) shall apply has previously been made in relation to that Additional Facility) or (y) on the date of each Utilisation (other than a Rollover Loan or a Documentary Credit which is being renewed pursuant to Clause 6.2 (Renewal of Documentary Credits)) of that Additional Facility (giving pro forma effect to the use of proceeds of such Utilisation but not assuming that the entire amount of that Additional Facility is drawn) exceed the aggregate of the sum of: (i) an unlimited amount provided that on a pro forma basis the ratio of Senior Net Debt to Annualised EBITDA is equal to or less than 4.50:1, or in the case of an Additional Facility proposed to be used for Acquisition Debt, the ratio of Senior Net Debt to Annualised EBITDA would not be greater than it was immediately prior to the relevant acquisition or such other transaction; (ii) if the proceeds of the Additional Facility are being used to refinance existing indebtedness that ranks pari passu or senior in right of security to the Facilities, an amount equal to the accrued interest, premiums and other amounts owing or paid relating to such existing indebtedness together with related fees and expenses; 99 152197039_18 (iii) any amount of Financial Indebtedness available to be incurred pursuant to sub-paragraph (xxxiv) of the definition of Permitted Financial Indebtedness; and (iv) the aggregate amount of any voluntary prepayments of (A) Term Facility Advances that are secured on a pari passu basis with any other Facilities or (B) Revolving Facility Advances and any Advances under an Additional Revolving Facility (to the extent accompanied by a corresponding permanent cancellation of the relevant Revolving Facility Commitments or Additional Facility Commitments, as applicable), in each case, to the extent the relevant prepayment or cancellation is not funded or effected with any long-term Financial Indebtedness (including Financial Indebtedness in the form of a bridge or other interim credit facility intended to be refinanced with long-term Financial Indebtedness), provided, that (A) any Additional Facility may be incurred under one or more of the above sub-paragraphs as selected by Sunrise HoldCo III, in its sole discretion, (B) Sunrise HoldCo III may elect to incur Additional Facilities under sub- paragraph (i) prior to using amounts available under sub-paragraphs (iii) and (iv), (C) amounts incurred pursuant to sub-paragraph (iii) substantially concurrently with amounts incurred pursuant to sub-paragraph (i) will not count as Financial Indebtedness for the purposes of calculating Senior Net Debt and (D) Sunrise HoldCo III shall have the ability to classify such amounts of Financial Indebtedness on the date of their incurrence and shall only be required to include the amount and type of such Financial Indebtedness in one of the sub-paragraphs above and will be permitted on the date of such incurrence to divide and classify an item of such Financial Indebtedness in more than one of the types of Financial Indebtedness described in such paragraphs, and, from time to time, may reclassify all or a portion of such Financial Indebtedness, in any manner, (the “Additional Facilities Cap”). (h) There shall be no limit on the aggregate principal amount of any proposed Additional Facility (a “Refinancing Additional Facility”) to the extent established in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or in part, existing Utilisations or Commitments (the “Refinanced Debt”) provided that if the obligations under such Refinancing Additional Facility do not rank equal to or junior to such existing Utilisations and Commitments the principal amount of such Refinancing Additional Facility shall not exceed an amount equal to the Additional Facilities Cap (or its equivalent in other currencies). A Refinancing Additional Facility may only be established if the following conditions are met: (i) it provides for Additional Facility Commitments which are in an aggregate principal amount that is not less than: (A) in the case of any Additional Revolving Facility, CHF 1,000,000 (where the Refinancing Additional Facility is denominated in Swiss Francs), €1,000,000 (where the Refinancing Additional Facility is denominated in Euros) or US$1,000,000 (where the 100 152197039_18 Refinancing Additional Facility is denominated in US Dollars); and (B) in the case of any Term Facility, €15,000,000 (where the Refinancing Additional Facility is denominated in Euros) or US$1,000,000 (where the Refinancing Additional Facility is denominated in US Dollars), in each case provided that such amount may be less than CHF 1,000,000, €1,000,000, US$1,000,000, €15,000,000 and US$15,000,000, respectively, if such amount is equal to the entire outstanding principal amount of the Refinanced Debt; (ii) in the case of Refinancing Additional Facilities which are Term Facilities: (A) it does not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties thereon and fees, expenses, OID and upfront fees associated with the refinancing of the Refinanced Debt; (B) it ranks pari passu or junior in right of payment with any Additional Facility Commitments which are senior in right of payment and shall rank pari passu or junior in right of Security with the Additional Facility Commitments which are secured on a first ranking basis in accordance with the terms of the Intercreditor Agreement or other intercreditor agreement or arrangement reasonably satisfactory to Sunrise HoldCo III and the Facility Agent; and (C) to the extent applicable, it is subject to the Intercreditor Agreement; and (iii) in the case of Refinancing Additional Facilities which are Additional Revolving Facilities: (A) it ranks pari passu or junior in right of payment with the Additional Facility Commitments that are senior in right of payment and shall rank pari passu in right of Security with the Additional Facility Commitments which are secured on a first ranking basis; (B) it does not have a greater principal amount of Additional Facility Commitments than the principal amount of the Refinanced Debt and accrued interest, fees, premiums (if any) and penalties thereon and fees, expenses, OID and upfront fees associated with the refinancing of the Refinanced Debt; and (C) it shall be subject to the Intercreditor Agreement. (i) Notwithstanding anything to the contrary in any Finance Document or any document entered into for the benefit of any Finance Party, and for the


 
101 152197039_18 avoidance of doubt, an Affiliate of Sunrise HoldCo III that issues any notes, bonds or other securities for the purpose of on-lending the proceeds of such issuance under a Facility and to a Borrower under this Agreement: (i) shall be entitled to exercise its voting rights in respect of any request for a consent, waiver or amendment or other vote under any Finance Document in relation to any Commitment (including for the avoidance of doubt, under any sub-participation agreement or similar agreement in respect of that Commitment) held by it in its sole discretion and in accordance with the terms of any indenture or other document governing such notes, bonds or other securities; (ii) shall be entitled to attend any meeting or conference call to which all Lenders are invited to attend or participate; and (iii) shall not be required to give any undertaking that is contrary to the rights set out in paragraphs (i) and (ii) above, and no breach of any Finance Document will occur as a result of a failure by such an Affiliate to give such an undertaking. (j) With the prior written consent of Sunrise HoldCo III, the Facility Agent is authorised and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Finance Document (in accordance with terms of this Clause 2.4 (Additional Facilities)) to reflect the terms of each Additional Facility without the consent of any Lender other than the applicable Additional Facility Lender. (k) Each Party (other than each proposed Additional Facility Lender, Sunrise HoldCo III and the proposed Borrower of the Additional Facility) irrevocably authorises and instructs the Facility Agent to execute on its behalf any Additional Facility Accession Agreement which has been duly completed and signed on behalf of each proposed Additional Facility Lender, Sunrise HoldCo III and each proposed Borrower of the Additional Facility, and each Obligor agrees to be bound by such accession. (l) Each proposed Additional Facility Lender, by executing an Additional Facility Accession Agreement, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which that Additional Facility Accession Agreement becomes effective. 2.5 Overall facility limits (a) The aggregate amount of all outstanding Utilisations under an Additional Facility shall not at any time exceed the relevant Total Additional Facility Commitments for that Additional Facility. (b) The aggregate amount of the participations of a Lender in Utilisations under an Additional Facility shall not at any time exceed that Lender’s Additional Facility Commitment for that Additional Facility at that time. 102 152197039_18 (c) The aggregate amount of all outstanding Utilisations under the Revolving Facility shall not at any time exceed the Total Revolving Facility Commitments. (d) The aggregate amount of the participations of a Lender in Utilisations under the Revolving Facility shall not at any time exceed that Lender’s Revolving Facility Commitment at that time. 2.6 Number of Requests and Advances (a) No more than one Request may be made under each Additional Facility unless the relevant Additional Facility Accession Agreement specifies otherwise, in which case the maximum number of requests for Advances under that Additional Facility will be as set out in that Additional Facility Accession Agreement. (b) Unless the Facility Agent agrees otherwise, no more than five Advances may be outstanding at any one time under each Additional Facility (other than Additional Revolving Facilities), no more than ten Advances may be outstanding at any one time under each Additional Revolving Facility and no more than 10 Advances may be outstanding at any time under a Revolving Facility. 2.7 Nature of a Finance Party’s rights and obligations (a) The obligations of a Finance Party under the Finance Documents are several. Failure of a Finance Party to carry out those obligations does not relieve any other Party of its obligations under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents. (b) The rights of a Finance Party under the Finance Documents are divided rights. A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce those rights. (c) Each of the Obligors and each of the Finance Parties agrees that the Security Agent shall be the joint and several creditor (hoofdelijk crediteur) of each and every obligation of any Obligor towards each of the Finance Parties under any Finance Document, and that accordingly the Security Agent will have its own independent claim as creditor and not as agent against each Obligor to demand performance by the relevant Obligor of those obligations. However, any discharge of any such obligation to either of the Security Agent or the relevant Finance Party shall, to the same extent, discharge the corresponding obligation owing to the other. (d) Without limiting or affecting the Security Agent’s rights against any Obligor (whether under this paragraph or under any other provision of the Finance Documents), the Security Agent agrees with each other Finance Party (on a several and divided basis) that, subject as set out in the next sentence, it will not exercise its rights as a joint and several creditor with a Finance Party except with the prior written consent of the relevant Finance Party. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Security Agent’s right to act in the protection or preservation of rights under or to enforce any Security Document or the Intercreditor Agreement as 103 152197039_18 contemplated by the Finance Documents (or to do any act reasonably incidental to any of the foregoing). 2.8 Sunrise HoldCo III as Obligors’ agent (a) Each Obligor (other than Sunrise HoldCo III): (i) irrevocably authorises and instructs Sunrise HoldCo III to give and receive as agent on its behalf all notices (including Requests) and sign all documents in connection with the Finance Documents on its behalf (including but not limited to amendments and variations and execution of any new Finance Documents) and take such other action as may be necessary or desirable under or in connection with the Finance Documents; and (ii) confirms that it will be bound by any action taken by Sunrise HoldCo III under or in connection with the Finance Documents. (b) If (notwithstanding the fact that the guarantees granted under this Agreement are and the Security is, intended to guarantee and secure, respectively, all obligations arising under the Finance Documents), any guarantee or Security does not automatically extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) amendment, variation, increase, extension or addition of or to any of the Finance Documents and/or any Facility or amount made available under any of the Finance Documents, each Obligor (other than Sunrise HoldCo III) expressly confirms that Sunrise HoldCo III as Obligors’ agent is authorised to confirm such guarantee and/or Security on behalf of such Obligor. (c) For the avoidance of doubt, each Obligor (other than Sunrise HoldCo III) hereby releases Sunrise HoldCo III from the restrictions set out in Article 108 of the Polish Civil Code. 2.9 Actions of Sunrise HoldCo III as Obligors’ agent The respective liabilities of each of the Obligors under the Finance Documents shall not be in any way affected by: (a) any irregularity (or purported irregularity) in any act done by or any failure (or purported failure) by Sunrise HoldCo III; (b) Sunrise HoldCo III acting (or purporting to act) in any respect outside any authority conferred upon it by any Obligor; or (c) the failure (or purported failure) by or inability (or purported inability) of Sunrise HoldCo III to inform any Obligor of receipt by it of any notification under this Agreement or any other Finance Document. 104 152197039_18 3. PURPOSE 3.1 Purpose (a) Each Utilisation under an Additional Facility will be applied to finance the general corporate and working capital purposes of the Borrower Group, including, without limitation, to finance capital expenditure and the making of Acquisitions by the Borrower Group (to the extent permitted by this Agreement) and the repayment or prepayment of any Facilities. (b) Each Utilisation under the Revolving Facility shall be applied for the purposes of financing the ongoing working capital requirements and the general corporate purposes of the Borrower Group, including without limitation, the redemption, refinancing, repayment or prepayment of existing indebtedness of any member of the Borrower Group and/or the payment of any fees and expenses in connection with the Revolving Facility or other transactions related thereto, and may be utilised by way of Revolving Facility Advances, Documentary Credits or, subject to the provisions of Clause 7 (Ancillary Facilities), Ancillary Facilities. 3.2 No monitoring Without affecting the obligations of the Borrowers in any way, no Finance Party is bound to monitor or verify the application of the proceeds of any Utilisation. 4. CONDITIONS PRECEDENT 4.1 Conditions precedent documents [Reserved.] 4.2 Further conditions precedent The obligations of each Lender to participate in any Advance and each L/C Bank to issue a Documentary Credit are subject to the further conditions precedent that: (a) in the case of a Rollover Loan or a Documentary Credit which is being renewed pursuant to Clause 6.2 (Renewal of Documentary Credits), on both the date of the Request and on the proposed Utilisation Date for that Advance or Documentary Credit, the Facility Agent shall not have received instructions from the relevant Revolving Facility Instructing Group requiring the Facility Agent to refuse such rollover or renewal of a Documentary Credit, in each case, by reason of the Acceleration Date having occurred; (b) in any other case, on the proposed Utilisation Date for that Advance or Documentary Credit: (i) the representations and warranties in Clause 20 (Representations and Warranties) to be repeated on those dates are and will be immediately after the relevant Advance is drawn down or Documentary Credit is issued correct in all material respects; and


 
105 152197039_18 (ii) no Default is continuing or would result from the proposed Advance or Documentary Credit, provided that, in relation to any Advance or Documentary Credit under a Facility in relation to a Limited Condition Transaction, the Lenders under that Facility may agree to amend or waive any of the conditions under paragraphs (i) and (ii) above; (c) in the case of a Utilisation under a Maintenance Covenant Revolving Facility (other than in relation to a Utilisation (i) that is a Rollover Loan or a Documentary Credit which is being renewed pursuant to Clause 6.2 (Renewal of Documentary Credit) or (ii) under any Facility in relation to a Limited Condition Transaction), subject to the expiry of the cure period in Clause 22.4 (Cure provisions), no Default is continuing under Clause 22 (Financial Covenant); (d) the relevant Borrower confirms to the Facility Agent in the Request that the proceeds of such Advance are only to be applied in accordance with Clause 3.1 (Purpose) and specifies the relevant purpose of the proposed Advance in such Request; (e) in the case of a Utilisation under a Revolving Facility by way of a Documentary Credit: (i) the proposed Term of the Documentary Credit ends on or before: (A) if the Final Maturity Date in respect of the Revolving Facility has not yet occurred, the Final Maturity Date in respect of Revolving Facility; or (B) in the case of an Additional Revolving Facility, the Final Maturity Date in respect of that Additional Revolving Facility; and (ii) immediately after the making of such Utilisation there will be no more than 25 Documentary Credits then outstanding under the Revolving Facility provided that, for such purposes, a pro rata utilisation of the Revolving Facility on or after the 2023 Second Amendment and Restatement Date shall be deemed to be one Documentary Credit; (f) in the case of a Utilisation by way of a Documentary Credit which is not substantially in the form set out in Schedule 7 (Form of Documentary Credit), the relevant L/C Bank shall have approved the terms of such Documentary Credit (acting reasonably); and (g) [Reserved]. 106 152197039_18 5. UTILISATIONS 5.1 Delivery of Request Subject to the terms of this Agreement, an Advance will be made by the Lenders to a Borrower or a Documentary Credit will be issued by an L/C Bank at a Borrower’s request if: (a) in the case of an Advance, the Facility Agent has received from such Borrower a duly completed Request in the relevant form; and (b) in the case of a Documentary Credit, both the Facility Agent and the relevant L/C Bank have received from such Borrower a duly completed Request in the relevant form, in each case, (unless otherwise agreed with the Facility Agent (and, in relation to a Documentary Credit only, the L/C Bank)) by the Specified Time or (if applicable) by not later than the time specified in the relevant Additional Facility Accession Agreement. 5.2 Form of Request Each Request shall specify (where applicable): (a) the relevant Facility and the corresponding Utilisation Date which shall be a Business Day falling during the Availability Period for that Facility; (b) the currency of the proposed Advance (which must be Euros, US Dollars or an Additional Currency (in each case as specified in the relevant Additional Facility Accession Agreement) or, in relation to a Revolving Facility, Euros, US Dollars, Swiss Francs or an Optional Currency); (c) in the case of an Advance in relation to a term loan facility, the principal amount of the proposed Advance which: (i) if denominated in Euros, shall be a minimum amount of €10,000,000; (ii) if denominated in US Dollars, shall be a minimum amount of US$10,000,000; and (iii) if denominated in any Additional Currency, shall be a minimum amount equivalent to CHF 10,000,000 (in each case using the Agent’s Spot Rate of Exchange on the date of receipt by the Facility Agent of the Request and rounded up to the nearest million units in the relevant Additional Currency); (d) in the case of a Revolving Facility Advance or an Advance in relation to an Additional Revolving Facility, the principal amount of the proposed Advance which: (i) if denominated in Euros, shall be a minimum amount of €1,000,000; 107 152197039_18 (ii) if denominated in Swiss Francs, shall be a minimum amount of CHF 1,000,000; (iii) if denominated in US Dollars, shall be a minimum amount of US$1,000,000; and (iv) if denominated in any Additional Currency or Optional Currency, shall be a minimum amount equivalent to CHF 1,000,000 (in each case using the Agent’s Spot Rate of Exchange on the date of receipt by the Facility Agent of the Request and rounded up to the nearest million units in the relevant Additional Currency or Optional Currency); (e) in the case of a Documentary Credit, the proposed CHF Amount of such Documentary Credit which shall be a minimum of CHF 1,000,000 or such lesser amount as the relevant L/C Bank may agree (acting reasonably); (f) the Interest Period of the Advance, which must be a period complying with Clause 13 (Interest Periods) or the Expiry Date of the Documentary Credit (as applicable); and (g) unless previously notified to the Facility Agent in writing and not revoked the details of the bank and account to which the proceeds of the proposed Advance are to be made available, which must comply with Clause 14 (Payments). Subject to the terms of this Agreement, each Request shall be irrevocable and the relevant Borrower shall be bound to borrow an Advance or Documentary Credit (as applicable) in accordance with such Request. 5.3 Notification to the Lenders The Facility Agent shall promptly notify each Lender participating in the relevant Advance of each Request for an Advance and the amount of its participation in the Advance. 5.4 Participations in Advances (a) The Facility Agent shall determine the CHF Amount of each Advance under a Revolving Facility or an Additional Revolving Facility which is to be made in US Dollars, Euros or an Optional Currency and notify each applicable Lender of the amount, currency and the CHF Amount of such Advance, the amount of its participation in that Advance and, if different, the amount of that participation to be made available in accordance with Clause 14.2 (Funds) by the Specified Time. (b) Subject to the terms of this Agreement, each Lender shall, on the date specified in any Request for an Advance, make available to the Facility Agent for the account of the relevant Borrower the amount of its participation in that Advance. All such amounts shall be made available to the Facility Agent in accordance with Clause 14.2 (Funds) for disbursement to or to the order of the relevant Borrower in accordance with the provisions of this Agreement. (c) The amount of a Lender’s participation in an Advance will be the proportion (applied to the amount set out in the Request) which its relevant Additional 108 152197039_18 Facility Commitment bears to the relevant Total Additional Facility Commitments or, in the case of a Revolving Facility Advance, the proportion (applied to the amount set out in the Request) which its relevant Revolving Facility Commitment bears to the Total Revolving Facility Commitments. (d) Advances denominated in Swiss Francs will only be made available in Swiss Francs. 6. DOCUMENTARY CREDITS 6.1 Issue of Documentary Credits (a) Each L/C Bank shall issue Documentary Credits pursuant to Clause 4.2 (Further Conditions Precedent) by: (i) completing the issue date and the proposed Expiry Date of any Documentary Credit to be issued by it; and (ii) executing and delivering such Documentary Credit to the relevant Documentary Credit Beneficiary on the relevant Utilisation Date. (b) Each Lender having a Revolving Facility Commitment or an Additional Facility Commitment in relation to an Additional Revolving Facility (an “L/C Lender”) will participate by way of indemnity in each Documentary Credit issued under the relevant Facility in an amount equal to its L/C Proportion. (c) The Facility Agent shall notify each L/C Lender and the relevant L/C Bank of the details of any requested Documentary Credit (including the CHF Amount of it, and, if such Documentary Credit is not to be denominated in Swiss Francs, the relevant currency in which it will be denominated and the amount of it) and its participation in that Documentary Credit. 6.2 Renewal of Documentary Credits (a) Each Borrower may request that a Documentary Credit issued on its behalf be renewed by delivering to the Facility Agent and the relevant L/C Bank a Renewal Request which complies with Clause 4.2 (Further conditions precedent) and Clause 5.2 (Form of Request). (b) The terms of each renewed Documentary Credit shall be the same as those of the relevant Documentary Credit immediately prior to its renewal, except that (as stated in the Renewal Request therefor): (i) its amount may be less than the amount of such Documentary Credit immediately prior to its renewal; and (ii) its Term shall start on the date which was the Expiry Date of that Documentary Credit immediately prior to its renewal, and shall end on the proposed Expiry Date specified in the Renewal Request.


 
109 152197039_18 (c) If the conditions set out in this Clause 6.2 (Renewal of Documentary Credits) have been met, the relevant L/C Bank shall amend and re-issue the relevant Documentary Credit pursuant to a Renewal Request. 6.3 Reduction of a Documentary Credit (a) If, on the proposed Utilisation Date of a Documentary Credit, any Lender under the relevant Revolving Facility or the relevant Additional Revolving Facility (as applicable) is a Non-Acceptable L/C Lender and: (i) that Lender has failed to provide cash collateral to the relevant L/C Bank in accordance with Clause 6.8 (Cash Collateral by Non-Acceptable L/C Lender); and (ii) either: (A) the relevant L/C Bank has not required the relevant Borrower which requested the Documentary Credit to provide cash cover pursuant to Clause 6.9 (Cash Cover by Borrower); or (B) the relevant Borrower which requested the Documentary Credit has failed to provide cash cover to the relevant L/C Bank in accordance with Clause 6.9 (Cash Cover by Borrower), the relevant L/C Bank may reduce the amount of that Documentary Credit by an amount equal to the amount of the participation of that Non- Acceptable L/C Lender in respect of that Documentary Credit and that Non-Acceptable L/C Lender shall be deemed not to have any participation (or obligation to indemnify the relevant L/C Bank) in respect of that Documentary Credit for the purposes of the Finance Documents. (b) The relevant Borrower shall notify the Facility Agent (with a copy to the relevant L/C Bank) of each reduction made pursuant to this Clause 6.3 (Reduction of a Documentary Credit). (c) This Clause 6.3 (Reduction of a Documentary Credit) shall not affect the participation of each other Lender in that Documentary Credit. 6.4 Revaluation of Documentary Credits (a) If any Documentary Credit is denominated in a currency other than Swiss Francs, the Facility Agent shall on the last Business Day of each financial year recalculate the CHF Amount of that Documentary Credit by notionally converting into Swiss Francs, the outstanding amount of that Documentary Credit on the basis of the Agent’s Spot Rate of Exchange on the date of calculation. (b) The relevant Borrower shall, if requested by the Facility Agent within two days of any calculation under paragraph (a) above, ensure that within ten Business Days sufficient outstanding amounts under the Revolving Facility or the Additional Revolving Facility in relation to that Documentary Credit (as 110 152197039_18 applicable) are repaid (subject to Break Costs, if applicable, but otherwise without penalty or premium which might otherwise be payable), to prevent the CHF Amount of the outstanding amounts under the Revolving Facility or that Additional Revolving Facility (as applicable) exceeding the Total Revolving Facility Commitments or the Total Additional Facility Commitments in relation to that Additional Revolving Facility (as applicable), adjusted to reflect any cancellations or reductions, following any adjustment under paragraph (a) above. 6.5 Immediately Payable (a) If a Documentary Credit or any amount outstanding under a Documentary Credit becomes immediately payable under this Agreement, the relevant Borrower that requested (or on behalf of which Sunrise HoldCo III requested) the issue of that Documentary Credit shall repay or prepay that Documentary Credit or that amount within three Business Days of demand. (b) Each L/C Bank shall promptly notify the Facility Agent of any demand received by it under and in accordance with any Documentary Credit (including details of the Documentary Credit under which such demand has been received and the amount demanded). The Facility Agent shall promptly notify Sunrise HoldCo III, the relevant Borrower for whose account the Documentary Credit was issued and each of the Lenders under the Revolving Facility or the relevant Additional Revolving Facility (as applicable). 6.6 Claims Under a Documentary Credit (a) Each Borrower irrevocably and unconditionally authorises each L/C Bank to pay any claim made or purported to be made under a Documentary Credit requested by it (or by Sunrise HoldCo III on its behalf) and which appears on its face to be in order (a “claim”). (b) Each Borrower shall within three Business Days of demand pay to the Facility Agent for the account of the relevant L/C Bank an amount equal to the amount of any claim under that Documentary Credit. (c) On receipt of any demand or notification under Clause 6.5 (Immediately Payable), the relevant Borrower shall (unless Sunrise HoldCo III notifies the Facility Agent otherwise) be deemed to have delivered to the Facility Agent a duly completed Request requesting a Revolving Facility Advance or an Advance under the relevant Additional Revolving Facility (as applicable): (i) in an amount and currency equal to the amount and currency of the relevant claim (if applicable, net of any available cash cover); (ii) for an Interest Period of three months or such other period of up to six months as notified by the relevant Borrower to the relevant L/C Bank prior to the Utilisation Date applicable to such currency; and (iii) with a Utilisation Date on the date of receipt of the relevant demand or notification. The proceeds of any such Advance shall be used to pay the relevant claim. 111 152197039_18 (d) Each Borrower acknowledges that each L/C Bank: (i) is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and (ii) deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person. (e) The obligations of each Borrower under this Clause 6.6 (Claims Under a Documentary Credit) will not be affected by: (i) the sufficiency, accuracy or genuineness of any claim or any other document; or (ii) any incapacity of, or limitation on the powers of, any person signing a claim or other document. (f) Without prejudice to any other matter contained in this Clause 6.6 (Claims Under a Documentary Credit), the relevant L/C Bank shall notify the relevant Borrowers as soon as reasonably practicable after receiving a claim. 6.7 Documentary Credit Indemnities (a) The relevant Borrower shall within three Business Days of demand indemnify an L/C Bank against any cost, loss or liability incurred by such L/C Bank (otherwise than by reason of such L/C Bank’s gross negligence, wilful misconduct or wilful breach of the terms of this Agreement) in acting as an L/C Bank under any Documentary Credit requested by such Borrower. (b) Each L/C Lender shall (according to its L/C Proportion) promptly on demand indemnify an L/C Bank against any cost, loss or liability incurred by such L/C Bank (otherwise than by reason of such L/C Bank’s gross negligence, wilful misconduct or wilful breach of the terms of this Agreement) in acting as an L/C Bank under any Documentary Credit (except to the extent that such L/C Bank has been reimbursed by an Obligor pursuant to a Finance Document). (c) If any L/C Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that L/C Lender will not be obliged to comply with paragraph (b) above and shall instead be deemed to have taken, on the date the relevant Documentary Credit is issued (or if later, on the date that L/C Lender’s participation in the Documentary Credit is transferred or assigned to that L/C Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Documentary Credit in an amount equal to its L/C Proportion of that Documentary Credit. On receipt of demand from the Facility Agent, that L/C Lender shall pay to the Facility Agent (for the account of the relevant L/C Bank) an amount equal to its L/C Proportion of the amount demanded under paragraph (b) above. (d) The Borrower which requested the Documentary Credit shall within three Business Days of demand reimburse any L/C Lender for any payment it makes to an L/C Bank under this Clause 6.7 (Documentary Credit Indemnities) in 112 152197039_18 respect of that Documentary Credit unless such Lender or an Obligor has already reimbursed such L/C Bank in respect of that payment. (e) The obligations of each L/C Lender and Borrower under this Clause 6.7 (Documentary Credit Indemnities) are continuing obligations and will extend to the ultimate balance of sums payable by that L/C Lender in respect of any Documentary Credit, regardless of any intermediate payment or discharge in whole or in part. (f) The obligations of any L/C Lender or Borrower under this Clause 6.7 (Documentary Credit Indemnities) will not be affected by any act, omission, matter or thing which, but for this Clause 6.7 (Documentary Credit Indemnities) would reduce, release or prejudice any of its obligations under this Clause 6.7 (Documentary Credit Indemnities) (without limitation and whether or not known to it or any other person) including: (i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Documentary Credit or any other person; (ii) the release of any Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Borrower Group; (iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Documentary Credit or any other person or any non-presentation or non- observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Documentary Credit or any other person; (v) any amendment or restatement (however fundamental) or replacement of a Finance Document, any Documentary Credit or any other document or security; (vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Documentary Credit or any other document or security; or (vii) any insolvency or similar proceedings. 6.8 Cash Collateral by Non-Acceptable L/C Lender (a) If, at any time, a Lender under a Revolving Facility or an Additional Revolving Facility is a Non-Acceptable L/C Lender, the relevant L/C Bank may, by notice to that Lender, request that Lender to pay and that Lender shall pay, on or prior to the date falling three Business Days after the request by such L/C Bank, an amount equal to that Lender’s L/C Proportion of the outstanding amount of a Documentary Credit issued by such L/C Bank and in the currency of that


 
113 152197039_18 Documentary Credit to an interest-bearing account held in the name of that Lender with such L/C Bank. (b) The Non-Acceptable L/C Lender to whom a request has been made in accordance with paragraph (a) above shall enter into a security document or other form of collateral arrangement over the account, in form and substance satisfactory to the relevant L/C Bank, as collateral for any amounts due and payable under the Finance Documents by that Lender to the L/C Bank in respect of that Documentary Credit. (c) Until no amount is or may be outstanding under that Documentary Credit, withdrawals from the account may only be made to pay to the relevant L/C Bank amounts due and payable to the relevant L/C Bank by the Non-Acceptable L/C Lender under the Finance Documents in respect of that Documentary Credit. (d) Each Lender under a Revolving Facility or an Additional Revolving Facility shall notify the Facility Agent and Sunrise HoldCo III: (i) on the 2020 Amendment Effective Date or on any later date on which it becomes such a Lender in accordance with Clause 2.3 (Increase), Clause 2.4 (Additional Facilities) or Clause 30 (Changes to the Parties) whether it is a Non-Acceptable L/C Lender; and (ii) as soon as practicable upon becoming aware of the same, that it has become a Non-Acceptable L/C Lender, and an indication in a Novation Certificate, a Transfer Agreement, an Additional Facility Accession Agreement or an Increase Confirmation or, in the case of a Revolving Facility Lender, next to their name in Part 3 of Schedule 1 (Original Parties), to that effect will constitute a notice under paragraph (d)(i) to the Facility Agent (and in the case of each Revolving Facility Lender, Sunrise HoldCo III) and, upon delivery in accordance with Clause 30.11 (Copy of Novation Certificate Transfer Agreement or Increase Confirmation to Sunrise HoldCo III) or otherwise, to Sunrise HoldCo III. (e) Any notice received by the Facility Agent pursuant to paragraph (d) above shall constitute notice to each L/C Bank of that Lender’s status and the Facility Agent shall, upon receiving each such notice, promptly notify each L/C Bank of that Lender’s status as specified in that notice. (f) If a Lender who has provided cash collateral in accordance with this Clause 6.8 (Cash Collateral by Non-Acceptable L/C Lender): (i) ceases to be a Non-Acceptable L/C Lender; and (ii) no amount is due and payable by that Lender in respect of a Documentary Credit, that Lender may, at any time it is not a Non-Acceptable L/C Lender, by notice to the relevant L/C Bank request that an amount equal to the amount of the cash provided by it as collateral in respect of that Documentary Credit (together with any accrued interest) standing to the credit of the relevant account held with that 114 152197039_18 L/C Bank be returned to it and that L/C Bank shall pay that amount to the Lender within three Business Days after the request from the Lender (and shall cooperate with the Lender in order to procure that the relevant security or collateral arrangement is released and discharged). 6.9 Cash Cover by Borrower (a) If a Lender which is a Non-Acceptable L/C Lender fails to provide cash collateral (or notifies the relevant L/C Bank that it will not provide cash collateral) in accordance with Clause 6.8 (Cash Collateral by Non-Acceptable L/C Lender) and that L/C Bank notifies Sunrise HoldCo III (with a copy to the Facility Agent) that it requires the relevant Borrower of the relevant Documentary Credit or proposed Documentary Credit to provide cash cover to an account with that L/C Bank in an amount equal to that Lender’s L/C Proportion of the outstanding amount of that Documentary Credit and in the currency of that Documentary Credit then that Borrower shall do so within five Business Days after the notice is given. (b) Notwithstanding Clause 1.2 (Construction), the relevant Borrower shall be entitled to withdraw amounts up to the level of that cash cover from the account if: (i) the relevant L/C Bank is satisfied that the relevant Lender is no longer a Non-Acceptable L/C Lender; (ii) the relevant Lender’s obligations in respect of the relevant Documentary Credit are transferred to a New Lender in accordance with the terms of this Agreement; or (iii) an Increase Lender has agreed to undertake the obligations in respect of the relevant Lender’s L/C Proportion of the Documentary Credit. (c) To the extent that a Borrower has complied with its obligations to provide cash cover in accordance with this Clause 6.9 (Cash Cover by Borrower), the relevant Lender’s L/C Proportion in respect of that Documentary Credit will remain (but that Lender’s obligations in relation to that Documentary Credit may be satisfied in accordance with Clause 1.2 (Construction)). However, the relevant Borrower’s obligation to pay any Documentary Credit fee in relation to the relevant Documentary Credit to the Facility Agent (for the account of that Lender) in accordance with Clause 25 (Fees) will be reduced proportionately as from the date on which it complies with that obligation to provide cash cover (and for so long as the relevant amount of cash cover continues to stand as collateral). (d) The relevant L/C Bank shall promptly notify the Facility Agent of the extent to which the relevant Borrower provides cash cover pursuant to this Clause 6.9 (Cash Cover by Borrower) and of any change in the amount of cash cover so provided. 115 152197039_18 6.10 Rights of Contribution No Obligor will be entitled to any right of contribution or indemnity from any Finance Party in respect of any payment it may make under this Clause 6 (Documentary Credits). 6.11 Appointment and Change of L/C Bank (a) Sunrise HoldCo III, with the prior written consent of the relevant Lender, may designate any Lender with a Revolving Facility Commitment or an Additional Facility Commitment in relation to an Additional Revolving Facility that permits Documentary Credits as an L/C Bank or as a replacement therefor, but not with respect to Documentary Credits already issued by any other L/C Bank. (b) Any Lender so designated shall become an L/C Bank under this Agreement by delivering to the Facility Agent an executed L/C Bank Accession Certificate. (c) An L/C Bank may resign as issuer of further Documentary Credits at any time if (i) Sunrise HoldCo III and the Majority Lenders in relation to the Facility in respect of which such Documentary Credits are issued consent to such resignation or so require; (ii) there is, in the reasonable opinion of each L/C Bank, an actual or potential conflict of interest in it continuing to act as L/C Bank; or (iii) its Revolving Facility Commitment or its Additional Facility Commitment in relation to the relevant Additional Revolving Facility (as applicable) is reduced to zero, provided that an L/C Bank shall not resign until a replacement L/C Bank is appointed. 7. ANCILLARY FACILITIES 7.1 Utilisation of Ancillary Facilities (a) Each Borrower may, subject to paragraph (b) below, at any time at least 35 days prior to the Final Maturity Date in respect of the Revolving Facility or an Additional Revolving Facility (as applicable) by delivery of a notice (a “Conversion Notice”) to the Facility Agent, request an Ancillary Facility to be established by the conversion of any Lender’s Available Revolving Facility Commitment (or any part of it) or Available Additional Facility Commitment in relation to an Additional Revolving Facility (or any part of it) into an Ancillary Facility Commitment with effect from the date (in this Clause 7 (Ancillary Facilities), the “Ancillary Facilities Effective Date”) specified in the Conversion Notice (being a date not less than three Business Days after the date such Conversion Notice is received by the Facility Agent). (b) Each Conversion Notice shall specify: (i) the proposed Borrower(s) (or any Affiliate of the Borrower(s) that is a member of the Borrower Group) which may use the Ancillary Facility; (ii) the nominated Ancillary Facility Lender; (iii) the type of Ancillary Facility and the currency or currencies in which the relevant Borrower wishes such Ancillary Facility to be available; 116 152197039_18 (iv) the proposed CHF Amount of the original Ancillary Facility Commitment, being an amount (A) equal to the Available Revolving Facility Commitment or Available Additional Facility Commitment in relation to the relevant Additional Revolving Facility (as applicable) of the nominated Ancillary Facility Lender or, if less, (B) equal to or more than CHF 1,000,000; (v) the Ancillary Facilities Effective Date and expiry date for the Ancillary Facility (such expiry date not to extend beyond the Final Maturity Date in respect of the Revolving Facility or the relevant Additional Revolving Facility (as applicable)); (vi) if the Ancillary Facility is an overdraft facility comprising more than one account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (vii) such other details as to the nature, amount, fees for and operation of the proposed Ancillary Facility as the Facility Agent and the nominated Ancillary Facility Lender may reasonably require. (c) The Facility Agent shall promptly notify Sunrise HoldCo III, the nominated Ancillary Facility Lender and the Lenders of each Conversion Notice received pursuant to paragraph (a) above. (d) Any Lender nominated as an Ancillary Facility Lender which has notified the Facility Agent of its consent to such nomination shall be authorised to make the proposed Ancillary Facility available in accordance with the Conversion Notice (as approved by the Facility Agent) with effect on and from the Ancillary Facilities Effective Date. No other Lender shall be obliged to consent to the nomination of the Ancillary Facility Lender. (e) Any material variation from the terms of the Ancillary Facility or any proposed increase or reduction or extension of the Ancillary Facility Commitment shall be effected on and subject to the provisions of this Clause 7 (Ancillary Facilities) mutatis mutandis as if such Ancillary Facility were newly requested (including, for the avoidance of doubt, that such newly requested Ancillary Facility shall only take effect from a date not less than three Business Days after the date the Facility Agent has received notice of the modification or variation or extension), provided that the CHF Amount of the Ancillary Facility Outstandings under each Ancillary Facility provided by an Ancillary Facility Lender shall at no time exceed the Available Revolving Facility Commitment or the Available Additional Facility Commitment for the relevant Additional Revolving Facility (as applicable) of that Ancillary Facility Lender. (f) Each relevant Borrower may (subject to compliance with the applicable terms of the relevant Ancillary Facility) at any time by giving written notice to the Facility Agent and the relevant Ancillary Facility Lender cancel any Ancillary Facility Commitment pursuant to and in accordance with Clause 10.2 (Voluntary cancellation), provided that on the date of such cancellation, that part of such Ancillary Facility Commitment as shall have been so cancelled shall be


 
117 152197039_18 converted back into a Revolving Facility Commitment or the Additional Facility Commitment for the relevant Additional Revolving Facility (as applicable) of the relevant Lender unless those Revolving Facility Commitments or Additional Facility Commitments (as applicable) are also cancelled on such date. (g) The Ancillary Facility Commitment of any Ancillary Facility Lender shall terminate and be cancelled on the date agreed therefor between the relevant Ancillary Facility Lender and the relevant Borrower, provided such date shall be no later than the Final Maturity Date in respect of the Revolving Facility or the relevant Additional Revolving Facility (as applicable) (the “Ancillary Facility Termination Date”). Any Ancillary Facility Outstandings on the applicable Ancillary Facility Termination Date shall be repaid in full by the relevant Borrower on such date. (h) Each Revolving Facility Commitment or Additional Facility Commitment in relation to an Additional Revolving Facility (as applicable) of each Lender at any time shall be reduced by the amount of any relevant Ancillary Facility Commitment of such Lender at such time but such reduced Commitment shall, subject to any other provisions of this Agreement, automatically be increased by the amount of any portion of its Ancillary Facility Commitment which ceases to be made available to the relevant Borrowers for any reason (other than as a result of utilisation of it) in accordance with the terms of such Ancillary Facility or is cancelled pursuant to paragraph (f) or (g) above. 7.2 Operation of Ancillary Facilities (a) Subject to paragraph (b) below, the terms governing the operation of any Ancillary Facility (including the rate of interest (including default interest), fees, commission and other remuneration in respect of such Ancillary Facility) shall be those determined by agreement between the Ancillary Facility Lender and the relevant Borrower, provided that such terms shall be based upon the normal commercial terms and market rates of the relevant Ancillary Facility Lender. (b) In the case of any inconsistency or conflict between the terms of any Ancillary Facility, the applicable Ancillary Facility Documents and this Agreement, the terms and provisions of the applicable Ancillary Facility Document shall prevail unless the contrary intention is expressly provided for in this Agreement. (c) Each relevant Borrower and Ancillary Facility Lender will promptly upon request by the Facility Agent, supply the Facility Agent with such information relating to the operation of each Ancillary Facility (including without limitation details of the Ancillary Facility Outstandings and the CHF Amount thereof) as the Facility Agent may from time to time reasonably request (and each relevant Borrower consents to such documents and information being provided to the Facility Agent and the other Lenders). 7.3 Ancillary Facility Default (a) If a default occurs under any Ancillary Facility, no Ancillary Facility Lender may demand repayment of any monies or demand cash cover for any Ancillary 118 152197039_18 Facility Outstandings, or take any analogous action in respect of any Ancillary Facility, until the Acceleration Date. (b) If an Acceleration Date occurs, the claims of each Lender with a Revolving Facility Commitment or an Additional Facility Commitment in relation to an Additional Revolving Facility (as applicable) and each Ancillary Facility Lender in respect of amounts outstanding to them under the Revolving Facility or that Additional Revolving Facility (as applicable) and the related Ancillary Facilities respectively shall be adjusted in accordance with this Clause 7.3 (Ancillary Facility Default) by making all necessary transfers of such portions of such claims such that following such transfers the Revolving Facility Outstandings, or the outstandings under the relevant Additional Revolving Facility (as applicable) and the related Ancillary Facility Outstandings (together with the rights to receive interest, fees and charges in relation thereto) of (i) each Lender with a Revolving Facility Commitment or an Additional Facility Commitment in relation to that Additional Revolving Facility (as applicable) and (ii) each Ancillary Facility Lender, in each case as at the Acceleration Date shall be an amount corresponding pro rata to the proportion that the sum of such Lender’s Revolving Facility Commitment or Additional Facility Commitment in relation to that Additional Revolving Facility (as applicable) and/or (as the case may be) related Ancillary Facility Commitment bears to the sum of all of the Revolving Facility Commitments or Additional Facility Commitments in relation to that Additional Revolving Facility (as applicable) and the related Ancillary Facility Commitments, each as at the Acceleration Date. (c) No later than the third Business Day following the Acceleration Date each of the Ancillary Facility Lenders shall notify the Facility Agent in writing of the CHF Amount of its Ancillary Facility Outstandings as at the close of business on the Acceleration Date, such amount to take account of any clearing of debits which were entered into the clearing system of such Ancillary Facility Lenders prior to the Acceleration Date and any amounts credited to the relevant accounts prior to close of business on the Acceleration Date. (d) On receipt of the information referred to in paragraph (c) above, the Facility Agent will promptly determine what adjustment payments (if any) are necessary as between the Lenders participating in the Revolving Facility or the relevant Additional Revolving Facility (as applicable) and each related Ancillary Facility Lender in order to ensure that, following such adjustment payments, the requirements of paragraph (b) above are complied with. (e) The Facility Agent will notify all the Lenders as soon as practicable of its determinations pursuant to paragraph (d) above, giving details of the adjustment payments required to be made. Such adjustment payments shall be payable by the relevant Lenders and shall be made to the Facility Agent within 5 Business Days following receipt of such notification from the Facility Agent. The Facility Agent shall distribute the adjustment payments received, among the Ancillary Facility Lenders and the Lenders participating in the Revolving Facility or the relevant Additional Revolving Facility (as applicable) in order to satisfy the requirements of paragraph (b) above. 119 152197039_18 (f) If at any time following the Acceleration Date, the amount of the Revolving Facility Outstandings or amounts outstanding under the relevant Additional Revolving Facility (as applicable) of any Lender or related Ancillary Facility Outstandings of any Ancillary Facility Lender used in the Facility Agent’s calculation of the adjustments required under paragraph (d) above should vary for any reason (other than as a result of currency exchange fluctuation or other reason which affects all relevant Lenders equally), further adjustment payments shall be made on the same basis (mutatis mutandis) provided for in this Clause 7.3 (Ancillary Facility Default). (g) In respect of any amount paid by any Lender (a “Paying Lender”) pursuant to either of paragraph (e) or (f) above, as between a relevant Borrower and the Paying Lender, the amount so paid shall be immediately due and payable by such relevant Borrower to the Paying Lender and the payment obligations of such relevant Borrower to the Lender(s) which received such payment shall be treated as correspondingly reduced by the amount of such payment. (h) Each Lender shall promptly supply to the Facility Agent such information as the Facility Agent may from time to time request for the purpose of giving effect to this Clause 7.3 (Ancillary Facility Default). (i) If an Ancillary Facility Lender has the benefit of any Security Interest securing any of its Ancillary Facilities, the realisations from such security when enforced will be treated as an amount recovered by such Ancillary Facility Lender in its capacity as a Lender which is subject to the sharing arrangements in Clause 34 (Pro Rata Sharing) to the intent that such realisation should benefit all Lenders pro rata. 7.4 Repayment of Ancillary Facilities (a) No Ancillary Facility Lender may demand repayment or prepayment of any amounts under its Ancillary Facility unless: (i) the relevant Revolving Facility Commitment or Additional Facility Commitment in relation to the relevant Additional Revolving Facility (as applicable) has been cancelled in full, or the Facility Agent has declared the Revolving Facility Outstandings or all amounts outstanding under the relevant Additional Revolving Facility (as applicable) immediately due and payable; or (ii) the Ancillary Facility Outstandings under that Ancillary Facility can be repaid by an Advance under any Revolving Facility or any Additional Revolving Facility (as applicable) (and not less than 7 Business Days’ notice (or such shorter period as agreed to by Sunrise HoldCo III) is given to the relevant Borrower before payment becomes due). (b) For the purposes of repaying Ancillary Facility Outstandings (so long as paragraph (a)(i) above does not apply) a Revolving Facility Advance or an Advance under an Additional Revolving Facility may be borrowed irrespective of whether a Default is continuing or any other applicable condition precedent is not satisfied. 120 152197039_18 (c) The share of the Ancillary Facility Lender in a Revolving Facility Advance or an Advance under an Additional Revolving Facility (as applicable) being used to refinance that Ancillary Facility Lender’s Ancillary Facility will be that amount which will result (so far as possible) in: (i) the proportion which its share of the Revolving Facility Outstandings or all amounts outstanding under the relevant Additional Revolving Facility (as applicable) bears to the relevant Revolving Facility Outstandings or the aggregate amount of the amounts outstanding under the relevant Additional Revolving Facility (as applicable), being equal to: (ii) the proportion which its Available Commitment with respect to the relevant Revolving Facility or the relevant Additional Revolving Facility (as applicable) bears to the aggregate of the Available Commitments with respect to the relevant Revolving Facility or the relevant Additional Revolving Facility (as applicable), in each case, assuming the repayment of the relevant Ancillary Facility has taken place. The share of the other Lenders in any such Advance under the relevant Revolving Facility or the relevant Additional Revolving Facility (as applicable) will be adjusted accordingly. 7.5 Continuation of Ancillary Facilities (a) A Borrower and an Ancillary Facility Lender may, as between themselves only, agree to continue to provide the same banking facilities following (i) the Final Maturity Date applicable to the Revolving Facility or the relevant Additional Revolving Facility or (ii) the relevant Revolving Facility Commitments or Additional Facility Commitments in relation to the relevant Additional Revolving Facility (as applicable) being cancelled under this Agreement. (b) If any arrangement contemplated in paragraph (a) above is to occur, the relevant Borrower and the Ancillary Facility Lender shall each confirm that to be the case in writing to the Facility Agent. Upon such Final Maturity Date or, as the case may be, date of cancellation, any such facility shall continue as between the said persons on a bilateral basis and not as part of, or under, the Finance Documents. Save for any rights and obligations against any Finance Party under the Finance Documents prior to such Final Maturity Date or, as the case may be, date of cancellation, no such rights or obligations in respect of such Ancillary Facility shall, as between the Finance Parties, continue and the Security shall not support any such facility in respect of any matters that arise after such Final Maturity Date or, as the case may be, date of cancellation. 7.6 Affiliates of Lenders as Ancillary Facility Lenders (a) Subject to the terms of this Agreement, an Affiliate of a Lender may become an Ancillary Facility Lender. In such case, the Lender and its Affiliate shall be treated as a single Lender whose (i) Revolving Facility Commitment is the amount set out opposite the relevant Lender’s name in Part 3 of Schedule 1


 
121 152197039_18 (Original Parties) and/or the amount of any Revolving Facility Commitment transferred to or assumed by that Lender under this Agreement, to the extent (in each case) not cancelled, reduced or transferred by it under this Agreement or (ii) Additional Facility Commitment in relation to the relevant Additional Revolving Facility is the amount set out opposite that Lender’s name in the relevant Additional Facility Accession Agreement and/or the amount of any relevant Additional Facility Commitment transferred to or assumed by that Lender under this Agreement, to the extent (in each case) not cancelled, reduced or transferred by it under this Agreement (as applicable). For the purposes of calculating the Lender’s Available Revolving Facility Commitment or Available Additional Facility Commitment in relation to the relevant Additional Facility (as applicable), the Lender’s Commitment shall be reduced to the extent of the aggregate of the Ancillary Facility Commitments of its Affiliates. (b) Sunrise HoldCo III shall specify any relevant Affiliate of a Lender in any Conversion Notice delivered by Sunrise HoldCo III to the Facility Agent pursuant to Clause 7.1 (Utilisation of Ancillary Facilities). (c) An Affiliate of a Lender which becomes an Ancillary Facility Lender shall accede to this Agreement as an Ancillary Facility Lender, and the Intercreditor Agreement as a Senior Lender (as defined therein). (d) If a Lender assigns all of its rights and benefits or transfers all of its rights and obligations to a New Lender (in accordance with Clause 30 (Changes to the Parties)), its Affiliate shall cease to have any obligations under this Agreement or any Ancillary Facility Document. (e) Where this Agreement or any other Finance Document imposes an obligation on an Ancillary Facility Lender and the relevant Ancillary Facility Lender is an Affiliate of a Lender which is not a party to that document, the relevant Lender shall ensure that the obligation is performed by its Affiliate. 7.7 Affiliates of Borrowers (a) Subject to the terms of this Agreement, an Affiliate of a Borrower that is a member of the Borrower Group may with the approval of the relevant Ancillary Facility Lender become a Borrower with respect to an Ancillary Facility. (b) Sunrise HoldCo III shall specify any relevant Affiliate of the Borrower in any Conversion Notice delivered by Sunrise HoldCo III to the Facility Agent pursuant to Clause 7.1 (Utilisation of Ancillary Facilities). (c) If any Borrower ceases to be a Borrower under this Agreement in accordance with Clause 30 (Changes to the Parties), its Affiliates, provided that any such Affiliate is not an Affiliate of any other Obligor, shall cease to have any rights under this Agreement or any Ancillary Facility Document. (d) Where this Agreement or any other Finance Document imposes an obligation on a Borrower under an Ancillary Facility and the relevant Borrower is an Affiliate of a Borrower which is not a party to that document, the relevant Borrower shall ensure that the obligation is performed by its Affiliate. 122 152197039_18 (e) Any reference in this Agreement or any other Finance Document to a Borrower being under no obligations (whether actual or contingent) as a Borrower under such Finance Document shall be construed to include a reference to any Affiliate of a Borrower being under no obligations under any Finance Document or Ancillary Facility Document. 8. OPTIONAL CURRENCIES 8.1 Selection of Currency Each Borrower under a Revolving Facility or an Additional Revolving Facility shall select the currency of the Advance made to it (which shall be US Dollars, Euro, an Additional Currency or an Optional Currency) in the Request relating to the relevant Advance. 8.2 Unavailability of Optional Currency (a) If before the Specified Time on the Quotation Date for the relevant Advance: (i) a Lender notifies the Facility Agent that the relevant Optional Currency is not readily available to it in the amount required; or (ii) a Lender notifies the Facility Agent that compliance with its obligation to participate in that Advance in the proposed Optional Currency would contravene a law or regulation applicable to it, the Facility Agent will give notice to the relevant Borrower to that effect by the Specified Time. In this event, any Lender that gives notice pursuant to this Clause 8.2 will be required to participate in the relevant Advance in Euros (in an amount equal to that Lender’s Proportion of the Euro Amount of the relevant Advance or, in respect of a Rollover Loan, an amount equal to that Lender’s Proportion of the Euro Amount of any amount that the Lenders are actually required to advance in accordance with Clause 9.2 (Rollover)), and its participation will be treated as a separate Advance denominated in Euros during that Interest Period. (b) Any part of an Advance treated as a separate Advance under this Clause 8 (Optional Currencies) will not be taken into account for the purposes of any limit on the number of Advances or currencies outstanding at any one time. 9. REPAYMENT 9.1 Repayment of Advances (a) Subject to paragraph (b) below, each Borrower must repay the Advances made to it in accordance with the provisions of the relevant Additional Facility Accession Agreement, which shall provide for repayment of the relevant Additional Facility to be made: (i) in full on the relevant Final Maturity Date; or 123 152197039_18 (ii) by payment of instalments (each a “Repayment Instalment”) on any date or dates up to and including the relevant Final Maturity Date. Each Repayment Instalment shall be in the amount and on the date or dates set out in or calculated in accordance with the relevant Additional Facility Accession Agreement. (b) The Borrower shall (subject to Clause 9.2 (Rollover)) repay the full amount of each Revolving Facility Advance and each Advance under an Additional Revolving Facility on the last day of its Interest Period. 9.2 Rollover Without prejudice to each Borrower’s obligation to repay the full amount of each Revolving Facility Advance on the last day of its Interest Period and each Advance made to it under an Additional Revolving Facility on the last day of its Interest Period, where, on the same day on which such Borrower is due to repay such Revolving Facility Advance or such Advance in relation to an Additional Revolving Facility (as applicable) (a “Maturing Advance”) such Borrower has also requested that one or more Revolving Facility Advances or one or more Advances under that Additional Revolving Facility (as applicable) in the same currency as the Maturing Advance be made to it (a “Rollover Advance”), subject to the Lenders being obliged to make such Rollover Advance under Clause 4.2 (Further conditions precedent), the aggregate amount of the Rollover Advance shall be treated as if applied in or towards repayment of the Maturing Advance so that: (a) if the amount of the Maturing Advance exceeds the aggregate amount of the Rollover Advance: (i) the relevant Borrower will only be required to pay an amount in cash in the relevant currency equal to that excess; and (ii) each Lender’s participation (if any) in the Rollover Advance shall be treated as having been made available and applied by the relevant Borrower in or towards repayment of that Lender’s participation (if any) in the Maturing Advance and that Lender will not be required to make its participation in the Rollover Advance available in cash. (b) if the amount of the Maturing Advance is equal to or less than the aggregate amount of the Rollover Advance: (i) the relevant Borrower will not be required to make any payment in cash; and (ii) each Lender will be required to make its participation in the Rollover Advance available in cash only to the extent that its participation (if any) in the Rollover Advance exceeds that Lender’s participation (if any) in the Maturing Advance and the remainder of that Lender’s participation in the Rollover Advance shall be treated as having been made available and applied by the relevant Borrower in or towards repayment of that Lender’s participation in the Maturing Advance. 124 152197039_18 9.3 Cash Collateralisation of Documentary Credits (a) If not previously repaid in accordance with paragraph (b) below, each Borrower must repay each Documentary Credit issued on its behalf in full on the date stated in that Documentary Credit to be its Expiry Date. (b) A Borrower may give the Facility Agent not less than five Business Days prior written notice of its intention to repay all or any portion of a Documentary Credit requested by it prior to its stated Expiry Date and, having given such notice, shall procure that the relevant Outstanding L/C Amount in respect of such Documentary Credit is reduced in accordance with such notice by providing cash cover therefor in accordance with Clause 1.2 (Construction) (in each case) or by reducing the Outstanding L/C Amount of such Documentary Credit or by cancelling such Documentary Credit and returning the original to the relevant L/C Bank or the Facility Agent on behalf of the Lenders. 9.4 Notification The Facility Agent shall notify the relevant Lender(s) and Sunrise HoldCo III of US Dollar, Additional Currency or Optional Currency amounts (and the applicable Agent’s Spot Rate of Exchange) promptly after they are ascertained under this Agreement. 9.5 Repayment of Revolving Facility Sunrise HoldCo III shall procure that all amounts outstanding under the relevant Revolving Facility shall be repaid on its Final Maturity Date. 10. CANCELLATION AND PREPAYMENT 10.1 Automatic Cancellation of the Commitments The undrawn Revolving Facility Commitments and Additional Facility Commitment under each Additional Facility shall be automatically cancelled at the close of business in London on the last day of the relevant Availability Period. 10.2 Voluntary cancellation (a) Sunrise HoldCo III may, by delivering to the Facility Agent a duly completed Cancellation Notice not less than three Business Days (or such other time period as agreed between Sunrise HoldCo III and the Facility Agent) prior to the due date of cancellation, cancel the unutilised portion of any Total Additional Facility Commitments, Total Revolving Facility Commitments in whole or in part in such proportions as Sunrise HoldCo III may specify in the Cancellation Notice on the date specified in the Cancellation Notice. Any cancellation in part shall (subject to the provisions of Clause 7.1(f) (Utilisation of Ancillary Facilities)) be applied against the relevant Additional Facility Commitment or the Available Revolving Facility Commitment (as applicable) of each Lender pro rata. (b) Partial cancellation of any Additional Facility Commitments in relation to a Term Facility must be in a minimum amount of CHF 10,000,000 (or its equivalent in other currencies).


 
125 152197039_18 (c) Partial cancellation of any Revolving Facility Commitments or Additional Facility Commitments in relation to an Additional Revolving Facility must be in a minimum amount of CHF 1,000,000 (or its equivalent in other currencies). 10.3 Voluntary prepayment (a) Sunrise HoldCo III may, by delivering to the Facility Agent a duly completed Cancellation Notice not less than three Business Days (or such other time period as agreed between Sunrise HoldCo III and the Facility Agent) prior to the due date of prepayment, prepay the whole or any part of the outstanding Advances made to a Borrower under a Revolving Facility or any Additional Facility. (b) A prepayment of part of an Advance in relation to a Term Facility must be in an aggregate minimum CHF Amount of CHF 10,000,000 or such other minimum amount as is agreed by Sunrise HoldCo III and the relevant Additional Facility Lenders. (c) A prepayment of part of a Revolving Facility Advance or an Advance in relation to an Additional Revolving Facility must be in an aggregate minimum CHF Amount of CHF 1,000,000 or such other minimum amount as is agreed by Sunrise HoldCo III and the relevant Lenders. (d) Any voluntary prepayment made under this Clause 10.3 will be applied against the relevant Revolving Facility and/or the relevant Additional Facilities (as applicable) in such proportion as may be specified by Sunrise HoldCo III in the notice of prepayment and: (i) (in the case of a Revolving Facility or any Additional Revolving Facility) against all outstanding Advances under such Revolving Facility or such Additional Revolving Facility (as applicable) pro rata or against such Advances as Sunrise HoldCo III may designate in the Cancellation Notice; and (ii) (in the case of any other Additional Facility) against all the outstanding Advances made under the relevant Additional Facility pro rata (and, if applicable, against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by Sunrise HoldCo III). (e) The Borrowers shall not make more than six voluntary prepayments of Compounded Rate Advances under a particular Facility under this Clause 10.3 prior to the last day of their Interest Period within any 12 month period unless Sunrise HoldCo III agrees to pay the Facility Agent’s reasonable administrative costs incurred in respect of each such additional voluntary prepayment in an amount of up to CHF 1,000. 10.4 Change of Control (a) “Change of Control” means: (i) the Controlling Company does not or ceases to own, directly or indirectly through one or more of its Subsidiaries or other persons Controlled by it, 126 152197039_18 the legal and beneficial interest in more than 50 per cent. of the voting rights attaching to the issued share capital of, or otherwise ceases to Control, Sunrise HoldCo III Holdco, (except as a result of a merger or consolidation of Sunrise HoldCo III Holdco with or into a Shareholder, provided that such merger or consolidation is in accordance with paragraph (d) below) or, after a Permitted Affiliate Group Designation Date, a Permitted Affiliate Parent; or (ii) in accordance with the terms of any share pledge in favour of the Security Agent over the issued share capital of Sunrise HoldCo III Holdco and Sunrise FinCo II, Sunrise HoldCo III Holdco does not or ceases to own directly (or indirectly through one or more of its Subsidiaries or other persons Controlled by it, subject to such Subsidiary or person complying with Clause 30.8(a) (Additional Obligors)) the legal and beneficial interest in 100 per cent. of the issued share capital of Sunrise HoldCo III and Sunrise FinCo II or otherwise ceases to Control Sunrise HoldCo III and Sunrise FinCo II; or (iii) Sunrise HoldCo III Holdco and Sunrise FinCo II do not or cease to own, in accordance with the terms of the pledge referred to in paragraph 2 of Schedule 5 (Security Documents), the legal and beneficial interest in 100 per cent. of the partnership interests of, or otherwise ceases to Control, Sunrise Financing; or (iv) the sale, lease, transfer, conveyance or other disposition (other than by way of a merger or consolidation) in one or a series of related transactions, of all or substantially all of the assets of Sunrise HoldCo III, a Permitted Affiliate Parent (after any Permitted Affiliate Group Designation Date) and the Restricted Subsidiaries (taken as a whole), as applicable, to any “person” (as such term is used in sections 13(d) and 14(d) of the 1934 Act) other than a Permitted Holder (other than as a result of the transfer of receivables to any Asset Securitisation Subsidiary in connection with any asset securitisation programme or programmes and/or one or more factoring transactions); or (v) at any time after a Permitted Affiliate Group Designation Date, any Permitted Affiliate Holdco ceases to be the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the 1934 Act) directly or indirectly of 100 per cent. of the total voting power of the Voting Stock of any Permitted Affiliate Parent, provided that a Change of Control shall not be deemed to have occurred: (A) pursuant to paragraph (a)(i) of this definition upon the consummation of the Post-Closing Reorganisation or a Spin-Off; (B) pursuant to paragraphs (a)(i), (a)(iv) and (a)(v) of this definition upon the liquidation on a solvent basis of a Permitted Affiliate Holdco provided that: 127 152197039_18 (1) 100 per cent. of the shares in the relevant Permitted Affiliate Parent continue to be pledged in favour of the Finance Parties on a first ranking basis without any material adverse effect on the interests of the Finance Parties; (2) the successor Permitted Affiliate Holdco is not organised in a jurisdiction which would result in a materially adverse effect on the ability of the Finance Parties to enforce the share pledge over the shares in the relevant Permitted Affiliate Parent; and (3) the successor Permitted Affiliate Holdco is the sole shareholder of the relevant Permitted Affiliate Parent; and (C) pursuant to paragraph (a)(i), (a)(iv) and (a)(v) of this definition as a result of any sale, lease, transfer or other disposition of 100 per cent. of the shares in a Permitted Affiliate Parent provided that such sale, lease, transfer, conveyance or other disposition falls within one or more of the paragraphs of the definition of Permitted Disposal. (b) [Reserved] For the purpose of this Clause 10.4 (Change of Control) and the definition of Ultimate Parent, wholly-owned Subsidiary and Permitted Transaction: (i) [Reserved] (ii) “Controlling Company” means, subject to paragraph (b) above: (A) at any time prior to any Permitted Affiliate Group Designation Date, LGEF and its successors; (B) [Reserved]; (C) after a Post-Closing Reorganisation, New Intermediate Holdco and its successors; and (D) after a Spin-Off in which LGEF and its successors (or if a Permitted Affiliate Group Designation Date has occurred, the Common Holding Company and its successors) is no longer a Parent of Sunrise HoldCo III Holdco (or if a Permitted Affiliate Group Designation Date has occurred, a common Parent of Sunrise HoldCo III Holdco and any Permitted Affiliate Parent), a Parent of Sunrise HoldCo III Holdco (or if a Permitted Affiliate Group Designation Date has occurred, a common Parent of Sunrise HoldCo III Holdco and any Permitted Affiliate Parent) designated by Sunrise HoldCo III and any successors of such Parent; 128 152197039_18 (iii) “New Intermediate Holdco” means the relevant direct Subsidiary of the Ultimate Parent following the Post-Closing Reorganisation; (iv) “Permitted Holder” means, collectively: (A) the Ultimate Parent; (B) in the event of a Spin-Off, the Spin Parent and any Subsidiary of the Spin Parent; (C) each Affiliate or Related Person of a Permitted Holder described in paragraph (A) above, and any successor to such Permitted Holder, Affiliate or Related Person; (D) any Person who is acting as an underwriter in connection with any public or private offering of Capital Stock of Sunrise HoldCo III or, after a Permitted Affiliate Group Designation Date, a Permitted Affiliate Parent, acting in such capacity; and (E) any “person” or “group” of related persons (as such terms are used in sections 13(d) and 14(d) of the 1934 Act) whose acquisition of “beneficial ownership” (within the meaning of Rules 13d-3 and 13d-5 under the 1934 Act) of Voting Stock or all or substantially all of the assets of Sunrise HoldCo III or, after a Permitted Affiliate Group Designation Date, a Permitted Affiliate Parent, and its Restricted Subsidiaries (taken as a whole) would constitute a Change of Control in respect of which Sunrise HoldCo III, or, after a Permitted Affiliate Group Designation Date, a Permitted Affiliate Parent, as applicable, has provided a notice to the Facility Agent under paragraph (c)(i) below and the Facility Agent has not, within sixty Business Days of receipt of such notice, provided a notice to Sunrise HoldCo III or, after a Permitted Affiliate Group Designation Date, a Permitted Affiliate Parent, as applicable, under paragraph (c)(ii) below cancelling the Facilities and/or declaring all outstanding Advances to be immediately due and payable; (v) “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organisation, limited liability company, government or any agency of political subdivision hereof or any other entity; (vi) “Post-Closing Reorganisation” means a distribution or other transfer of Sunrise HoldCo III Holdco (or, after any Permitted Affiliate Group Designation Date, the Controlling Company) and its Subsidiaries or a Holding Company of Sunrise HoldCo III Holdco (or, after any Permitted Affiliate Group Designation Date, the Controlling Company) and its Subsidiaries to the Ultimate Parent or another direct Subsidiary of the Ultimate Parent through one or more mergers, transfers, consolidations or other similar transactions such that Sunrise HoldCo III Holdco (or, after any Permitted Affiliate Group Designation Date, the Controlling


 
129 152197039_18 Company) or such Holding Company will become the direct Subsidiary of the Ultimate Parent or such other direct Subsidiary of the Ultimate Parent; (vii) “Preferred Stock”, as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation; (viii) “Related Person” with respect to any Permitted Holder, means: (A) any controlling equity holder or majority (or more) owned Subsidiary of such Permitted Holder; or (B) in the case of an individual, any spouse, family member or relative of such individual, any trust or partnership for the benefit of one or more of such individual and any such spouse, family member or relative, or the estate, executor, administrator, committee or beneficiaries of any thereof; or (C) any trust, corporation, partnership or other person for which one or more of the Permitted Holders and other Related Persons of any thereof constitute the beneficiaries, stockholders, partners or owners thereof, or Persons beneficially holding in the aggregate a majority (or more) controlling interest therein; (ix) “Restricted Subsidiary” means any Subsidiary of Sunrise HoldCo III or any Subsidiary of any Permitted Affiliate Parent, other than an Unrestricted Subsidiary; (x) “Spin-Off” means a transaction by which all outstanding ordinary and/or equity shares of Sunrise HoldCo III and any Permitted Affiliate Parent or a Holding Company of Sunrise HoldCo III or such Permitted Affiliate Parent directly or indirectly owned by the Ultimate Parent are distributed to (A) all of the Ultimate Parent’s shareholders or (B) all of the shareholders comprising one or more groups of the Ultimate Parent’s shareholders as provided by the Ultimate Parent’s articles of association, in each case, either directly or indirectly through the distribution of shares in a company holding Sunrise HoldCo III’s and any Permitted Affiliate Parent’s shares or such Holding Company’s shares; (xi) “Spin Parent” means the person the shares of which are distributed to the shareholders of the Ultimate Parent pursuant to the Spin-Off; and (xii) “Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled to vote in the election of directors. (c) Upon becoming aware of a Change of Control: 130 152197039_18 (i) Sunrise HoldCo III or, after a Permitted Affiliate Group Designation Date, a Permitted Affiliate Parent, as applicable, shall promptly notify the Facility Agent upon becoming aware of a Change of Control; and (ii) if the Majority Lenders so require, the Facility Agent shall, by not less than 30 Business Days’ notice to Sunrise HoldCo III, cancel each Facility and declare all outstanding Utilisations, together with accrued interest and all other relevant amounts accrued under the Finance Documents immediately due and payable, whereupon each Facility will be cancelled and all such outstanding amounts will become immediately due and payable. (d) Sunrise HoldCo III Holdco shall not enter into a merger or consolidation with or into a Shareholder (the resulting person being the “Sunrise Merged Entity”) unless: (i) reasonable details of the proposed merger concerning the matters set out in paragraphs (d)(ii) and (d)(iii) below are provided to the Facility Agent at least 10 days before the merger is to be entered into; (ii) the Sunrise Merged Entity will be liable for the obligations of Sunrise HoldCo III Holdco (including the obligations under the Finance Documents), which obligations will continue in full force and effect after the merger, and entitled to the benefit of all rights of Sunrise HoldCo III Holdco; and (iii) the Sunrise Merged Entity has entered into Security Documents (if applicable) which provide security over the same assets of at least an equivalent nature and ranking to the security provided by Sunrise HoldCo III Holdco pursuant to any Security Documents entered into by it and such Security Documents are the legal, valid and binding obligations of Sunrise Merged Entity enforceable in accordance with their terms subject (to the extent applicable) to the Legal Reservations. 10.5 Mandatory prepayment from disposal proceeds (a) Other than as provided in paragraph (b) below, on a Permitted Disposal (other than (i) the first CHF 250,000,000 of Net Proceeds (or, if greater, an amount equal to five per cent. of Total Assets) of each Content Transaction or (ii) a disposal in accordance with paragraphs (b)(i) to (b)(liii) of Clause 21.11 (Disposals)), Sunrise HoldCo III shall procure that an amount of the Facilities is prepaid which is equal to the lesser of: (i) the amount of the Net Proceeds of such a disposal; and (ii) an amount so as to ensure that the financial ratio set out in Clause 22.2 (Financial Ratio) for the most recent Ratio Period ending prior to the receipt of such Net Proceeds would not be breached if such financial ratio was tested for that most recent Ratio Period taking into account (on a pro-forma basis) all disposals made since the last day of that Ratio Period and the amount of such prepayment (but ignoring such Net Proceeds), 131 152197039_18 provided that there shall be no requirement to make a prepayment if the financial ratio set out in Clause 22.2 (Financial Ratio) was not required to be tested for the most recent Ratio Period ending prior to the receipt of such Net Proceeds. Such amount shall be applied in prepayment of the Facilities in accordance with Clause 10.6(a) (Order of application). (b) No prepayment in accordance with paragraph (a) above is required: (i) where the amount of any such prepayment would be less than the greater of CHF 250,000,000 (or its equivalent in other currencies) and five per cent. of Total Assets; or (ii) in connection with any Permitted Disposal where an amount equal to the amount that would otherwise be required to be prepaid under paragraph (a) above is reinvested in assets in the Business (for the avoidance of doubt, including Permitted Acquisitions, Capital Expenditure, Operational Expenditure and Permitted Joint Ventures) provided that any amount that has not been: (A) reinvested or contracted to be so reinvested within 12 months of the relevant Permitted Disposal; and (B) if contracted to be reinvested, so reinvested within 18 months of the relevant Permitted Disposal (the “Reinvestment End Date”), shall be applied in prepayment of the Facilities in accordance with Clause 10.6(a) (Order of application), and provided further that on the Reinvestment End Date, Sunrise HoldCo III shall procure that an amount of the Facilities is prepaid which is equal to the lesser of: (1) the amount of the Net Proceeds of such a disposal; and (2) an amount so as to ensure that the financial ratio set out in Clause 22.2 (Financial Ratio) for the most recent Ratio Period ending prior to the Reinvestment End Date would not be breached if such financial ratio was tested for that most recent Ratio Period taking into account (on a pro- forma basis) all disposals made since the last day of that Ratio Period and the amount of such prepayment (but without taking into account in the calculation of Cash any Net Proceeds that have not been reinvested as at such Reinvestment End Date), provided that there shall be no requirement to make a prepayment if the financial ratio set out in Clause 22.2 (Financial Ratio) was not required to be tested for the most recent Ratio Period ending prior to the Reinvestment End Date. 132 152197039_18 10.6 Order of application (a) The amount of each prepayment of a Revolving Facility and the Additional Facilities made under Clause 10.5 (Mandatory prepayment from disposal proceeds) shall be applied against the Revolving Facilities and the Additional Facilities in such proportion as may be specified to the Facility Agent by Sunrise HoldCo III not less than two Business Days before the date on which the prepayment is due to be made, and against all the outstanding Utilisations made under the relevant Revolving Facility and/or the relevant Additional Facility or Additional Facilities pro rata (and, if applicable, against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by Sunrise HoldCo III). (b) If Sunrise HoldCo III does not give a notice to the Facility Agent specifying how amounts are to be applied in prepayment under Clause 10.5 (Mandatory prepayment from disposal proceeds) within the time period specified in paragraph (a) above, the amount of the relevant prepayment shall be applied: (i) first pro rata between outstanding Advances under the Term Facilities (and, if applicable, against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by Sunrise HoldCo III); (ii) second pro rata between outstanding Utilisations under a Revolving Facility and any Additional Revolving Facilities (provided that Advances shall be prepaid before any Outstanding L/C Amounts (which shall then be prepaid on a pro rata basis)), in each case with a corresponding permanent cancellation of the Total Revolving Facility Commitments or Total Additional Facility Commitments (as applicable) (pro rata between the relevant Revolving Facility Commitments or Additional Facility Commitments (as applicable) of the relevant Lenders); (iii) then, in: (A) repayment of outstanding Utilisations under Ancillary Facilities (and cancellation of corresponding Ancillary Facility Commitments); and (B) cancellation of Ancillary Facility Commitments; and (iv) finally, (on a pro rata basis) cancellation of the Total Revolving Facility Commitments and the Total Additional Facility Commitments in relation to any Additional Revolving Facilities. (c) Unless the relevant Borrower makes an election under paragraph (d) below or notifies the Facility Agent that it intends to reinvest the Net Proceeds in assets in the Business of the Borrower Group in accordance with Clause 10.5 (Mandatory prepayment from disposal proceeds) above, it shall prepay Advances promptly upon receipt of the Net Proceeds of the disposal.


 
133 152197039_18 (d) A Borrower may elect that any prepayment under Clause 10.5 (Mandatory prepayment from disposal proceeds) be applied in prepayment of an Advance on the last day of the Interest Period relating to that Advance. If the relevant Borrower makes that election then a proportion of the Advance equal to the amount of the relevant prepayment will be due and payable on the last day of its Interest Period. 10.7 Right of prepayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender, Ancillary Facility Lender or L/C Bank by an Obligor is required to be increased under Clause 15.2(c) (Tax gross-up); (ii) any Lender, Ancillary Facility Lender or L/C Bank claims indemnification from Sunrise HoldCo III or an Obligor under Clause 15.4 (Tax indemnity) or Clause 17.1 (Increased Costs); or (iii) any Lender, Ancillary Facility Lender or L/C Bank invokes Clause 16.3 (Market Disruption) or Clause 18 (Illegality and Mitigation), then, subject to paragraph (c) below: (A) if the circumstance relates to a Lender, Sunrise HoldCo III may: (1) arrange for the transfer or assignment in accordance with this Agreement of the whole (but at par only) of that Lender’s Commitment and participation in the Utilisations to a new or existing Lender willing to accept that transfer or assignment; or (2) give the Facility Agent notice of cancellation of that Lender’s Commitment and Sunrise HoldCo III’s intention to procure the repayment of that Lender’s participation in the Utilisation, whereupon the Commitment of that Lender shall immediately be reduced to zero; (B) if the circumstance relates to an Ancillary Facility Lender, Sunrise HoldCo III may give the Facility Agent notice of cancellation of that Ancillary Facility Lender’s Ancillary Facility Commitment and Sunrise HoldCo III’s intention to procure the repayment of the utilisations of any Ancillary Facility granted by that Ancillary Facility Lender, whereupon the Ancillary Facility Commitment of that Ancillary Facility Lender shall immediately be reduced to zero; and (C) if the circumstance relates to an L/C Bank, Sunrise HoldCo III may give the Facility Agent notice of repayment of any outstanding Documentary Credit issued by such L/C Bank and cancellation of the appointment of such L/C Bank as an L/C Bank 134 152197039_18 under this Agreement in relation to any Documentary Credit to be issued in the future or the provision of full cash cover in respect of such L/C Bank’s maximum contingent liability under each outstanding Documentary Credit. (b) On the last day of each Interest Period which ends after Sunrise HoldCo III has given notice under paragraph (a)(iii)(A)(2), (a)(iii)(B) or (a)(iii)(C) above (or, if earlier, the date specified by Sunrise HoldCo III in that notice), each Borrower to which a Utilisation or utilisation of an Ancillary Facility is outstanding shall repay that Lender’s participation in that Utilisation or the utilisation of the Ancillary Facility granted by that Ancillary Facility Lender (together with all interest and other amounts accrued under the Finance Documents) or, as the case may be, provide full cash cover in respect of any Documentary Credit issued by that L/C Bank or any contingent liability under an Ancillary Facility. (c) Sunrise HoldCo III may only exercise its rights under paragraph (a) above if: (i) in the case of paragraphs (a)(i) and (a)(ii) above, the circumstance giving rise to the requirement for indemnification continues; and (ii) it gives the Facility Agent and the relevant Lender not less than five Business Days prior notice. (d) The replacement of a Lender pursuant to paragraph (a)(iii)(A)(1) above shall be subject to the following conditions: (i) no Finance Party shall have any obligation to find a replacement Lender; (ii) any replaced Lender shall not be required to refund, or to pay or surrender to any other Lender, any of the fees or other amounts received by that replaced Lender under any Finance Document; and (iii) any replacement of a Lender which is the Facility Agent shall not affect its role as the Facility Agent. (e) Prepayments made pursuant to this Clause 10.7 (Right of prepayment and cancellation of a single Lender) shall be applied against the outstanding Utilisations of the relevant Lender pro rata. 10.8 Right of Cancellation in Relation to a Defaulting Lender (a) Without prejudice to Sunrise HoldCo III’s rights under Clause 2.3 (Increase), if any Lender becomes a Defaulting Lender, Sunrise HoldCo III may, at any time whilst the Lender continues to be a Defaulting Lender, give the Facility Agent three Business Days’ notice of cancellation of each Available Commitment of that Lender. (b) On the notice referred to in paragraph (a) above becoming effective, each Available Commitment of the Defaulting Lender shall immediately be reduced to zero. 135 152197039_18 (c) The Facility Agent shall as soon as practicable after receipt of a notice referred to in paragraph (a) above, notify all the Lenders. 10.9 Miscellaneous provisions (a) Any notice of prepayment given by a Borrower pursuant to Clause 10.3 (Voluntary prepayment) or Clause 10.7 (Right of prepayment and cancellation in relation to a single Lender) and a notice of cancellation pursuant to Clause 10.2 (Voluntary cancellation) shall be irrevocable, shall specify the date upon which such prepayment or cancellation (as applicable) is to be made and the amount of such prepayment or cancellation (as applicable) and shall oblige that Borrower to make such prepayment or cancellation (as applicable) on such date, provided that a notice of prepayment or cancellation may be conditional and not irrevocable provided that Sunrise HoldCo III or a Borrower shall within 10 Business Days’ notice from the Facility Agent indemnify any Lender in respect, and in the amount, of such Lender’s Break Costs as specified in such notice should cancellation or prepayment not occur on the date specified in the notice of cancellation or prepayment. (b) All prepayments under this Agreement shall be made together with accrued interest on the amount prepaid and any other amounts due under this Agreement in respect of that prepayment and, subject to Clause 27.4 (Break Costs), without premium or penalty. (c) No prepayment or cancellation is permitted except in accordance with the express terms of this Agreement. (d) The amount of an Advance prepaid by Sunrise HoldCo III in accordance with Clause 10.3 (Voluntary prepayment) may, if it relates to a Revolving Facility or if specified in the relevant Additional Facility Accession Agreement, be re- borrowed in accordance with the terms of this Agreement and/or that Additional Facility Accession Agreement (as applicable). No other amount prepaid under this Agreement may subsequently be re-borrowed other than an Advance or any Documentary Credit in relation to a Revolving Facility or an Additional Revolving Facility repaid in accordance with this Agreement. For the avoidance of doubt, unless expressly agreed to the contrary in the relevant Ancillary Facility Documents, this paragraph (d) shall not apply to any Ancillary Facility. (e) Subject to Clause 2.3 (Increase), no amount of any Additional Facility Commitment or any Revolving Facility Commitment cancelled under this Agreement may subsequently be reinstated. (f) Other than in relation to any prepayment under Clause 10.7 (Right of prepayment and cancellation in relation to a single Lender), Clause 18.1 (Illegality) or Clause 29.9 (Replacement of Lenders), any prepayment in part of any Advance shall be applied against the participations of the Lenders in that Advance pro rata (except to the extent any part of an Advance is to be repaid on a cashless basis as part of a Permitted Financing Action). 136 152197039_18 11. RATE SWITCH 11.1 Switch to Compounded Reference Rate Subject to Clause 11.2 (Delayed switch for existing Term Rate Advances), on and from the Rate Switch Date for a Rate Switch Currency: (a) use of the Compounded Reference Rate will replace the use of the applicable Term Reference Rate for the calculation of interest for Advances under the applicable Compounded Rate Facility in that Rate Switch Currency; and (b) any Advance or Unpaid Sum under the applicable Compounded Rate Facility in that Rate Switch Currency shall be a “Compounded Rate Advance” and Clause 12.2 (Calculation of Interest – Compounded Rate Advances) shall apply to each such Advance or Unpaid Sum. 11.2 Delayed switch for existing Term Rate Advances If the Rate Switch Date for a Rate Switch Currency falls before the last day of an Interest Period for a Term Rate Advance in that currency, and use of a Compounded Reference Rate would have replaced use of the applicable Term Reference Rate for the calculation of interest for that Term Rate Advance on the Rate Switch Date in accordance with Clause 11.1 (Switch to Compounded Reference Rate): (a) that Advance shall continue to be a Term Rate Advance for that Interest Period notwithstanding Clause 11.1 (Switch to Compounded Reference Rate) and Clause 12.1 (Calculation of Interest – Term Rate Advances) shall continue to apply to that Advance for that Interest Period; (b) any provision of this Agreement which is expressed to relate to a Compounded Rate Currency shall not apply in relation to that Advance for that Interest Period; and (c) on and from the first day of the next Interest Period (if any) for that Advance, that Advance shall be a “Compounded Rate Advance” and Clause 12.2 (Calculation of Interest – Compounded Rate Advances) shall apply to that Advance. 11.3 Notification by Facility Agent The Facility Agent shall, promptly upon becoming aware of the occurrence of the Rate Switch Date for a Rate Switch Currency, notify the relevant Lenders of that occurrence. 12. INTEREST 12.1 Calculation of Interest – Term Rate Advances (a) The rate of interest on an Advance under the Revolving Facility which is a Term Rate Advance for its Interest Period shall, subject to paragraph (d) below, be the rate per annum which is the aggregate of: (i) the Revolving Facility Margin; and


 
137 152197039_18 (ii) the applicable Term Reference Rate. (b) [Reserved] (c) Subject to Clause 1.8 (LIBOR Transition), the rate of interest on an Advance under an Additional Facility which is a Term Rate Advance for its Interest Period shall be the rate per annum which is the aggregate of: (i) the applicable Margin; and (ii) the applicable Term Reference Rate. (d) The rate of interest applicable to an Advance under a Revolving Facility denominated in US Dollars in respect of an Interest Period: (i) which is current on the 2023 First Amendment Effective Date shall be the sum of the applicable Margin and the reference rate that was determined for such Advance under the relevant Revolving Facility in accordance with this Agreement prior to the 2023 First Amendment Effective Date; and (ii) which commences after the 2023 First Amendment Effective Date shall be determined in accordance with paragraph (a) above. (e) Subject to Clause 1.8 (LIBOR Transition), the timing of payment of interest on an Advance under an Additional Facility shall be regulated by the relevant Additional Facility Accession Agreement. (f) The Facility Agent shall promptly notify the relevant Borrowers and the Lenders of each determination of a Term Reference Rate and any change to the proposed length of an Interest Period or any interest rate occasioned by the operation of Clause 16 (Market Disruption and Alternative Interest Rates). (g) This Clause 12.1 shall not require the Facility Agent to make any notification to any Party on a day which is not a Business Day. 12.2 Calculation of Interest – Compounded Rate Advances (a) The rate of interest applicable to a Revolving Facility Advance which is a Compounded Rate Advance on any day during an Interest Period is the percentage rate per annum which is the aggregate of: (i) the Revolving Facility Margin; and (ii) the Compounded Reference Rate for that day. (b) [Reserved] (c) If any day during an Interest Period for a Compounded Rate Advance is not an RFR Banking Day, the rate of interest on that Compounded Rate Advance for that day will be the rate applicable to the immediately preceding RFR Banking Day. 138 152197039_18 (d) The Facility Agent shall promptly upon a Compounded Rate Interest Payment being determinable notify: (i) Sunrise HoldCo III or the relevant Borrower of that Compounded Rate Interest Payment; (ii) each relevant Lender of the proportion of that Compounded Rate Interest Payment which relates to that Lender’s participation in the relevant Compounded Rate Advance; and (iii) the relevant Lenders and Sunrise HoldCo III or the relevant Borrower of each applicable rate of interest relating to the determination of that Compounded Rate Interest Payment. (e) This Clause 12.2 shall not require the Facility Agent to make any notification to any Party on a day which is not a Business Day. 12.3 Calculation of Interest – Fixed Rate Advances The rate of interest applicable to a Fixed Rate Advance shall be the fixed rate as set out in the applicable Additional Facility Accession Agreement. 12.4 Payment of Interest (a) Except as otherwise provided in this Agreement or any Additional Facility Accession Agreement, accrued interest on each Term Rate Advance is payable by the relevant Borrower on the last day of its Interest Period and also, in the case of any Term Rate Advance with an Interest Period longer than six months, at six monthly intervals after the first day of that Interest Period for so long as the Interest Period continues. (b) The Compounded Rate Interest Payment in relation to each Compounded Rate Advance is payable on (i) the later of the last day of its Interest Period and (ii) the date which is three Business Days after the date on which the Facility Agent notifies Sunrise HoldCo III of the amount of such Compounded Rate Interest Payment. (c) The timing for payment of accrued interest in relation to a Fixed Rate Advance shall be regulated by the applicable Additional Facility Accession Agreement. 12.5 Default interest (a) If an Obligor fails to pay any amount payable by it under the Finance Documents, it shall forthwith on demand by the Facility Agent pay interest on the overdue amount from the due date up to the date of actual payment, both before and after judgment, at a rate (the “default rate”) determined by the Facility Agent to be two per cent. per annum above the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted an Advance at the Margin applicable to a new Advance if it had been drawn down at such time in the currency of the Unpaid Sum for such successive Interest Periods of such duration (not being more than three months) as the Facility Agent may determine, having regard to the likely duration of the default (a “Designated Term”). 139 152197039_18 (b) The default rate will be determined on each Business Day or the first day of, or two Business Days before the first day of, the relevant Designated Term, as appropriate. (c) Default interest will be compounded at the end of each Designated Term. 12.6 Sustainability adjustments (a) Sunrise HoldCo III shall, on or prior to 30 September in each financial year, beginning with the financial year ending 31 December 2026 up to and including the financial year ending 31 December 2030: (i) procure that the Sustainability Report in relation to the immediately preceding financial year is published on Sunrise’s website; or (ii) deliver the Sustainability Report in relation to the immediately preceding financial year to the Facility Agent. (b) From (and including) the date on which the Sustainability Report for any financial year (commencing with the Sustainability Report for the financial year ending 31 December 2025) has been published on Sunrise’s website or delivered to the Facility Agent, Sunrise HoldCo III shall supply to the Facility Agent, as soon as reasonably practicable (and, in any event, within 15 Business Days) after the Sustainability Report for the relevant financial year is published on Sunrise’s website or delivered to the Facility Agent: (i) an ESG Certificate signed by a director of Sunrise HoldCo III confirming whether the Women in Leadership Roles KPI and the Science Based Target (Scope 1 and 2) KPI, and (from and including the financial year ending 31 December 2026) the Science Based Target (Scope 3) KPI have been achieved for that financial year; and (ii) an Auditor’s Report. (c) The Original Revolving Facility Margin shall be adjusted as follows: (i) if no KPI Expiry Event has occurred and Sunrise HoldCo III has failed to deliver or publish (as the case may be) a Sustainability Report and/or the accompanying ESG Certificate and/or (if applicable) Auditor’s Report in accordance with paragraphs (a) and (b) above: (A) in respect of a financial year ending on or prior to 31 December 2025, the Original Revolving Facility Margin shall be increased by 0.0300 per cent. per annum; and (B) in respect of a financial year ending on or after 31 December 2026 up to and including the financial year ending 31 December 2030, the Original Revolving Facility Margin shall be increased by 0.0500 per cent. per annum, in each case, from (and including) 1 October in that financial year (if Sunrise HoldCo III has failed to deliver or publish a Sustainability Report 140 152197039_18 in accordance with paragraph (a) above) or the date falling 16 Business Days after the date on which the Sustainability Report has been published for that financial year (if the Sustainability Report has been delivered or published but Sunrise HoldCo III has failed to deliver an ESG Certificate and/or (if applicable) Auditor’s Report in accordance with paragraph (b) above) until (but excluding) the date on which Sunrise HoldCo III has delivered or published a Sustainability Report and delivered an ESG Certificate and (if applicable) Auditor’s Report to the Facility Agent; (ii) if a KPI Expiry Event has occurred and Sunrise HoldCo III has failed to deliver or publish (as the case may be) a Sustainability Report and/or the accompanying ESG Certificate and/or (if applicable) Auditor’s Report in accordance with paragraphs (a) and (b) above, the Original Revolving Facility Margin shall be increased by: (A) in respect of a financial year ending on or before 31 December 2025: (1) if the Remaining KPI (as defined below) is the Women in Leadership Roles KPI, 0.0100 per cent. per annum; (2) if the Remaining KPI is the Science Based Target (Scope 1 and 2) KPI, 0.0200 per cent. per annum; or (B) in respect of a financial year ending on or after 31 December 2026 up to and including the financial year ending 31 December 2030: (1) if the Remaining KPIs are the Women in Leadership Roles KPI and the Science Based Target (Scope 1 and 2) KPI, 0.0300 per cent. per annum; (2) if the Remaining KPIs are the Science Based Target (Scope 1 and 2) KPI and the Science Based Target (Scope 3) KPI, 0.0400 per cent. per annum; or (3) if the Remaining KPIs are the Women in Leadership Roles KPI and the Science Based Target (Scope 3) KPI, 0.0300 per cent. per annum, in each case, from (and including) 1 October in that financial year (if Sunrise HoldCo III has failed to deliver or publish a Sustainability Report in accordance with paragraph (a) above) or the date falling 16 Business Days after the date on which the Sustainability Report has been published for that financial year (if the Sustainability Report has been delivered or published but Sunrise HoldCo III has failed to deliver an ESG Certificate and/or (if applicable) Auditor’s Report in accordance with paragraph (b) above) until (but excluding) the date on which Sunrise HoldCo III has delivered or published a Sustainability Report and delivered an ESG Certificate and (if applicable) Auditor’s Report to the Facility Agent;


 
141 152197039_18 (iii) if no KPI Expiry Event has occurred and Sunrise HoldCo III has delivered or published (as the case may be) a Sustainability Report and the accompanying ESG Certificate and (if applicable) Auditor’s Report certifying that: (A) in respect of a financial year ending on or before 31 December 2025: (1) both the Women in Leadership Roles KPI and the Science Based Target (Scope 1 and 2) KPI have been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Revolving Facility Margin shall be reduced by 0.0300 per cent. per annum; (2) the Women in Leadership Roles KPI has been achieved but the Science Based Target (Scope 1 and 2) KPI has not been achieved, in each case for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Revolving Facility Margin shall be increased by 0.0100 per cent. per annum; (3) the Science Based Target (Scope 1 and 2) KPI has been achieved but the Women in Leadership Roles KPI has not been achieved, in each case for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Revolving Facility Margin shall be reduced by 0.0100 per cent. per annum; or (4) neither the Women in Leadership Roles KPI nor the Science Based Target (Scope 1 and 2) KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Revolving Facility Margin shall be increased by 0.0300 per cent. per annum; and (B) in respect of a financial year ending on or after 31 December 2026 up to and including the financial year ending 31 December 2030: (1) the Women in Leadership Roles KPI, the Science Based Target (Scope 1 and 2) KPI, and the Science Based Target (Scope 3) KPI have been achieved for the financial year that the Sustainability Report, ESG Certificate, and (if applicable) Auditor’s Report relate to, the Original Revolving Facility Margin shall be reduced by 0.0500 per cent. per annum; (2) the Women in Leadership Roles KPI and the Science Based Target (Scope 3) KPI have been achieved, but the 142 152197039_18 Science Based Target (Scope 1 and 2) KPI has not been achieved for the financial year that the Sustainability Report, ESG Certificate, and (if applicable) Auditor’s Report relate to, the Original Revolving Facility Margin shall be reduced by 0.0100 per cent. per annum; (3) the Science Based Target (Scope 1 and 2) KPI and the Science Based Target (Scope 3) KPI have been achieved, but the Women in Leadership Roles KPI has not been achieved for the financial year that the Sustainability Report, ESG Certificate, and (if applicable) Auditor’s Report relate to, the Original Revolving Facility Margin shall be reduced by 0.0300 per cent. per annum; (4) the Women in Leadership Roles KPI and the Science Based Target (Scope 1 and 2) KPI have been achieved, but the Science Based Target (Scope 3) KPI has not been achieved for the financial year that the Sustainability Report, ESG Certificate, and (if applicable) Auditor’s Report relate to, the Original Revolving Facility Margin shall be reduced by 0.0100 per cent. per annum, provided that if the Scope 3 Buffer Concession applies, the Original Revolving Facility Margin shall be reduced by 0.0300 per cent. per annum (if applicable); (5) the Women in Leadership Roles KPI has been achieved, but neither the Science Based Target (Scope 1 and 2) KPI nor the Science Based Target (Scope 3) KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate, and (if applicable) Auditor’s Report relate to, the Original Revolving Facility Margin shall be increased by 0.0300 per cent. per annum, provided that if the Scope 3 Buffer Concession applies, the Revolving Facility Margin shall be increased by 0.0100 per cent. per annum (if applicable); (6) the Science Based Target (Scope 1 and 2) KPI has been achieved, but neither the Women in Leadership Roles KPI nor the Science Based Target (Scope 3) KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate, and (if applicable) Auditor’s Report relate to, the Original Revolving Facility Margin shall be increased by 0.0100 per cent. per annum, provided that if the Scope 3 Buffer Concession applies, the Original Revolving Facility Margin shall be reduced by 0.0100 per cent. per annum (if applicable); (7) the Science Based Target (Scope 3) KPI has been achieved, but neither the Women in Leadership Roles KPI nor the Science Based Target (Scope 1 and 2) KPI has been achieved for the financial year that the 143 152197039_18 Sustainability Report, ESG Certificate, and (if applicable) Auditor’s Report relate to, the Original Revolving Facility Margin shall be increased by 0.0100 per cent. per annum; or (8) neither the Women in Leadership Roles KPI, the Science Based Target (Scope 1 and 2) KPI, nor the Science Based Target (Scope 3) KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate, and (if applicable) Auditor’s Report relate to, the Original Revolving Facility Margin shall be increased by 0.0500 per cent. per annum, provided that if the Scope 3 Buffer Concession applies, the Original Revolving Facility Margin shall be increased by 0.0300 per cent. per annum (if applicable), in each case, from (and including) the date of delivery of the ESG Certificate and (if applicable) Auditor’s Report until (but excluding) the earlier of: (x) the date on which Sunrise HoldCo III has delivered or published a Sustainability Report for the next financial year in accordance with paragraph (a) above and delivered the accompanying ESG Certificate and/or (if applicable) Auditor’s Report in accordance with paragraph (b) above; and (y) 1 October (if Sunrise HoldCo III has failed to deliver or publish a Sustainability Report in accordance with paragraph (a) above) or the date falling 16 Business Days after the date on which the next Sustainability Report has been delivered or published (if the Sustainability Report has been delivered or published but Sunrise HoldCo III has failed to deliver an ESG Certificate and (if applicable) Auditor’s Report in accordance with paragraph (b) above); or (iv) if a KPI Expiry Event has occurred and Sunrise HoldCo III has delivered or published (as the case may be) a Sustainability Report and the accompanying ESG Certificate and (if applicable) Auditor’s Report certifying that: (A) in respect of a financial year ending on or before 31 December 2025: (1) where the Remaining KPI is the Women in Leadership Roles KPI and such Remaining KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Revolving Facility Margin shall be reduced by 0.0100 per cent. per annum; (2) where the Remaining KPI is the Science Based Target (Scope 1 and 2) KPI and such Remaining KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Revolving Facility Margin shall be reduced by 0.0200 per cent. per annum; 144 152197039_18 (3) where the Remaining KPI is the Women in Leadership Roles KPI and such Remaining KPI has not been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Revolving Facility Margin shall be increased by 0.0100 per cent. per annum; or (4) where the Remaining KPI is the Science Based Target (Scope 1 and 2) KPI and such Remaining KPI has not been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Revolving Facility Margin shall be increased by 0.0200 per cent. per annum; and (B) in respect of a financial year ending on or after 31 December 2026 up to and including the financial year ending 31 December 2030: (1) where the Remaining KPIs are the Women in Leadership Roles KPI and the Science Based Target (Scope 1 and 2) KPI and: (a) such Remaining KPIs have been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Revolving Facility Margin shall be reduced by 0.0300 per cent. per annum; (b) the Women in Leadership Roles KPI has been achieved but the Science Based Target (Scope 1 and 2) KPI has not been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Revolving Facility Margin shall be increased by 0.0100 per cent. per annum; (c) the Women in Leadership Roles KPI has not been achieved but the Science Based Target (Scope 1 and 2) KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Revolving Facility Margin shall be reduced by 0.0100 per cent. per annum; or (d) such Remaining KPIs have not been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Revolving Facility Margin shall be increased by 0.0300 per cent. per annum; and


 
145 152197039_18 (2) where the Remaining KPIs are the Women in Leadership Roles KPI and the Science Based Target (Scope 3) KPI and: (a) such Remaining KPIs have been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Revolving Facility Margin shall be reduced by 0.0300 per cent. per annum; (b) the Women in Leadership Roles KPI has been achieved but the Science Based Target (Scope 3) KPI has not been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Revolving Facility Margin shall be increased by 0.0100 per cent. per annum provided that if the Scope 3 Buffer Concession applies, the Original Revolving Facility Margin shall be reduced by 0.0100 per cent. per annum (if applicable); (c) the Women in Leadership Roles KPI has not been achieved but the Science Based Target (Scope 3) KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Revolving Facility Margin shall be reduced by 0.0100 per cent. per annum; or (d) such Remaining KPIs have not been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Revolving Facility Margin shall be increased by 0.0300 per cent. per annum provided that if the Scope 3 Buffer Concession applies, the Original Revolving Facility Margin shall be increased by 0.0100 per cent. per annum (if applicable); and (3) where the Remaining KPIs are the Science Based Target (Scope 1 and 2) KPI and the Science Based Target (Scope 3) KPI and: (a) such Remaining KPIs have been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Revolving Facility Margin shall be reduced by 0.0400 per cent. per annum; (b) the Science Based Target (Scope 1 and 2) KPI has been achieved but the Science Based Target (Scope 3) KPI has not been achieved for the financial year that the 146 152197039_18 Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Revolving Facility Margin shall not be changed provided that if the Scope 3 Buffer Concession applies, the Original Revolving Facility Margin shall be reduced by 0.0200 per cent. per annum (if applicable); (c) the Science Based Target (Scope 1 and 2) KPI has not been achieved but the Science Based Target (Scope 3) KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Revolving Facility Margin shall not be changed; or (d) such Remaining KPIs have not been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Revolving Facility Margin shall be increased by 0.0400 per cent. per annum provided that if the Scope 3 Buffer Concession applies, the Original Revolving Facility Margin shall be increased by 0.0200 per cent. per annum (if applicable), in each case, from (and including) the date of delivery of the ESG Certificate and (if applicable) Auditor’s Report until (but excluding) the earlier of: (x) the date on which Sunrise HoldCo III has delivered or published a Sustainability Report for the next financial year in accordance with paragraph (a) above and delivered the accompanying ESG Certificate and/or (if applicable) Auditor’s Report in accordance with paragraph (b) above; and (y) 1 October (if Sunrise HoldCo III has failed to deliver or publish a Sustainability Report in accordance with paragraph (a) above) or the date falling 16 Business Days after the date on which the next Sustainability Report has been delivered or published (if the Sustainability Report has been delivered or published but Sunrise HoldCo III has failed to deliver an ESG Certificate and (if applicable) Auditor’s Report in accordance with paragraph (b) above). (d) Any savings achieved by way of a reduction to the Original Revolving Facility Margin pursuant to paragraphs (c)(iii)(A)(1), (c)(iii)(A)(3), (c)(iii)(B)(1), (c)(iii)(B)(2), (c)(iii)(B)(3), (c)(iii)(B)(4), (c)(iii)(B)(6), (c)(iv)(A)(1), (c)(iv)(A)(2), (c)(iv)(B)(1)(a), (c)(iv)(B)(1)(c), (c)(iv)(B)(2)(a), (c)(iv)(B)(2)(b), (c)(iv)(B)(2)(c), (c)(iv)(B)(3)(a) or (c)(iv)(B)(3)(b) above (a “Margin Saving”) shall be reinvested (or committed to be reinvested) in further environmental, social and governance (or equivalent) projects or initiatives (as determined by Sunrise HoldCo III in its sole discretion) of the ESG Group from time to time. (e) Sunrise HoldCo III shall include a statement in each ESG Certificate delivered to the Facility Agent in accordance with paragraph (b) above for any financial year in respect of which a Margin Saving has been achieved confirming that it has reinvested (or has committed to reinvest) in accordance with paragraph (d) above any such Margin Saving. 147 152197039_18 (f) If either Sunrise HoldCo III and/or the Facility Agent (acting on the instructions of the Majority Lenders in relation to the Revolving Facility), determines that the Women in Leadership Roles KPI and/or the Science Based Target (Scope 1 and 2) KPI and/or the Science Based Target (Scope 3) KPI and/or any Replacement KPI (as applicable) is no longer available, cannot be calculated, or is no longer appropriate with respect to the ESG Group (including but not limited to, as a result of material acquisitions, divestments, restructurings or other transactions) (an “Expired KPI”), such party may request, by written notice to the other parties supported with reasonable evidence why such negotiations should be initiated, that each such party shall negotiate in good faith with a view to agreeing: (i) one or more relevant new target key performance indicators (each a “Replacement KPI”) to replace the Women in Leadership Roles KPI and/or the Science Based Target (Scope 1 and 2) KPI and/or the Science Based Target (Scope 3) KPI and/or any prior Replacement KPI (as applicable); and/or (ii) appropriate amendments to the Women in Leadership Roles KPI and/or the Science Based Target (Scope 1 and 2) KPI and/or the Science Based Target (Scope 3) KPI and/or any prior Replacement KPI (as applicable); and/or (iii) any amendments to this Agreement that are necessary, consequential or desirable in connection with the foregoing. (g) If Sunrise HoldCo III and the Facility Agent (acting on the instructions of the Majority Lenders in relation to the Revolving Facility) agree on amendments to the Women in Leadership Roles KPI, the Science Based Target (Scope 1 and 2) KPI and/or the Science Based Target (Scope 3) KPI and/or any Replacement KPI (as applicable), to make amendments to include a Replacement KPI and/or any necessary, consequential or desirable amendments, such amendments will take effect for the purposes of this Agreement from the start of the next applicable financial year unless otherwise agreed between Sunrise HoldCo III and the Facility Agent. (h) If Sunrise HoldCo III has not engaged in negotiations (where applicable) or no agreement is reached between Sunrise HoldCo III and the Facility Agent (acting on the instructions of the Majority Lenders in relation to the Revolving Facility) in relation to such Replacement KPI or such other amendments referred to in paragraph (e) above following a 60 day negotiation period, then either: (i) if: (A) in respect of a financial year ending on or before 31 December 2025, one of the Women in Leadership Roles KPI or the Science Based Target (Scope 1 and 2) KPI or any Replacement KPI remains available, can be calculated and is still appropriate with respect to the ESG Group (the “Remaining KPI”); or 148 152197039_18 (B) in respect of a financial year ending on or after 31 December 2026 up to and including the financial year ending 31 December 2030, two of the Women in Leadership Roles KPI, the Science Based Target (Scope 1 and 2) KPI, the Science Based Target (Scope 3) KPI or any Replacement KPI remains available, can be calculated and is still appropriate with respect to the ESG Group (the “Remaining KPIs”); and (C) Sunrise HoldCo III elects by notice to the Facility Agent, then the Revolving Facility shall continue to be a sustainability-linked financing but the Expired KPI shall no longer be required to be tested or reported on in accordance with this Clause 12.6 (Sustainability adjustments) (a “KPI Expiry Event”); or (ii) in any other case, the Revolving Facility shall cease to be a sustainability linked-financing and any adjustment to the Original Revolving Facility Margin in accordance with paragraph (c) above shall cease to apply from the end of the current financial year and the Original Revolving Facility Margin shall apply without any such adjustment for the remaining life of the Revolving Facility. (i) [Reserved]. (j) Notwithstanding any other term of the Finance Documents, failure to: (i) achieve the Women in Leadership Roles KPI, the Science Based Target (Scope 1 and 2) KPI, the Science Based Target (Scope 3) KPI and/or any Replacement KPI in any financial year for which the applicable KPI is tested; (ii) deliver an ESG Certificate; (iii) reinvest or commit to reinvest any Margin Saving in accordance with paragraph (d) of this Clause 12.6 (Sustainability adjustments) or make any confirmation in relation to the same in accordance with paragraph (e) of this Clause 12.6 (Sustainability adjustments); (iv) publish or deliver (as the case may be) a Sustainability Report and/or an Auditor’s Report; and/or (v) comply with any other provision of this Clause 12.6 (Sustainability adjustments), shall not constitute a breach of any representation and warranty or undertaking in the Finance Documents and shall not result in the occurrence of a Default or an Event of Default (and shall have no effect other than as set out in this Clause 12.6 (Sustainability adjustments)). (k) For the purposes of this Clause 12.6 (Sustainability adjustments):


 
149 152197039_18 (i) “Auditor’s Report” means a report or letter prepared by a Sustainability Auditor which contains a statement of limited assurance with regards to the satisfaction of the Science Based Target (Scope 1 and 2) KPI, the Science Based Target (Scope 3) KPI, the Women in Leadership Roles KPI and/or any Replacement KPI for the relevant financial year or the numbers used in the computation of the Science Based Target (Scope 1 and 2) KPI, the Science Based Target (Scope 3) KPI, the Women in Leadership Roles KPI and/or any Replacement KPI, provided that if the Sustainability Report for that financial year contains such statement of limited assurance, then the Sustainability Report will be deemed to constitute the Auditor’s Report for that financial year. “ESG Certificate” means a certificate substantially in the form set out in Schedule 16 (Form of ESG Certificate) with such changes as may be agreed between Sunrise HoldCo III and the Facility Agent. “ESG Group” means (i) the Reporting Entity and its relevant Subsidiaries (as determined by Sunrise HoldCo III (acting in its sole discretion)) from time to time and (ii) any other person in respect of which the Reporting Entity has a direct or indirect ownership interest as may be designated for inclusion or exclusion by Sunrise HoldCo III (acting in its sole discretion) from time to time, in each case as applicable for the Women in Leadership Roles KPI, the Science Based Target (Scope 1 and 2) KPI, the Science Based Target (Scope 3) KPI and/or any Replacement KPI. “Leadership Role” means senior managers, senior directors, vice presidents and executive committee members, and any other individuals that hold a role rated level 5 or above in respect of the ESG Group’s management level structure from time to time; “Science Based Target (Scope 1 and 2) KPI” means, in respect of any financial year, a percentage reduction in the aggregate scope 1 and scope 2 greenhouse gas emissions of the Science Based Target (Scope 1 and 2) Model Group (on a combined basis), as compared to the Science Based Target (Scope 1 and 2) Model Baseline, which is equal to or greater than the percentage set out in column two of the table below for that financial year, in either case as may be adjusted by notice from Sunrise HoldCo III (acting in its sole discretion) to the Facility Agent to align with the final Science Based Target (Scope 1 and 2) Model and/or any internal annual targets of Sunrise HoldCo III from time to time: Year (1) Cumulative Reduction (2) Financial year ending 31 December 2025 22% Financial year ending 31 December 2026 27% Financial year ending 31 December 2027 32% Financial year ending 31 December 2028 36% Financial year ending 31 December 2029 41% Financial year ending 31 December 2030 46% “Science Based Target (Scope 1 and 2) Model” means the model initially approved by the Science Based Targets initiative on 6 September 2024 as agreed 150 152197039_18 and/or updated from time to time (including as updated by Sunrise HoldCo III to reflect any changes in calculation methodology that arise as a result of the adoption by Sunrise HoldCo III (or any other member of the ESG Group) of (in the reasonable opinion of Sunrise HoldCo III) more accurate calculation methodologies). “Science Based Target (Scope 1 and 2) Model Baseline” means the aggregate scope 1 and scope 2 greenhouse gas emissions of the Science Based Target (Scope 1 and 2) Model Group (on a combined basis) for the financial year ending 31 December 2022, being 2,637 tCO2e as may be adjusted by notice from Sunrise HoldCo III (acting in its sole discretion) to the Facility Agent to align with the final Science Based Target (Scope 1 and 2) Model and/or any internal annual targets of Sunrise HoldCo III from time to time. “Science Based Target (Scope 1 and 2) Model Group” means the members of the ESG Group that are set out in the Science Based Target (Scope 1 and 2) Model. (b) “Science Based Target (Scope 3) KPI” means, for the relevant financial year in column one of the table below, a percentage reduction in the aggregate scope 3 greenhouse gas emissions of the Science Based Target (Scope 3) Model Group (on a combined basis), as compared to the Science Based Target (Scope 3) Model Baseline, which is equal to or greater than the percentage set out in column two of the table below, as such table may be adjusted by notice from Sunrise HoldCo III (acting in its sole discretion) to the Facility Agent to align with the final Science Based Target (Scope 3) Model and/or any internal annual targets of Sunrise HoldCo III from time to time: Year (1) Cumulative Reduction (2) Financial year ending 31 December 2025 9.8% Financial year ending 31 December 2026 10.3% Financial year ending 31 December 2027 11.6% Financial year ending 31 December 2028 13.4% Financial year ending 31 December 2029 16.1% Financial year ending 31 December 2030 19.7% “Science Based Target (Scope 3) Model” means the model initially approved by the Science Based Targets initiative by Sunrise HoldCo III on 6 September 2024 as agreed and/or updated from time to time (including as updated by Sunrise HoldCo III to reflect any changes in calculation methodology that arise as a result of the adoption by Sunrise HoldCo III (or any other member of the ESG Group) of (in the reasonable opinion of Sunrise HoldCo III) more accurate calculation methodologies). “Science Based Target (Scope 3) Model Baseline” means the aggregate scope 3 greenhouse gas emissions of the Science Based Target (Scope 3) Model Group (on a combined basis) for the financial year ending 31 December 2022, being 182,151 tCO2e as may be adjusted by notice from Sunrise HoldCo III (acting in its sole discretion) to the Facility Agent to align with the final Science Based 151 152197039_18 Target (Scope 3) Model and/or any internal annual targets of Sunrise HoldCo III from time to time. “Science Based Target (Scope 3) Model Group” means the members of the ESG Group that are set out in the Science Based Target (Scope 3) Model. “Scope 3 Buffer Concession” means, in respect of the Science Based Target (Scope 3) KPI, if for the relevant financial year in column one of the table in the definition of Science Based Target (Scope 3) KPI, the percentage reduction in the aggregate scope 3 greenhouse gas emissions of the Science Based Target (Scope 3) Model Group (on a combined basis), as compared to the Science Based Target (Scope 3) Model Baseline, is less than the percentage set out in column two of the table therein but within 2% of such percentage, as such table may be adjusted by notice from Sunrise Holdco III to the Facility Agent to align with the final Science Based Target (Scope 3) Model and/or any internal annual targets of Sunrise Holdco III from time to time. “Sustainability Auditor” means a third-party auditor, environmental consultant, independent ratings agency or industry professional, in each case, of international repute or national repute in Switzerland, any member state of the European Union, the United States or the United Kingdom appointed by Sunrise HoldCo III (or its Affiliates) in its sole discretion from time to time. “Sustainability Report” means: (i) the annual corporate responsibility summary report relating to, amongst other things, the annual sustainability report issued by the ESG Group or an integrated financial and non-financial management report issued by the ESG Group (or such other sustainability and/or corporate responsibility report relating to the ESG Group) containing the data relevant to the Women in Leadership Roles KPI, the Science Based Target (Scope 1 and 2) KPI, (if applicable) the Science Based Target (Scope 3) KPI and (if applicable) any Replacement KPI, and published on Sunrise’s website or delivered to the Facility Agent; or (ii) if the data directly used to ascertain whether the Women in Leadership Roles KPI, the Science Based Target (Scope 1 and 2) KPI and/or (if applicable) the Science Based Target (Scope 3) KPI and/or (if applicable) any Replacement KPI has been achieved for a financial year is contained in the financial statements delivered pursuant to Clause 21 (Undertakings) for that financial year, the financial statements for such financial year delivered pursuant to Clause 21 (Undertakings). “Women in Leadership Roles KPI” means for the relevant financial year in column one of the table below, the number of women in a Leadership Role as a per cent. of all Leadership Roles is equal to or greater than the percentage set out in column two of the table below, as may be adjusted by notice from Sunrise HoldCo III (acting in its sole discretion) to the Facility Agent from time to time: 152 152197039_18 Year (1) Women in Leadership Roles (2) Financial year ending 31 December 2025 18.1% Financial year ending 31 December 2026 19.3% Financial year ending 31 December 2027 20.5% Financial year ending 31 December 2028 21.8% Financial year ending 31 December 2029 23.0% Financial year ending 31 December 2030 25.0% 13. INTEREST PERIODS 13.1 Selection of Interest Periods (a) The Interest Period of each Advance will be the period selected by the Request for that Advance and each subsequent Interest Period (in relation to a Term Facility only) will be the period selected by the Borrower by notice to the Facility Agent received not later than the third Business Day before the end of the then current Interest Period under that Term Facility. (b) The duration of each Interest Period for each Advance under a Term Facility shall, save as otherwise provided in this Agreement, be 1, 2, 3 or 6 months, or, in each case, such other period of up to 12 months as the Facility Agent may agree with the Borrower (acting on the instruction of the Majority Lenders in relation to the relevant Term Facility) or in connection with the first Term Facility Advance under any Term Facility, any other period of six months or less as agreed to by the relevant Borrower and the Facility Agent. Each Interest Period for a Term Facility Advance will commence on its Utilisation Date or in the case of each subsequent Interest Period the expiry of its preceding Interest Period. (c) Each Advance under a Revolving Facility or an Additional Revolving Facility has one Interest Period only. (d) The duration of each Interest Period for an Advance under a Revolving Facility or an Additional Revolving Facility shall, save as otherwise provided in this Agreement, be a period of any number of days from and including 1 day to and including 30 days or 1, 2, 3 or 6 months or such other period of up to 12 months as the Lenders whose Commitments under the relevant Facility that aggregate more than 50% of the aggregate Commitments under that Facility may agree with the Borrower prior to submission of the relevant Request provided that such period shall end on or before the Final Maturity Date in respect of the relevant Revolving Facility or the relevant Additional Revolving Facility (as applicable). Each Interest Period for an Advance under a Revolving Facility or an Additional Revolving Facility will commence on its Utilisation Date. (e) The length of an Interest Period of a Term Rate Advance shall not be affected by that Term Rate Advance becoming a “Compounded Rate Advance” for that Interest Period pursuant to Clause 11.2 (Delayed switch for existing Term Rate Advances).


 
153 152197039_18 13.2 Non-Business Days If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period shall instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not). 13.3 Further Adjustments to Interest Periods If an Interest Period for an Advance would otherwise overrun the relevant Final Maturity Date, it shall be shortened so that it ends on that Final Maturity Date. 13.4 Other adjustments The Facility Agent and the Borrowers may enter into such other arrangements as they may agree for the adjustment of Interest Periods and the consolidation and/or splitting of Advances. 13.5 Notification of Interest Period The Facility Agent shall notify the relevant Borrower and the Lenders of the duration of each Interest Period promptly after ascertaining its duration. 14. PAYMENTS 14.1 Place of Payment All payments by an Obligor or a Lender under this Agreement shall be made to the Facility Agent to its account at such office or bank in the principal financial centre of the country of the currency concerned (or, in the case of Euros, the financial centre of such of the Participating Member States or London) as the Facility Agent may notify to the Obligor or Lender for this purpose, in each case, other than any payment to be made on a cashless basis as part of a Permitted Financing Action. 14.2 Funds Payments under this Agreement to the Facility Agent shall be made for value on the due date at such times and in such funds as the Facility Agent may specify to the Party concerned as being customary at the time for the settlement of transactions in the relevant currency in the place for payment, in each case, other than any payment to be made on a cashless basis as part of a Permitted Financing Action. 14.3 Distribution (a) Each payment received by the Facility Agent under this Agreement for another Party shall, except as set out in paragraph (d) below and subject to paragraphs (b) and (c) below, be made available by the Facility Agent to that Party by payment (on the date of value of receipt and in the currency and funds of receipt) to its account with such bank in the principal financial centre of the country of the relevant currency (or, in the case of Euros, in the principal financial centre of such of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less than five Business Days’ prior notice, 154 152197039_18 in each case, other than any payment to be made on a cashless basis as part of a Permitted Financing Action. (b) The Facility Agent may apply any amount received by it for an Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor under this Agreement in the same currency on such date or in or towards the purchase of any amount of any currency to be so applied. (c) Where a sum is to be paid under this Agreement to the Facility Agent for the account of another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sum. The Facility Agent may, however, assume that the sum has been paid to it in accordance with this Agreement and, in reliance on that assumption, make available to that Party a corresponding amount. If the sum has not been made available but the Facility Agent has paid a corresponding amount to another Party, that Party shall forthwith on demand refund the corresponding amount to the Facility Agent together with interest on that amount from the date of payment to the date of receipt, calculated at a rate reasonably determined by the Facility Agent to reflect its cost of funds. (d) Subject to paragraph (c) above, in the case of a Mid-Interest Period Transfer, the Facility Agent shall: (i) make any interest payable in respect of the principal amount that is assigned, transferred or novated under a Mid-Interest Period Transfer, that accrues on and prior to the date on which the Mid-Interest Period Transfer becomes effective, available to the Existing Lender; and (ii) make any interest payable in respect of the principal amount that is assigned, transferred or novated as a Mid-Interest Period Transfer, that accrues after the date on which the Mid-Interest Period Transfer becomes effective, available to the New Lender, such payments shall be paid (on the date of value of receipt and in the currency and funds of receipt) to the Existing Lenders’ account or the New Lenders’ account (as applicable) with such bank and in the principal financial centre of the country of the relevant currency (or in the case of Euros, in the principal financial centre of one of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less than five Business Days’ prior notice. 14.4 Currency (a) A repayment or prepayment of an Advance is payable in the currency in which the Advance is denominated. (b) All interest is payable in the currency in which the relevant amount in respect of which it is payable is denominated. (c) Amounts payable in respect of costs, expenses, Taxes and the like are payable in the currency in which they are incurred. 155 152197039_18 (d) Any other amount payable under this Agreement is, except as otherwise provided in this Agreement, payable in Euros. 14.5 Reductions Any repayment of any Advance denominated in an Optional Currency shall reduce the amount of such Advance by the amount of such Optional Currency repaid and shall reduce the Euro Amount of such Advance proportionately. 14.6 Set-off and counterclaim All payments made by an Obligor under this Agreement shall be made without set-off or counterclaim. 14.7 Non-Business Days (a) If a payment under this Agreement is due on a day which is not a Business Day, the due date for that payment shall instead be the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not). (b) During any extension of the due date for payment of any principal under this Agreement interest is payable on the principal at the rate payable on the original due date. 14.8 Partial payments (a) Subject to the Intercreditor Agreement, if the Facility Agent receives a payment insufficient to discharge all the amounts then due and payable by an Obligor under this Agreement, the Facility Agent shall apply that payment towards the obligations of the Obligors under this Agreement in the following order: (i) first, in or towards payment pro rata of any unpaid costs, fees and expenses of the Facility Agent, the Security Agent and each L/C Bank under this Agreement; (ii) secondly, in or towards payment pro rata of any accrued fees (other than any commitment fees payable under Clause 25.1 (Additional Facility Commitment Fee) or Clause 25.2 (Revolving Facility Commitment Fee), or Documentary Credit fees payable under Clause 25.5 (Documentary Credit Fee)) due but unpaid under Clause 25 (Fees); (iii) thirdly, in or towards payment to the Lenders pro rata of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rata), Documentary Credit fees and commitment fees due but unpaid under this Agreement; (iv) fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid under this Agreement; and (v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. 156 152197039_18 (b) Subject to the Intercreditor Agreement, the Facility Agent shall, if so directed by the affected Lenders, vary the order set out in paragraphs (a)(ii) to (a)(v) above. The Facility Agent shall notify Sunrise HoldCo III of any such variation. (c) Paragraphs (a) and (b) above shall override any appropriation made by any Obligor. 14.9 Impaired Agent (a) If, at any time, the Facility Agent becomes an Impaired Agent, an Obligor or a Lender which is required to make a payment under the Finance Documents to the Facility Agent may instead either pay that amount direct to the required recipient or pay that amount to an interest-bearing account (the “Trust Account”) held with an Acceptable Bank within the meaning of paragraph (a) of the definition of “Acceptable Bank” and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the payment and designated as a trust account for the benefit of the Finance Party beneficially entitled to that payment under the Finance Documents. In each case such payments must be made within five Business Days of the due date for payment under the Finance Documents. (b) All interest accrued on the amount standing to the credit of the Trust Account shall be for the benefit of the beneficiaries of that Trust Account pro rata to their respective entitlements. (c) A Party which has made a payment in accordance with this Clause 14.9 (Impaired Agent) shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the Trust Account. (d) Promptly upon the appointment of a successor Facility Agent in accordance with Clause 24.14 (Resignation of Agents), each Party which has made a payment to a Trust Account in accordance with this Clause 14.9 (Impaired Agent) shall give all requisite instructions to the bank with whom the Trust Account is held to transfer the amount (together with any accrued interest) to the successor Facility Agent for distribution in accordance with this Agreement. 15. TAX GROSS-UP AND INDEMNITIES 15.1 Definitions (a) In this Clause 15: “Protected Party” means a Finance Party which is or will be, for or on account of Tax, subject to any liability or required to make any payment in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document. “Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.


 
157 152197039_18 “Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document other than: (i) a FATCA Deduction; or (ii) a deduction or withholding for or on account of any Bank Levy (or otherwise attributable to, or arising as a consequence of, a Bank Levy). “Tax Payment” means an increased payment made by an Obligor to a Finance Party under Clause 15.2 (Tax gross-up) or a payment under Clause 15.4 (Tax indemnity). “Treaty Lender” means a Lender which is (on the date a payment falls due), entitled to that payment under a double taxation agreement in force on the date (subject to the completion of any necessary procedural formalities) without a Tax Deduction. (b) In this Clause 15, a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination acting reasonably and in good faith. 15.2 Tax gross-up (a) Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law. (b) Sunrise HoldCo III or a Lender shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly. If the Facility Agent receives such notification from a Lender it shall notify Sunrise HoldCo III and that Obligor. (c) Subject to Clause 15.6 (U.S. Taxes), if a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (d) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (e) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (f) A Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate and use its reasonable efforts to complete any procedural formalities and provide any information, in each case on a timely 158 152197039_18 basis, necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction (or with a reduced rate of such Tax Deduction). (g) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction. No Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction (other than a payment or compensation in respect of any payments due to a Lender which is a special purpose vehicle that has issued notes and advanced all of the proceeds of such notes to a member of the Borrower Group pursuant to an Advance under an Additional Facility (except where the relevant FATCA Deduction arises from any non-compliance with any law, regulation or other obligation in respect of FATCA by a holder of such notes)). 15.3 Lender Tax Status (a) Solely in the case of a Tax Deduction imposed by a jurisdiction other than the United States in the case of a US Borrower, and notwithstanding any other provision of this Clause 15 (Tax Gross-up and Indemnities): (i) each Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments made by a Borrower under any Finance Document shall deliver to the Borrowers and the Facility Agent, at the time or times reasonably requested by the Borrowers or the Facility Agent (and promptly after the occurrence of a change in the Lender’s circumstance requiring a change in the most recent documentation previously delivered), such properly completed and executed documentation reasonably requested by the Borrower or the Facility Agent as will permit such payments to be made without withholding or at a reduced rate of withholding; and (ii) each Lender, if reasonably requested by the Borrowers or the Facility Agent, shall deliver such other documentation prescribed by an applicable requirement of law or reasonably requested by the Borrowers or the Facility Agent as will enable the Borrowers or the Facility Agent to determine whether or not such Lender is subject to withholding or information reporting requirements. In the event that any Lender fails to comply with the foregoing requirement, any Borrower shall be permitted to withhold and retain an amount in respect of the applicable withholding tax (excluding for the avoidance of doubt, any withholding tax imposed by the United States in the case of a US Borrower) estimated in good faith by the Borrowers to be required to be withheld in respect of interest payable to such Lender. Neither Sunrise HoldCo III nor any Obligor is required to make a Tax Payment to a Lender under this Agreement to the extent such Taxes are attributable to a failure by a Lender to provide the documentation required to be delivered pursuant to the first sentence of this Clause 15.3(a). For the avoidance of doubt, nothing in this Clause 15.3(a) shall be understood to affect the rights of Lenders to a gross-up in respect of a Tax Deduction levied in the United States in the case of a US Borrower, but only to the extent permitted under Clause 15.2 (Tax gross-up). 159 152197039_18 (b) Each Finance Party shall confirm whether it is entitled to receive payments under the Finance Documents free from withholding under FATCA and shall provide any documentation, forms and other information relating to its status under FATCA reasonably requested by the Facility Agent or a Borrower sufficient for the Facility Agent and the Borrowers to comply with their obligations under FATCA and to determine whether such Finance Party has complied with such applicable reporting requirements. 15.4 Tax indemnity (a) Subject to paragraph (b) below, the Obligors shall (within ten Business Days of written demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party reasonably determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party. The Protected Party shall within five Business Days’ of request by that Borrower provide to that Borrower reasonable written details explaining the loss, liability or cost and the calculation of the amount claimed by the Protected Party. (b) Paragraph (a) above shall not apply: (i) with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income or net profits received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; (ii) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party (other than in respect of any payments due to a Lender which is a special purpose vehicle that has issued notes and advanced all of the proceeds of such notes to a member of the Borrower Group pursuant to an Advance under an Additional Facility (except where such FATCA Deduction arises from any non-compliance with any law, regulation or other obligation in respect of FATCA by a holder of such notes)); or (iii) to the extent a loss, liability or cost: (A) has been compensated for by a payment under Clause 15.8 (Stamp Taxes) or would have been compensated for by such a payment, but for the application of any exception in such Clause; 160 152197039_18 (B) is compensated for by an increased payment under Clause 15.2 (Tax gross-up); or (C) is suffered or incurred by a Finance Party in respect of a Bank Levy. (c) A Protected Party making or intending to make a claim pursuant to paragraph (a) above shall promptly notify the Facility Agent in writing of the event which will give, or has given, rise to the claim, together with supporting evidence (including details of the nature of the Tax due or paid by that Protected Party), following which the Facility Agent shall promptly provide such information to Sunrise HoldCo III. (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.4 (Tax Indemnity), notify the Facility Agent. 15.5 Tax Credit (a) If an Obligor makes a Tax Payment and the relevant Finance Party determines that: (i) a Tax Credit is attributable to that Tax Payment; and (ii) that Finance Party has obtained, utilised and retained that Tax Credit, the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been made by the Obligor. (b) No provision of this Agreement shall: (i) interfere with the right of any Finance Party to arrange its tax or any other affairs in whatever manner it thinks fit or oblige any Finance Party to claim any credit, relief, remission or repayment in respect of any payment of Tax in priority to any other credit, relief, remission or repayment available to it, except that the Finance Party’s sole reason (acting in good faith) for not claiming or for deferring such credit, relief, remission or repayment shall not be its obligation to make a payment under this Clause 15.5 (Tax Credit); or (ii) oblige any Finance Party to disclose any information relating to its Tax or other affairs or any computations in respect thereof. 15.6 U.S. Taxes A US Borrower shall not be required to pay any additional amount pursuant to Clause 15.2 (Tax gross-up) in respect of United States Taxes (including, without limitation, federal, state, local or other income Taxes), branch profits or franchise Taxes with respect to a sum payable by it pursuant to this Agreement to a Lender if on the date such Lender becomes a Party or has designated a new Facility Office either:


 
161 152197039_18 (a) in the case of a Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code), such Lender has not provided the Borrower with two accurate and complete original signed copies of (i) U.S. Internal Revenue Service Form W-8BEN (relating to such Lender and claiming a complete exemption from withholding under an income tax treaty) (or successor form) or (ii) U.S. Internal Revenue Service Form W-8ECI (or successor form) certifying, in each case, to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to all amounts payable pursuant to the Finance Documents; (b) after the date such Lender becomes a Party, when a lapse in time or change in circumstances renders the previous certification of such Lender made pursuant to Clause 15.6(a) above obsolete or inaccurate, such Lender has not delivered to Sunrise HoldCo III two new accurate and complete original signed copies of U.S. Internal Revenue Service Form W-8ECI (or successor form) or Form W-8BEN (or successor form) (with respect to the benefit of any income tax treaty), as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to amounts payable pursuant to the Finance Documents; or (c) such Lender is subject to such Tax by reason of any connection between the jurisdiction imposing such Tax and the Lender or its Facility Office other than a connection arising solely from this Agreement or any transaction contemplated hereby. 15.7 Value added tax (a) All consideration expressed to be payable under a Finance Document by any Party to a Finance Party shall be deemed to be exclusive of any VAT and no Party shall exercise any potential option for waiving a VAT exemption. Subject to paragraph (b) below, if VAT is chargeable on any supply made by any Finance Party to any Party in connection with a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT, unless the VAT charge is caused by the Finance Party’s option to waive a VAT exemption, and in either case concurrently against the issue of an appropriate invoice. (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) in connection with a Finance Document, and any Party other than the Recipient (the “Subject Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration), (i) if the Supplier is required to account to the relevant tax authority for the VAT, the Subject Party must also pay to the Supplier and, (ii) if the Recipient is required to account to the relevant tax authority for the VAT the Subject Party must pay to the Recipient, (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. Where paragraph (i) applies, the Recipient must promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the 162 152197039_18 Recipient reasonably determines is in respect of the VAT chargeable on that supply. Where paragraph (ii) applies, the Subject Party must only pay to the Recipient an amount equal to the amount of such VAT to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party for the full amount of such costs and expenses including such costs that represent VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of the VAT. (d) Any reference in this Clause 15.7 (Value added tax) to any Party shall, at any time when such Party is treated as a member of a group including but not limited to any fiscal unities for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the relevant legislation of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added tax). (e) If VAT is chargeable on any supply made by a Finance Party to any Party under a Finance Document and if reasonably requested by such Finance Party, that Party must give the Finance Party details of its VAT registration number and any other information as is reasonably requested in connection with the Finance Party’s reporting requirements for the supply and at such time that the Finance Party may reasonably request it. (f) Where a Borrower is required to make a payment under paragraph (b) above, such amount shall not become due until the relevant Borrower has received a formal invoice detailing the amount to be paid. 15.8 Stamp Taxes Sunrise HoldCo III shall pay and, within 10 Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document except for: (a) any such Taxes payable in connection with any Novation Certificate or Transfer Agreement or other document relating to the assignment or transfer by any Lender of any of its rights and/or obligations under any Finance Document; or (b) any registration duties and any Tax payable due to a registration, submission or filing by a Finance Party of any Finance Document where such registration, submission or filing is or was not required to maintain or preserve the rights of that Finance Party under the applicable Finance Documents. 163 152197039_18 16. MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES 16.1 Interest calculation if no Primary Term Rate (a) Interpolated Primary Term Rate: If no Primary Term Rate is available for the Interest Period of a Term Rate Advance, the applicable Primary Term Rate shall be the Interpolated Primary Term Rate for a period equal in length to the Interest Period of that Term Rate Advance. (b) Shortened Interest Period: If paragraph (a) above applies but it is not possible to calculate the Interpolated Primary Term Rate, the Interest Period of that Term Rate Advance shall (if it is longer than the applicable Fallback Interest Period) be shortened to the applicable Fallback Interest Period and the applicable Primary Term Rate shall be determined pursuant to the definition of “Primary Term Rate”. (c) Shortened Interest Period and Historic Primary Term Rate: If paragraph (b) above applies but no Primary Term Rate is available for the Interest Period of that Term Rate Advance and it is not possible to calculate the Interpolated Primary Term Rate, the applicable Primary Term Rate shall be the Historic Primary Term Rate for that Term Rate Advance. (d) Shortened Interest Period and Interpolated Historic Primary Term Rate: If paragraph (c) above applies but no Historic Primary Term Rate is available for the Interest Period of that Term Rate Advance, the applicable Primary Term Rate shall be the Interpolated Historic Primary Term Rate for a period equal in length to the Interest Period of that Term Rate Advance. (e) Alternative Term Rate: In relation to a Term Rate Advance that is not a Euro Term Rate Advance, if paragraph (d) above applies but it is not possible to calculate the Interpolated Historic Primary Term Rate, the Interest Period of that Term Rate Advance shall, if it has been shortened pursuant to paragraph (b) above, revert to its previous length and, the applicable Term Reference Rate shall be the aggregate of: (i) the applicable Alternative Term Rate as of the Quotation Time for a period equal in length to the Interest Period of that Term Rate Advance; and (ii) any applicable Alternative Term Rate Adjustment. (f) Interpolated Alternative Term Rate: In relation to a Term Rate Advance that is not a Euro Term Rate Advance, if paragraph (e) above applies but no Alternative Term Rate is available for the Interest Period of that Term Rate Advance, the applicable Term Reference Rate shall be the aggregate of: (i) the Interpolated Alternative Term Rate for a period equal in length to the Interest Period of that Term Rate Advance; and (ii) any applicable Alternative Term Rate Adjustment. 164 152197039_18 (g) Alternative Fallback Rate: In relation to a Term Rate Advance that is not a Euro Term Rate Advance, if there is no Alternative Term Rate specified in the applicable Reference Rate Terms or paragraph (f) above applies and Sunrise HoldCo III and the Facility Agent (in its sole discretion and, for the avoidance of doubt, without any requirement to consult with or seek any consent or instruction from the Lenders or any other Finance Party), each acting reasonably, have determined that: (i) adequate and reasonable means do not exist for ascertaining the Interpolated Historic Primary Term Rate and/or Interpolated Alternative Term Rate (as applicable) for the Interest Period of a Term Rate Advance because neither the Primary Term Rate nor the Alternative Term Rate (if any) is available or published on a current basis for a relevant tenor and such circumstances are unlikely to be temporary; or (ii) neither the Primary Term Rate nor the Alternative Term Rate (if any) will be made available or permitted to be used for determining the interest rate applicable to such Term Rate Advance, then on the Alternative Fallback Rate Date the applicable Term Reference Rate in relation to such Term Rate Advance shall be the aggregate of: (A) the Alternative Fallback Rate; and (B) any applicable Alternative Fallback Rate Adjustment, to be calculated by the Facility Agent in a manner consistent with prevailing market practice, provided that, if the sum of the Alternative Fallback Rate and the Alternative Fallback Rate Adjustment would be less than zero, in the case of an Advance under Additional Facility AT, it shall be deemed to be zero, and in the case of any other Additional Facility, any other adjustment specified in the relevant Additional Facility Accession Agreement shall be made, provided further that to the extent such prevailing market practice is not administratively feasible for the Facility Agent, the Alternative Fallback Rate shall be applied in a manner as otherwise reasonably determined by the Facility Agent (in its sole discretion and, for the avoidance of doubt, without any requirement to consult with or seek any consent or instruction from the Lenders or any other Finance Party) in consultation with Sunrise HoldCo III. (h) Reference Bank Rate for Euro Term Rate Advances: In relation to a Euro Term Rate Advance, if paragraph (d) above applies but it is not possible to calculate the Interpolated Historic Primary Term Rate, the Interest Period of that Term Rate Advance shall, if it has been shortened pursuant to paragraph (b) above, revert to its previous length and the applicable Primary Term Rate shall be the Reference Bank Rate as of the Specified Time for Euros and for a period equal in length to the Interest Period of that Term Rate Advance. (i) Alternative Reference Bank Rate for Euro Term Rate Advances: In relation to a Euro Term Rate Advance, if paragraph (h) above applies but no Reference Bank Rate is available for Euros or the relevant Interest Period, the applicable Primary Term Rate shall be the Alternative Reference Bank Rate as of the Specified Time


 
165 152197039_18 for Euros and for a period equal in length to the Interest Period of that Term Rate Advance. (j) Cost of funds for Euro Term Rate Advances: In relation to a Euro Term Rate Advance, if paragraph (i) above applies but no Alternative Reference Bank Rate is available for Euros or the relevant Interest Period there shall be no Primary Term Rate for that Term Rate Advance and Clause 16.4 (Cost of funds) shall apply to that Term Rate Advance for that Interest Period. 16.2 Calculation of Reference Bank Rate and Alternative Reference Bank Rate In relation to Euro Term Rate Advances, the calculation of the Reference Bank Rate and Alternative Reference Bank Rate shall be made in accordance with the following provisions: (a) subject to paragraph (b) below, if the Primary Term Rate is to be determined on the basis of a Reference Bank Rate but a Reference Bank does not supply a quotation by the Specified Time, the Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Reference Banks; (b) if at or about noon on the Quotation Date none or only one of the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for the relevant Interest Period; (c) subject to paragraph (d) below, if the Primary Term Rate is to be determined on the basis of an Alternative Reference Bank Rate but an Alternative Reference Bank does not supply a quotation by the Specified Time, the Alternative Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Alternative Reference Banks; and (d) if before close of business in London on the date falling one Business Day after the Quotation Date none or only one of the Alternative Reference Banks supplies a quotation, there shall be no Alternative Reference Bank Rate for the relevant Interest Period. 16.3 Market disruption (a) If the Primary Term Rate is determined otherwise than on the basis of an Alternative Reference Bank Rate and before close of business in London on the Quotation Date for the relevant Interest Period of a Euro Term Rate Advance, the Facility Agent receives notifications from a Lender or Lenders (whose participations exceed 40 per cent. of that Euro Term Rate Advance) that the cost to it of funding its participation in that Euro Term Rate Advance from whatever source it may reasonably select would be in excess of the Primary Term Rate then the applicable Primary Term Rate shall be the Alternative Reference Bank Rate as of the Specified Time for Euros and for a period equal in length to the Interest Period of that Euro Term Rate Advance and if no Alternative Reference Bank Rate is available for the relevant currency or Interest Period there shall be no Primary Term Rate for that Euro Term Rate Advance and Clause 16.4 (Cost of funds) shall apply to that Euro Term Rate Advance for the relevant Interest Period. 166 152197039_18 (b) If the Primary Term Rate is determined on the basis of an Alternative Reference Bank Rate and before close of business in London on the date falling one Business Day after the Quotation Date for the relevant Interest Period of a Euro Term Rate Advance, the Facility Agent receives notifications from a Lender or Lenders (whose participations exceed 40 per cent. of that Euro Term Rate Advance) that the cost to it of funding its participation in that Euro Term Rate Advance from whatever source it may reasonably select would be in excess of the Primary Term Rate then Clause 16.4 (Cost of funds) shall apply to that Euro Term Rate Advance for the relevant Interest Period. 16.4 Cost of funds (a) If this Clause 16.4 applies in relation to a Euro Term Rate Advance, the rate of interest on each Lender’s share of such Euro Term Rate Advance for the relevant Interest Period shall be the percentage rate per annum which is the sum of: (i) the Margin; and (ii) the rate notified to the Facility Agent by that Lender as soon as practicable and in any event within one Business Day of the first day of that Interest Period (or, if earlier, on the date falling five Business Days before the date on which interest is due to be paid in respect of that Interest Period), to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in that Term Rate Advance from whatever source it may reasonably select. (b) If this Clause 16.4 applies and the Facility Agent or Sunrise HoldCo III so requires, or the Primary Term Rate is to be determined by reference to a Reference Bank Rate or Alternative Reference Bank Rate, the Facility Agent (acting in its sole discretion and, for the avoidance of doubt, without any requirement to consult with or seek any consent or instruction from the Lenders or any other Finance Party) and Sunrise HoldCo III shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest. (c) Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of the Facility Agent (acting in its sole discretion and, for the avoidance of doubt, without any requirement to consult with or seek any consent or instruction from the Lenders or any other Finance Party) and Sunrise HoldCo III, be binding on all Parties. (d) If this Clause 16.4 applies in relation to a Euro Term Rate Advance pursuant to Clause 16.3 (Market disruption) and: (i) a Lender’s Funding Rate is less than the Primary Term Rate; or (ii) a Lender does not supply a quotation by the time specified in paragraph (a)(ii) above, 167 152197039_18 the cost to that Lender of funding its participation in that Euro Term Rate Advance for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be the Primary Term Rate. (e) The Facility Agent shall promptly notify the relevant Borrower (or Sunrise HoldCo III) of each Funding Rate relating to a Term Rate Advance. (f) If this Clause 16.4 applies to a Euro Term Rate Advance pursuant to Clause 16.1 (Interest calculation if no Primary Term Rate) but any Lender does not supply a quotation by the time specified in paragraph (a)(ii) above, the rate of interest for that Lender shall be the weighted average of the quotations notified to the Facility Agent by the other Lenders. 16.5 Notification to Sunrise HoldCo III If Clause 16.4 (Cost of funds) applies or if the Primary Term Rate is to be determined on the basis of an Alternative Reference Bank Rate the Facility Agent shall, as soon as is practicable, notify Sunrise HoldCo III. 16.6 Revocation of currency If before 9.30 a.m. on any Quotation Date, the Facility Agent receives notice from a Lender that: (a) it is impracticable for the Lender to fund its participation in an Advance in US Dollars or an Additional Currency (as applicable) during that Interest Period in the ordinary course of business in the London or (in the case of Euro) European interbank market; and/or (b) the use of US Dollars or an Additional Currency (as applicable) might contravene any law or regulation, the Facility Agent shall give notice to Sunrise HoldCo III and to the Lenders to that effect before 11.00 a.m. on that day. In this event: (i) Sunrise HoldCo III and the Lenders may agree that the drawdown will not be made; or (ii) in the absence of agreement, that Lender’s participation in the Advance (or, if more than one Lender is similarly affected, those Lenders’ participations in the Advance) shall be treated as a separate Advance denominated in Euros during the relevant Interest Period. 17. INCREASED COSTS 17.1 Increased Costs (a) Subject to Clause 17.3 (Exceptions) the Borrowers shall, within ten Business Days of a demand by the Facility Agent, pay to the Facility Agent for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation or application of) any law or regulation after the later of 168 152197039_18 the date upon which (i) the Finance Party, who has incurred any Increased Cost which is the subject of this Clause, becomes a Party in accordance with the provisions of this Agreement and (ii) in the case of a Lender where the Facility under which such Lender initially had a Commitment when it became a Party has been cancelled, the first day of the Availability Period for the Facility under which such Lender has a Commitment (it being acknowledged that, where such Lender has Commitments under more than one Facility and such Facilities’ Availability Periods commenced on different dates, the relevant date shall be the earlier of those dates) or (ii) compliance with any law or regulation made after the later of the date upon which (i) the Finance Party, who has incurred any Increased Cost which is the subject of this Clause, becomes a Party in accordance with the provisions of this Agreement and (ii) in the case of a Lender where the Facility under which such Lender initially had a Commitment when it became a Party has been cancelled, the first day of the Availability Period for the Facility under which such Lender has a Commitment (it being acknowledged that, where such Lender has Commitments under more than one Facility and such Facilities’ Availability Periods commenced on different dates, the relevant date shall be the earlier of those dates). (b) In this Agreement “Increased Costs” means: (i) a reduction in the rate of return from the Facilities or on a Finance Party’s (or any of its Affiliates’) overall capital; (ii) an additional or increased cost; or (iii) a reduction of any amount due and payable under any Finance Document, which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document. 17.2 Increased cost claims (a) A Finance Party intending to make a claim pursuant to Clause 17.1 (Increased Costs), as soon as is reasonably practicable after that Finance Party becomes aware that circumstances have arisen which entitle it to make such claim, shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify Sunrise HoldCo III. (b) Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate (giving reasonable details of the circumstances giving rise to such claim and of the calculation of the Increased Cost) confirming (i) the amount of its Increased Costs or, if applicable, the Increased Costs of any of its Affiliates, (ii) that it is its policy or current practice to seek to recover such Increased Costs to a similar extent from other similar borrowers in relation to similar existing facilities (such similarity, in each case, determined by reference to the treatment of borrowers and facilities under the law or regulation giving rise to the relevant Increased Cost) and (iii) that it had not already taken such Increased Costs into account as part of its fees and pricing in connection with the


 
169 152197039_18 Facilities, a copy of which shall be provided to Sunrise HoldCo III at the same time as such certificate is delivered to the Facility Agent, provided that no Finance Party shall be required to disclose information it is not legally allowed to disclose or in respect of which it is bound by contractual requirements of confidentiality or which is otherwise price-sensitive information prohibited from being disclosed pursuant to applicable law or regulation. 17.3 Exceptions (a) Clause 17.1 (Increased Costs) does not apply to the extent any Increased Cost is: (i) attributable to a Tax Deduction required by law to be made by an Obligor; (ii) compensated for by Clause 15.4 (Tax indemnity) (or would have been compensated for under Clause 15.4 (Tax indemnity) but was not so compensated solely because one of the exclusions in Clause 15.4(b) (Tax indemnity) applied); (iii) attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on 16 April 2004 (“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates); (iv) attributable to the gross negligence of, or wilful breach by, the relevant Finance Party or any of its Affiliates of any law or regulation to which the imposition of such Increased Cost relates; (v) suffered by a Finance Party (or any of its Affiliates) and in respect of which that Finance Party intends to make a claim pursuant to paragraph (a) of Clause 17.2 (Increased costs claims), but which is not (and its claim under paragraph (a) of Clause 17.2 (Increased Costs Claims) is not) notified by that Finance Party to the Facility Agent within 30 days of that Finance Party becoming aware that it (or any of its Affiliates) had suffered the relevant Increased Cost; (vi) attributable to a FATCA Deduction required to be made by a Party; (vii) attributable to any Bank Levy but only to the extent that such Bank Levy is no more onerous than in respect of: (A) a Bank Levy not enacted into law as at the 2016 First Amendment Effective Date, any draft of such proposed Bank Levy as at the 2016 First Amendment Effective Date; or (B) any other Bank Levy, as set out under existing law as at the 2016 First Amendment Effective Date; (viii) attributable to the implementation or application of, or compliance with, Basel III or CRD IV or any law or regulation that implements or applies 170 152197039_18 Basel III or CRD IV to the extent that a Finance Party knew about or could reasonably be expected to have known about the relevant Increased Cost on or prior to the date on which it became a Finance Party; (viii) compensated for by Clause 15.8 (Stamp Taxes) or Clause 15.7 (Value Added Tax) (or would have been so compensated for under such clause but was not so compensated solely because any of the exceptions set out therein applied); (ix) attributable to a change (whether of basis, timing or otherwise) in the Tax on the overall net income of the Finance Party (or any of its Affiliates) or of the branch or office through which it (or any of its Affiliates) lends any Advance; (x) attributable to any penalty having been imposed by the relevant central bank or monetary or fiscal authority upon the Finance Party (or any of its Affiliates) by virtue of its (or any of its Affiliates) having exceeded any country or sector borrowing limits or breached any directives imposed upon it (or any of its Affiliates); (xi) attributable to a breach of a Finance Document by the Finance Party claiming such Increased Cost; (xii) attributable to the withdrawal (or any vote or referendum electing to withdraw) of any member state from the European Union; or (ix) attributable to the implementation or application of or compliance with BEPS Action 6. (b) In this Clause 17.3, a reference to a Tax Deduction has the same meaning given to the term in Clause 15.1 (Definitions) and: “Basel III” means: (a) the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated; (b) the rules for global systematically important banks contained in “Global systematically important banks: assessment methodology and the additional loss absorbency requirement – Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and (c) any further guidance or standards published by the Basel Committee on Banking Supervision relating to implementing or modifying “Basel III” (in each case, whether such implementations, application or compliance is by a government, regulator, a Finance Party or any of its Affiliates). “CRD IV” means: 171 152197039_18 (A) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms; and (B) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms. 18. ILLEGALITY AND MITIGATION 18.1 Illegality If it is or will become unlawful in any applicable jurisdiction for a Lender to give effect to any of its obligations as contemplated by this Agreement or any Ancillary Facility Document or to fund or allow to remain outstanding all or part of its participation in any Utilisation or, in the case of an Ancillary Facility Lender, any utilisation under any Ancillary Facility: (a) that Lender shall promptly notify the Facility Agent upon becoming aware of the same and such notice shall include the last date of any applicable grace period permitted by law; (b) upon the Facility Agent notifying Sunrise HoldCo III, that Lender shall not be obliged to participate in any Utilisation that would give rise to such unlawfulness; and (c) other than where Sunrise HoldCo III has exercised its rights under paragraph (a)(iii)(A)(1) of Clause 10.7 (Right of prepayment and cancellation in relation to a single Lender) prior to any date for prepayment, cancellation, or provision of full cash cover specified by the Facility Agent pursuant to this paragraph (c), if the Facility Agent on behalf of such Lender requires: (i) the relevant Borrower or Borrowers shall: (A) repay that Lender’s participation in any Utilisation made to that Borrower; and (B) repay each amount payable or, as the case may be, provide full cash cover in respect of each contingent liability under each Ancillary Facility of that Ancillary Facility Lender; and (ii) the Commitment of that Lender will be immediately cancelled, on the date specified by the Facility Agent to Sunrise HoldCo III, which shall be no earlier than any date specified by the Lender in the notice delivered to the Facility Agent (being the last day of any applicable grace period permitted by law). 172 152197039_18 18.2 Illegality in Relation to an L/C Bank If it becomes unlawful in any relevant jurisdiction for an L/C Bank to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Documentary Credit (an “Affected Documentary Credit”): (a) that L/C Bank shall promptly notify the Facility Agent upon becoming aware of that event; (b) upon the Facility Agent notifying Sunrise HoldCo III, that L/C Bank shall not be obliged to issue any future Documentary Credit that would give rise to such unlawfulness; and (c) upon the Facility Agent notifying Sunrise HoldCo III, each relevant Borrower shall use its best endeavours to procure the release of any Affected Documentary Credit. 18.3 Mitigation (a) Each Finance Party shall, in consultation with Sunrise HoldCo III, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount (including without limitation, VAT) becoming payable under, or cancelled pursuant to, any of Clause 15 (Tax Gross-up and Indemnities), Clause 17 (Increased Costs) or Clause 18.1 (Illegality) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office or financial institution acceptable to Sunrise HoldCo III which is willing to participate in any Facility in which such Lender has participated, provided in the case of a financial institution acceptable to Sunrise HoldCo III, such transfer will be for an aggregate purchase price equal to the outstanding principal amount of the Finance Party’s participation in the outstanding Advances and all accrued interest, fees and other amounts due and unpaid on the transfer date to that Finance Party under the Finance Documents. (b) Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents. 18.4 Limitation of Liability (a) The Borrowers shall indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 18.3 (Mitigation). (b) A Finance Party is not obliged to take any steps under Clause 18.3 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it. 19. GUARANTEE 19.1 Guarantee and indemnity In consideration of the Finance Parties entering into this Agreement and, where applicable, the other Finance Documents and performing their obligations thereunder


 
173 152197039_18 and the Hedge Counterparties from time to time entering into the Hedging Agreements respectively, each Guarantor irrevocably and unconditionally, jointly and severally: (a) guarantees to each Finance Party and the Security Agent on behalf of the Beneficiaries punctual performance by each Borrower and each Hedging Debtor of all their respective obligations under the Guaranteed Documents; (b) undertakes with each Finance Party and the Security Agent on behalf of the Beneficiaries that whenever a Borrower or a Hedging Debtor does not pay any amount when due under or in connection with any Guaranteed Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) indemnifies each Finance Party and the Security Agent on behalf of the Beneficiaries immediately on demand against any cost, loss or liability suffered by that Finance Party or Beneficiary if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party or Beneficiary would otherwise have been entitled to recover. Any demand issued to a Guarantor under this Clause 19.1 shall be copied to Sunrise HoldCo III at the same time as it is issued to the relevant Guarantor, provided that failure to do so shall not affect the validity or effectiveness of the demand or the obligations of the Guarantor under this Clause 19 (Guarantee). 19.2 Continuing guarantee This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor or any Hedging Debtor under the Guaranteed Documents, regardless of any intermediate payment or discharge in whole or in part. 19.3 Reinstatement If any payment by an Obligor or a Hedging Debtor or any discharge given by a Beneficiary (whether in respect of the obligations of any Obligor or any Hedging Debtor or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event: (a) the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and (b) each Beneficiary shall be entitled to recover the value or amount of that security or payment from each Obligor, as if the payment, discharge, avoidance or reduction had not occurred. 19.4 Waiver of defences The obligations of each Guarantor under this Clause 19 will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 19 (without limitation and whether or not known to it or any Beneficiary) including: 174 152197039_18 (a) any time, waiver or consent granted to, or composition with, any Obligor or any Hedging Debtor or other person; (b) the release of any other Obligor or any Hedging Debtor or any other person under the terms of any composition or arrangement with any creditor of any member of the Borrower Group or any Hedging Debtor; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or any Hedging Debtor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (d) any incapacity or lack of power, authority or legal personality of, or dissolution or change in, the members or status of an Obligor or a Hedging Debtor or any other person; (e) any amendment (however fundamental) or replacement of a Guaranteed Document or any other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Guaranteed Document or any other document or security; or (g) any insolvency or similar proceedings. 19.5 Immediate recourse None of the Beneficiaries shall be obliged to make any claim or demand on the Borrowers or any Hedging Debtor or to resort to any security document or other means of payment now or hereafter held by or available to them or it before enforcing its rights under this Clause 19 and no action taken or omitted by any of the Beneficiaries in connection with any such security document or other means of payment shall discharge, reduce, prejudice or affect the liability of any Guarantor under this Clause 19 nor shall any of the Beneficiaries be obliged to apply any money or other property received or recovered in consequence of any enforcement or realisation of any such Security Document or other means of payment in reduction of the obligations and liabilities expressed to be guaranteed by the Guarantors pursuant to this Clause 19. 19.6 Appropriations Until all amounts which may be or become payable by the Obligors and the Hedging Debtors, under or in connection with the Guaranteed Documents have been irrevocably paid in full, each Beneficiary (or any trustee or agent on its behalf) may: (a) refrain from applying or enforcing any other moneys, security or rights held or received by that Beneficiary (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and (b) hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under this Clause 19. 175 152197039_18 19.7 Deferral of Guarantors’ rights Until all amounts which may be or become payable by the Obligors and the Hedging Debtors, under or in connection with the Guaranteed Documents have been irrevocably paid in full (and notwithstanding payment of a dividend in any liquidation or under any compromise or arrangement) each Guarantor agrees that, without the prior written consent of the Facility Agent, it will not: (a) exercise its rights of subrogation, reimbursement and indemnity against any other Obligor or any Hedging Debtor or any other person liable; or (b) demand or accept any security to be executed in respect of any of its obligations under this guarantee or any other indebtedness now or hereafter due to such Guarantor from any other member of the Borrower Group or any Hedging Debtor or from any other person liable; or (c) take any step or enforce any right against any Obligor or any Hedging Debtor or any other person liable in respect of any obligations and liabilities expressed to be guaranteed by the Guarantors pursuant to this Clause 19; or (d) exercise any right of set off or counterclaim against any other Obligor or any Hedging Debtor or any other person liable or claim or prove or vote as a creditor in competition with any of the Beneficiaries in the bankruptcy, liquidation, administration or other insolvency proceeding of any other Obligor or any Hedging Debtor or any other person liable or have the benefit of, or share in, any payment from or composition with, any other Obligor or any Hedging Debtor or any other person liable or any other security document now or hereafter held by any of the Beneficiaries for the obligations and liabilities expressed to be guaranteed by the Guarantors pursuant to this Clause 19 or for the obligations or liabilities of any other person liable, but so that, if so directed by the Facility Agent, it will prove for the whole or any part of its claim in the liquidation of any other Obligor or any Hedging Debtor, as the case may be, on terms that the benefit of such proof and of all money received by it in respect thereof shall immediately be transferred to an account to be designated by the Security Agent for the Beneficiaries and applied in or towards discharge of the obligations and liabilities expressed to be guaranteed by the Guarantors pursuant to this Clause 19 in accordance with the Intercreditor Agreement. 19.8 Additional security This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Beneficiary. 19.9 Limitation Notwithstanding any other provision of this Clause 19, the obligations of each US Guarantor under this Clause 19, shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Bankruptcy Code, any applicable provisions of comparable state law or any applicable case law (collectively, the “Fraudulent Transfer Laws”), in each case 176 152197039_18 after giving effect to all other liabilities of such US Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such US Guarantor pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such US Guarantors and other Affiliates of the Borrower Group of the obligations arising under guarantees by such parties. For the purposes of this Clause 19.9, “US Guarantor” means each Guarantor incorporated (or in the case of a non-corporate Guarantor, formed and subsisting) in the United States (or any of its states or territories or any political or legal subdivision thereof). 20. REPRESENTATIONS AND WARRANTIES 20.1 Representations and warranties (a) Subject to paragraph (b) below, each Obligor makes the representations and warranties set out in this Clause 20, in respect of itself and (where applicable) its Subsidiaries which are members of the Borrower Group, other than: (i) Clauses 20.8 (Accounts), 20.9 (Financial condition) and 20.12 (Tax liabilities), which shall only be made by Sunrise HoldCo III; and (ii) Clause 21.26 (Sunrise Financing), which shall only be made by Sunrise Financing, to each Finance Party. (b) None of Sunrise HoldCo III Holdco, any Permitted Affiliate Holdco or any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt make the representations and warranties set out in Clauses 20.6(b) or (c) (Consents), 20.8 (Accounts), 20.9 (Financial condition), 20.10 (Environmental), 20.11(a) (Litigation and insolvency proceedings), 20.12 (Tax liabilities), 20.13 (Ownership of assets), 20.14 (Intellectual Property Rights) and 21.26 (Sunrise Financing). 20.2 Status (a) It is a corporation, duly incorporated and validly existing under the laws of its place of incorporation and, in the case of Sunrise Financing only, it is a Delaware general partnership duly formed and wholly existing under the laws of its place of formation. (b) It has the power to own its assets and carry on its business substantially as it is being conducted. 20.3 Powers and authority It has the power:


 
177 152197039_18 (a) to enter into and comply with all obligations expressed on its part under the Finance Documents; (b) (in the case of a Borrower) to borrow under this Agreement; and (c) (in the case of a Guarantor) to give the guarantee in Clause 19 (Guarantee), and has taken all necessary actions to authorise the execution, delivery and performance of the Finance Documents to which it is a party. 20.4 Legal validity (a) Each Finance Document to which it is or will be a party constitutes, or when executed in accordance with its terms will constitute, its legal, valid and binding obligations enforceable, subject to the Legal Reservations, in accordance with its terms. (b) The choice of English law as the governing law of the Finance Documents and its irrevocable submission to the jurisdiction of the courts of England in respect of any proceedings relating to the Finance Documents (in each case other than any Finance Document which is expressed to be governed by a law other than English law) will be recognised and enforced in its jurisdiction of incorporation, subject to the Legal Reservations. (c) Any judgment obtained in England in relation to a Finance Document (in each case other than any Security Document which is expressed to be governed by a law other than English law) will be recognised and enforced in its jurisdiction of incorporation, subject to the Legal Reservations. 20.5 Non-violation The execution and delivery by it of the Finance Documents to which it is a party, and its performance of the transactions contemplated thereby, will not violate: (a) in any material respect, any law or regulation or official judgment or decree applicable to it; (b) in any material respect, its constitutional documents; or (c) any agreement or instrument to which it is a party or binding on any of its assets or binding upon any other member of the Borrower Group or any other member of the Borrower Group’s assets, where such violation would or is reasonably likely to have a Material Adverse Effect. 20.6 Consents (a) Subject to the Legal Reservations, all material and necessary authorisations, registrations, consents, approvals, licences (other than the Licences), and filings required by it in connection with the execution, validity or enforceability of the Finance Documents to which it is a party and performance of the transactions contemplated by the Finance Documents have been obtained (or, if applicable, will be obtained within the required time period) and are validly existing. 178 152197039_18 (b) The Licences are in full force and effect and each member of the Borrower Group is in compliance in all material respects with all provisions thereof such that the Licences are not the subject of any pending or, to the best of its knowledge, threatened attack, suspension or revocation by a competent authority except, in each case, to the extent that any lack of effect, non-compliance or attack, suspension or revocation of a Licence would not have or be reasonably likely to have a Material Adverse Effect. (c) All the Necessary Authorisations are in full force and effect, each member of the Borrower Group is in compliance in all material respects with all provisions thereof and the Necessary Authorisations are not the subject of any pending or, to the best of its knowledge, threatened attack or revocation by any competent authority except, in each case, to the extent that any lack of effect, non- compliance or attack or revocation of a Necessary Authorisation would not have or be reasonably likely to have a Material Adverse Effect. 20.7 No default No Event of Default has occurred and is continuing or will result from the making of any Advance. 20.8 Accounts The consolidated financial statements of it and the Borrower Group most recently delivered to the Facility Agent (which, at the Signing Date are the Original Borrower Group Financial Statements): (a) present a true and fair view of (in the case of audited financial statements) or fairly present (in the case of unaudited financial statements) its financial position and the consolidated financial position of the Borrower Group respectively as at the date to which they were drawn up; and (b) have been prepared in all material respects in accordance with the Relevant Accounting Principles. 20.9 Financial condition There has been no material adverse change in the consolidated financial position of the Borrower Group (taken as a whole) since the OFS Date which would or is reasonably likely to have a Material Adverse Effect. 20.10 Environmental (a) It and each other member of the Borrower Group (i) have obtained all requisite Environmental Licences required for the carrying on of its business as currently conducted and (ii) have at all times complied with the terms and conditions of such Environmental Licences and (iii) have at all times complied with all other applicable Environmental Law, which in each such case, if not obtained or complied with, would or is reasonably likely to have a Material Adverse Effect. (b) There is no Environmental Claim in existence, pending or, to the best of its knowledge, threatened, against it which is reasonably likely to be decided against 179 152197039_18 it and which, if so decided, would or is reasonably likely to have a Material Adverse Effect. 20.11 Litigation and insolvency proceedings (a) No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency have been started against any member of the Borrower Group and, to its knowledge, no such proceedings are threatened, where in any such case, there is a reasonable likelihood of an adverse outcome to any member of the Borrower Group where that outcome is of a nature which would or is reasonably likely to have a Material Adverse Effect. (b) None of the circumstances referred to in Clause 23.7 (Insolvency proceedings) are pending or, to its knowledge, threatened against it or any Obligor or Material Subsidiary. 20.12 Tax liabilities No claims are being asserted against it or any member of the Borrower Group with respect to Taxes which are reasonably likely to be determined adversely to it or to such member of the Borrower Group and which, if so adversely determined, would or is reasonably likely to have a Material Adverse Effect. It is not materially overdue in the filing of any Tax returns required to be filed by it (where such late filing might result in any material fine or penalty on it) and it has paid within any period required by law all Taxes shown to be due on any Tax returns required to be filed by it or on any assessments made against it (other than Tax liabilities being contested by it in good faith and where it has made adequate reserves for such liabilities or where such overdue filing, or non- payment, or a claim for payment, in each such case would not have or be reasonably likely to have a Material Adverse Effect). 20.13 Ownership of assets It and each member of the Borrower Group has good title to or valid leases or licences of or is otherwise entitled to use all assets necessary to conduct its business, except where the failure to do so would not have or be reasonably likely to have a Material Adverse Effect. 20.14 Intellectual Property Rights (a) It (and each member of the Borrower Group) owns or has the legal right to use all the Intellectual Property Rights which are required for the conduct of the business of the Borrower Group as a whole from time to time or are required by it (or such member) in order for it to carry on such business as it is then being conducted, except where the failure to do so would not have or be reasonably likely to have a Material Adverse Effect. As far as it is aware it does not (nor does any member of the Borrower Group), in carrying on its business, infringe any Intellectual Property Rights of any third party in any way which would or is reasonably likely to have a Material Adverse Effect. (b) None of the Intellectual Property Rights owned by any member of the Borrower Group is, to its knowledge, being infringed nor, to its knowledge, is there any 180 152197039_18 threatened infringement of those Intellectual Property Rights, by any third party which, in either case, would or is reasonably likely to have a Material Adverse Effect. (c) All registered Intellectual Property Rights owned by it (or any member of the Borrower Group) are subsisting and all actions (including payment of all fees) required to maintain the same in full force and effect have been taken except where the absence of such rights or the failure to take any such action would not have or be reasonably likely to have a Material Adverse Effect. 20.15 ERISA Neither it nor any ERISA Affiliate maintains, contributes to, or has any obligation to contribute to, or any liability under, any Plan, or in the past five years has maintained or contributed to or had any obligation to contribute to, or liability under, any Plan. 20.16 Anti-Terrorism Laws (a) To the best of its knowledge, neither it nor any member of the Borrower Group: (i) is, or is controlled by, a Designated Party; (ii) has received funds or other property from a Designated Party; or (iii) is in material breach of or is the subject of any action or investigation under any Anti-Terrorism Law. (b) It has taken commercially reasonable measures to ensure compliance with the Anti-Terrorism Laws. 20.17 Sunrise Financing Sunrise Financing did not trade or carry on any business from the date it was formed up to and including 26 October 2000 except for investment in or proposed investment in other members of the Borrower Group by way of intercompany loan or subscription of shares. 20.18 Investment Company Act No Obligor is required to be registered as an “investment company” under the United States Investment Company Act of 1940. 20.19 Sanctions No Obligor or any of its respective Subsidiaries or any other member of the Borrower Group, to the best knowledge of the Borrowers and the Obligors, any director or officer acting on behalf of a Borrower and/or any Obligor or any other member of the Borrower Group or any of their respective Subsidiaries has caused Sunrise HoldCo III or any Obligor or any member of the Borrower Group to be in violation of any applicable law, directive, national statute or administrative regulation relating to money-laundering, unlawful financial activities or unlawful use or appropriation of corporate funds including economic or financial sanctions or trade embargoes imposed by the US


 
181 152197039_18 (including those administered by the Office of Foreign Assets Control of the US Department of Treasury or equivalent European Union measures) (“Sanctions”). 20.20 Times for making representations and warranties (a) The representations and warranties set out in this Clause 20 (Representations and Warranties) are made by each Obligor (as applicable) on the Signing Date and (except for Clauses 20.5 (Non-violation), 20.6 (Consents), 20.7 (No default), 20.9 (Financial condition), 20.10 (Environmental), 20.11 (Litigation and insolvency proceedings), 20.12 (Tax liabilities), 20.13 (Ownership of assets), 20.14 (Intellectual Property Rights), 20.15 (ERISA), 20.16 (Anti-Terrorism Laws), 21.26 (Sunrise Financing), 20.18 (Investment Company Act) and 20.19 (Sanctions)) are deemed to be made again by each relevant Obligor on each Utilisation Date with reference to the facts and circumstances then existing. (b) The representations and warranties set out in this Clause 20 (Representations and Warranties) (except Clauses 20.8 (Accounts), 20.9 (Financial condition) and 21.26 (Sunrise Financing)) are repeated by each Additional Obligor with respect to itself only on the date of the Obligor Accession Agreement relating to that Additional Obligor, with reference to the facts and circumstances then subsisting. 21. UNDERTAKINGS 21.1 Duration The undertakings in this Clause 21 (Undertakings) will remain in force from the Signing Date for so long as any amount is or may be outstanding under any Finance Document or any Commitment is in force. 21.2 Financial information (a) Sunrise HoldCo III shall supply to the Facility Agent in sufficient copies for all the Lenders (provided however, that (x) to the extent any reports are filed on the SEC’s website or Sunrise HoldCo III’s website, such reports shall be deemed supplied to the Facility Agent in sufficient copies for all Lenders and (y) the information required to be included in a certificate signed by a director of Sunrise HoldCo III pursuant to Clause 21.2(a)(iii)(B) shall only be required to be included in a certificate which is supplied to the Facility Agent for the benefit of the Lenders under Maintenance Covenant Revolving Facilities and, as such, such information shall not be required to be supplied to the Facility Agent in sufficient copies for, or for distribution to, all Lenders, and as such a separate certificate which does not include such information may be provided to the Facility Agent for the benefit of the other Lenders): (i) as soon as the same are available (and in any event within 150 days of the end of each of its financial years), audited consolidated financial statements of the Reporting Entity for that financial year prepared in accordance with GAAP; 182 152197039_18 (ii) as soon as the same are available (and, in any event, (in the case of its first three Financial Quarters in any financial year) within 60 days of the end of each of its Financial Quarters and (in the case of its fourth Financial Quarter in each financial year) within 150 days of the end of each such Financial Quarter), unaudited quarterly consolidated management accounts of the Reporting Entity for that Financial Quarter prepared in accordance with GAAP and in the agreed form; and (iii) together with any financial statements specified in paragraphs (i) or (ii) above, a certificate signed by a director of Sunrise HoldCo III: (A) confirming that no Default is continuing or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it; (B) if as at the last day of the Ratio Period ending on the date of such financial statements the Financial Ratio Test Condition has been met, setting out in reasonable detail computations establishing, as at the date of such financial statements, compliance (or detailing any non-compliance) with the financial ratio set out in Clause 22.2 (Financial Ratio) and showing figures representing the actual financial ratio then in effect; and (C) certifying current compliance with the Borrowers’ obligations under Clause 10.5(a) (Mandatory prepayment from disposal proceeds). (b) Together with any financial statements provided in accordance with paragraph (a) above, Sunrise HoldCo III shall provide to the Facility Agent in sufficient copies for all the Lenders (provided however, that to the extent any such information is filed on the SEC’s website or Sunrise HoldCo III’s website, such information shall be deemed supplied to the Facility Agent in sufficient copies for all the Lenders) a schedule containing the components and amounts of Holdco Debt. (c) At any time on and from a Permitted Affiliate Group Designation Date, any financial statements provided to the Facility Agent pursuant to this Agreement shall be provided together with the accounts of any Permitted Affiliate Parent and any of its Subsidiaries that are members of the Borrower Group on a combined basis. (d) To the extent that material differences exist between the business, assets, results of operations or financial condition of: (i) the Reporting Entity; and (ii) the Borrower Group (excluding, for the avoidance of doubt, the effect of any intercompany balances between the Reporting Entity and any member of the Borrower Group), 183 152197039_18 Sunrise HoldCo III shall provide to the Facility Agent, together with the financial statements delivered under paragraph (a) above, in sufficient copies for all the Lenders, the Borrower Group Reconciliation for the relevant Accounting Period (provided, however, that to the extent the Borrower Group Reconciliation for the relevant Accounting Period is filed on the SEC’s website or Sunrise HoldCo III’s website, such Borrower Group Reconciliation shall be deemed supplied to the Facility Agent in sufficient copies for all the Lenders). 21.3 Information - Miscellaneous Sunrise HoldCo III shall supply promptly (and in any event in the case of paragraph (c) below within five Business Days of the date on which Sunrise HoldCo III becomes aware of such information) or procure that there shall be supplied (in electronic form and, if requested, hard copy) promptly to the Facility Agent: (a) all notices, reports or other documents despatched by or on behalf of any Obligor to its creditors generally in relation to it or any of its Subsidiaries; and (b) a copy of any material report or other notice, statement or circular, sent or delivered by any member of the Borrower Group whose shares are pledged to the Security Agent pursuant to any Security Document to any person in its capacity as shareholder of such member of the Borrower Group, which materially adversely affects the interest of the Finance Parties under such Security Document. 21.4 Change in Accounting Practices (a) Except as otherwise expressly provided below or in this Agreement, all ratios and calculations based on GAAP contained in this Agreement shall be computed in conformity with GAAP. (b) At any time after the OFS Date, Sunrise HoldCo III may elect to apply for all purposes of this Agreement, in lieu of GAAP, IFRS and, upon such election, references to GAAP herein will be construed to mean IFRS; provided that: (i) all financial statements and reports to be provided, after such election, pursuant to this Agreement shall be prepared on the basis of IFRS as in effect from time to time (including that, upon first reporting its financial year results under IFRS, the financial statements of the Reporting Entity shall be restated on the basis of IFRS for the year ending immediately prior to the first financial year for which financial statements have been prepared on the basis of IFRS); and (ii) from and after such election, all ratios, computations and other determinations based on GAAP contained in this Agreement shall, at Sunrise HoldCo III’s option: (A) continue to be computed in conformity with GAAP (provided that, following such election, the annual and quarterly information required by paragraphs (a)(i) and (a)(ii) of Clause 21.2 (Financial information) shall include a reconciliation, 184 152197039_18 either in the footnotes thereto or in a separate report delivered therewith, of such GAAP presentation to the corresponding IFRS presentation of such financial information); or (B) be computed in conformity with IFRS with retroactive effect being given thereto assuming that such election had been made on the OFS Date, subject to any further election in accordance with the definition of IFRS. Thereafter, Sunrise HoldCo III may, at its option, elect to apply GAAP or IFRS and compute all ratios, computations and other determinations based on GAAP or IFRS, as applicable, all on the basis of the foregoing provisions of this Clause. 21.5 Notification of Default and inspection rights (a) Each Obligor shall notify the Facility Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of it (unless that Obligor is aware that such a notification has already been provided by another Obligor). (b) Each Obligor (other than Sunrise HoldCo III Holdco, any Permitted Affiliate Holdco and any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt) shall, if required by the Facility Agent (acting on the instructions of the Majority Lenders), at any time whilst an Event of Default is continuing or the Facility Agent has reasonable grounds to believe that an Event of Default may exist and at other times if the Facility Agent has reasonable grounds for such request, permit representatives of the Facility Agent upon reasonable prior written notice to Sunrise HoldCo III to: (i) visit and inspect the properties of any member of the Borrower Group during normal business hours; (ii) inspect its books and records other than records which the relevant member of the Borrower Group is prohibited by law, regulation or contract from disclosing to the Facility Agent; and (iii) discuss with its principal officers and Auditors its business, assets, liabilities, financial position, results of operations and business prospects provided that (A) any such discussion with the Auditors shall only be on the basis of the audited financial statements of the Borrower Group and any compliance certificates issued by the Auditors and (B) representatives of Sunrise HoldCo III shall be entitled to be present at any such discussion with the Auditors. 21.6 Authorisations Each Obligor (other than, in the case of paragraph (b) below, Sunrise HoldCo III Holdco, any Permitted Affiliate Holdco and any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued,


 
185 152197039_18 Holdco Debt) will, and will procure that each of its Subsidiaries which is a member of the Borrower Group will: (a) obtain or cause to be obtained, maintain and comply with the terms of: (i) every material consent, authorisation, licence or approval of, or filing or registration with or declaration to, governmental or public bodies or authorities or courts; and (ii) every material notarisation, filing, recording, registration or enrolment in any court or public office, in each case required under any law or regulation to enable it to perform its obligations under, or for the validity, enforceability or admissibility in evidence of any Finance Document to which it is a party; and (b) obtain or cause to be obtained every Necessary Authorisation and the Licences and ensure that (i) none of the Necessary Authorisations or Licences is revoked, cancelled, suspended, withdrawn, terminated, expires and is not renewed or otherwise ceases to be in full force and effect and (ii) no Necessary Authorisation or Licence is modified and no member of the Borrower Group commits any breach of the terms or conditions of any Necessary Authorisation or Licence which, in each case, would or is reasonably likely to have a Material Adverse Effect. 21.7 Pari passu ranking Each Obligor will procure that its payment obligations under the Finance Documents do and will rank at least pari passu with all the claims of its other present and future unsecured and unsubordinated creditors (save for those obligations mandatorily preferred by applicable law applying to companies generally). 21.8 Negative pledge (a) Each Obligor (other than Sunrise HoldCo III Holdco, any Permitted Affiliate Holdco and any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt) will not permit any Security Interest by any member of the Borrower Group to subsist, arise or be created or extended over all or any part of their respective present or future undertakings, assets, rights or revenues to secure or prefer any present or future Financial Indebtedness of any member of the Borrower Group or any other person, other than: (i) Permitted Security Interests; or (ii) any Security Interest over any present or future undertakings, assets, rights or revenues that is not subject to Security (such Security Interest, the “Initial Security Interest”) if, contemporaneously with the incurrence of such Initial Security Interest, effective provision is made to secure the Financial Indebtedness due under this Agreement equally and ratably with (or prior to, in the case of any Security Interest with respect to Financial Indebtedness that ranks junior to the Facilities) the Financial 186 152197039_18 Indebtedness secured by such Initial Security Interest so long as such Financial Indebtedness is so secured. (b) None of Sunrise HoldCo III Holdco, any Permitted Affiliate Holdco or any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt will create or permit to subsist any Security Interest over its assets which are subject to the Security Documents to which it is a party (other than any Permitted Security Interest referred to in paragraphs (a), (c), (e) or (g) of the definition of Permitted Security Interest). (c) In the event that a Security Interest meets the criteria of more than one of the types of Permitted Security Interest described in the paragraphs of the definition of “Permitted Security Interest”, Sunrise HoldCo III, in its sole discretion, shall classify such Security Interest on the date such Security Interest subsists, arises, is created or extended and shall only be required to include such Security Interest under one of such paragraphs and will be permitted on the date such Security Interest subsists, arises, is created or extended to divide and classify such Security Interest in more than one of the types of Security Interest described in such paragraphs, and, from time to time, may reclassify all or a portion of such Security Interest, in any manner that complies with this covenant. (d) Any Security Interest created pursuant to the proviso described in Clause 21.8(a)(ii) securing the Financial Indebtedness due under this Agreement will be automatically and unconditionally released and discharged upon the release and discharge of the Initial Security Interest to which it relates (and, to the extent required, the Facility Agent and the Security Agent are hereby irrevocably authorised and instructed by the Lenders to enter into such documentation as is reasonably required to effect such release). 21.9 Business No Obligor shall (and Sunrise HoldCo III shall procure that no member of the Borrower Group shall), without the prior written consent of the Majority Lenders or save as otherwise permitted by the terms of this Agreement, make any change in the nature of its business as carried on immediately prior to the Signing Date, which would give rise to a substantial change in the business of the Borrower Group taken as a whole from that set forth in the definition of Business, provided that this Clause 21.9 (Business) shall not be breached by an Obligor or any member of the Borrower Group making a disposal permitted by Clause 21.11 (Disposals), an acquisition or investment permitted by Clause 21.12 (Acquisitions and Mergers) or entering into any Permitted Joint Venture. 21.10 Compliance with laws Each Obligor will, and will procure that each of its Subsidiaries which is a member of the Borrower Group will, comply in all material respects with all applicable laws, rules, regulations and orders of any governmental authority, having jurisdiction over it or any of its assets, except where failure to comply therewith would not have or be reasonably likely to have a Material Adverse Effect. 187 152197039_18 21.11 Disposals (a) Each Obligor (other than Sunrise HoldCo III Holdco, any Permitted Affiliate Holdco and any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt) will not and will procure that no other member of the Borrower Group (other than a Relevant Eastern European Subsidiary) will, sell, transfer, lend (subject to Clause 21.15 (Loans and guarantees)) or otherwise dispose of or cease to exercise direct control over (each a “disposal”) any part of its present or future undertaking, assets, rights or revenues whether by one or a series of transactions related or not (other than Permitted Disposals). (b) As used herein a “Permitted Disposal” means: (i) a payment required to be made under the Senior Secured Finance Documents; (ii) any Permitted Transaction; (iii) disposals of property or other assets on bona fide arm’s length commercial terms in the ordinary course of business in consideration for, or to the extent that contractual arrangements are in place within 12 months of any such disposal and the Net Proceeds of that disposal are applied within 18 months after such disposal in the acquisition of, property or other assets of a similar nature and approximately equal value to be used in the Business of the Borrower Group; (iv) disposals of any interest in real or heritable property by way of a lease or licence granted by a member of the Borrower Group to another member of the Borrower Group; (v) disposals of any assets pursuant to the implementation of an Asset Passthrough or of any funds received pursuant to the implementation of a Funding Passthrough; (vi) disposals of property or other assets required to satisfy any pension plan contribution liabilities; (vii) disposals of accounts receivable on arms’ length commercial terms pursuant to an asset securitisation programme or receivables factoring transactions (recourse and non-recourse); (viii) disposals of shares or other interests in any Borrower Group Excluded Subsidiary or Joint Venture or the assignment of any Financial Indebtedness owed to a member of the Borrower Group by any Borrower Group Excluded Subsidiary or a Joint Venture; (ix) disposals of accounts receivables which have remained due and owing from a third party for a period of more than 90 days and in respect of which the relevant member of the Borrower Group has diligently pursued payment in the normal course of its business and where such disposal is on non-recourse terms to a member of the Borrower Group; 188 152197039_18 (x) disposals of assets subject to finance or capital leases pursuant to the exercise of an option by the lessee under such finance or capital leases; (xi) disposals of assets in exchange for the receipt of assets of a similar or comparable value provided that where the aggregate net book value of all assets being exchanged in reliance on this paragraph (xi) exceeds CHF 50,000,000 (or its equivalent in other currencies) in any Financial Quarter, there is delivered to the Facility Agent, within 30 days from the end of such Financial Quarter, a certificate signed by an authorised signatory of the Borrower Group (given without personal liability) certifying that the assets received by such member of the Borrower Group in reliance on this paragraph (xi) during such Financial Quarter are of a similar or comparable value to the assets disposed of by such member of the Borrower Group; (xii) disposals constituting the surrender of tax losses by any member of the Borrower Group: (A) to any other member of the Borrower Group; (B) to any member of the Wider Group; or (C) in order to eliminate, satisfy or discharge any Tax liability of a former member of the Borrower Group or Wider Group which has been disposed of pursuant to a disposal permitted by the terms of this Agreement, to the extent that a member of the Borrower Group would have a liability (in the form of an indemnification obligation or otherwise) to one or more persons in relation to such Tax liability if not so eliminated, satisfied or discharged; (xiii) disposals of assets to and sharing assets with any person who is providing services related to such assets, the provision of which have been or are to be outsourced by Sunrise HoldCo III or any member of the Borrower Group to such person; (xiv) disposals of assets pursuant to sale and leaseback transactions (regardless of whether any such lease resulting from such a transaction constitutes an operating or a Finance Lease) where the aggregate fair market value of any assets disposed of in reliance on this paragraph (xiv) does not exceed the greater of: (A) CHF 250,000,000 (or its equivalent in other currencies); and (B) five per cent. of Total Assets, in any financial year and any disposals of assets pursuant to sale and leaseback transactions constituting Financial Indebtedness to the extent such Financial Indebtedness is permitted under this Agreement; (xv) disposals of any Hedging Agreements;


 
189 152197039_18 (xvi) disposals of non-core assets acquired in connection with a transaction permitted under Clause 21.12 (Acquisitions and Mergers); (xvii) any disposal of all or part of a business division pursuant to a Permitted Business Division Transaction; (xviii) disposals constituted by licences of intellectual property rights permitted by Clause 21.18 (Intellectual Property Rights); (xix) any disposal of assets made pursuant to the establishment of a Permitted Joint Venture or any disposal of assets to a Permitted Joint Venture; (xx) any disposal made in relation to a compulsory purchase order or any other order of any agency of state, authority or other regulatory body or any applicable law or regulation not exceeding CHF 25,000,000 (or its equivalent in other currencies) in any financial year; (xxi) disposals by any member of the Borrower Group of customer premises equipment to a customer; (xxii) disposals of assets on arms’ length commercial terms where the cash proceeds of such disposal are reinvested within 12 months of the date of the relevant disposal in the purchase of replacement assets by a member of the Borrower Group (or within 18 months of the date of the relevant disposal if the proceeds are, within 12 months of the date of the relevant disposal, contractually committed to be so applied); (xxiii) disposals of real property provided that the fair market value of the real property disposed of in any financial year does not exceed the greater of CHF 250,000,000 and 5% of Total Assets (with any unused amounts in any financial year being carried over to the next succeeding financial year subject to a maximum of the greater of CHF 250,000,000 and 5% of Total Assets of carried over amounts for any financial year); (xxiv) a Regulatory Authority Disposal; (xxv) disposals of assets where the aggregate fair market value does not exceed the greater of CHF 200,000,000 and 3% of Total Assets in any financial year (with unused amounts in any financial year being carried over to the next succeeding financial year subject to a maximum of the greater of CHF 200,000,000 and 3% of Total Assets of carried over amounts for any financial year); (xxvi) disposals (including, for the avoidance of doubt, the outsourcing of activities that support or are incidental to the Business) on arm’s length commercial terms in the ordinary course of business; (xxvii) disposals of assets on bona fide arm’s length commercial terms where such assets are obsolete or no longer required for the purposes of the Business; 190 152197039_18 (xxviii) the application of cash in payments (or any disposals of Cash Equivalent Investments) which are not otherwise restricted by the terms of this Agreement and the Security Documents including, for the avoidance of doubt, Permitted Acquisitions and Permitted Payments; (xxix) disposals or issues of shares to the management of any member of the Borrower Group in accordance with any management incentive scheme; (xxx) disposals (or the payment of management, consultancy or similar fees): (A) by an Obligor to another Obligor; or (B) from a member of the Borrower Group which is not an Obligor, to any member of the Borrower Group; or (C) from an Obligor to another member of the Borrower Group which is not an Obligor; (xxxi) disposals of any interest in an Unrestricted Subsidiary; (xxxii) disposals made in connection with Approved Stock Options; (xxxiii) disposals by way of payment of any earn outs; (xxxiv) disposals of undertakings, assets, rights or revenues comprising interests in the share capital of persons not holding or engaged in the Distribution Business of the Borrower Group or other undertakings, assets, rights or revenues not constituting part of the Distribution Business of the Borrower Group (“Non-Distribution Business Assets”); For the avoidance of doubt and without limiting the generality of paragraph (xxxiv) above, Non-Distribution Business Assets shall include: (A) undertakings, assets, rights and revenues comprising interests in the share capital of any person engaged solely in the competitive local exchange carrier (CLEC) business, including without limitation, the business of providing traditional voice and data services and services based on Transmission Control Protocol/Internet Protocol (TCP/IP) technology and other undertakings, assets, rights or revenues constituting a part of such businesses; and (B) undertakings, assets, rights and revenues comprising interests in the share capital of any person engaged solely in the business of television and radio programming, including without limitation, the business of creating and distributing special interest television channels, radio programmes, pay per view programmes and near video on demand services and other undertakings, assets, rights or revenues constituting a part of such businesses. 191 152197039_18 (xxxv) payment, transfer or other disposal of consideration for any Acquisition, merger or consolidation permitted by Clause 21.12 (Acquisitions and mergers); (xxxvi) disposals of cash or cash equivalents constituting any distribution, dividend, transfer, loan or other transaction permitted by Clause 21.14 (Restricted Payments); (xxxvii) the grant of indefeasible rights of use or equivalent arrangements with respect to network capacity, communications, fibre capacity or conduit, in each case on arm’s length commercial terms or on terms that are fair and reasonable and in the best interests of the Borrower Group; (xxxviii) [reserved]; (xxxix) payment, transfer or other disposal between members of the Borrower Group, constituting consideration or investment for or towards or in furtherance of any Acquisition, Permitted Acquisition, Permitted Joint Venture, merger or consolidation permitted by Clause 21.12 (Acquisitions and Mergers); (xl) disposals of the share capital of, or any interest in, any person which is not a member of the Borrower Group; (xli) disposals of assets permitted in accordance with Clause 21.14(c)(iv) (Restricted Payments); (xlii) disposals of assets related to accounts receivables subject to a Permitted Disposal including, without limitation, all Security Interests securing such receivables, all contracts and all guarantees or other obligations in respect of such accounts receivable, the proceeds of such receivables and other assets which are customarily transferred or in respect of which Security Interests are customarily granted in connection with asset securitisation programmes or receivables factoring transactions involving receivables and any hedging obligations entered into by any member of the Borrower Group in connection with such accounts receivable; (xliii) disposals of assets (or a fractional undivided interest therein) related to receivables permitted to be disposed of in connection with an asset securitisation programme or receivables factoring transactions including, without limitation, all Security Interests securing such receivables, all contracts and all guarantees or other obligations in respect of such receivables, the proceeds of such receivables and other assets which are customarily transferred, or in respect of which security interests are customarily granted, in connection with an asset securitisation involving receivables and any hedging obligations entered into in connection with such receivables; (xliv) disposals of investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint 192 152197039_18 venture parties set forth in joint venture arrangements and similar binding agreements provided that any cash or Cash Equivalent Investments received in such disposition is applied in accordance with Clause 10.5 (Mandatory Prepayment from Disposal Proceeds); (xlv) disposals with respect to property built, repaired, improved, owned or otherwise acquired by a member of the Borrower Group pursuant to customary sale and lease-back transactions, asset securitisations and other similar financings permitted by this Agreement; (xlvi) disposals of contractual arrangements under long-term contracts with customers entered into by a member of the Borrower Group in the ordinary course of business which are treated as sales for accounting purposes; provided that there is no transfer of title in connection with such contractual arrangement; (xlvii) disposals consisting of the assignment, licensing or sublicensing of intellectual property or other general intangibles and assignments, licenses, sublicenses, leases or subleases of spectrum or other property; (xlviii) any disposal made in respect of a Permitted Payment other than a Permitted Payment made pursuant to paragraph 21.14(c)(viii) of the definition of Permitted Payment; (xlix) a disposal of all or any of the Towers Assets; (l) any disposal made in connection with any start-up financing or seed funding provided that any such disposal shall not exceed an aggregate value equal to the greater of CHF 75,000,000 and 1% of Total Assets; (li) any disposal of any person where the only material assets of such person are assets that could themselves have been the subject of a Permitted Disposal; (lii) disposals which constitute the concurrent purchase and sale or exchange of related business assets (including, without limitation, securities of any business that is the same as or related, ancillary to or complementary to any of the businesses of any member of the Borrower Group on the 2017 First Amendment Effective Date) or a combination of such assets, cash and Cash Equivalent Investments between any member of the Borrower Group and another person provided that the relevant member of the Borrower Group receives consideration at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such disposal) for the assets subject to that disposal; (liii) disposals of any nominal or non-substantial shareholding as contemplated by paragraph (q) of the definition of Permitted Acquisition; and


 
193 152197039_18 (liv) any disposal made after the 2006 Amendment Effective Date (in addition to those described in the other sub paragraphs of this Clause) of any person or asset the Annualised EBITDA of or attributable to which does not exceed the Remaining Percentage of the Annualised EBITDA of the Borrower Group for the Latest Ratio Period, provided that: (A) no Default has occurred and is continuing or would occur as a result of such disposal; and (B) where required, a prepayment is made in accordance with Clause 10.5(a) (Mandatory prepayment from disposal proceeds) in respect of such disposal. (c) The “Remaining Percentage” is: (i) 17.5%; (ii) less the aggregate percentage value of all previous disposals made after the 2006 Amendment Effective Date; and (iii) plus the aggregate percentage value of all Reinvestments made after the 2006 Amendment Effective Date, as calculated in accordance with paragraph (d) below. Provided that:- (x) the percentage of the Annualised EBITDA of the Borrower Group represented by the Annualised EBITDA of the person or asset disposed of can never be more than the Remaining Percentage immediately prior to such disposal (except where the Borrower has completed a Committed Acquisition Designation on or prior to the date of completion of a disposal, in which case paragraph (z) below applies); (y) the Remaining Percentage can never be more than 17.5%; and (z) where the Borrower has completed a Committed Acquisition Designation any determination as to whether the related disposal complies with the Remaining Percentage requirement in paragraph (b)(liv) above shall be determined by deducting B from A, where: (A) A equals the percentage of the Annualised EBITDA of the Borrower Group represented by the Annualised EBITDA of the person or asset disposed of for the latest Ratio Period; and (B) B equals the percentage of the Annualised EBITDA of the Borrower Group represented by the Annualised EBITDA of the Target which is the subject of that Committed Acquisition for the latest Ratio Period (based on the then available historical financial information of the Target) (at the time of such disposal) and based on the actual financial information of the Target (at the time of completion of the relevant Committed Acquisition). 194 152197039_18 (d) For the purposes of paragraphs (b)(liv) and (c) above: “Annualised EBITDA” and “EBITDA” have the meaning given to them in Clause 22.1 (Financial definitions) except that when calculating EBITDA in relation to a person or asset that is being (or has been) acquired (including in connection with a Committed Acquisition) or disposed of, any amounts will be calculated based on the most recently available financial information on a pro forma basis and using the methodology for calculating operating cash flow used in the accounts most recently filed with the SEC by or on behalf of the Reporting Entity prior to the date of that acquisition or disposal, and, for the avoidance of doubt, any corporate costs or allocations paid or payable during the relevant period by a member of the Borrower Group which is being disposed of to one of its Affiliates pursuant to any general services (or similar) arrangement shall be deducted from the EBITDA of the member of the Borrower Group being disposed of; “Committed Acquisition” means an Acquisition to be undertaken by a member of the Borrower Group which has been notified by Sunrise HoldCo III to the Facility Agent in writing on or before the 5th (fifth) Business Day preceding completion of a disposal made under paragraph (b)(liv) above as a “Committed Acquisition” that Sunrise HoldCo III in good faith expects to constitute a Permitted Acquisition when consummated and in respect of which Sunrise HoldCo III or another member of the Borrower Group, as purchaser, has contractually committed or agreed to complete that Acquisition within 12 months of the date of that disposal (the delivery of such a notice by Sunrise HoldCo III being a “Committed Acquisition Designation”); “Latest Ratio Period” means the most recent Ratio Period for which financial statements have been delivered pursuant to Clause 21.2 (Financial information); and “percentage value” means: (i) in relation to a disposal, the percentage of the Annualised EBITDA of the Borrower Group for what was the Latest Ratio Period at the time of the disposal which is represented by the Annualised EBITDA of the person or asset disposed of (the “EBITDA Percentage”), after deducting a percentage equal to the EBITDA Percentage multiplied by the Proportion Repaid; and (ii) in relation to a Reinvestment, the percentage of the Annualised EBITDA of the Borrower Group for what was the Latest Ratio Period at the time of the Reinvestment (but taking into account each disposal made by the Borrower Group after the last day of that Latest Ratio Period and prior to the date of the relevant Reinvestment) which is represented by the Annualised EBITDA of the person or asset acquired multiplied by the Proportion Reinvested, Where: the “Proportion Reinvested” is that proportion of the purchase price for the person or asset acquired which is represented by the amount of the Net Proceeds of a previous disposal that were reinvested pursuant to the relevant Reinvestment; 195 152197039_18 the “Proportion Repaid” is that proportion of the Net Proceeds of that disposal prepaid pursuant to Clause 10.5(a) (Mandatory prepayment of disposal proceeds) and/or repaid pursuant to Clause 10.3 (Voluntary prepayment); and “Reinvestment” means the reinvestment of all or any part of the Net Proceeds of a previous disposal made under paragraph (b)(liv) above by the Borrower Group after the 2006 Amendment Effective Date, including in circumstances where all or any part of such Net Proceeds are distributed as a Permitted Payment and an equity subscription is subsequently made in, or a Subordinated Shareholder Loan is subsequently made to, a member of the Borrower Group. (e) Except as otherwise expressly permitted in this Agreement or the relevant Security Document, none of Sunrise HoldCo III Holdco, any Permitted Affiliate Holdco or any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt will sell, transfer, lease or otherwise dispose of all or any part of its assets which are subject to a Security Document to which it is a party. (f) Any prepayment and cancellation or repayment made under paragraph (b)(liv)(B) above will be applied against the Facilities in such proportion as may be specified by Sunrise HoldCo III in the notice of prepayment and cancellation or repayment and in the case of a prepayment and cancellation or repayment of Utilisations, against all outstanding Utilisations made under the relevant Facilities pro rata (and, if applicable, against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by Sunrise HoldCo III). (g) In the event that a transaction (or a portion thereof) meets the criteria of a Permitted Disposal and also meets the criteria of a Permitted Payment, Sunrise HoldCo III in its sole discretion, will be entitled to divide and classify such transaction (or a portion thereof) as a disposal permitted under Clause 21.11(b) (Disposals) and/or a Permitted Payment under Clause 21.14(c) (Restricted Payments). 21.12 Acquisitions and mergers (a) No Obligor (other than Sunrise HoldCo III Holdco, any Permitted Affiliate Holdco and any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt) will, and each Obligor (other than Sunrise HoldCo III Holdco, any Permitted Affiliate Holdco and any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt) will procure that none of its Subsidiaries which is a member of the Borrower Group will, make any Acquisition, other than: (i) any Acquisition approved in writing by the Majority Lenders; (ii) any Permitted Acquisition; (iii) any Permitted Transaction; 196 152197039_18 (iv) any Permitted Joint Venture; (v) any Acquisition from any person which is a member of the Borrower Group or subscription or acquisition of an interest in the share capital (or equivalent) in any person which is a member of the Borrower Group; or (vi) in connection with a merger or consolidation permitted by paragraph (b) below or by Clause 21.29 (Internal Reorganisations). (b) Each Obligor (other than Sunrise HoldCo III Holdco, any Permitted Affiliate Holdco and any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt) will not merge or consolidate with any other person and will procure that no member of the Borrower Group will merge or consolidate with any person save for: (i) any Permitted Transaction; (ii) Acquisitions permitted by paragraph (a) above and disposals permitted by Clause 21.11 (Disposals); (iii) with the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders); (iv) in the event that the relevant member of the Borrower Group liquidates or dissolves in accordance with the provisions of Clause 21.29 (Internal Reorganisations); or (v) mergers between any member of the Borrower Group with (I) any or all of the other members of the Borrower Group or (II) an Unrestricted Subsidiary (“Original Entities”), into one or more persons (each a “Merged Entity”) provided that: (A) reasonable details of the proposed merger in order to demonstrate satisfaction with paragraphs (C) to (G) below are provided to the Facility Agent within 30 days after the date on which the merger is entered into; (B) if the proposed merger is between a member of the Borrower Group and an Unrestricted Subsidiary, Sunrise HoldCo III has delivered to the Facility Agent within 30 days after the date on which the merger is entered into a certificate signed by an authorised signatory which certifies that the Borrower Group will be in compliance with the undertaking set out in Clause 22.2 (Financial Ratio) on a pro forma basis following such merger or consolidation; (C) such Merged Entity will be a member of the Borrower Group and will be liable for the obligations of the relevant Original Entities (including the obligations under this Agreement and the Security Documents), which obligations remain unaffected by the merger, and entitled to the benefit of all rights of such Original Entities;


 
197 152197039_18 (D) (if all or any part of the share capital of any of the relevant Original Entities was charged pursuant to a Security Document) the equivalent part of the issued share capital of such Merged Entity is charged pursuant to a Security Document on terms of at least an equivalent nature and equivalent ranking as any Security Document relating to the shares in each relevant Original Entity within 60 days of the merger; (E) such Merged Entity has entered into Security Documents (if applicable) within 60 days of the merger which provide security over the same assets of at least an equivalent nature and ranking to the security provided by the relevant Original Entities pursuant to any Security Documents entered into by them; (F) any possibility of the Security Documents referred to in paragraphs (D) or (E) above being challenged or set aside is not materially greater than any such possibility in relation to the Security Documents entered into by, or in respect of the share capital of, any relevant Original Entity; and (G) all the property and other assets of the relevant Original Entities are vested in the Merged Entity and the Merged Entity has assumed all the rights and obligations of the relevant Original Entities under any Necessary Authorisations and Licences and other licences or registrations (to the extent reasonably necessary for the business of the relevant Original Entities) granted in favour of the Original Entities under Telecommunications and Cable Laws and/or all such rights and obligations have been transferred to the Merged Entity and/or the Necessary Authorisations and Licences and other licences or registrations (to the extent reasonably necessary for the business of the relevant Original Entities) granted in favour of the Original Entities under Telecommunications and Cable Laws have been reissued to the Merged Entity, except that the requirements of paragraphs (C) to (G) above will not apply in respect of any merger between Original Entities: (1) both of which are not Obligors; and (2) neither one of which is party to a Security Document, neither one of whose share capital is charged pursuant to a Security Document and neither one of whom owes any receivables to another member of the Borrower Group which are pledged pursuant to a Security Document. 21.13 Restrictions on Financial Indebtedness (a) Each Obligor (other than Sunrise HoldCo III Holdco, any Permitted Affiliate Holdco and any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt) will 198 152197039_18 not, and will procure that no other member of the Borrower Group (other than a Relevant Eastern European Subsidiary) will, create, incur or otherwise permit to be outstanding any Financial Indebtedness (other than Permitted Financial Indebtedness). (b) As used herein, “Permitted Financial Indebtedness” means, without duplication: (i) any Financial Indebtedness arising hereunder or under the Security Documents; (ii) any Financial Indebtedness or guarantees permitted pursuant to Clause 21.15 (Loans and guarantees); (iii) any Financial Indebtedness incurred through a Subordinated Shareholder Loan made to any member of the Borrower Group; (iv) any Financial Indebtedness of any member of the Borrower Group arising as a result of the issue by it or a financial institution of a surety or performance bond in relation to the performance by such member of the Borrower Group or its obligations under contracts entered into in the ordinary course of its business (other than for the purpose of raising finance); (v) any Financial Indebtedness constituting a Permitted Transaction; (vi) any Financial Indebtedness approved in writing by the Facility Agent (acting on the instructions of the Majority Lenders); (vii) any Financial Indebtedness incurred in connection with the Hedging Agreements and any other hedging arrangements permitted by this Agreement; (viii) any deposits or prepayments constituting Financial Indebtedness received by any member of the Borrower Group from a customer or subscriber for its services; (ix) any Financial Indebtedness owing by any member of the Borrower Group being Management Fees or management, consultancy or similar fees payable to another member of the Borrower Group in respect of which payment has been deferred; (x) any Financial Indebtedness being Permitted Payments in respect of which payment has been deferred; (xi) any Financial Indebtedness of a person which (A) is acquired by, or merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities), a member of the Borrower Group after the Signing Date and such acquisition, merger, consolidation, amalgamation or combination is permitted by Clause 21.12 (Acquisitions and mergers) or (B) becomes an Affiliate Subsidiary after the Signing Date; where such Financial 199 152197039_18 Indebtedness existed at the date of (x) in the case of (A), completion of such acquisition, merger, consolidation, amalgamation or combination and (y) in the case of (B), such person becoming an Affiliate Subsidiary, provided that the amount of such Financial Indebtedness is not increased beyond the amount in existence at the date described in (x) and/or (y) (as applicable) (subject to the accrual of interest); (xii) any Financial Indebtedness of any member of the Borrower Group, in respect of which the person or persons to whom such Financial Indebtedness is or may be owed has or have no recourse whatever to any member of the Borrower Group for any payment or repayment in respect thereof other than recourse to such member of the Borrower Group for the purpose only of enabling amounts to be claimed in respect of such Financial Indebtedness in an enforcement of any Security Interest given by any member of the Borrower Group over Non-Distribution Business Assets, provided that: (A) the extent of such recourse to such member is limited solely to the amount of any recoveries made on any such enforcement; (B) such person or persons are not entitled, pursuant to the terms of any agreement evidencing any right or claim arising out of or in connection with such Financial Indebtedness, to commence proceedings for the winding up, dissolution or administration of any member of the Borrower Group (or proceedings having an equivalent effect) or to appoint or procure the appointment of any receiver, trustee or similar person or officer in respect of any member of the Borrower Group or any of its assets (save only for the Non-Distribution Business Assets the subject of that Security Interest) until after the Commitments have been reduced to zero and all amounts outstanding under the Finance Documents have been repaid or paid in full; and (C) the aggregate outstanding amount of all such Financial Indebtedness of all members of the Borrower Group does not exceed CHF 100,000,000 (or its equivalent in other currencies); (xiii) any Financial Indebtedness of any member of the Borrower Group (other than any Obligor) constituting Financial Indebtedness to all the holders (or their Associated Companies) of the share capital of any such member of the Borrower Group on a basis that is substantially proportionate to their interests in such share capital (with any disproportionately large interest received by any member of the Borrower Group or any disproportionately small interest received by any person other than a member of the Borrower Group, in each case relative to its interests in such share capital, being ignored for this purpose), provided such Financial Indebtedness does not bear interest (other than by way of addition to its principal amount on a proportionate basis as described above) and is made on terms that repayment or pre-payment of such Financial Indebtedness shall only be made to each such holder (A) in proportion to their respective interests in such share capital (ignoring any 200 152197039_18 disproportionately large interest held by any member of the Borrower Group or any disproportionately small interest received by any person other than a member of the Borrower Group, in each case relative to its interests in such share capital, for this purpose) and (B) only on and in connection with the liquidation or winding up (or equivalent) of such member of the Borrower Group; (xiv) any Financial Indebtedness arising under the Permitted Borrower Group Revolving Credit Facility or the Permitted Borrower Group Guarantee Facilities; (xv) any Financial Indebtedness arising as a result of any cash pooling arrangements in the ordinary course of the Borrower Group’s banking business to which any member of the Borrower Group is a party; (xvi) any Financial Indebtedness arising in relation to either an Asset Passthrough or a Funding Passthrough; (xvii) Financial Indebtedness arising in respect of any guarantee given by any member of the Borrower Group in respect of any issuer of Holdco Debt’s obligations under any Holdco Debt, provided that any such guarantee is given on a subordinated unsecured basis and is subject to the terms of the Intercreditor Agreement and further provided that no Event of Default is continuing or occurs as a result of such Holdco Debt being raised or issued; (xviii) Financial Indebtedness arising under sale and leaseback arrangements or Vendor Financing Arrangements (to the extent these constitute Financial Indebtedness) provided that the aggregate principal amount thereof does not at any time exceed the greater of (A) CHF 250,000,000 and (B) the amount that could be incurred so that the ratio of Senior Net Debt to Annualised EBITDA (giving pro forma effect to any such Financial Indebtedness and the use of proceeds thereof) is equal to, or less than, 4.50:1.00; and provided further that, in each case, the relevant lessor or provider of Vendor Financing Arrangements does not have the benefit of any Security Interest other than over the assets the subject of such sale and leaseback arrangements and/or Vendor Financing Arrangements; (xix) Financial Indebtedness arising in respect of any performance bond, guarantee, standby letter of credit or similar facility entered into by any member of the Borrower Group to the extent that cash is deposited as security for the obligations of such member of the Borrower Group thereunder; (xx) Financial Indebtedness of any Asset Securitisation Subsidiary incurred solely to finance any asset securitisation programme or programmes or one or more receivables factoring transactions otherwise permitted by Clause 21.11 (Disposals); (xxi) Financial Indebtedness arising under tax-related financings designated in good faith as such by prior written notice from Sunrise HoldCo III to the


 
201 152197039_18 Facility Agent, provided that the aggregate principal amount of such Financial Indebtedness outstanding at any time does not exceed CHF 250,000,000; (xxii) Financial Indebtedness of any Obligor incurred after the 2016 ICA Amendment Effective Date provided that the ratios (after giving pro forma effect to the incurrence of any such Financial Indebtedness pursuant to this paragraph (xxii) and the ultimate use of proceeds thereof and to any movement of cash out of the Borrower Group since such date pursuant to any Permitted Payments) on the Quarter Date prior to any such incurrence would not exceed: (A) in relation to Senior Net Debt to Annualised EBITDA, 4.50:1; and (B) in relation to Total Net Debt to Annualised EBITDA, 5.50:1; (xxiii) any Financial Indebtedness incurred after the 2016 ICA Amendment Effective Date arising in respect of any Senior Secured Notes and any guarantee in respect of any Senior Secured Notes given by any member of the Borrower Group that is an Obligor, in each case, subject to the terms of the Intercreditor Agreement; (xxiv) any Financial Indebtedness which constitutes Subordinated Obligations or is otherwise incurred on a second lien ranking basis provided that: (A) (other than in the case of a refinancing of other Subordinated Obligations or other second lien ranking Financial Indebtedness in the same or a lesser principal amount) the ratio of Total Net Debt to Annualised EBITDA (after giving pro forma effect to the incurrence of any Financial Indebtedness pursuant to this paragraph (xxiv) and the ultimate use of proceeds thereof and to any movement of cash out of the Borrower Group since such date pursuant to any Permitted Payments) immediately prior to any such incurrence would not exceed 5.50:1 or, in the case of Acquired Debt or Acquisition Debt, the ratio of Total Net Debt to Annualised EBITDA would not be greater than it was immediately prior to the relevant acquisition or other transaction; and (B) such Financial Indebtedness constitutes Second Lien Liabilities (under and as defined in the Intercreditor Agreement) or is (x) unsecured or (y) secured on a junior ranking basis to the liabilities under this Agreement and, in each case, contractually subordinated to the rights of the Lenders, on terms comparable to, at the election of Sunrise HoldCo III: (1) the intercreditor agreement most recently entered into by an Affiliate of Sunrise HoldCo III prior to the incurrence of such Financial Indebtedness which provides for second lien financing (as amended from time to time) with such 202 152197039_18 adjustments and amendments as agreed between Sunrise HoldCo III, the Security Agent and the Facility Agent (in each case, acting reasonably); (2) an intercreditor agreement (providing for contractual subordination on terms comparable to the Loan Market Association’s form of intercreditor agreement at such time for mezzanine debt) with such adjustments and amendments as agreed between Sunrise HoldCo III, the Security Agent and the Facility Agent (in each case, acting reasonably); or (3) without prejudice to the rights of the Facility Agent to seek instructions from the Lenders, any other form of intercreditor agreement agreed between Sunrise HoldCo III, the Security Agent and the Facility Agent (in each case, acting reasonably) that does not adversely affect the rights of the Lenders (in each case) in any material respect, and, in each case, the Security Agent and the Facility Agent shall be authorised to enter into such intercreditor agreement without the consent of the Lenders; (xxv) Financial Indebtedness incurred constituting reimbursement obligations with respect to letters of credit issued and bank guarantees in the ordinary course of business provided to lessors of real property or otherwise in connection with the leasing of real property and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses in respect of any government requirement, or other Financial Indebtedness with respect to reimbursement type obligations regarding the foregoing; provided, however, that upon the drawing of such letters of credit or the incurrence of such Financial Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence; (xxvi) Financial Indebtedness arising from (i) facilities or services related to cash management, cash pooling, treasury, depository, overdraft, commodity trading or brokerage accounts, credit or debit card, p-cards (including purchasing cards or commercial cards), electronic funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade financial services or other cash management and cash pooling arrangements and (ii) daylight exposures of any member of the Borrower Group in respect of banking and treasury arrangements entered into in the ordinary course of business; (xxvii) any Financial Indebtedness incurred pursuant to a Permitted Financing Action; (xxviii) any Financial Indebtedness with Affiliates reasonably required to effect or consummate any Post-Closing Reorganisation; 203 152197039_18 (xxix) any Financial Indebtedness incurred under borrowing facilities provided by a special purpose vehicle notes issuer to a member of the Borrower Group in connection with the issuance of notes intended to be supported primarily by the payment obligations of a member of the Borrower Group in connection with any vendor financing platform; (xxx) any Financial Indebtedness arising under: (A) arrangements to fund a production where such funding is only repayable from the distribution revenues of that production; or (B) Production Facilities provided that the aggregate amount of Financial Indebtedness at any time outstanding under all Production Facilities incurred pursuant to this sub-paragraph (B) does not exceed the greater of: (1) CHF 250,000,000; and (2) 3% of Total Assets; (xxxi) any Financial Indebtedness in the form of borrowings, loans or deferred consideration made available by a vendor in connection with a Permitted Acquisition; (xxxii) any Financial Indebtedness of a member of the Borrower Group (A) incurred and outstanding on the date on which such member of the Borrower Group was acquired by another member of the Borrower Group or is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities) a member of the Borrower Group or became an Affiliate Subsidiary (“Acquired Debt”) or (B) incurred to provide all or a portion of the funds utilised to consummate the transaction or series of related transactions pursuant to which such person became a member of the Borrower Group or was otherwise acquired by a member of the Borrower Group or became an Affiliate Subsidiary (“Acquisition Debt”); provided that immediately following the consummation of the acquisition of such member of the Borrower Group or such other transaction, (x) an Obligor would have been able to incur at least CHF 1.00 of additional Financial Indebtedness pursuant to sub-paragraph (xxii) after giving pro forma effect to the relevant acquisition or other transaction and the incurrence of such Financial Indebtedness pursuant to this paragraph or (y) the ratio of Senior Net Debt to Annualised EBITDA after giving pro forma effect to the relevant acquisition or other transaction and the incurrence of such Financial Indebtedness pursuant to this paragraph would not be greater than it was immediately prior to such acquisition or such other transaction; (xxxiii) any Financial Indebtedness arising under Refinancing Indebtedness; (xxxiv) any liability that constitutes Financial Indebtedness in respect of any member of the Borrower Group incorporated in The Netherlands arising 204 152197039_18 under a declaration of joint and several liability (hoofdelijke aansprakelijkheid) as referred to in Section 2:403 of the Dutch Civil Code; (xxxv) any liability that constitutes Financial Indebtedness arising as a result of a fiscal unity (fiscale eenheid) solely between members of the Borrower Group incorporated in The Netherlands; (xxxvi) any Financial Indebtedness of any member of the Borrower Group in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other Financial Indebtedness incurred pursuant to this paragraph and then outstanding, will not exceed 100% of the Net Cash Proceeds received by Sunrise HoldCo III or a Permitted Affiliate Parent from the issuance or sale (other than to a member of the Borrower Group) of its respective Subordinated Shareholder Loans or Capital Stock or otherwise contributed to the equity of Sunrise HoldCo III or a Permitted Affiliate Parent (and in each case, other than through the issuance of Disqualified Stock, Preferred Stock (as defined in Clause 10.4 (Change of Control)) or an Excluded Contribution); and (xxxvii) any other Financial Indebtedness not falling within another sub- paragraph of this paragraph (b) not exceeding at any time more than the greater of: (A) CHF 300,000,000 in aggregate (or its equivalent in other currencies); and (B) five per cent. of Total Assets, and further provided that in the case of any Financial Indebtedness constituted by an overdraft facility which operates on a gross/net basis only the net amount of such facility shall count towards such aggregate amount. (c) [Reserved]. (d) In the event that Financial Indebtedness meets the criteria of more than one of the types of Permitted Financial Indebtedness described in paragraph (b) above, Sunrise HoldCo III, in its sole discretion, shall classify such item of Financial Indebtedness on the date of its incurrence and shall only be required to include the amount and type of such Financial Indebtedness in one of such paragraphs and will be permitted on the date of such incurrence to divide and classify an item of such Financial Indebtedness in more than one of the types of Financial Indebtedness described in such paragraphs, and, from time to time, may reclassify all or a portion of such Financial Indebtedness, in any manner that complies with this covenant. (e) In the event that any member of the Borrower Group enters into or increases commitments under a revolving credit facility, enters into any commitment to incur or issue Financial Indebtedness or commits to incur any Security Interest


 
205 152197039_18 pursuant to any leverage based incurrence test in the definition of Permitted Security Interest, the incurrence or issuance thereof for all purposes under this Agreement, including without limitation for purposes of calculating any leverage ratio or usage in any of the sub-paragraphs in paragraph (b) above for borrowings and re-borrowings thereunder (and including issuance and creation of letters of credit and bankers’ acceptances thereunder) will, at Sunrise HoldCo III’s option, either: (i) be determined on the date of such revolving credit facility or such entry into or increase in commitments (assuming that the full amount thereof has been borrowed as of such date) or other Financial Indebtedness, and, if such leverage ratio test or other provision of this Agreement is satisfied with respect thereto at such time, any borrowing or re- borrowing thereunder (and the issuance and creation of letters of credit and bankers’ acceptances thereunder) will be permitted under this covenant irrespective of the leverage ratio or other provisions of this Agreement at the time of any borrowing or re-borrowing (or issuance or creation of letters of credit and bankers’ acceptances thereunder) (the committed amount permitted to be borrowed or re-borrowed (and the issuance and creation of letters of credit and bankers’ acceptances) on a date pursuant to the operation of this paragraph (i) shall be the “Reserved Indebtedness Amount” and, to the extent of the usage in sub-paragraphs in paragraph (b) above (if any), shall be deemed to be incurred and outstanding under such sub-paragraphs); or (ii) be determined on the date such amount is borrowed pursuant to any such facility or increased commitment, and, in the case of sub-paragraph (i) above, Sunrise HoldCo III may revoke any such determination at any time and from time to time. 21.14 Restricted Payments (a) Each Obligor (other than Sunrise HoldCo III Holdco, any Permitted Affiliate Holdco and any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt) will not, and will procure that no member of the Borrower Group will, make any Restricted Payments other than Permitted Payments. (b) As used herein, a “Restricted Payment” means, in each case whether in cash, securities, property or otherwise: (i) any direct or indirect distribution, dividend or other payment on account of any class of its share capital or capital stock or other securities; (ii) any payment of principal of, or interest on, any loan; (iii) any transfer of assets, loan or other payment; or 206 152197039_18 (iv) any transfer of tax losses (provided that the amount of such tax losses shall be deemed reduced by any payment received by any member of the Borrower Group from any Restricted Person for such tax losses), in the case of each of (i), (ii) and (iii), to a Restricted Person. (c) As used herein, a “Permitted Payment” means any distribution, dividend, transfer of assets, loan or other payment or transfer of tax losses: (i) in respect of a Permitted Transaction; (ii) to any Restricted Person in relation to transactions carried out on bona fide arm’s length commercial terms in the ordinary course of business or on terms which are fair and reasonable and in the best interest of the Borrower Group; (iii) by way of payment of Management Fees (A) which are paid on bona fide arm’s length terms in the ordinary course of business to a Restricted Person or (B) of up to the greater of CHF 50,000,000 and 1% of Total Assets in any financial year provided that, at the time of payment, no Default is continuing or would occur as a result of such payment; (iv) by way of payment of principal or interest on Subordinated Shareholder Loans or by way of loan, distributions, dividends or other payments provided that: (A) the applicable ratio for the purposes of Clause 22.2 (Financial Ratio) is 4.00:1 or less prior to making the relevant payment and will be 4.00:1 or less after such payment has been made; and (B) no Default has occurred and is continuing or would occur as a result of such payment; (v) by way of transfer of tax losses to Restricted Persons (provided that the amount of such tax losses shall be deemed reduced by any payment received by any member of the Borrower Group from any Restricted Person for such tax losses), provided that: (A) the applicable ratio for the purposes of Clause 22.2 (Financial Ratio) is 4.00:1 or less prior to making the relevant transfer of tax losses and will be 4.00:1 or less after such transfer of tax losses has been made; and (B) no Default has occurred and is continuing or would occur as a result of such transfer of tax losses; (vi) in respect of a Permitted Acquisition (including, without limitation, by way of payment to any Restricted Person of consideration for an acquisition, merger or consolidation permitted by Clause 21.12 (Acquisitions and mergers)); 207 152197039_18 (vii) by way of transfer to any Restricted Person of any Non-Distribution Business Assets permitted in accordance with Clause 21.11(b)(xxxiv) (Disposals); (viii) in respect of a Permitted Disposal; (ix) to the extent required for the purpose of making payments to the indenture trustee for any Senior Unsecured Notes in respect of any Senior Unsecured Notes Trustee Amounts (as such term is defined in the Intercreditor Agreement after the 2016 ICA Amendment Effective Date); (x) at any time after the occurrence of an Event of Default, to the extent required to fund Permitted Payments not otherwise prohibited under the Intercreditor Agreement; (xi) to the extent such distribution, dividend, transfer of assets, loan or other payment is in respect of a nominal amount; (xii) made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a person that is not a member of the Borrower Group in connection with, an asset securitisation programme or receivables factoring transaction otherwise permitted as a Permitted Disposal; (xiii) made pursuant to an Asset Passthrough or a Funding Passthrough, in each case, funded from cash generated by persons outside of the Borrower Group; (xiv) made to any member of the Wider Group, provided that: (A) an amount equal to such payment is reinvested (directly or indirectly) by such member of the Wider Group into a member of the Borrower Group within three Business Days of receipt thereof; (B) the aggregate principal amount of such payments and reinvested amounts at any time does not exceed an amount equal to CHF 300,000,000; and (C) to the extent any such payments are made in cash, any re-invested amounts are also made in cash provided that any such re-invested amounts shall be in the form of Subordinated Shareholder Loans, equity or the repayment of an intercompany loan or advance; (xv) which is required in order to facilitate the making of payments by any person and to the extent required: (A) by the terms of the Senior Secured Finance Documents; (B) by the terms of any Holdco Debt (or, in each case, any guarantee of the obligations thereunder) provided that: 208 152197039_18 (1) no Event of Default has occurred under Clause 23.2 (Non- payment), 23.6 (Insolvency), 23.7 (Insolvency Proceedings) or 23.9 (Creditors’ process), and is continuing; (2) there has been no breach of Clause 22.2 (Financial Ratio) pursuant to which the Composite Revolving Facility Instructing Group continues to have a right to direct the Facility Agent to take any action in accordance with Clause 23.19 (Maintenance Covenant Revolving Facility Acceleration); (3) no Event of Default has occurred in respect of which any notice has been served by the Facility Agent in accordance with Clause 23.18 (Acceleration); and (4) no automatic acceleration has occurred in accordance with Clause 23.20 (Automatic Acceleration), other than where: (x) such payment is permitted under paragraph (c)(ix) above; or (y) such Holdco Debt is subject to the terms of the Intercreditor Agreement; (C) by the terms of any Hedging Agreement to which Sunrise HoldCo IV, Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco or any other issuer of Holdco Debt is a party in relation to the hedging of Holdco Debt to the extent such payment is not prohibited by the Intercreditor Agreement; or (D) for the purposes of implementing any Content Transaction or Permitted Business Division Transaction; (xvi) in an amount to enable any Holding Company of a member of the Borrower Group to pay taxes that are formally due by such Holding Company but which are allocable to (A) the Borrower Group and are due by such Holding Company as a result of the Borrower Group being included in a fiscal unity (for corporate income and/or VAT purposes) with such Holding Company or (B) acting as a holding and/or financing company of the Borrower Group; (xvii) contemplated by a Regulatory Authority Disposal; (xviii) in an amount not exceeding the greater of (A) CHF 250,000,000 in aggregate (or its equivalent in other currencies) and (B) five per cent. of Total Assets, in each case, from the cash proceeds of a Content Transaction provided that no Event of Default has occurred and is continuing or would result following such payment;


 
209 152197039_18 (xix) made to Sunrise HoldCo III Holdco and any Permitted Affiliate Holdco of any amounts outstanding in relation to Subordinated Shareholder Loans the proceeds of which are used by such person in connection with the refinancing of Holdco Debt provided that concurrently with such payment such person advances directly or indirectly new Subordinated Shareholder Loans to an Obligor in an amount equal to or greater than the outstanding amount of the Subordinated Shareholder Loans discharged; (xx) made with the consent of the Majority Lenders; (xxi) by way of payment to any direct or indirect shareholder of Sunrise HoldCo III or any direct or indirect shareholder of any Permitted Affiliate Parent for all of its out-of-pocket expenses incurred in connection with its direct or indirect investment in Sunrise HoldCo III or any Permitted Affiliate Parent and any of their Subsidiaries; (xxii) to fund the payment of Holding Company Expenses; (xxiii) for financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including without limitation in connection with acquisitions or divestitures, which payments are approved by a majority of the members of the board of directors of Sunrise HoldCo IV, Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco; (xxiv) any other distribution, dividend, transfer of assets, loan or other payment not falling within this paragraph (c) and not exceeding an aggregate amount equal to the greater of CHF 300,000,000 and 5% of Total Assets in any financial year (with any unused amounts in any financial year being carried over to the next succeeding financial year subject to a maximum of the greater of CHF 300,000,000 and 5% of Total Assets of carried over amounts for any financial year and with any such carried over amounts being used first in the next succeeding financial year); (xxv) in an amount of up to the Credit Facility Excluded Amount provided that: (A) no breach of this Clause 21.14 (Restricted Payments) shall occur as a result of a decrease in Annualised EBITDA after any such distribution, dividend, transfer of assets, loan or other payment has been made; and (B) if an amount equal to the Credit Facility Excluded Amount in respect of any prior Ratio Period has been the subject of a distribution, dividend, transfer of assets, loan or other payment under this paragraph (xxv), no further distribution, dividend, transfer of assets, loan or other payment may be made under this paragraph (xxv) until there is an increase in Annualised EBITDA in respect of any subsequent Ratio Period (the “Incremental EBITDA Amount”) such that it is above the level of Annualised EBITDA at the time when the most recent distribution, dividend, 210 152197039_18 transfer of assets, loan or other payment was made under this paragraph (xxv), in which case an amount equal to 0.25 multiplied by the Incremental EBITDA Amount for such Ratio Period may be the subject of a distribution, dividend, transfer of assets loan or other payment under this paragraph (xxv) provided that if at any time after a Permitted Payment is made under this paragraph (xxv) a Permitted Credit Facility is prepaid or repaid in full or in part, a distribution, dividend, transfer of assets, loan or other payment may be made under this paragraph (xxv) in an amount equal to (x) if in full, the Credit Facility Excluded Amount; and (y) if in part, the lower of an amount equal to (1) the Credit Facility Excluded Amount and (2) the amount of the partial prepayment or repayment referred to above, in each case, at any time after the date of such repayment and notwithstanding any further Advance under a Permitted Credit Facility is made (including, in the case of a Revolving Facility or an Additional Revolving Facility, by way of Rollover Advance at the time of such repayment); (xxvi) in connection with any earn out; (xxvii) payments in relation to any tax losses received by any member of the Borrower Group from any member of the Wider Group provided that such payments shall only be made in relation to such tax losses in an amount equal to the amount of tax that would have otherwise been required to be paid by any member of the Borrower Group if those tax losses were not so received and such payment shall only be made in the tax year in which such losses are utilised by any member of the Borrower Group; (xxviii) payments to fund the purchase of any management equity which is subsequently transferred to other or new management (together with the purchase or repayment of any related loans) and/or to make other compensation payments to departing management; (xxix) payments in respect of Receivables Fees; (xxx) any purchase of receivables pursuant to any obligation of a seller of receivables in an asset securitisation programme or receivables factoring transaction to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defence, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller in connection with an asset securitisation programme or receivables factoring transaction; (xxxi) any payment for financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including without limitation in connection with loans, capital market transactions, hedging and other derivative transactions, acquisitions or divestitures, 211 152197039_18 which payments are approved by a majority of the members of the board of directors of Sunrise HoldCo III or a Permitted Affiliate Parent; (xxxii) reasonably required to consummate a Permitted Financing Action; (xxxiii) reasonably required to consummate any Post-Closing Reorganisation; (xxxiv) under commercial contracts entered into in the ordinary course of business between a member of the Borrower Group and a Restricted Person provided that such contracts are on arm’s length terms or on a basis that senior management of that member of the Borrower Group reasonably believes allocates costs fairly; (xxxv) (including by way of a dividend) to a Parent consisting of cash, any equity interests, property or other assets of any member of the Borrower Group that is, in each case held by that member of the Borrower Group for the sole purpose of transferring such cash, equity interest, property or other assets to another member of the Borrower Group; (xxxvi) to finance investments or other acquisitions by any Parent or any Affiliate of a Parent (other than a member of the Borrower Group) which would otherwise be permitted to be made under Clause 21.12 (Acquisitions and mergers) or Clause 21.15 (Loans and guarantees) if made by a member of the Borrower Group provided that: (A) such payments shall be made within 120 days of the closing of such investment or other acquisition; (B) such Parent or Affiliate of a Parent shall prior to or promptly following the date of such payment, cause: (1) all property acquired (whether assets or equity interests) to be contributed to a member of the Borrower Group; or (2) the merger, amalgamation, consolidation or sale of the person formed or acquired into a member of the Borrower Group in a manner not prohibited by this Agreement in order to consummate such investment or acquisition; (C) such Parent or Affiliate of a Parent receives no consideration or other payment in connection with such transaction other than if such consideration or other payment from a member of the Borrower Group is otherwise a Permitted Payment; and (D) any property received in connection with such transaction shall not constitute (i) a cure pursuant to Clause 22.4 (Cure provisions) or (ii) an Excluded Contribution, up to the amount of such Permitted Payment made under this Clause 21.14(c)(xxxvi); (xxxvii) payments in relation to any tax losses received by any member of the Borrower Group from any member of the Wider Group provided that such payments shall only be made in relation to tax losses in an amount 212 152197039_18 not exceeding, in any financial year, the greater of CHF 200,000,000 and 3% of Total Assets (with any unused amounts in any financial year being carried over to the next succeeding financial year); (xxxviii) in respect of a Permitted Business Division Transaction; (xxxix) in respect of an Acceptable Joint Venture; (xl) any payment made in connection with any start-up financing or seed funding provided that any such payments shall not exceed an aggregate value equal to the greater of CHF 75,000,000 and 1% of Total Assets; (xli) to any Designated Notes Issuer (as defined in the definition of Affiliate) in connection with any fees, costs, indemnity claims or other expenses payable to it in connection with transactions related to the issuance of any notes, bonds or other securities; (xlii) in connection with any transfer of the equity interests in a member of the Borrower Group provided that (A) the ratio of Senior Net Debt to Annualised EBITDA would not be greater than it was immediately prior to the relevant transfer and (B) such member of the Borrower Group whose equity interests have been transferred pursuant to this paragraph, becomes an Affiliate Subsidiary or member of the Borrower Group within 3 Business Days of such transfer; (xliii) following a Public Offering of Sunrise HoldCo III or a Permitted Affiliate Parent or any Parent, the declaration and payment by Sunrise HoldCo III, any Permitted Affiliate Parent or any Parent, or the making of any cash payments, advances, loans, dividends or distributions to any Parent to pay, dividends or distributions on the Capital Stock, common stock or common equity interests of Sunrise HoldCo III, any Permitted Affiliate Parent or any Parent; provided that the aggregate amount of all such dividends or distributions under this paragraph shall not exceed in any financial year the greater of (A) 6 per cent. of the Net Cash Proceeds of such Public Offering or subsequent equity offering by Sunrise HoldCo III or any Permitted Affiliate Parent or contributed to the capital of Sunrise HoldCo III or any Permitted Affiliate Parent by any Parent in any form other than Financial Indebtedness or Excluded Contributions and (B) following the Initial Public Offering, an amount equal to the greater of (1) 7 per cent. of the Market Capitalisation and (2) 7 per cent. of the IPO Market Capitalisation; and (xliv) in an aggregate amount outstanding at any time not to exceed the aggregate cash amount of Excluded Contributions, or consisting of non- cash Excluded Contributions, or Investments in exchange for or using as consideration Investments previously made under this Clause. (d) In the event that a Permitted Payment meets the criteria of more than one of the categories described in paragraph (c) above, Sunrise HoldCo III will be entitled to classify such Permitted Payment (or portion thereof) on the date of its payment


 
213 152197039_18 or later reclassify such Permitted Payment (or portion thereof) in any manner that complies with the covenant in this Clause. (e) The restriction contained in paragraph (a) above on the payment by any member of the Borrower Group of Management Fees shall cease to apply during such period as the applicable ratio for the purposes of Clause 22.2 (Financial Ratio) is 3.50:1 (or less), provided that no Management Fees may be paid by any member of the Borrower Group at any time after a Relevant Event has occurred and is continuing or if a Relevant Event would result from such payment. 21.15 Loans and guarantees Each Obligor (other than Sunrise HoldCo III Holdco, any Permitted Affiliate Holdco and any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt) will not, and will procure that no member of the Borrower Group will make any loans, grant any credit or give any guarantee in respect of Financial Indebtedness only, to or for the benefit of, or enter into any transaction having the effect of lending money to, any person, other than: (a) loans from a member of the Borrower Group to another member of the Borrower Group (or loan notes issued by one member of the Borrower Group and held by another member of the Borrower Group); (b) any credit given by a member of the Borrower Group to another member of the Borrower Group which arises by reason of cash pooling, set off or other cash management arrangements of the Borrower Group or other credits relating to services performed or allocation of expenses; (c) as permitted by Clause 21.13 (Restrictions on Financial Indebtedness); (d) liquidity loans of a type which is customary for asset securitisation programmes or other receivables factoring transactions, provided in connection with any asset securitisation programme or receivables factoring transaction otherwise permitted by Clause 21.11(b) (Disposals); (e) the provision of any Limited Recourse; (f) any counter guarantee in relation to any rental guarantee; (g) normal trade credit in the ordinary course of business; (h) guarantees given: (i) by any Obligor in respect of the liabilities of another Obligor; (ii) by a member of the Borrower Group in respect of the liabilities of an Obligor; (iii) by a member of the Borrower Group (which is not an Obligor) in respect of the liabilities of another member of the Borrower Group (which is not an Obligor); 214 152197039_18 (iv) by an Obligor in respect of the liabilities of any other member of the Borrower Group to the extent that such liabilities could have been incurred by such Obligor directly without breaching this Agreement; or (v) by an Obligor in respect of the liabilities of any other member of the Borrower Group which is not an Obligor provided that that other member of the Borrower Group must become an Additional Guarantor in accordance with Clause 30.8(a) (Additional Obligors) within 60 days of the granting of the guarantee made pursuant to this paragraph (v); (i) to the extent that the same constitute Permitted Payments or a Permitted Disposal (not being a Permitted Disposal of cash or cash equivalents); (j) any loans made by any member of the Borrower Group to its employees either: (i) in the ordinary course of its employees’ employment; or (ii) to fund the exercise of share options or the purchase of capital stock by its employees, directors, officers or consultants of the Borrower Group, provided that the aggregate principal amount of all such loans shall not at any time exceed CHF 10,000,000 (or its equivalent in other currencies); (k) any loan made by a member of the Borrower Group pursuant to either an Asset Passthrough or a Funding Passthrough; (l) any loans or credit granted by a SSN Finance Subsidiary as contemplated in the definition of “SSN Finance Subsidiary” or the on-lending by any Parent to Sunrise HoldCo III of the proceeds of an issuance of Senior Secured Notes; (m) any loan made by a member of the Borrower Group to a member of the Wider Group, where the proceeds of such loan are, or are to be (whether directly or indirectly) used: (i) to make payments to the indenture trustee for the Senior Unsecured Notes in respect of Senior Unsecured Notes Trustee Amounts (as such term is defined in the Intercreditor Agreement after the 2016 ICA Amendment Effective Date) in respect of the Senior Unsecured Notes; (ii) to make payments under the Senior Secured Notes Documents; (iii) provided that no Event of Default has occurred and is continuing or will occur as a result thereof, to fund Permitted Payments; or (iv) at any time after the occurrence of an Event of Default, to fund Permitted Payments to the extent not prohibited by the Intercreditor Agreement; (n) credit granted by any member of the Borrower Group to a member of the Wider Group, where the Financial Indebtedness outstanding thereunder relates to Intra- Group Services in the ordinary course of business; 215 152197039_18 (o) any loan granted as a result of a Subscriber being allowed terms, in the ordinary course of trade, whereby it does not have to pay for the services provided to it for a period after the provision of such services; (p) any Permitted Transaction; (q) any customary title guarantee given in connection with the assignment of leases where such assignment is permitted under Clause 21.11 (Disposals); (r) loans, the granting of credit, guarantees and other transactions having the effect of lending money (each a “Lending Transaction”) from a member of the Borrower Group, in connection with an acquisition by that member of the Borrower Group which is permitted by Clause 21.12 (Acquisitions and mergers), to the relevant person being acquired or one or more of its Subsidiaries, provided that: (i) no Lending Transaction may have a term longer than 12 months (including any extensions or refinancings of the original Lending Transaction); and (ii) the aggregate outstanding principal amount of all Lending Transactions (which principal amount shall be deemed to be no longer outstanding for this purpose at the time the beneficiary of the relevant Lending Transaction becomes a member of the Borrower Group upon completion of the relevant acquisition, provided such Lending Transaction was made to or in favour of the person acquired or its Subsidiaries) shall not exceed CHF 300,000,000 at any time; (s) any loans or credit granted in accordance with Clause 21.12 (Acquisitions and mergers); (t) Lending Transactions from a member of the Borrower Group to any person of the proceeds of equity subscribed by any Restricted Person in, or Subordinated Shareholder Loans provided to, directly or indirectly, such member of the Borrower Group (other than any such proceeds which are otherwise applied in mandatory prepayment of any or all Facilities under this Agreement or otherwise); (u) any loans or other credit made available to Asset Securitisation Subsidiaries and any notes issued by, and other amounts payable over time, by a purchaser of receivables in relation to any asset securitisation programme or receivables factoring transaction using a deferred purchase price structure including amounts payable pursuant to financing or operating leases; (v) advances in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of the relevant member of the Borrower Group; (w) Lending Transactions by any member of the Borrower Group to any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; 216 152197039_18 (x) Lending Transactions by any member of the Borrower Group constituting (i) facilities or services related to cash management, cash pooling, treasury, depository, overdraft, credit or debit card, p-cards (including purchasing cards or commercial cards), electronic funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade financial services or other cash management and cash pooling arrangements and (ii) daylight exposures of any member of the Borrower Group in respect of banking and treasury arrangements entered into in the ordinary course of business; (y) other than in respect of Financial Indebtedness, guarantees given by persons or undertakings acquired pursuant to a Permitted Acquisition; (z) any deferred consideration on Permitted Disposals up to 25 per cent. of the sale consideration; (aa) loans made in connection with any start-up financing or seed funding; provided the aggregate outstanding amount of such loans shall not at any time exceed an amount equal to the greater of (i) CHF 75,000,000 and (ii) 1% of Total Assets; (bb) any guarantee of any Financial Indebtedness of any Parent that is given by an Affiliate Subsidiary or another member of the Borrower Group provided that (i) on the date of incurrence of such guarantee the ratio of Total Net Debt to Annualised EBITDA on a pro forma basis would not exceed 5.50:1 (provided that outstanding Total Net Debt for the purpose of calculating such ratio under this paragraph shall include any Financial Indebtedness represented by guarantees by any member of the Borrower Group of Financial Indebtedness of any Parent), (ii) such guarantee is expressed to be subordinated to the liabilities of such Affiliate Subsidiary or other member of the Borrower Group (as applicable) under the Finance Documents and (iii) no Event of Default is continuing or occurs as a result of such Financial Indebtedness of that Parent being raised or issued; (cc) in relation to any Permitted Business Division Transaction; (dd) in relation to any Acceptable Joint Venture; (ee) any loans or guarantees relating to Excess Capacity Network Services provided that the price payable to any member of the Borrower Group in relation to such Excess Capacity Network Services is no less than the Cost incurred by the relevant member of the Borrower Group in providing such Excess Capacity Network Services; (ff) any guarantees or similar undertakings granted by any member of the Borrower Group in favour of any tax authority in respect of any obligations of a member of the Borrower Group in respect of tax in order to facilitate the winding up of any member of the Borrower Group provided that the Facility Agent shall have first received confirmation from Sunrise HoldCo III that based on discussions with such tax authority and Sunrise HoldCo III’s reasonable assumptions, Sunrise HoldCo III does not believe that the liability under such guarantee will exceed CHF 15,000,000 (such confirmation to be supported by a letter from


 
217 152197039_18 Sunrise HoldCo III’s auditors for the time being, confirming that based on Sunrise HoldCo III’s calculations of such tax liability Sunrise HoldCo III’s confirmation is a reasonable assessment of such tax liability); (gg) loans made, credit granted or guarantees given by any member of the Borrower Group not falling within this Clause 21.15, in an aggregate outstanding amount not exceeding at any time the greater of CHF 100,000,000 (or its equivalent in other currencies) and two per cent. of Total Assets; and (hh) any loan made or credit given to any person that acquires receivables directly or indirectly from any member of the Borrower Group in connection with any asset securitisation programme or receivables factoring transaction. 21.16 Environmental matters Each Obligor (other than Sunrise HoldCo III Holdco, any Permitted Affiliate Holdco and any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt) will and will procure that each of its Subsidiaries which is a member of the Borrower Group will: (a) (i) obtain all requisite Environmental Licences, (ii) comply with the terms and conditions of all Environmental Licences applicable to it and (iii) comply with all other applicable Environmental Law, in each case where failure to do so would or is reasonably likely to have a Material Adverse Effect; and (b) promptly upon receipt of the same, notify the Facility Agent and the Security Agent of any claim, notice or other communication served on it in respect of any alleged breach of, or corrective or remedial obligation or liability under, any Environmental Law which, if substantiated, would or is reasonably likely to have a Material Adverse Effect. 21.17 Insurance Each Obligor (other than Sunrise HoldCo III Holdco, any Permitted Affiliate Holdco and any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt) will, and will procure that each of its Material Subsidiaries which is a member of the Borrower Group will maintain insurance cover of a type and level which a prudent person in the same business would effect. 21.18 Intellectual Property Rights Except as otherwise permitted by this Agreement, each Obligor (other than Sunrise HoldCo III Holdco, any Permitted Affiliate Holdco and any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt) will, and will procure that each of its Subsidiaries which is a member of the Borrower Group will: (a) make such registrations and pay such fees and similar amounts as are necessary to keep registered those Intellectual Property Rights owned by any member of the Borrower Group and which are material to the conduct of the business of the Borrower Group as a whole from time to time; 218 152197039_18 (b) take such steps as are necessary and commercially reasonable (including, without limitation, the institution of legal proceedings) to prevent third parties infringing those Intellectual Property Rights referred to in paragraph (a) above and (without prejudice to paragraph (a) above) take such other steps as are reasonably practicable to maintain and preserve its interests in those rights, except where failure to do so will not have or be reasonably likely to have a Material Adverse Effect; (c) ensure that any licence arrangements in respect of the Intellectual Property Rights referred to in paragraph (a) above entered into with any third party are entered into on arm’s length terms and in the ordinary course of business (which shall include, for the avoidance of doubt, any such licensing arrangements entered into in connection with outsourcing on normal commercial terms) and will not have or be reasonably likely to have a Material Adverse Effect; (d) not permit any registration of any of the Intellectual Property Rights referred to in paragraph (a) above to be abandoned, cancelled or lapsed or to be liable to any claim of abandonment for non-use or otherwise to the extent the same would or is reasonably likely to have a Material Adverse Effect; and (e) pay all fees, and comply with each of its material obligations under, any licence of Intellectual Property Rights which are material to the conduct of the business of the Borrower Group as a whole from time to time. 21.19 Share capital Each Obligor that is a member of the Borrower Group (other than Sunrise HoldCo III Holdco, any Permitted Affiliate Holdco and any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt) will not, and will procure that no member of the Borrower Group (other than in respect of such other members of the Borrower Group in order to permit a solvent reorganisation permitted under Clause 21.12(b)(v) (Acquisitions and mergers) or a solvent liquidation permitted under Clause 21.29 (Internal Reorganisations)) will, reduce its capital or purchase or redeem any class of its shares or any other ownership interest in it, except (a) to the extent the same constitutes a Permitted Transaction, (b) where all of the share capital of such member of the Borrower Group is held by one or more other members of the Borrower Group, (c) in respect of a nominal amount, (d) to the extent the same constitutes a Permitted Payment or in the case of members of the Borrower Group other than the Obligors, is otherwise permitted by Clause 21.14 (Restricted Payments), (e) any payment to an Obligor (or, if not paid directly, results in the creation of a receivable from an Obligor or member of the Borrower Group towards the Obligor effecting the capital decrease or share redemption), (f) to the extent it is a payment by a non-Obligor to another non-Obligor, (g) to the extent it is carried out through an incorporation of losses, or (h) to the extent it relates to the cancellation of the share capital of any member of the Borrower Group or any Obligor. 219 152197039_18 21.20 [Reserved] 21.21 Share security Each Obligor (other than Sunrise HoldCo III Holdco, any Permitted Affiliate Holdco and any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt) will not, and will procure that no member of the Borrower Group will, issue any shares of any class provided that: (a) notwithstanding paragraph (b) below, an Obligor (other than UPC Broadband, Sunrise FinCo II, Sunrise HoldCo III Holdco, any Permitted Affiliate Holdco or any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt) may issue shares to any person other than a member of the Borrower Group and shall not be required to procure that such shares are charged or pledged in favour of the Beneficiaries, provided that such share issue does not result in a Change of Control; (b) any member of the Borrower Group may issue shares to or otherwise acquire additional rights from any other member of the Borrower Group so long as (if any of the existing shares in the relevant member of the Borrower Group are charged or pledged in favour of any Beneficiary) such shares are charged or pledged in favour of the Beneficiaries pursuant to the terms of a Security Document within 60 days of the date that such shares are issued and there are delivered at the same time to the Security Agent the relevant share certificates and blank stock transfer forms (or equivalent documents) in respect thereof together with such other documents and evidence and legal opinions as the Security Agent may reasonably require; (c) Sunrise HoldCo III and Sunrise FinCo II may issue shares to Sunrise HoldCo III Holdco provided that such shares are charged or pledged in favour of the Beneficiaries pursuant to the terms of a Security Document and there are delivered at the same time to the Security Agent the relevant share certificates and blank stock transfer forms (or equivalent documents) in respect thereof together with such other documents and evidence and legal opinions as the Security Agent may reasonably require provided that the Facility Agent (acting in its sole discretion) may elect to waive the requirements of this Clause 21.21(c) (Share security) if Sunrise HoldCo III gives an undertaking in a form reasonably satisfactory to it that such requirements will be satisfied within 60 days of the date that such shares are issued; (d) any member of the Borrower Group may issue shares pursuant to the exercise of Approved Stock Options; (e) a member of the Borrower Group may issue shares as part of an Acquisition or merger or consolidation permitted by Clause 21.12 (Acquisitions and mergers), provided that the issue of such shares does not cause a Change of Control; (f) a member of the Borrower Group (other than an Obligor) may issue shares to all the holders of the share capital of such member of the Borrower Group pro rata to their interests in such share capital provided that, if any existing shares in that member of the Borrower Group are charged or pledged in favour of any 220 152197039_18 Beneficiary under any Security Document, the shares that are issued to any other member of the Borrower Group, LGEF or any LGEF Subsidiary are charged or pledged in favour of the Beneficiaries within 60 days of the date that such shares are issued as provided in paragraph (b) above; and (g) any member of the Borrower Group (other than Sunrise HoldCo III or Sunrise FinCo II) may issue shares to any person pursuant to any agreement or other legally binding arrangement existing, and disclosed to the Facility Agent in writing, on or before the Signing Date, provided that such share issue does not result in a Change of Control. 21.22 [Reserved] 21.23 [Reserved] 21.24 Constitutive documents Each Obligor will not, and will procure that no member of the Borrower Group will, amend its constitutive documents in any way which would or is reasonably likely to materially adversely affect (in terms of value, enforceability or otherwise) any charge or pledge over the shares or partnership interest of any member of the Borrower Group granted to the Beneficiaries pursuant to the Security Documents. 21.25 ERISA (a) Each Obligor must ensure that it shall not at any time establish, maintain, contribute to, or be required or permitted to contribute to, any Plan, or become a guarantor with respect to any Plan. (b) No Obligor will take any action that it knows is reasonably likely to cause it to incur any liability in respect of any Plan of an ERISA Affiliate. 21.26 Sunrise Financing (a) Each Borrower will ensure that the proceeds of any loan made to Sunrise Financing by Sunrise HoldCo III or Sunrise FinCo II and the proceeds of any drawing made by Sunrise Financing shall be (i) used to prepay or repay any third party Financial Indebtedness to the extent not prohibited under this Agreement or (ii) invested by way of intercompany loan or equity subscription in one or more other members of the Borrower Group within five Business Days of receipt of such proceeds or, as the case may be, the relevant Utilisation Date. (b) Each Obligor (other than Sunrise HoldCo III Holdco, any Permitted Affiliate Holdco and any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt) will ensure that, in accordance with the terms of any pledge of intercompany loans made by Sunrise Financing, any intercompany loan made by Sunrise Financing to any Obligor or any Subsidiary of an Obligor which is a member of the Borrower Group is made on bona fide arm’s length commercial terms or on terms which are fair and reasonable and in the best interests of Sunrise Financing and entered into in good faith.


 
221 152197039_18 21.27 Content Transaction (a) Notwithstanding any other provisions of this Agreement, no Content Transaction shall be restricted by (nor deemed to constitute a utilisation of any of the permitted exceptions to) any provision of this Agreement, neither shall the implementation of any Content Transaction constitute a breach of any provision of any Finance Document, provided that: (i) the cash proceeds of any Content Transaction are applied in accordance with Clause 10.5 (Mandatory prepayment from disposal proceeds); (ii) after giving pro forma effect for such Content Transaction: (A) the ratio of Total Net Debt to Annualised EBITDA does not exceed 5.50:1; and (B) the ratio of Senior Net Debt to Annualised EBITDA does not exceed 4.50:1; and (iii) at the time of completion of such Content Transaction, no Event of Default has occurred and is continuing and no Event of Default would occur as a result of such Content Transaction. (b) Any Joint Venture established pursuant to a Content Transaction shall thereafter not be subject to any restrictions under this Agreement. 21.28 Asset Security Release (a) Following receipt by the Lenders of the Lender Asset Security Release Confirmation, the Security Agent shall (which each Lender hereby acknowledges and agrees has been delivered to it or shall be deemed to have been delivered to it on or prior to the 2021 Amendment Effective Date) (and it is hereby authorised by the other Finance Parties (including, if applicable, in their capacities as Hedge Counterparties) to) be irrevocably authorised by the Lenders to execute such documents as may be required to ensure that the Security (other than (i) any Security required to be granted under paragraph (b)(ii) of the definition of “80% Security Test” and (ii) any Security provided over any account in connection with a Borrower providing cash cover for a Documentary Credit or an Ancillary Facility pursuant to Clause 6.9(a) (Cash Cover by Borrower) and Clause 1.2(a)(iv) (Construction)) is released. (b) The Lenders shall procure that any of their Affiliates that are Hedge Counterparties shall, at the request of Sunrise HoldCo III at any time, enter into all documentation that is necessary or desirable to ensure that, subject to obtaining the consent to the extent necessary of any applicable party to the Intercreditor Agreement (and, prior to the 2016 ICA Amendment Effective Date, the Existing Intercreditor Deed) that is not a Party (or an Affiliate of a Party that is a Hedge Counterparty) the Security (other than (i) any Security required to be granted under paragraph (b)(ii) of the definition of “80% Security Test” and (ii) any Security provided over any account in connection with a Borrower providing cash cover for a Documentary Credit or an Ancillary Facility pursuant to Clause 222 152197039_18 6.9(a) (Cash Cover by Borrower) and Clause 1.2(a)(iv) (Construction)) is released. 21.29 Internal Reorganisations (a) No Obligor shall (for these purposes, a “Predecessor Obligor”), without the prior written consent of the Majority Lenders, liquidate on a solvent basis any Borrower, any Obligor that is a Material Subsidiary or Sunrise HoldCo III (a “Solvent Liquidation”) unless: (i) on or prior to the Solvent Liquidation, a person (the “Successor Entity”) acquires substantially all of the assets and assumes substantially all of the liabilities of the Predecessor Obligor (a “Liquidation Transfer”), excluding any rights under contracts that cannot be assigned or liabilities that will be satisfied or released upon the Solvent Liquidation, on an arms’ length basis and for full consideration; (ii) the Successor Entity is organised in the same jurisdiction as that in which the Predecessor Obligor is organised and is either: (A) an existing Obligor; or (B) a Subsidiary of Sunrise HoldCo III or a Subsidiary of any Permitted Affiliate Parent that is entitled to become (and subsequently does become) an Obligor in accordance with the provisions of Clause 30.8 (Additional Obligors); (iii) the Successor Entity does not incur any additional material liabilities in connection with the Solvent Liquidation other than those which are to be transferred to it by the Predecessor Obligor but which did not arise directly as a result of the Solvent Liquidation; (iv) to the extent previously provided in respect of the shares or the assets of the Predecessor Obligor, the Finance Parties are granted a first ranking Security Interest over the shares and/or assets of the Successor Entity (but only, in the case of any Predecessor Obligor other than Sunrise HoldCo III, to the extent required in order to comply with the 80% Security Test); (v) no Event of Default has occurred and is continuing or would arise from the Liquidation Transfer or the Solvent Liquidation; and (vi) immediately after the Solvent Liquidation, the following documents are delivered to the Facility Agent each in a form previously approved by the Facility Agent (acting on the instructions of the Majority Lenders): (A) copies of solvency declarations of the directors of the Successor Entity confirming to the best of their knowledge and belief, that the Successor Entity was balance sheet solvent immediately prior to and after the Solvent Liquidation, accompanied by any report by the auditors or other advisers of the relevant Successor Entity on which such directors have relied for the purposes of giving such declaration; 223 152197039_18 (B) copies of the resolutions of the Predecessor Obligor and the Successor Entity (to the extent required by law) approving the Liquidation Transfer and/or the Solvent Liquidation (as applicable); (C) copies of the statutory declarations of the directors of the Predecessor Obligor (to the extent required by law) given in connection with Solvent Liquidation; (D) a copy of the executed transfer agreement relating to the Liquidation Transfer; and (E) a legal opinion from the Successor Entity’s counsel confirming (1) the due capacity and incorporation of each of the Successor Entity and the Predecessor Obligor, (2) the power and authority of the Successor Entity to enter into and perform its obligations under this Agreement and any other Finance Document to which it is a party and (3) that the transfer agreement giving effect to the Liquidation Transfer is legally binding and enforceable in accordance with its terms. (b) The solvent liquidation or dissolution of any member of the Borrower Group (other than any Borrower and Sunrise HoldCo III) shall be permitted provided that any payments or assets distributed as a result of such solvent liquidation or dissolution are distributed to other members of the Borrower Group. (c) The solvent reorganisation of any member of the Borrower Group (other than any Borrower and Sunrise HoldCo III) shall be permitted provided that any payments or assets distributed as a result of such solvent reorganisation are distributed to other members of the Borrower Group. 21.30 Limited Condition Transaction (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of Sunrise HoldCo III, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreement (or other relevant definitive documentation) for such Limited Condition Transaction is entered into. For the avoidance of doubt, where Sunrise HoldCo III has exercised its option under the first sentence of this paragraph (a) and any Default or Event of Default occurs following the date that such definitive agreement for a Limited Condition Transaction is entered into prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted under this Agreement. 224 152197039_18 (b) In connection with any action being taken in connection with a Limited Condition Transaction for purposes of determining compliance with any provision of this Agreement which requires the calculation of any financial ratio or test, including the ratio of Senior Net Debt to Annualised EBITDA or Total Net Debt to Annualised EBITDA, or testing baskets set forth in this Agreement including baskets measured as a percentage or multiple, as applicable, of Total Assets or Annualised EBITDA, in each case, at the option of Sunrise HoldCo III (Sunrise HoldCo III’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether such action is permitted under this Agreement shall be deemed to be the date of the definitive agreement (or other relevant definitive documentation) for such Limited Condition Transaction is entered into (the “LCT Test Date”) provided that Sunrise HoldCo III shall be entitled to subsequently elect, in its sole discretion, the date of consummation of such Limited Condition Transaction instead of the LCT Test Date as the applicable date of determination and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Financial Indebtedness and the use of proceeds thereof), as are appropriate and consistent with the pro forma adjustment provisions set forth in this Agreement, Sunrise HoldCo III, a Permitted Affiliate Parent or any member of the Borrower Group could have taken such action on the relevant LCT Test Date in compliance with the relevant ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. (c) If Sunrise HoldCo III has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Annualised EBITDA or Total Assets, of Sunrise HoldCo III, a Permitted Affiliate Parent and any member of the Borrower Group or the person or assets subject to the Limited Condition Transaction (as if each reference to Sunrise HoldCo III or a member of the Borrower Group in such definitions was to such person or assets) at or prior to the consummation of the relevant transaction or action, such ratios, tests or basket amounts will not be deemed to have been exceeded as a result of such fluctuations. If Sunrise HoldCo III has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, test or basket availability under this Agreement on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Financial Indebtedness and the use of proceeds thereof) have been consummated. 21.31 Margin Stock No Obligor is engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System of the


 
225 152197039_18 United States), or extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance will be used for any purpose that violates Regulation U. 21.32 Group Redesignation Sunrise HoldCo III may at any time deliver a notice (a “Group Redesignation Notice”) to the Facility Agent designating any Holding Company of Sunrise HoldCo III and/or any Holding Company of any Permitted Affiliate Parent as a “New Group Topco” for the purposes of this Agreement provided that taking into account any actions to be taken by Sunrise HoldCo III for the benefit of the Lenders, it would not be materially prejudicial to the interests of the Lenders in the opinion of the Facility Agent (acting reasonably). 22. FINANCIAL COVENANT 22.1 Financial definitions In this Clause 22: “Annualised EBITDA” means: (a) for the purposes of the definition of Permitted Acquisition and Clause 21.11 (Disposals) in respect of any person, if the L2QA Test Period applies in accordance with the definition of “Ratio Period”, two times EBITDA of that person (calculated on a consolidated basis) for that Ratio Period, and if Sunrise HoldCo III has made an LTM Test Period election in accordance with the definition of “Ratio Period”, EBITDA of that person (calculated on a consolidated basis) for that Ratio Period; and (b) for all other purposes, in respect of any Ratio Period, if the L2QA Test Period applies in accordance with the definition of “Ratio Period”, two times EBITDA of the Borrower Group for that Ratio Period, and if Sunrise HoldCo III has made an LTM Test Period election in accordance with the definition of “Ratio Period”, EBITDA of the Borrower Group for that Ratio Period, provided that, at the option of Sunrise HoldCo III, Annualised EBITDA may be determined for any person or the Borrower Group (as applicable) based on (i) the internal financial statements of the Reporting Entity available immediately preceding the date of determination of Annualised EBITDA or (ii) the financial statements of the Reporting Entity most recently available under paragraph (a) of Clause 21.2 (Financial information). “EBITDA” means, in relation to any Ratio Period, operating income (expense) plus, at the option of Sunrise HoldCo III (except with respect to paragraphs (a) and (b) below): (a) depreciation; (b) amortisation; (c) all stock based compensation expenses; 226 152197039_18 (d) other non-cash impairment charges; (e) any extraordinary, one-off, non-recurring, exceptional or unusual gain, loss, expense or charge including any one-off reorganisation or restructuring charges; (f) non-cash charges; (g) direct or related acquisition, disposal, recapitalisation, debt incurrence or equity offering costs; (h) losses (gains) on the sale of operating assets; (i) the effects of adjustments under Relevant Accounting Principles attributable to the application of recapitalisation accounting or acquisition accounting, as the case may be, in relation to any consummated merger or acquisition or joint venture investment or the amortisation or write-off or write-down of amounts thereof, net of taxes; (j) any adjustments to reduce the impact of the cumulative effect of a change in accounting principles or policies and changes as a result of the adoption or modification of accounting principles or policies; (k) Specified Legal Expenses (as defined in this Clause 22.1 (Financial Definitions)); (l) any stock based or other equity based compensation exercise; (m) the amount of loss on the sale of any assets or transfer of assets in connection with an asset securitisation programme, receivables factoring transaction or other receivable transaction; (n) any accrued Management Fees (whether or not paid); (o) any Holding Company Expenses paid to the extent that they were permitted to be paid under this Agreement for such Ratio Period; (p) any net earnings or losses attributable to non-controlling interests; (q) any share of income or loss on equity investments; (r) deferred financing cost written off and premiums paid to extinguish debt early; (s) unrealised gains/losses in respect of hedging; (t) tangible or intangible asset impairment charges; (u) capitalised interest on Subordinated Shareholder Loans; (v) accruals and reserves established or adjusted within twelve months after the closing date of any acquisition required to be established or adjusted in accordance with the Relevant Accounting Principles; 227 152197039_18 (w) any expense to the extent covered by insurance or indemnity and actually reimbursed; (x) any realised and unrealised gains and losses due to changes in the fair value of equity investments; (y) any up front installation fees associated with commercial contract installations completed during the applicable Ratio Period (less any portion of such fees included in earnings); (z) any fees or other amounts charged or credited to Sunrise HoldCo III, and the Guarantors related to Intra-Group Services; (aa) any fees and related expenses in relation to any Intra-Group Services paid during the applicable Ratio Period to any Restricted Person; (bb) to the extent not already included in operating income, the amount received from business interruption insurance and reimbursements of any expenses covered by indemnification or other reimbursement in connection with a permitted acquisition, investment or disposal of assets; (cc) earn out payments to the extent such payments are treated as capital payments under Relevant Accounting Principles; (dd) realised gains (losses) (to the extent not already included) arising out of the maturity or on termination of forward foreign exchange or other currency hedging contracts entered into with respect to operational cash flows; (ee) Receivables Fees; (ff) any charges or costs in relation to any long-term incentive plan and any interest component of pension or post-retirement benefits schemes; and (gg) any gross margin (revenue minus costs of goods sold) recognised by any Affiliate of Sunrise HoldCo III in relation to the sale of goods and services relating to the Business. For the avoidance of doubt, as a result of US GAAP purchase accounting adjustments, certain deferred revenues on the balance sheet of Cablecom GmbH were required to be written off. Sunrise HoldCo III shall, when calculating EBITDA, have the option to include revenues that would have been recognised had this US GAAP purchase accounting not taken place. “Interest” means: (a) interest and amounts in the nature of interest (including, without limitation, the interest element of finance leases) accrued; (b) discount fees and acceptance fees payable or deducted in respect of any Financial Indebtedness (including all commissions payable in connection with any letter of credit); and 228 152197039_18 (c) any net payment (or, if appropriate in the context, receipt) under any interest rate hedging agreement or instrument (including without limitation under the Hedging Agreements), taking into account any premiums payable. “Ratio Period” means each period of approximately six months covering two quarterly Accounting Periods of the Borrower Group ending on each date to which each set of financial statements required to be delivered under Clause 21.2(a)(i) or (ii) (Financial information) are prepared (“L2QA Test Period”), provided that Sunrise HoldCo III may make an election to establish that “Ratio Period” means each period of approximately 12 months covering four quarterly Accounting Periods of the Borrower Group ending on each date to which each set of financial statements required to be delivered under Clause 21.2(a)(i) or (ii) (Financial information) are prepared (“LTM Test Period”) (and if such an LTM Test Period election has been made, Sunrise HoldCo III may not elect to change from LTM Test Period back to the L2QA Test Period). “Senior Debt” means at any time, the consolidated Financial Indebtedness of the Borrower Group (together with the Reserved Indebtedness Amount at such time) excluding: (a) any Financial Indebtedness of any member of the Borrower Group to another member of the Borrower Group (including contingent obligations), to the extent not prohibited under this Agreement; (b) any Financial Indebtedness arising by reason only of mark to market fluctuations in respect of interest rate and foreign exchange rate hedging arrangements since the original date on which such hedging arrangements were consummated; (c) any Financial Indebtedness referred to in Clauses 21.13(b)(viii), 21.13(b)(xii), 21.13(b)(xiii), 21.13(b)(xxix) and 21.13(b)(xxxiv) (Restrictions on Financial Indebtedness); (d) any Financial Indebtedness referred to in Clause 21.13(b)(xi) or 21.13(b)(xxxii) (Restrictions on Financial Indebtedness), for a period of six months following the date of completion of an acquisition referred to in Clause 21.13(b)(xi) or 21.13(b)(xxxii) (Restrictions on Financial Indebtedness) only; (e) any Financial Indebtedness up to a maximum amount equal to the Credit Facility Excluded Amount (or its equivalent in other currencies) at the relevant time incurred under a Permitted Credit Facility; (f) any Financial Indebtedness which is a contingent obligation; (g) any Financial Indebtedness under any Subordinated Shareholder Loans; (h) any Financial Indebtedness incurred under Production Facilities to the extent that recourse to the Borrower Group in respect of such Financial Indebtedness is limited to the assets funded by such Production Facilities; and (i) other than for the purposes of the calculation of Total Debt, any Subordinated Obligations or other second lien ranking Financial Indebtedness (to the extent


 
229 152197039_18 that such Subordinated Obligations or other second lien ranking Financial Indebtedness constitutes Permitted Financial Indebtedness). “Senior Net Debt” means, at any time, Senior Debt less Cash and Cash Equivalent Investments of the Borrower Group at that time. “Specified Legal Expenses” means, to the extent not constituting an extraordinary, non-recurring or unusual loss, charge or expense, all attorneys’ and experts’ fees and expenses and all other costs, liabilities (including all damages, penalties, fines and indemnification and settlement payments) and expenses paid or payable in connection with any threatened, pending, completed or future claim, demand, action, suit, proceeding, inquiry or investigation (whether civil, criminal, administrative, governmental or investigative). “Total Debt” means, at any time, the aggregate amount of: (a) Senior Debt; (b) Financial Indebtedness of each other member of the UGCE Borrower Group, but excluding any Financial Indebtedness (i) owing between members of the UGCE Borrower Group and (ii) owing between members of the UGCE Borrower Group and a member of the Wider Group (other than a member of the UGCE Borrower Group); and (c) Holdco Debt outstanding from time to time. “Total Net Debt” means, at any time, Total Debt less Cash and Cash Equivalent Investments at that time. 22.2 Financial Ratio (a) Subject to Clause 23.5 (Cross default), in the event that on the last day of a Ratio Period the aggregate of the relevant Revolving Facility Outstandings, the Outstandings under any Additional Revolving Facility (in each case, other than Documentary Credits that are cash collateralised or undrawn) and any net indebtedness under each Ancillary Facility less cash of the Borrower Group exceeds an amount equal to 50 per cent. of the aggregate of the relevant Revolving Facility Commitments, the Additional Facility Commitments in relation to any Additional Revolving Facilities and each Ancillary Facility Commitment (the “Financial Ratio Test Condition”), Sunrise HoldCo III shall procure that the ratio of Senior Net Debt to Annualised EBITDA on that day (the “Financial Ratio”) shall not exceed 5.00:1 unless otherwise agreed in writing by the Composite Revolving Facility Instructing Group and Sunrise HoldCo III. (b) If the financial ratio set out in paragraph (a) above has been breached for a Ratio Period but is complied with on the last day of the next Ratio Period (either because the Financial Ratio Test Condition is not met for that next Ratio Period or because the Financial Ratio does not exceed 5.00:1 for that next Ratio Period), then, the prior breach of such financial ratio or any Event of Default arising therefrom shall not (or shall be deemed to not) directly or indirectly constitute, 230 152197039_18 or result in, a breach of any representation, warranty, undertaking or other term in the Finance Documents or a Default or an Event of Default unless the Facility Agent has taken any action under Clause 23.19 (Maintenance Covenant Revolving Facility Acceleration) before the delivery of the certificate referred to at paragraph (a)(iii)(B) of Clause 21.2 (Financial information) in respect of the next Ratio Period. 22.3 Calculations (a) For the purposes of Clause 22.2 (Financial Ratio), Senior Net Debt for any Ratio Period will be calculated on the basis of Senior Net Debt outstanding on the last day of that Ratio Period. (b) For the purposes of testing compliance with the financial ratio set out in this Clause 22 (Financial Covenant), testing any other financial ratio in this Agreement or calculating EBITDA in connection with any transaction, investment, acquisition, disposition, restructuring, corporate reorganisation or otherwise: (i) calculations shall be determined in good faith by a responsible financial or accounting officer and are made on a pro forma basis giving effect to all material acquisitions and disposals made by the Borrower Group (including in respect of anticipated expense and cost reductions) and including as a result of, or that would result from, any actions taken, committed to be taken or with respect to which substantial steps have been taken, by Sunrise HoldCo III or any other member of the Borrower Group including in connection with any cost reduction synergies or cost savings plan or program or in connection with any transaction, investment, acquisition, disposition, restructuring, corporate reorganisations or otherwise (regardless of whether these cost savings and cost reduction synergies could then be reflected in pro forma financial statements to the extent prepared); (ii) unless otherwise specified in this Agreement, all references to Annualised EBITDA shall be for the Latest Ratio Period (as defined in Clause 21.11(d) (Disposals)); (iii) EBITDA for the relevant period will be calculated after giving pro forma effect thereto as if any incurrence, repayment, transaction, investment, acquisition, disposition, restructuring, corporate reorganisation or otherwise occurred on the first day of such period; (iv) interest on any indebtedness that bears interest at a floating rate and that is being given pro forma effect shall be calculated as if the rate in effect on the date of calculation had been applicable for the entire period (taking into account any hedging in respect of such indebtedness); and (v) in connection with any Limited Condition Transaction, the Annualised EBITDA and all outstanding Financial Indebtedness of any company or business division or other assets to be acquired or disposed of pursuant 231 152197039_18 to a signed purchase agreement (which may be subject to one or more conditions precedent) may be given pro forma effect. (c) For the purposes of calculating Annualised EBITDA for any period (or part of any period) or Total Assets in respect of which the relevant financial information does not include one or more members of the Borrower Group on a consolidated basis, the financial information available for such members of the Borrower Group on an unconsolidated basis for that period (or part of that period) may be used to calculate Annualised EBITDA or Total Assets (as applicable) for the Borrower Group on a combined basis. 22.4 Cure provisions (a) Sunrise HoldCo III may cure a breach of the financial ratio set out in Clause 22.2 (Financial Ratio) by procuring that: (i) additional equity is injected into, and/or additional Subordinated Shareholder Loans are provided to, one or more members of the Borrower Group in an aggregate amount equal to or greater than the amount which if it had been deducted from Senior Net Debt for the Ratio Period in respect of which the breach arose, would have avoided the breach; (ii) additional equity is injected, and/or additional Subordinated Shareholder Loans are provided to, one or more members of the Borrower Group in an aggregate amount equal to or greater than the amount which if it had been added to EBITDA for the Ratio Period in respect of which the breach arose, would have avoided the breach; (iii) any Revolving Facility Outstandings, Outstandings under any Additional Revolving Facility and/or net indebtedness under any Ancillary Facility are prepaid (from any source selected by Sunrise HoldCo III in its sole discretion) in an amount which if such prepayment had occurred immediately prior to the calculation on the last day of the Ratio Period in respect of which the breach arose, the Financial Ratio Test Condition as at the last day of that Ratio Period would have not been met and therefore the financial ratio would not have been required to be tested; (iv) non-cash assets are contributed to one or more members of the Borrower Group in an aggregate amount (determined by reference to such non- cash assets’ fair market value (as determined by Sunrise HoldCo III in good faith)) equal to or greater than the amount which if it had been deducted from Senior Net Debt for the Ratio Period in respect of which the breach arose, would have avoided the breach; or (v) non-cash assets are contributed to one or more members of the Borrower Group in an aggregate amount (determined by reference to such non- cash assets’ EBITDA (as determined by Sunrise HoldCo III in good faith)) equal to or greater than the amount which if it had been added to 232 152197039_18 EBITDA for the Ratio Period in respect of which the breach arose, would have avoided the breach. (b) A cure under this Clause 22.4 will not be effective unless: (i) in the case of paragraphs (a)(i), (a)(ii), (a)(iv) and (a)(v) an amount equal to or greater than the required amount of additional equity, the proceeds of any Subordinated Shareholder Loans, the EBITDA of the non-cash assets or the amount of non-cash assets (as applicable) are received by one or more members of the Borrower Group; or (ii) in the case of paragraph (a)(iii) above, any Revolving Facility Outstandings, Outstandings under any Additional Revolving Facility and/or net indebtedness under any Ancillary Facility that are required to be prepaid are so repaid, in each case, within 30 Business Days of delivery of the financial statements delivered under Clause 21.2 (Financial information) which show that Clause 22.2 (Financial Ratio) has been breached (“Cure Period”). (c) No cure may be made under this Clause 22.4: (i) in respect of more than five Ratio Periods during the life of the Additional Facilities; or (ii) in respect of consecutive Ratio Periods. (d) Sunrise HoldCo III shall make an election (at its sole discretion) by notice to the Facility Agent prior to the end of the Cure Period as to whether a breach of the financial ratio set out in Clause 22.2 (Financial Ratio) shall be cured pursuant to a recalculation as described in either sub-paragraph (a)(i), (a)(ii), (a)(iii), (a)(iv) or (a)(v) above. (e) If Sunrise HoldCo III makes an election for a recalculation as described in sub- paragraphs (a)(i), (a)(ii), (a)(iv) and (a)(v) above, it shall be under no obligation to apply the amount of additional equity, the proceeds of any Subordinated Shareholder Loans, the EBITDA of non-cash assets or the amount of non-cash assets that are received by one or more members of the Borrower Group in prepayment of the Facilities or for any other specific purpose and such amount will be deemed to be deducted from Senior Net Debt or added to EBITDA for the purposes of Clause 22.2 (Financial Ratio) (as applicable) as at the last day of the relevant Ratio Period. (f) If Sunrise HoldCo III makes an election for a recalculation as described in sub- paragraph (a)(iii) above, the amount of any Revolving Facility Outstandings, Outstandings under any Additional Revolving Facility and/or net indebtedness under any Ancillary Facility that are prepaid shall be deemed to be deducted in the calculation of the Financial Ratio Test Condition for the purposes of Clause 22.2 (Financial Ratio) as at the last day of the relevant Ratio Period. (g) For the purpose of ascertaining compliance with Clause 22.2 (Financial Ratio), the Financial Ratio Test Condition and the ratio set out in Clause 22.2 (Financial


 
233 152197039_18 Ratio), will be tested or retested, as applicable, giving effect to such elections and adjustments referred to in paragraphs (d), (e) and (f) above. If, after giving effect to the elections and adjustments, the requirements of Clause 22.2 (Financial Ratio) are met, then the requirements under Clause 22.2 (Financial Ratio) shall be deemed to have been satisfied as at the relevant original date of determination. (h) Where a cure is exercised under this Clause 22.4 in respect of a breach of Clause 22.2 (Financial Ratio) for any financial quarter and Sunrise HoldCo III makes an election for a recalculation as described in sub-paragraph (a)(ii) or (a)(v) above, the amount of additional equity, the proceeds of any Subordinated Shareholder Loans or the EBITDA of the non-cash assets (as applicable) that are received by one or more members of the Borrower Group shall also be added in calculating EBITDA for any future Ratio Period that includes such financial quarter. Any Adjustments pursuant to this paragraph will not be treated as a separate cure. 22.5 Determinations (a) Financial Indebtedness and EBITDA of the Borrower Group originally denominated in any currency other than CHF may, at the election and determination of Sunrise HoldCo III in its sole discretion, be taken into account at its CHF equivalent using: (i) the weighted average exchange rates for the relevant period determined by Sunrise HoldCo III acting reasonably; (ii) exchange rates otherwise consistent with the exchange rate methodology applied in the financial statements required to be delivered under Clause 21.2(a)(i) or (ii) (Financial information); (iii) in connection with Financial Indebtedness of the Borrower Group only, the effective exchange rates in respect of any related foreign exchange hedging transactions; or (iv) the spot rate on the relevant date (such rate as elected and determined by Sunrise HoldCo III acting reasonably). (b) Unless stated to the contrary in this Agreement, all the terms used above are to be calculated in accordance with the Relevant Accounting Principles. (c) If there is a dispute as to any interpretation of or computation for Clause 22.1 (Financial definitions), the interpretation or computation of the auditors of Sunrise HoldCo III shall prevail. 23. DEFAULT 23.1 Events of Default Each of the events set out in Clauses 23.2 (Non-payment) to 23.17 (Acceleration Following Financial Ratio Breach) (whether or not caused by any reason whatsoever outside the control of any Obligor or any other person) is an Event of Default. 234 152197039_18 23.2 Non-payment An Obligor does not pay on the due date any amount payable by it under the Finance Documents (other than any amount payable by Sunrise HoldCo III under Clause 10.5(a) (Mandatory prepayment from disposal proceeds)) at the place at, and in the currency in, which it is expressed to be payable, unless the relevant amount is paid in full within three Business Days (in the case of principal amounts) or five Business Days (in the case of other amounts) of the due date. 23.3 Breach of other obligations (a) [Reserved] (b) An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 23.2 (Non-payment) (other than non payment by Sunrise HoldCo III of any amount under Clause 10.5(a) (Mandatory prepayment from disposal proceeds)) and, other than Clause 22 (Financial Covenant) but without prejudice to Clause 23.17 (Acceleration Following Financial Ratio Breach) or Clause 23.19 (Maintenance Covenant Revolving Facility Acceleration)) and such failure (if capable of remedy before the expiry of such period) continues unremedied for a period of 28 days from the earlier of the date on which (i) such Obligor has become aware of the failure to comply or (ii) the Facility Agent gives notice to Sunrise HoldCo III requiring the same to be remedied. (c) During the Clean Up Period (as defined below), references to the Borrower Group, Material Subsidiaries or a member of the Borrower Group in Clauses 20 (Representations and Warranties), 21 (Undertakings) and 23 (Default) will not include any person which has been acquired pursuant to an Acquisition permitted under Clause 21.12(a)(i) or (ii) (Acquisitions and mergers) if the relevant event or circumstance, which would, but for the operation of this paragraph (c), have resulted in a Default: (i) existed prior to the date of such Acquisition; (ii) is capable of remedy during the Clean Up Period and reasonable steps are being taken, having become aware of such event or circumstance, to ensure that such event or circumstance is being remedied; (iii) was not procured or approved by any member of the Borrower Group; and (iv) has not resulted in or could not be reasonably expected to have, a Material Adverse Effect. “Clean Up Period” means the period commencing on the date of completion of any Acquisition referred to in paragraph (c) above and ending on the date falling 180 days thereafter. 235 152197039_18 23.4 Misrepresentation A representation or warranty made or repeated by any Obligor in or in connection with any Finance Document or in any certificate or statement delivered by or on behalf of any Obligor under or in connection with any Finance Document is incorrect in any material respect when made or deemed to have been made or repeated and, in the event that any representation or warranty is capable of remedy, the misrepresentation is not remedied within 28 days of the earlier of the date on which (a) such Obligor has become aware of the misrepresentation or (b) the Facility Agent gives notice to Sunrise HoldCo III requiring the same to be remedied. 23.5 Cross default (a) Subject to paragraph (d) below, any Financial Indebtedness of a member of the Borrower Group or a member of the UGCE Borrower Group is not paid when due after the expiry of any originally applicable grace period. (b) Subject to paragraph (d) below, any Financial Indebtedness of a member of the Borrower Group or a member of the UGCE Borrower Group becomes prematurely due and payable as a result of an event of default (howsoever described) under the document relating to that Financial Indebtedness. (c) Subject to paragraph (d) below, any Financial Indebtedness of a member of the Borrower Group or a member of the UGCE Borrower Group becomes capable of being declared prematurely due and payable or placed on demand, in each case, as a result of an event of default (howsoever described) under the document relating to that Financial Indebtedness. (d) It shall not be an Event of Default: (i) under this Clause 23.5 where the aggregate principal amount of all Financial Indebtedness to which any event specified in paragraphs (a), (b) or (c) relates is less than CHF 75,000,000 in the case of the Borrower Group or CHF 75,000,000 in the case of the UGCE Borrower Group or, as the case may be, the equivalent in other currencies; (ii) under this Clause 23.5 if the circumstance which would otherwise have caused an Event of Default is being contested in good faith by appropriate action; (iii) under this Clause 23.5 if the relevant Financial Indebtedness is cash- collateralised and such cash is available for application in satisfaction of such Financial Indebtedness; (iv) under this Clause 23.5 in respect of Financial Indebtedness owing by a member of the Borrower Group to another member of the Borrower Group which is permitted under this Agreement; (v) under paragraph (c) above, in the case of the Acquisition of a person which results in that person becoming a member of the Borrower Group, for a period of 180 days following completion of that Acquisition, by reason only of an event of default (however described) arising in relation 236 152197039_18 to the Financial Indebtedness of that acquired person as a result only of the Acquisition of that acquired person, provided that such Financial Indebtedness does not become prematurely due and payable or is not otherwise accelerated during that period; (vi) under this Clause 23.5 if the relevant Financial Indebtedness relates to Hedging Agreements in respect of which a termination event occurs as a result of the refinancing or redemption of any Financial Indebtedness of the Borrower Group or Sunrise HoldCo III Holdco or any member of the UGCE Borrower Group or any Permitted Affiliate Holdco or any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt at any time during any Availability Period; (vii) under this Clause 23.5 if the Financial Indebtedness is in relation to a Maintenance Covenant Revolving Facility; and (viii) if the relevant Financial Indebtedness is covered by a Documentary Credit or a letter of credit, bank guarantee, indemnity or other documentary credit under an Ancillary Facility. 23.6 Insolvency (a) “The Netherlands”: any Obligor, any Material Subsidiary or member of the UGCE Borrower Group organised in The Netherlands is declared bankrupt (in staat van faillissement verklaard) or enters into a preliminary or definitive moratorium (in voorlopige of definitieve surseance van betaling gaan) pursuant to the Dutch Bankruptcy Act (Faillissementswet). (b) “General”: any of the following occurs in respect of an Obligor, any Material Subsidiary or any member of the UGCE Borrower Group: (i) it is, or is deemed for the purposes of any law to be, unable to pay its debts as they fall due or insolvent; (ii) it admits its inability to pay its debts as they fall due; (iii) it suspends making payments on any of its debts or announces an intention to do so; or (iv) a moratorium is declared in respect of any of its indebtedness. (c) [Reserved]. (d) No Event of Default shall occur under this Clause 23.6 as a result of an Obligor commencing negotiations with any Finance Party. (e) “United States of America”: any Obligor, any Material Subsidiary or any member of the UGCE Borrower Group which is a partnership, or a partner of any partnership, formed under the laws of the states of Colorado or Delaware, United States or which is incorporated under the laws of a State of the United


 
237 152197039_18 States or that resides or has a domicile, a place of business or property in the United States (each a “US Obligor”): (i) admits in writing its inability to, or be generally unable to, pay its debts as such debts become due; (ii) makes a general assignment for the benefit of creditors; (iii) shall have had appointed a receiver, a custodian, trustee or similar official for, or a receiver, custodian, trustee or similar official shall have taken possession of, all or substantially all of its assets, in proceedings brought by or against such Obligor or Material Subsidiary, and such appointment shall not have been discharged or such possession shall not have been terminated within 60 days after the effective date thereof or such Obligor or Material Subsidiary shall have consented to or acquiesced in such appointment or possession; (iv) shall have filed a petition for relief under the insolvency, bankruptcy or similar laws of the United States or any state thereof, or an involuntary petition for such relief shall have been filed against any such Obligor or Material Subsidiary under such laws and shall not have been dismissed or terminated within 60 days after such involuntary petition is filed; or (v) shall have failed to have discharged or obtained a stay of any proceeding to enforce, within a period of 45 days after the commencement thereof, any attachment, sequestration or similar proceeding asserted against all or substantially all of the assets of such Obligor or Material Subsidiary. (f) [Reserved]. 23.7 Insolvency proceedings (a) Any formal voluntary step commencing legal proceedings (including petition or convening a meeting) (not being actions or proceedings which can be demonstrated to the satisfaction of the Facility Agent (within 30 days of any such action or proceedings having commenced) to that effect as frivolous, vexatious or an abuse of the process of the court or related to a claim to which such person has a good defence and which is being vigorously contested by such person) is taken by any Obligor, any Material Subsidiary or any member of the UGCE Borrower Group with a view to a moratorium or a composition, assignment or arrangement with any class of creditors of any Obligor, any Material Subsidiary or any member of the UGCE Borrower Group; or (b) a meeting of any Obligor, any Material Subsidiary or any member of the UGCE Borrower Group is convened by its shareholders, directors, managing partner (in the case of Sunrise Financing), secretary or other officers for the purpose of considering any resolution for, to petition for or to file documents with a court for its winding-up, dissolution or for its administration, suspension of payments, composition or bankruptcy or any such resolution is passed; or 238 152197039_18 (c) any person presents a petition or files documents, with the appropriate legal authorities, for the winding-up or for the administration or for the bankruptcy of any Obligor, any Material Subsidiary or any member of the UGCE Borrower Group and the petition is not discharged or stayed within 45 days (or, in the case of a US Obligor, 60 days) (and other than any petition or document which can be demonstrated to the satisfaction of the Facility Agent (within 30 days of any such presentation or filing) to that effect as frivolous, vexatious or an abuse of the process of a court or related to a claim to which such person has a good defence and which is being vigorously contested by such person); or (d) an order for the winding-up or administration of any Obligor, any Material Subsidiary or any member of the UGCE Borrower Group is made, in each case other than in connection with: (i) a reconstruction or amalgamation on terms approved by the Facility Agent (acting on the instructions of the Majority Lenders); (ii) [reserved]; or (iii) a solvent liquidation or dissolution set forth under Clause 21.29 (Internal Reorganisations) or Clause 21.12 (Acquisitions and Mergers). 23.8 Appointment of receivers and managers (a) Any liquidator, trustee-in-bankruptcy, preliminary trustee, composition trustee, judicial custodian, compulsory manager, receiver, administrative receiver or administrator is appointed in respect of any Obligor, any Material Subsidiary or any member of the UGCE Borrower Group or any part of its assets which is material in the context of the Borrower Group (taken as a whole) and, only in the case of the appointment of a judicial custodian, compulsory manager or receiver, is not discharged within 45 days (or, in the case of a US Obligor, 60 days); or (b) the directors, shareholders or other officers of any Obligor, any Material Subsidiary or any member of the UGCE Borrower Group request the appointment of, or give notice of their intention to appoint, a liquidator, trustee in bankruptcy, preliminary trustee, composition trustee, judicial custodian, compulsory manager, receiver, administrative receiver or administrator, in each case other than in connection with a reconstruction or amalgamation on terms approved by the Facility Agent (acting on the instructions of the Majority Lenders). 23.9 Creditors’ process A distress, execution, attachment or other legal process is levied, enforced or sued out upon or against all or any part of the assets of any Obligor, any Material Subsidiary or any member of the UGCE Borrower Group which is material in the context of the Borrower Group (taken as a whole), except where the same is being contested in good faith or is removed, discharged or paid within 45 days (or, in the case of a US Obligor, 60 days). 239 152197039_18 23.10 Similar proceedings Anything which has an equivalent effect to any of the events specified in Clauses 23.6 (Insolvency) to 23.9 (Creditors’ process) (inclusive) shall occur under the laws of any applicable jurisdiction in relation to any Obligor, any Material Subsidiary or any member of the UGCE Borrower Group. 23.11 Unlawfulness It is or becomes unlawful for any Obligor or Subordinated Creditor to perform any of its payment or other material obligations under the Finance Documents to which it is a party. 23.12 Repudiation Any Obligor or Subordinated Creditor repudiates, or evidences an intention to repudiate, any Finance Document to which it is a party. 23.13 Cessation of Distribution Business The Borrower Group (taken as a whole) ceases to carry on all or substantially all of its Distribution Business, except as a result of a Permitted Disposal, a Permitted Acquisition or a Permitted Transaction or as otherwise permitted under this Agreement. 23.14 Breach of Intercreditor Agreement (a) A Subordinated Creditor fails to comply with any of its material obligations under the Intercreditor Agreement or the Pledge of Subordinated Shareholder Loans to which it is party and such failure (if capable of remedy before the expiry of such period) continues unremedied for a period of 28 days from the earlier of the date on which (i) UPC or Sunrise HoldCo III has become aware of the failure to comply or (ii) the Facility Agent gives notice to the relevant Subordinated Creditor and Sunrise HoldCo III requiring the same to be remedied. (b) Any representation or warranty made by a Subordinated Creditor under the Intercreditor Agreement or the Pledge of Subordinated Shareholder Loans is incorrect in any material aspect when made or repeated and, in the event that any representation or warranty is capable of remedy, the misrepresentation is not remedied within 28 days of the earlier of the date on which (i) an Obligor has become aware of the misrepresentation or (ii) the Facility Agent gives notice to that Subordinated Creditor and Sunrise HoldCo III requiring the same to be remedied. 23.15 Loss of Licences Any Licence is in whole or part: (a) terminated, suspended or revoked or does not remain in full force and effect or otherwise expires and is not renewed prior to its expiry (in each case, without replacement by Licence(s) having substantially equivalent effect) in any case in a manner which would or is reasonably likely to have a Material Adverse Effect; or 240 152197039_18 (b) is modified or is breached in a manner which would or is reasonably likely to have a Material Adverse Effect. 23.16 Material Adverse Change Any event or series of events occurs which would or is reasonably likely to have a Material Adverse Effect. 23.17 Acceleration Following Financial Ratio Breach The Composite Revolving Facility Instructing Group directs the Facility Agent to take any action in accordance with Clause 23.19 (Maintenance Covenant Revolving Facility Acceleration) as a result of a breach of the undertaking set out in Clause 22.2 (Financial Ratio). 23.18 Acceleration (a) On and at any time after the occurrence of an Event of Default while such event is continuing the Facility Agent shall, if the Majority Lenders so direct, by notice to Sunrise HoldCo III declare that an Event of Default has occurred and: (i) cancel the Total Commitments and/or Ancillary Facility Commitments; (ii) declare that all the Outstandings be payable on demand, whereupon they shall immediately become payable on demand by the Facility Agent on the instructions of the Majority Lenders; (iii) demand that all the Outstandings be immediately due and payable, whereupon they shall become immediately due and payable together with all interest accrued on those Outstandings and all other amounts payable by the Obligors under the Finance Documents; (iv) declare that cash cover in respect of each Documentary Credit is immediately due and payable, at which time it shall become immediately due and payable; (v) declare that cash cover in respect of each Documentary Credit is payable on demand, at which time it shall immediately become due and payable on demand by the Facility Agent on the instructions of the Majority Lenders; (vi) declare that all or any part of the amounts (or cash cover in relation to those amounts) outstanding under the Ancillary Facilities be immediately due and payable, at which time they shall become immediately due and payable; (vii) declare that all or any part of the amounts (or cash cover in relation to those amounts) outstanding under the Ancillary Facilities be payable on demand, at which time they shall immediately become payable on demand by the Facility Agent on the instructions of the Majority Lenders; and/or


 
241 152197039_18 (viii) exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents. (b) Any notice of Default or Event of Default, notice of acceleration or instruction to the Facility Agent to provide a notice of Default or Event of Default or notice of acceleration, or to take any other action with respect to an alleged Default or Event of Default, may not be given with respect to any Default or Event of Default notified to the Facility Agent, reported publicly or which the Facility Agent otherwise became aware of, in each case, more than two years prior to such notice or instruction. 23.19 Maintenance Covenant Revolving Facility Acceleration (a) In the event of a breach of the undertaking set out in Clause 22.2 (Financial Ratio) which is continuing, subject to the expiry of the cure period in Clause 22.4 (Cure provisions), the Facility Agent shall, if the Composite Revolving Facility Instructing Group so directs by notice to Sunrise HoldCo III: (i) cancel the Commitments in relation to any Maintenance Covenant Revolving Facility (other than in respect of Rollover Advances) and any related Ancillary Facility Commitments; (ii) demand that all or part of the Outstandings under any Maintenance Covenant Revolving Facility be immediately due and payable, whereupon they shall become immediately due and payable together with all interest accrued on those Outstandings and all other amounts payable by the Obligors under that Maintenance Covenant Revolving Facility; (iii) declare that all or part of the Outstandings under any Maintenance Covenant Revolving Facility be payable on demand, whereupon they shall immediately become payable on demand by the Facility Agent on the instructions of the Composite Revolving Facility Instructing Group; (iv) declare that cash cover in respect of each Documentary Credit under any Maintenance Covenant Revolving Facility is immediately due and payable, at which time it shall become immediately due and payable; (v) declare that cash cover in respect of each Documentary Credit under any Maintenance Covenant Revolving Facility is payable on demand, at which time it shall immediately become due and payable on demand by the Facility Agent on the instructions of the Composite Revolving Facility Instructing Group; (vi) declare that all or any part of the amounts (or cash cover in relation to those amounts) outstanding under the Ancillary Facilities in relation to any Maintenance Covenant Revolving Facility be immediately due and payable, at which time they shall become immediately due and payable; and/or 242 152197039_18 (vii) declare that all or any part of the amounts (or cash cover in relation to those amounts) outstanding under the Ancillary Facilities in relation to any Maintenance Covenant Revolving Facility be payable on demand, at which time they shall immediately become payable on demand by the Facility Agent on the instructions of the Composite Revolving Facility Instructing Group. (b) Any notice of Default or Event of Default, notice of acceleration or instruction to the Facility Agent to provide a notice of Default or Event of Default or notice of acceleration, or to take any other action with respect to an alleged Default or Event of Default, may not be given with respect to any Default or Event of Default notified to the Facility Agent, reported publicly or which the Facility Agent otherwise became aware of, in each case, more than two years prior to such notice or instruction. 23.20 Automatic Acceleration If an Event of Default described in Clause 23.6(e)(ii), (iii) or (iv) (Insolvency) occurs, or upon the entry of an order for relief in a voluntary or involuntary bankruptcy of a US Borrower, all outstanding Advances drawn by a US Borrower under this Agreement will be immediately and automatically due and payable and the Total Commitments (to the extent they relate to such Advances) will, if not already cancelled under this Agreement, be immediately and automatically cancelled. 23.21 Excluded Matters (a) Notwithstanding any other term of the Finance Documents: (i) no Permitted Transaction; (ii) other than in the case of an Event of Default under Clause 23.2 (Non- payment), no breach of any representation, warranty, undertaking or other term of (or default or event of default under) a Hedging Agreement or an Ancillary Facility Document; and (iii) no Withdrawal Event, shall (or shall be deemed to) constitute a breach of any representation and warranty or undertaking in the Finance Documents or result in the occurrence of a Default or an Event of Default and shall be expressly permitted under the terms of the Finance Documents. (b) For the purpose of this Clause, “Withdrawal Event” means: (i) the withdrawal of any participating member state of the European Union from the single currency of the participating member states of the European Union (being the Euro); (ii) the redenomination of the Euro into any other currency by the government of any current or former participating member state of the European Union; and/or 243 152197039_18 (iii) the withdrawal (or any vote or referendum electing to withdraw) of any member state from the European Union. 24. FACILITY AGENT, SECURITY AGENT, LENDERS AND L/C BANKS 24.1 Appointment and duties of the Agents (a) Each Lender irrevocably appoints each Agent to act as its agent under and in connection with the Finance Documents. (b) Each Finance Party appointing each Agent irrevocably authorises each Agent on its behalf to: (i) perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with the Finance Documents, together with any other incidental rights, powers and discretions; and (ii) execute each Finance Document expressed to be executed by the Facility Agent on that Finance Party’s behalf. (c) Each Agent shall have only those duties which are expressly specified in this Agreement. Those duties are solely of a mechanical and administrative nature. 24.2 Relationship The relationship between each Agent and the other Finance Parties is that of agent and principal only. Nothing in this Agreement constitutes either Agent or an L/C Bank as trustee or fiduciary for any other Party or any other person and neither Agent nor any L/C Bank nor any Ancillary Facility Lender need hold in trust any moneys paid to it for a Party save as provided in the Finance Documents or be liable to account for interest on those moneys. 24.3 Majority Lenders’ directions (a) Each Agent will be fully protected if it acts in accordance with the instructions of the Majority Lenders, the Composite Revolving Facility Instructing Group, the relevant Revolving Facility Instructing Group or any other specified group of Lenders (as applicable) in connection with the exercise of any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders, the Composite Revolving Facility Instructing Group, the relevant Revolving Facility Instructing Group or any other specified group of Lenders (as applicable) will be binding on all the Lenders. In the absence of such instructions each Agent may act as it considers to be in the best interests of all the Lenders. (b) No Agent is authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document. 244 152197039_18 24.4 Delegation Each Agent and each L/C Bank may act under the Finance Documents through its personnel and agents. 24.5 Responsibility for documentation Neither Agent nor any L/C Bank is responsible to any other Party for: (a) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document by any other Party; (b) the collectability of amounts payable under any Finance Document; (c) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document by any other Party; or (d) the integrity or security of any Finance Document or other document or information posted or distributed electronically on any intranet based system (or similar) in connection with the preparation, negotiation and execution of the Finance Documents or the administration of the Facilities. 24.6 Default (a) Neither Agent is obliged to monitor or enquire as to whether or not a Default has occurred. Neither Agent will be deemed to have knowledge of the occurrence of a Default. However, if an Agent receives notice from a Party referring to this Agreement, describing the Default and stating that the event is a Default, it shall promptly notify the Lenders of such notice. (b) Each Agent may require the receipt of security satisfactory to it whether by way of payment in advance or otherwise, against any liability or loss which it will or may incur in taking any proceedings or action arising out of or in connection with any Finance Document before it commences these proceedings or takes that action. 24.7 Exoneration (a) Without limiting paragraph (b) below, neither Agent, any L/C Bank or any Ancillary Facility Lender will be liable for any action taken or not taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct. (b) No Party (other than any Agent, L/C Bank or Ancillary Facility Lender (as applicable)) may take any proceedings against any officer, employee or agent of either Agent, L/C Bank or Ancillary Facility Lender in respect of any claim it might have against that Agent, L/C Bank or Ancillary Facility Lender or in respect of any act or omission of any kind (including negligence or wilful misconduct) by that officer, employee or agent in relation to any Finance Document.


 
245 152197039_18 (c) Any officer, employee or agent of either Agent may rely on this Clause 24.7 and enforce its terms under the Third Parties Act. 24.8 Reliance Each Agent and each L/C Bank may: (a) rely on any notice or document believed by it to be genuine and correct and to have been signed by, or with the authority of, the proper person; (b) rely on any statement made by a director or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify; and (c) engage, pay for and rely on legal or other professional advisers selected by it (including those in the Facility Agent’s employment and those representing a Party other than the Facility Agent). 24.9 Credit approval and appraisal Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms that it: (a) has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related persons in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by either Agent in connection with any Finance Document; and (b) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related persons while any amount is or may be outstanding under the Finance Documents or any Commitment is in force. 24.10 Information (a) Each Agent shall promptly forward to the person concerned the original or a copy of any document which is delivered to that Agent by a Party for that person. (b) Except where this Agreement specifically provides otherwise, neither Agent is obliged to review or check the accuracy or completeness of any document it forwards to another Party. (c) Except as provided above, neither Agent has a duty: (i) either initially or on a continuing basis to provide any Lender with any credit or other information concerning the financial condition or affairs of any Obligor or any related person of any Obligor whether coming into its possession or that of any of its related persons before, on or after the Signing Date; or 246 152197039_18 (ii) unless specifically requested to do so by a Lender in accordance with this Agreement, to request any certificates or other documents from any Obligor. (d) The Facility Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and Sunrise HoldCo III and shall disclose the same upon the written request of Sunrise HoldCo III or the Majority Lenders. (e) The Facility Agent may execute on behalf of any L/C Bank any Documentary Credit issued under this Agreement. 24.11 Each Agent individually (a) If it is also a Lender, each of the Facility Agent and the Security Agent has the same rights and powers under this Agreement as any other Lender and may exercise those rights and powers as though it were not the Facility Agent or Security Agent (as applicable). (b) Each of the Agents, any L/C Bank and any Ancillary Facility Lender may: (i) carry on any business with an Obligor or its related persons; (ii) act as agent or trustee for, or in relation to any financing involving, an Obligor or its related persons; and (iii) retain any profits or remuneration in connection with its activities under the Finance Documents, or in relation to any of the foregoing. 24.12 Indemnities Each Lender shall indemnify each Agent, within three Business Days of demand, against any cost, loss or liability incurred by the relevant Agent (otherwise than by reason of the relevant Agent’s gross negligence or wilful misconduct) in acting as Agent under the Finance Documents (unless the relevant Agent has been reimbursed by an Obligor pursuant to a Finance Document). Such indemnification shall be pro rata to its Commitments (and for the purposes of calculating this proportion, the amount of the Total Additional Facility Commitments and each Lender’s Additional Facility Commitments, in each case not denominated in CHF, shall be converted to CHF at the Agent’s Spot Rate of Exchange on the date of the relevant calculation). 24.13 Compliance (a) Each Agent may refrain from doing anything which might, in its reasonable opinion, constitute a breach of any law or regulation or be otherwise actionable at the suit of any person, and may do anything which, in its reasonable opinion, is necessary or desirable to comply with any law or regulation of any jurisdiction. (b) Without limiting paragraph (a) above, neither Agent need disclose any information relating to any Obligor or any of its related persons if the disclosure might, in the opinion of the relevant Agent, constitute a breach of any law or regulation or any duty of secrecy or confidentiality or be otherwise actionable at the suit of any person. 247 152197039_18 24.14 Resignation of Agents (a) Notwithstanding its irrevocable appointment (but subject to paragraphs (f), (g) and (h) below), each Agent may resign by giving notice to the Lenders and Sunrise HoldCo III, in which case the relevant Agent may, following consultation with and with the consent of Sunrise HoldCo III (not to be unreasonably withheld or delayed) forthwith appoint one of its Affiliates as successor Agent or, failing that, the Majority Lenders may with the consent of Sunrise HoldCo III (not to be unreasonably withheld or delayed) appoint a reputable and experienced bank as successor Agent. The resignation of the Security Agent is subject to compliance with Clause 21.1 (Resignation of the Security Agent) of the Intercreditor Agreement (or any equivalent terms of the Intercreditor Agreement from time to time). (b) If the appointment of a successor Agent is to be made by the Majority Lenders but they have not, within 30 days after notice of resignation, appointed a successor Agent which accepts the appointment, the retiring Agent may, following consultation with and with the consent of Sunrise HoldCo III (not to be unreasonably withheld or delayed), appoint a successor Agent. (c) The resignation of the retiring Agent and the appointment of any successor Agent will both become effective only upon the successor Agent notifying all the Parties that it accepts the appointment. On giving the notification and receiving such approval, the successor Agent will succeed to the position of the retiring Facility Agent and the term “Facility Agent” or “Security Agent” (as the case may be) will mean the successor Facility Agent or Security Agent, respectively. (d) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as the Agent under this Agreement. (e) Upon its resignation becoming effective, this Clause 24 shall continue to benefit the retiring Agent in respect of any action taken or not taken by it under or in connection with the Finance Documents while it was the relevant Agent and, subject to paragraph (d) above, it shall have no further obligation under any Finance Document. (f) The Majority Lenders may by notice to an Agent require it to resign in accordance with paragraph (a) above. In this event, the relevant Agent shall resign in accordance with paragraph (a) above but it shall not be entitled to appoint one of its Affiliates as successor Agent. (g) Provided no Default is continuing and following a period of consultation with the relevant Agent of not less than 14 days, Sunrise HoldCo III may by notice to that Agent require it to resign in accordance with paragraph (a) above. In this event, the relevant Agent shall resign in accordance with paragraph (a) above but it shall not be entitled to appoint one of its Affiliates as successor Agent and Sunrise HoldCo III shall appoint a successor Facility Agent acting through an office in the United Kingdom or the Netherlands (without any Lender’s consent). 248 152197039_18 Sunrise HoldCo III may exercise such right to replace the Facility Agent twice during the life of the Facilities. (h) If requested by Sunrise HoldCo III by written notice to the Facility Agent, the Facility Agent shall resign in accordance with paragraph (a) above if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Facility Agent under the Finance Documents the Facility Agent notifies Sunrise HoldCo III that the Facility Agent will cease to be a FATCA Exempt Party on or after the FATCA Application Date and (in each case) Sunrise HoldCo III reasonably believes that a Party would be required to make a deduction on account of FATCA that would not be required if the Facility Agent were a FATCA Exempt Party. 24.15 Lenders Each Agent may treat each Lender as a Lender, entitled to payments under this Agreement and as acting through its Facility Office(s) until it has received notice from the Lender to the contrary by not less than five Business Days prior to the relevant payment. 24.16 Separate divisions In acting as an Agent, the agency division of each of the Agents shall be treated as a separate entity from its other divisions and departments. Any information acquired at any time by either Agent otherwise than in the capacity of Agent through its agency division (whether as financial adviser to any member of the Borrower Group or otherwise) may be treated as confidential by the relevant Agent and shall not be deemed to be information possessed by the relevant Agent in its capacity as such. Each Finance Party acknowledges that each Agent may, now or in the future, be in possession of, or provided with, information relating to the Obligors which has not or will not be provided to the other Finance Parties. Each Finance Party agrees that, except as expressly provided in this Agreement, neither Agent will be under any obligation to provide, or be under any liability for failure to provide, any such information to the other Finance Parties. 24.17 Role of Reference Banks and Alternative Reference Banks (a) No Reference Bank or Alternative Reference Bank is under any obligation to provide a quotation or any other information to the Facility Agent. (b) No Reference Bank or Alternative Reference Bank will be liable for any action taken by it under or in connection with any Finance Document, or for any Reference Bank Quotation, unless directly caused by its gross negligence or wilful misconduct. (c) No Party (other than the relevant Reference Bank or Alternative Reference Bank) may take any proceedings against any officer, employee or agent of any Reference Bank or Alternative Reference Bank in respect of any claim it might have against that Reference Bank or Alternative Reference Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document, or to any Reference Bank Quotation, and any officer,


 
249 152197039_18 employee or agent of each Reference Bank or Alternative Reference Bank may rely on this Clause 24.17 subject to Clause 1.2(e) (Construction) and the provisions of the Third Parties Act. 24.18 Third party Reference Banks and Alternative Reference Banks A Reference Bank or Alternative Reference Bank which is not a Party may rely on Clause 24.17 (Role of Reference Banks and Alternative Reference Banks) and Clause 32 (Confidentiality of Funding Rates and Reference Bank Quotations) subject to Clause 1.2(e) (Construction) and the provisions of the Third Parties Act. 25. FEES 25.1 Additional Facility Commitment Fee (a) Subject to paragraph (d) below, if specified in the relevant Additional Facility Accession Agreement, Sunrise HoldCo III shall pay to the Facility Agent for distribution to each Lender pro rata to the proportion that the relevant Lender’s Additional Facility Commitment bears to the Total Additional Facility Commitments in relation to the relevant Additional Facility from time to time a commitment fee (subject to paragraph (c) below) computed at the rate specified in the Additional Facility Accession Agreement on any undrawn uncancelled amount of the Total Additional Facility Commitments in relation to that Additional Facility. (b) Such commitment fee is calculated and accrues on a daily basis on and from the date specified in the relevant Additional Facility Accession Agreement and is payable quarterly in arrear from the date specified in the relevant Additional Facility Accession Agreement and on the relevant Utilisation Date. Accrued commitment fee is also payable to the Facility Agent for the relevant Lender(s) on the cancelled amount of its (their) Additional Facility Commitments at the time the cancellation takes effect (but only in respect of the period up to the date of cancellation). (c) Such commitment fee is payable in the currency in which the relevant Additional Facility is denominated. (d) No commitment fee is payable to the Facility Agent (for the account of a Lender) on any Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender. 25.2 Revolving Facility Commitment Fee (a) Subject to paragraph (c) below, Sunrise HoldCo III shall pay to the Facility Agent for distribution to each Lender under the Revolving Facility a commitment fee in respect of the Revolving Facility computed at the rate of 35 per cent. of the Revolving Facility Margin per annum on the undrawn, uncancelled portion of the Revolving Facility Commitments. Such commitment fee shall be calculated and shall accrue on a daily basis from the 2025 Amendment Effective Date to the last day of the Availability Period for the Revolving Facility and shall be payable quarterly in arrears from the 2025 250 152197039_18 Amendment Effective Date. The accrued commitment fee is also payable to the Facility Agent for distribution to a Lender under the Revolving Facility on the date its Revolving Facility Commitment is cancelled in full. (b) [Reserved] (c) No commitment fee is payable to the Facility Agent (for the account of a Lender) on any Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender. (d) Any commitment fee in respect of Revolving Facility B (as defined in this Agreement immediately prior to the 2025 Amendment Effective Date) which accrued in Euros to a Lender prior to the 2025 Amendment Effective Date shall be due and payable on the first payment date following the 2025 Amendment Effective Date, together with the commitment fees accrued in Swiss Francs on the undrawn, uncancelled portion of the Revolving Facility Commitments under paragraph (a) above. 25.3 Agent’s fees Sunrise HoldCo III shall pay to the Facility Agent and the Security Agent for their own account an agency fee in the amounts and on the dates agreed in the relevant Fee Letter. 25.4 VAT Any fee referred to in this Clause 25 (Fees) is exclusive of any applicable value added tax. If any value added tax is so chargeable and is invoiced, it shall be paid by Sunrise HoldCo III at the same time as it pays the relevant fee. Where appropriate, the relevant Finance Party will supply a VAT invoice in respect of such fees. 25.5 Documentary Credit Fee Each Borrower shall, in respect of each Documentary Credit issued on its behalf pay (or procure the payment of) to the Facility Agent for the account of each L/C Lender (for distribution in proportion to each L/C Lender’s L/C Proportion of such Documentary Credit) a documentary credit fee in the currency in which the relevant Documentary Credit is denominated at a rate equal to the Margin for a Revolving Facility or the applicable Additional Revolving Facility (as applicable) applied on the Outstanding L/C Amount in relation to such Documentary Credit (less any amount which has been repaid or prepaid). Such documentary credit fee shall be paid in arrears on each Quarter Date during the Term of the relevant Documentary Credit and on the relevant Expiry Date (or the date of its repayment, prepayment or cancellation, if earlier) for that Documentary Credit. 25.6 L/C Bank Fee Each relevant Borrower shall pay (or procure the payment of) to any L/C Bank a fronting fee in respect of each Documentary Credit requested by it and issued by that L/C Bank, in the amount and at the times agreed in any letter entered into between such L/C Bank and such Borrower. 251 152197039_18 26. EXPENSES 26.1 Transaction Expenses Sunrise HoldCo III shall within 10 Business Days of demand pay the Facility Agent the amount of all costs and expenses (including legal fees, subject to any agreed caps) which are properly documented and are reasonably incurred by it in connection with the negotiation, preparation, printing, execution and perfection of: (a) this Agreement and any other documents referred to in this Agreement; and (b) any other Finance Document executed after the Signing Date. 26.2 Amendment Costs If: (a) an Obligor requests an amendment, waiver or consent under or in connection with any Finance Document; or (b) an amendment is required under Clause 29.6 (Change of Currency), Sunrise HoldCo III shall, within ten Business Days of demand, reimburse the Facility Agent or, as the case may be, the Security Agent, for the amount of all costs and expenses (including legal fees, subject to any agreed caps) which are properly documented and are reasonably incurred by the Facility Agent or, as the case may be, the Security Agent in responding to, evaluating, negotiating or complying with that request or requirement. 26.3 Enforcement Costs Sunrise HoldCo III shall, within ten Business Days of demand, pay to the Facility Agent on behalf of each Finance Party the amount of all costs and expenses (including legal fees) which are properly documented and are incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document. 27. INDEMNITIES 27.1 Currency indemnity (a) If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of: (i) making or filing a claim or proof against that Obligor; or (ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings, 252 152197039_18 that Obligor shall as an independent obligation, within ten Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum. (b) Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable. 27.2 Other indemnities Sunrise HoldCo III shall (or shall procure that an Obligor will), within ten Business Days of demand, indemnify each Lender against any cost, loss or liability incurred by that Lender as a result of: (a) the occurrence of any Event of Default; (b) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 34 (Pro rata Sharing); (c) (i) funding, or making arrangements to fund, its participation in an Advance, (ii) its issuing or making arrangements to issue a Documentary Credit or (iii) its funding or making arrangements to fund any Ancillary Facility made available by it, in each case, requested by a Borrower under this Agreement but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Lender alone); or (d) an Advance (or part of an Advance) not being prepaid in accordance with a notice of prepayment given by a Borrower. 27.3 Indemnity to the Facility Agent Sunrise HoldCo III shall, within ten Business Days of demand, indemnify the Facility Agent against any reasonable cost, loss or liability incurred by the Facility Agent (acting reasonably) as a result of: (a) investigating any event which it reasonably believes is an Event of Default; or (b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised. 27.4 Break Costs (a) If an amount is specified as Break Costs in the Reference Rate Terms for a Term Rate Advance or Unpaid Sum in relation to a Term Rate Advance, subject to paragraph (b) below, Sunrise HoldCo III shall, within ten Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of that Term Rate Advance or Unpaid Sum in relation to a Term Rate Advance being paid by that Borrower on a day other than the last day of the


 
253 152197039_18 Interest Period for that Term Rate Advance or Unpaid Sum in relation to a Term Rate Advance. (b) Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificate (which shall be provided to Sunrise HoldCo III) confirming the amount of its Break Costs for any Interest Period in which they accrue. (c) Break Costs shall not apply to any Compounded Rate Advance or Fixed Rate Advance. 28. EVIDENCE AND CALCULATIONS 28.1 Accounts Accounts maintained by a Finance Party in connection with this Agreement are prima facie evidence of the matters to which they relate. 28.2 Certificates and determinations Any certification or determination by a Finance Party of a rate or amount payable under this Agreement or otherwise expressed to be determined by a Finance Party is, in the absence of manifest error, prima facie evidence of the matters to which it relates. 28.3 Calculations Subject to Clause 1.9 (Existing Fixed Rate Facilities) and anything to the contrary set out in an applicable Additional Facility Accession Agreement, the interest and the fees payable under Clauses 25.1 (Additional Facility Commitment Fee) and 25.2 (Revolving Facility Commitment Fee) accrue from day to day and are calculated on the basis of the actual number of days elapsed and a year of 360 days or, where practice in the London inter-bank market, in the case of non-Euro amounts, or the European interbank market, in the case of Euro amounts, otherwise dictates, 365 days. 28.4 Certificate of L/C Bank A certificate of an L/C Bank as to the amount paid out or at any time due in respect of a Documentary Credit shall, absent manifest error, be prima facie evidence of the payment of such amounts or (as the case may be) of the amounts outstanding in any legal action or proceedings arising in connection therewith. 28.5 Rounding The aggregate amount of any accrued interest, commission or fee which is, or becomes, payable by an Obligor under a Finance Document shall be rounded to 2 decimal places. 29. AMENDMENTS AND WAIVERS 29.1 Required consents (a) Subject to Clause 29.2 (Exceptions), any term of the Finance Documents may be amended or waived only with the written consent of the Majority Lenders and 254 152197039_18 Sunrise HoldCo III and any such amendment or waiver will be binding on all Parties. (b) The Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 29 (Amendments and Waivers). 29.2 Exceptions (a) An amendment, consent or waiver relating to the following matters (including any technical consequential amendments relating to such amendment, consent or waiver) may be made with the prior written consent of each Lender affected thereby and without the consent of any other Lender: (i) the definition of “Majority Lenders” in Clause 1.1 (Definitions); (ii) an extension to the date of payment of any amount of principal, interest or commitment fees under this Agreement or the Security Documents or the extension of an Availability Period; (iii) a reduction in the Margin or the amount of any Documentary Credit or payment of principal, interest, fees or commission payable under this Agreement or the Security Documents; (iv) without prejudice to Clause 2.3 (Increase), an increase in a Lender’s Additional Facility Commitment or Revolving Facility Commitment (as applicable); (v) an assignment, transfer, novation or other disposal of any of, or any interest in, an Obligor’s rights and/or obligations under this Agreement other than in accordance with Clause 30 (Changes to the Parties); (vi) any provision which expressly requires the consent of all of the Lenders or the affected Lenders; (vii) Clause 2.7 (Nature of a Finance Party’s rights and obligations), Clause 30.3 (Transfers by Lenders) or this Clause 29 (Amendments and Waivers); or (viii) the selection of an Interest Period exceeding six months. (b) An amendment or waiver which relates to the rights or obligations of the Facility Agent may not be effected without the consent of the Facility Agent. (c) The Facility Agent may agree with Sunrise HoldCo III any amendment to or the modification of the provisions of any of the Finance Documents or any schedule thereto, which is necessary to correct a manifest error. (d) If authorised by the Majority Lenders, the Security Agent may, subject to paragraph (a) above, grant any waiver or consent in relation to, or variation of the material provisions of, any Security Document. 255 152197039_18 (e) Notwithstanding any other provision of this Clause 29 (Amendments and Waivers), the Facility Agent may at any time without the consent or sanction of the Lenders, concur with Sunrise HoldCo III in making any modifications to any Finance Document, which in the opinion of the Facility Agent would be proper to make provided that the Facility Agent is of the opinion that such modification: (i) would not be materially prejudicial to the position of any Lender and in the opinion of the Facility Agent such modification is of a formal, minor or technical nature or is to correct a manifest error; (ii) relates to the increase in the principal amount of a Commitment of a Lender in relation to any Facility and such increased Commitment has been requested by Sunrise HoldCo III to fund any original issue discount required to be paid to that Lender in relation to that Facility under any Finance Document; (iii) is of a minor, operational or technical nature; or (iv) relates to the implementation of any alternative basis for the calculation of interest that is binding on all Parties in accordance with paragraph (c) of Clause 16.4 (Cost of Funds). Any modification made in accordance with this paragraph (e) shall be made on such terms as the Facility Agent may determine, shall be binding upon the Lenders, and shall be notified by Sunrise HoldCo III (if not notified by the Facility Agent) to the Lenders as soon as practicable thereafter. (f) A waiver of issuance or the release of any Guarantor from any of its obligations under Clause 19 (Guarantee) or a release of any Security under the Security Documents, in each case, other than in accordance with the terms of any Finance Document shall require the prior written consent of affected Lenders whose Available Commitments plus Outstandings amount in aggregate to more than 90 per cent. of the Available Facilities plus aggregate Outstandings. (g) If any Primary Term Rate is not available for a currency which can be selected for an Advance, any amendment or waiver which relates to providing for another benchmark rate to apply in relation to that currency in place of that Primary Term Rate (or which relates to aligning any provision of a Finance Document to the use of that other benchmark rate) may be made with the consent of the Facility Agent (acting in its sole discretion and, for the avoidance of doubt, without any requirement to consult with or seek any consent or instruction from the Lenders or any other Finance Party) and Sunrise HoldCo III. (h) Notwithstanding any other provision to the contrary in this Agreement (save for anything contained in Clause 12.6 (Sustainability adjustments)) or in any other Finance Document, Clause 12.6 (Sustainability adjustments) may be amended or waived with the consent of Sunrise Holdco III and the Majority Lenders in relation to the Revolving Facility and without the consent of any other Lender. (i) Notwithstanding any other provision to the contrary in this Agreement, Clauses 22.2 (Financial Ratio), 22.3 (Calculations), 22.4 (Cure provisions) and 23.17 256 152197039_18 (Acceleration Following Financial Ratio Breach) may be amended or waived with the consent of Sunrise HoldCo III and the Composite Revolving Facility Instructing Group and without the consent of any other Finance Party. 29.3 Class Exception Any amendment or waiver which: (a) relates only to the rights or obligations applicable to a particular Utilisation or Facility; and (b) does not materially and adversely affect the rights or interests of Lenders in respect of any other Utilisation or Facility, may be made in accordance with this Clause 29 (Amendments and Waivers) but as if references in this Clause 29 (Amendments and Waivers) to the specified proportion of Lenders (including, for the avoidance of doubt, each affected Lender) whose consent would, but for this Clause 29.3 (Class Exception), be required for that amendment or waiver were to that proportion of the Lenders participating in that particular Utilisation or Facility. 29.4 Release of Guarantees and Security (a) Subject to paragraph (b) below, at the time of completion of (A) any disposal by Sunrise HoldCo III Holdco, any Permitted Affiliate Holdco, any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt, any Obligor or any other provider of Security of any shares, assets or revenues, or (B) any solvent liquidation or dissolution that is permitted under Clause 21.29 (Internal Reorganisations), the Security Agent shall (and it is hereby authorised by the other relevant Finance Parties to) at the request of and cost of the relevant Obligor, execute such documents as may be required to: (i) release those shares, assets or revenues from Security constituted by any relevant Security Document or certify that any floating charge constituted by any relevant Security Documents over such assets, revenues or rights has not crystallised; and (ii) release any person which as a result of that disposal, liquidation or dissolution, ceases to be the Sunrise HoldCo III Holdco, any Permitted Affiliate Holdco, any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt or any Obligor, from any guarantee, indemnity or Security Document to which it is a party and its other obligations under any other Finance Document. (b) The Security Agent shall only be required under paragraph (a) above to grant the release of any Security or to deliver a certificate of non-crystallisation on account of a disposal as described in that paragraph if:


 
257 152197039_18 (i) the disposal, liquidation or dissolution, is permitted under Clause 21.11 (Disposals) or Clause 21.29 (Internal Reorganisations) or the consent of the Majority Lenders has been obtained; and (ii) to the extent that a disposal is to be in exchange for replacement assets the Security Agent has either received (or is satisfied, acting reasonably, that it will receive immediately following the disposal) one or more duly executed Security Documents granting Security over those replacement assets or is satisfied, acting reasonably, that the replacement assets will be subject to Security pursuant to any existing Security Documents. (c) If at any time the Obligors at the relevant time represent a percentage which is greater than that required to satisfy the 80% Security Test and Sunrise HoldCo III provides a certificate to the Facility Agent certifying that upon the release of one or more specified Obligors from its obligations under this Agreement the 80% Security Test would continue to be satisfied, the Facility Agent and/or Security Agent (as applicable) shall (and each of them is hereby authorised by the other relevant Finance Parties to) at the request and cost of Sunrise HoldCo III, execute such documents as may be required to release such specified Obligors from any guarantees, indemnities and/or Security Documents to which it is a party and to release it from its other obligations under any Finance Document. Any Obligor, whose assets are to be released by this paragraph (c) or any other provision of this Agreement or the Finance Documents and who as a result will not have granted security over its assets in accordance with the 80% Security Test for the benefit of the Finance Parties, shall, for purposes of the determination of the 80% Security Test, not be treated as an Obligor for the calculation in the preceding sentence and on a going forward basis. The release provisions of this paragraph (c) shall not permit any release of any guarantees or Security in favour of the Finance Parties, in each case, granted by Sunrise HoldCo III Holdco, Sunrise HoldCo III and any Borrower (other than Sunrise HoldCo III) for as long as such person is a Borrower. (d) The Security Agent shall (and it is hereby authorised by the other Finance Parties to) at the cost of the relevant Obligor, execute such documents as may be required or desirable to effect any release (i) permitted under the Intercreditor Agreement, (ii) to which a prior written consent of the relevant Lenders has been granted in accordance with Clause 29.2(f) (Exceptions) and (iii) required to permit the granting of any Security Interest permitted under Clause 21.8 (Negative pledge). (e) Notwithstanding any other provision of this Agreement, Sunrise HoldCo III may require the Security Agent to, and the Security Agent shall (and it is hereby authorised by the other relevant Finance Parties to) at the cost of the relevant Obligor, execute such documents as may be required or desirable to effect the release of the Security granted over any asset of an Obligor pursuant to the Security Documents to which it is a party to enable the relevant Obligor to grant in connection with that asset any encumbrance permitted under Clause 21.8 (Negative pledge). If, immediately prior to such release the relevant Obligor was treated as an Obligor for the purpose of the 80% Security Test, the relevant Obligor shall continue to be treated as an Obligor for those purposes notwithstanding any such release. 258 152197039_18 29.5 Calculation of Consent Where a request for a waiver of, or an amendment to, any provision of any Finance Document has been sent by the Facility Agent to the Lenders at the request of an Obligor: (a) each Lender that does not respond to such request for waiver or amendment within 10 Business Days after receipt by it of such request (or within such other period as the Facility Agent and Sunrise HoldCo III shall specify), shall be excluded from the calculation in determining whether the requisite level of consent to such waiver or amendment was granted; and (b) the Facility Agent, in determining whether sufficient Lenders have consented to that amendment or waiver, shall not take into account any Commitments or Utilisations under any relevant Facility in relation to which a cancellation or prepayment notice (as applicable) has been served in accordance with Clause 10.2 (Voluntary Cancellation) or Clause 10.3 (Voluntary Prepayment) provided that to the extent that any cancellation or prepayment is not made on the date specified in a relevant cancellation or prepayment notice then the requirement to take into account any such Commitments or Utilisations under any relevant Facility shall be reinstated with retroactive effect from the date of delivery of such cancellation or prepayment notice. 29.6 Change of Currency (a) If more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then: (i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Facility Agent; and (ii) any translation from one currency or currency unit to another shall be at the official conversion rate recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Facility Agent acting reasonably. (b) If a change in any currency of a country occurs, this Agreement will be amended to the extent the Facility Agent specifies to be necessary to reflect the change in currency and to put the Lenders in the same position, so far as possible, that they would have been in if no change in currency had occurred. 29.7 Waivers and remedies cumulative The rights of each Party under the Finance Documents: (a) may be exercised as often as necessary, subject to the terms of the Finance Documents; (b) are cumulative and not exclusive of its rights under the general law; and 259 152197039_18 (c) may be waived only in writing and specifically. Delay in the exercise or non-exercise of any such right is not a waiver of that right. 29.8 Disenfranchisement of Defaulting Lenders (a) For so long as a Defaulting Lender has any Available Commitments, in determining whether the requisite level of consent has been obtained for a consent, waiver, amendment or other vote under the relevant Finance Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments. (b) For the purposes of this Clause 29.8 (Disenfranchisement of Defaulting Lenders), the Facility Agent may assume that the following Lenders are Defaulting Lenders: (i) any Lender which has notified the Facility Agent that it has become a Defaulting Lender; and (ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b), (c) or (d) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facility Agent) or the Facility Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender. 29.9 Replacement of Lenders (a) If at any time: (i) any Lender becomes a Non-Consenting Lender; or (ii) any Lender becomes a Non-Funding Lender, then Sunrise HoldCo III may, on not less than three Business Days prior notice to the Facility Agent and that Lender, (A) replace that Lender by requiring it to (and that Lender shall) transfer all of its rights and obligations under this Agreement to a Lender or other person selected by Sunrise HoldCo III for a purchase price equal to the outstanding principal amount of such Lender’s share in the outstanding Advances and all accrued interest and fees and other amounts payable to it under this Agreement or (B) prepay that Lender all but not part of its share in its outstanding Advances and all accrued interest and fees and other amounts payable to it under this Agreement from cash flow, Subordinated Shareholder Loans or New Equity received by the Borrower Group. Any notice delivered under this paragraph (a) shall be accompanied by a Novation Certificate or Transfer Agreement complying with Clause 30.3 (Transfers by Lenders), which Novation Certificate or Transfer Agreement shall be immediately executed by the relevant Non-Consenting Lender or, as the case may be, Non-Funding Lender and returned to Sunrise HoldCo III. If a Lender does not execute and/or return a Novation Certificate or Transfer Agreement as 260 152197039_18 required by this paragraph (a) within two Business Days of delivery by Sunrise HoldCo III, the Facility Agent shall execute (and is hereby irrevocably authorised by the relevant Lender to do so) that Novation Certificate or Transfer Agreement on behalf of such Lender. (b) Sunrise HoldCo III shall have no right to replace the Facility Agent or the Security Agent and none of the foregoing nor shall any Lender have any obligation to Sunrise HoldCo III to find a replacement Lender or other such person. (c) In no event shall the Lender being replaced be required to pay or surrender to such replacement Lender or other person any of the fees received by such Lender being replaced pursuant to this Agreement. 29.10 Published Rate (a) Any amendment or waiver which relates to providing for the use of any alternative benchmark rate (each a “Replacement Benchmark Rate”) as the replacement for any Published Rate from time to time for the purpose of any Utilisation under a Compounded Rate Facility in any currency under this Agreement including, without limitation: (i) aligning any provision of any Finance Document to the use of that Replacement Benchmark Rate in relation to a Compounded Rate Facility; (ii) enabling that Replacement Benchmark Rate to be used for the calculation of interest under this Agreement in relation to a Compounded Rate Facility (including, without limitation, any consequential changes required to enable that Replacement Benchmark Rate to be used for the purposes of this Agreement in relation to a Compounded Rate Facility); (iii) implementing market conventions applicable to that Replacement Benchmark Rate in relation to a Compounded Rate Facility or aligning the means of calculation of interest on a Compounded Rate Advance under a Compounded Rate Facility in any currency under this Agreement to any recommendation of a relevant nominating body which relates to the use of the RFR for that currency on a compounded basis in the international or any relevant domestic syndicated loan markets; (iv) providing for appropriate fallback (and, if applicable, market disruption) provisions for that Replacement Benchmark Rate in relation to a Compounded Rate Facility; (v) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark Rate in relation to a Compounded Rate Facility; (vi) any other amendment or waiver which may be reasonably required, appropriate, necessary or desirable in connection with and/or to facilitate


 
261 152197039_18 the implementation and use of such Replacement Benchmark Rate in relation to a Compounded Rate Facility; or (vii) any further modification to the terms relating to that Replacement Benchmark Rate in relation to a Compounded Rate Facility after its implementation under this Agreement (including on the 2022 Amendment and Effective Date), may be made with the consent of the Facility Agent (acting in its sole discretion and, for the avoidance of doubt, without any requirement to consult with or seek any consent or instruction from the Lenders or any other Finance Party) and Sunrise HoldCo III (in each case, acting reasonably) from time to time, provided that in selecting any alternative benchmark rate the Facility Agent and Sunrise HoldCo III shall consider the benchmark rates being used at that time in the then prevailing market for syndicated debt financings of a similar size to, and in the same currency as, the relevant Utilisation and, for the avoidance of doubt, the Facility Agent and Sunrise HoldCo III may agree to provide for the use of different benchmark rates for different Utilisations and/or Facilities under this Agreement notwithstanding that they may be denominated in the same currency. (b) The Parties acknowledge that certain provisions of this Agreement relating to (i) Compounded Rate Advances under a Compounded Rate Facility have been drafted with regard to the LMA recommended form multicurrency term and revolving facilities agreement incorporating rate switch provisions (lookback without observation shift) published on 28 May 2021 (the “LMA Rate Switch Agreement”) and (ii) Term Rate Advances denominated in Dollars have been drafted with regard to the LMA recommended form multicurrency term and revolving facilities agreement incorporating Term SOFR for use in investment grade transactions published on 25 May 2023 (the “LMA Term SOFR Agreement”). The Parties agree that, at the request of Sunrise HoldCo III, the Facility Agent will notify each of the Lenders of the proposed amendment (for information purposes only) and promptly enter into any amendments to this Agreement reasonably requested by Sunrise HoldCo III and agreed by the Facility Agent (acting in its sole discretion and, for the avoidance of doubt, without any requirement to consult with or seek any consent or instruction from the Lenders or any other Finance Party) (acting reasonably) to ensure that the terms of this Agreement relating to Compounded Rate Advances under a Compounded Rate Facility and Term Rate Advances in Dollars reflect the equivalent terms of any subsequent version of the LMA Rate Switch Agreement or LMA Term SOFR Agreement (as applicable) or any recommended form of multicurrency term and revolving facilities agreement incorporating rate switch provisions (lookback without observation shift) or Term SOFR provisions published by the LMA, whilst preserving, to the extent reasonably practicable, any negotiated deviations from, or supplements to, the LMA Rate Switch Agreement or LMA Term SOFR Agreement (as applicable), and any election of drafting options set out in the LMA Rate Switch Agreement, in each case agreed between the Parties and reflected in this Agreement as of the 2022 Amendment Effective Date or the 2023 First Amendment Effective Date (as applicable). 262 152197039_18 30. CHANGES TO THE PARTIES 30.1 Successors and Assignees This Agreement shall be binding upon and enure to the benefit of each Party and its or any subsequent successors, permitted assignees and transferees. 30.2 Transfers by Obligors (a) No Obligor may assign, transfer, novate or dispose of any of, or any interest in, its rights and/or obligations under this Agreement, except: (i) pursuant to a merger in accordance with Clause 21.12(b) (Acquisitions and mergers); and (ii) that Sunrise HoldCo III Holdco (“Existing Sunrise HoldCo III Holdco”) may at any time assign, transfer, novate or dispose of all of its rights and obligations under this Agreement and the other Finance Documents to which it is a party to another person which is the immediate Holding Company of Sunrise HoldCo III (“New Sunrise HoldCo III Holdco”) in accordance with the terms of this Agreement and the terms of such other Finance Document, provided that any transfer or novation of obligations by Existing Sunrise HoldCo III Holdco will not be effective until New Sunrise HoldCo III Holdco has become an Additional Guarantor in accordance with Clause 30.8 (Additional Obligors) and has delivered or delivers the documents specified in Clause 30.8(a)(v) (Additional Obligors). (b) At the time the foregoing conditions for the transfer or novation of Existing Sunrise HoldCo III Holdco’s obligations shall have been satisfied (or waived, as the case may be) and such transfer or novation has taken effect: (i) Existing Sunrise HoldCo III Holdco will be released from its obligations under this Agreement and the other Finance Documents, without prejudice to any such obligations which may have accrued and shall not have been discharged prior to such time; and (ii) Existing Sunrise HoldCo III Holdco will cease to be an Original Guarantor. 30.3 Transfers by Lenders (a) A Lender (the “Existing Lender”) may at any time after the day falling five Business Days after the Signing Date assign, transfer or novate any of its rights and/or obligations under this Agreement and the other Finance Documents to another person (the “New Lender”), provided that in the case of a partial assignment, transfer or novation of rights and/or obligations, such assignment, transfer or novation shall be in a minimum amount (in relation to a Revolving Facility Commitment or an Additional Facility Commitment denominated in Swiss Francs) of CHF 1,000,000, (in relation to a Revolving Facility Commitment or an Additional Facility Commitment denominated in Euros) of €1,000,000 or (in relation to a Revolving Facility Commitment or an Additional 263 152197039_18 Facility Commitment denominated in US Dollars) of US$1,000,000 or, in each case, such lower amount as the Existing Lender may agree with Sunrise HoldCo III (save that in the case of a partial assignment, transfer or novation by a Lender of its rights and/or obligations under a Revolving Facility or an Additional Facility to an Affiliate or Related Fund of that Lender, such assignment, transfer or novation shall be in a minimum amount (in relation to a Revolving Facility Commitment or an Additional Facility Commitment denominated in Swiss Francs) of CHF 500,000, (in relation to a Revolving Facility Commitment or an Additional Facility Commitment denominated in Euros) of €500,000 or (in relation to a Revolving Facility Commitment or an Additional Facility Commitment denominated in US Dollars) of US$500,000 or, in each case, such lower amount as that Lender may agree with Sunrise HoldCo III). (b) The prior consent of Sunrise HoldCo III is required for any such assignment, transfer or novation (unless to an Affiliate or to a Lender, but without prejudice to paragraph (a) above), provided that: (i) Sunrise HoldCo III’s consent must not be unreasonably withheld or delayed; (ii) the prior consent of Sunrise HoldCo III is not required when (A) the assignment, novation or transfer of a Lender’s rights and/or obligations is to an Affiliate or Related Fund of that Lender or (B) an Event of Default is continuing pursuant to Clauses 23.2 (Non-payment), 23.6 (Insolvency), 23.7 (Insolvency Proceedings), 23.9 (Creditors’ Process) or 23.10 (Similar Proceedings) only; and (iii) nothing in this Clause 30.3 restricts the ability of any Lender to enter into any sub participation or other arrangement with any third party relating to the Finance Documents which does not transfer to that third party any obligation and/or legal or equitable interest in any of the rights arising under this Agreement. (c) Notwithstanding any other provision of this Agreement, no Lender shall be entitled to assign or transfer any of its rights, benefits or obligations under the Finance Documents in relation to a Revolving Facility or any Additional Revolving Facility without the prior written consent of Sunrise HoldCo III, provided that no such consent shall be required in the case of any assignment or transfer: (i) by a Lender to another Lender under a Revolving Facility or any Additional Revolving Facility and/or to its Affiliate (or in the case of any Lender which constitutes a fund advised and/or managed by a common person or an Affiliate thereof, to any other fund managed by such common person or Affiliate); (ii) to a person that is a lender under any revolving credit facility made available to any Affiliate of Sunrise HoldCo III; or (iii) to any New Lender at any time after the occurrence of an Event of Default which is continuing pursuant to Clauses 23.2 (Non-payment), 23.6 264 152197039_18 (Insolvency), 23.7 (Insolvency Proceedings), 23.9 (Creditors’ Process) or 23.10 (Similar Proceedings) only. (d) A transfer of obligations will be effective only if the obligations are novated in accordance with Clause 30.4 (Procedure for novations). (e) On each occasion an Existing Lender assigns, transfers or novates any of its rights and/or obligations under this Agreement (other than to an Affiliate or Related Fund of that Existing Lender), the New Lender shall, on the date the assignment, transfer and/or novation takes effect, pay to the Facility Agent for its own account a fee of €1,500. (f) An Existing Lender is not responsible to a New Lender for: (i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; (ii) the collectability of amounts payable under any Finance Document; or (iii) the accuracy of any statements (whether written or oral) made in connection with any Finance Document. (g) Each New Lender confirms to the Existing Lender and the other Finance Parties that: (i) it has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related persons in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and (ii) it will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related persons while any amount is or may be outstanding under this Agreement or any Revolving Facility Commitment or Additional Facility Commitment is in force. (h) Nothing in any Finance Document obliges an Existing Lender to: (i) accept a re-transfer from a New Lender of any of the rights and/or obligations assigned, transferred or novated under this Clause 30.3; or (ii) support any losses incurred by the New Lender by reason of the non- performance by any Obligor of its obligations under this Agreement or otherwise. (i) Any reference in this Agreement to a Lender includes a New Lender (to the extent rights have been assigned, transferred or novated to that New Lender and to the extent that obligations have been assumed by the New Lender) but excludes a Lender if no amount is or may be owed to or by it under this Agreement and its Revolving Facility Commitment and its Additional Facility Commitment have been cancelled or reduced to nil.


 
265 152197039_18 (j) If any assignment, transfer or novation results, or will result by reason of circumstances existing at the time of the assignment, transfer or novation, in additional amounts becoming due under Clause 15 (Tax Gross-up and Indemnities) or amounts becoming due under Clause 17 (Increased Costs), the New Lender shall be entitled to receive such additional amounts only to the extent that the Existing Lender would have been so entitled had there been no such assignment, transfer or novation. (k) Notwithstanding any other provision of this Agreement, the consent of each L/C Bank under a Revolving Facility or any Additional Revolving Facility (as applicable) shall be required (such consent not to be unreasonably withheld or delayed) for any assignment or transfer of any Lender’s rights and/or obligations under the relevant Revolving Facility or the relevant Additional Revolving Facility (as applicable) provided that in relation to any assignment or transfer required by Sunrise HoldCo III under Clause 10.7 (Right of prepayment and cancellation in relation to a single Lender), an L/C Bank may not withhold such consent unless, acting reasonably, the reason for so doing relates to the creditworthiness of the proposed New Lender. 30.4 Procedure for novations (a) A novation is effected if: (i) the Existing Lender and the New Lender deliver to the Facility Agent a duly completed certificate (a “Novation Certificate”), substantially in the form of Part 1 of Schedule 4 (Novation Certificate); and (ii) the Facility Agent executes it (which the Facility Agent shall promptly do). (b) Each Finance Party (other than the Existing Lender and the New Lender) irrevocably authorises the Facility Agent to execute any duly completed Novation Certificate on its behalf if that Novation Certificate effects a novation permitted by Clause 30.3 (Transfers by Lenders). (c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate and subject to paragraph (e) below: (i) the Existing Lender and the other Parties (the “existing Parties”) will be released from their obligations to each other (the “discharged obligations”); (ii) the New Lender and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Lender instead of the Existing Lender; (iii) the rights of the Existing Lender against the existing Parties and vice versa (the “discharged rights”) will be cancelled; (iv) the New Lender and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are 266 152197039_18 exercisable by or against the New Lender instead of the Existing Lender; and (v) the New Lender shall become, by the execution by the Facility Agent of such Novation Certificate, bound by the terms of the Intercreditor Agreement as if it were an original party thereto as a Senior Beneficiary and shall acquire the same rights and assume the same obligations towards the other parties to the Intercreditor Agreement as would have been acquired and assumed had the New Lender been an original party to the Intercreditor Agreement as a Senior Beneficiary, all on the later of (i) five Business Days after receipt of a Novation Certificate executed by the Existing Lender and the New Lender; (ii) the date of execution of such Novation Certificate by the Facility Agent or; (iii) the date specified in the Novation Certificate. (d) If the effective date of a novation is after the date a Request is received by the Facility Agent but before the date the requested Advance is disbursed to the relevant Borrower, the Existing Lender shall be obliged to participate in that Advance in respect of its discharged obligations notwithstanding that novation, and the New Lender shall reimburse the Existing Lender for its participation in that Advance and all interest and fees thereon up to the date of reimbursement (in each case to the extent attributable to the discharged obligations) within three Business Days of the Utilisation Date of that Advance. (e) If an Existing Lender effects a Mid-Interest Period Transfer: (i) the Facility Agent has an obligation to make interest accruing on and prior to the date on which the Mid-Interest Period Transfer took effect (the “Pre Transfer Accrued Interest”) available to the Existing Lender in accordance with Clause 14.3 (Distribution). Once such accrued interest has been made available to the Existing Lender in accordance with Clause 14.3 (Distribution), the Facility Agent will be released from all obligations towards the Existing Lender; (ii) the Facility Agent will have no obligation to pay Pre Transfer Accrued Interest to the New Lender; (iii) such Existing Lender will continue to have the right to receive Pre Transfer Accrued Interest. Once such Pre-Transfer Accrued Interest has been made available to such Existing Lender in accordance with Clause 14.3 (Distribution), all rights of such Existing Lender against the Facility Agent will be cancelled; and (iv) the New Lender will have no right to receive Pre Transfer Accrued Interest from the Facility Agent. 267 152197039_18 30.5 Procedure for assignments (a) An assignment and assumption of rights and obligations will be effective only if the rights and obligations are assigned and assumed in accordance with this Clause 30.5 (Procedure for assignments). (b) Subject to Clause 30.3 (Transfers by Lenders), an Existing Lender may effect an assignment or transfer of an interest in any Facility by (A) executing and delivering to the Facility Agent a Transfer Agreement via an electronic settlement system acceptable to the Facility Agent or (B) if previously agreed with the Facility Agent, manually execute and deliver to the Facility Agent a Transfer Agreement, and the New Lender shall provide to the Facility Agent such information as may be required by the Facility Agent for the purposes of this Agreement (including any applicable tax forms) in which the New Lender shall designate one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Obligors and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the New Lender’s compliance procedures and applicable laws, including US federal and state securities laws. (c) By executing and delivering the Transfer Agreement, the Existing Lender and the New Lender thereunder shall be deemed to confirm to and agree with each other and the other Parties the representations set out in paragraph 1 of Annex 1 of the Transfer Agreement. (d) Upon its receipt of a duly completed Transfer Agreement executed by an Existing Lender and a New Lender, the transfer fee referred to in Clause 30.3(e) (Transfers by Lenders) and, if required, the written consent of Sunrise HoldCo III to such assignment and any applicable tax forms, the Facility Agent shall as soon as reasonably practicable (i) accept such Transfer Agreement and (ii) record the information contained therein in the Register. No assignment intended to be effected pursuant to a Transfer Agreement shall be effective unless it has been recorded in the Register as provided in Clause 30.10 (Register). 30.6 Designated Entities (a) A Lender (the “Related Lender”) may designate an affiliate or substitute Facility Office (a “Designated Entity”) as its Facility Office for the purpose of participating in Utilisations to a Borrower in a particular jurisdiction. (b) An affiliate or Facility Office of a Lender may be designated for the purposes of paragraph (a) above by acceding as a Designated Entity by signing an accession agreement substantially in the form of Schedule 9 (Form of Designated Entity Accession Agreement). (c) A Designated Entity does not have any Commitment and does not have any obligations under this Agreement prior to such Designated Entity participating in a Utilisation. (d) When a Designated Entity participates in a Utilisation: 268 152197039_18 (i) subject to paragraph (e) below, it shall be entitled to all the rights of a Lender and have the corresponding obligations of a Lender, in each case under the Finance Documents relating to its participation in any such Utilisations; and (ii) the other parties to the Finance Documents shall treat the Designated Entity as a Lender for these purposes. The Designated Entity is a Party for these purposes. (e) For the purposes only of voting in connection with any Finance Document, the participation of a Designated Entity in any outstanding Utilisations shall be deemed to be a participation of the Related Lender. (f) Any notice or communication to be made to a Designated Entity shall be served directly on the Designated Entity at the address supplied to the Facility Agent by the Related Lender where the Related Lender or Designated Entity reasonably requests or, if no such request has been made, shall be delivered to the Related Lender in accordance with this Agreement. (g) A Designated Entity may assign or transfer any of its rights and obligations under this Agreement in respect of its participation in any Utilisation (and the Related Lender may assign or transfer any corresponding Commitment) in accordance with this Clause 30 (Changes to the Parties). 30.7 Permitted Affiliate Group Designation (a) Sunrise HoldCo III may provide the Facility Agent with notice that it wishes to include any Affiliate (the “Permitted Affiliate Parent”) of Sunrise HoldCo III and the Subsidiaries of any such Permitted Affiliate Parent as members of the Borrower Group for the purposes of this Agreement. Such Affiliate shall become a Permitted Affiliate Parent for the purposes of this Agreement upon confirmation from the Facility Agent to Sunrise HoldCo III that: (i) such Affiliate and Sunrise HoldCo III have complied with the requirements of Clause 30.8 (Additional Obligors) and such Affiliate has acceded to this Agreement as a Borrower or as a Guarantor; (ii) Security has been granted (in form and substance satisfactory, to the Facility Agent (acting reasonably)) in favour of the Security Agent over all of such Affiliate’s shares and all of the rights in relation to loans from any member of the Wider Group (other than such Affiliate and its Subsidiaries) to such Affiliate and its Subsidiaries; (iii) Sunrise HoldCo III has delivered a certificate to the Facility Agent signed by an authorised signatory of Sunrise HoldCo III which certifies that: (A) the designation of such Affiliate as a Permitted Affiliate Parent under this Agreement will not:


 
269 152197039_18 (1) materially and adversely affect the Security and guarantees provided in relation to the liabilities under this Agreement; or (2) result in the Lenders under this Agreement becoming structurally subordinated in right of payment to lenders to the Permitted Affiliate Parent and its Subsidiaries; and (B) if the ratio of Total Net Debt to Annualised EBITDA of the Borrower Group is calculated for the most recent Ratio Period ending prior to the Permitted Affiliate Parent becoming a Party for which financial statements have been delivered pursuant to Clause 21.2 (Financial information) (the “Relevant Ratio Period”) but adding to the: (1) amount of Senior Net Debt and Total Net Debt used in such calculations any net increase in the Senior Net Debt or Total Net Debt of the Borrower Group (as applicable) since the end of the Relevant Ratio Period or subtracting from the amount of Senior Net Debt or Total Net Debt (as applicable) used in such calculation any net reduction in the Senior Net Debt or Total Net Debt of the Borrower Group (as applicable) (in each case taking into account the amount of Senior Net Debt or Total Net Debt (as applicable) attributable to the Permitted Affiliate Parent becoming a Party); and (2) Annualised EBITDA of the Borrower Group, the Annualised EBITDA of the Permitted Affiliate Parent and its Subsidiaries for the Relevant Ratio Period, the ratio of Senior Net Debt to Annualised EBITDA of the Borrower Group would be equal to or less than 4.50:1 and the ratio of Total Net Debt to Annualised EBITDA of the Borrower Group would be equal to or less than 5.50:1; (iv) it has received, in form and substance satisfactory to it (acting reasonably): (A) a combined Borrower Group business plan pro forma for the designation of such Affiliate as a Permitted Affiliate Parent which sets out the management plan for the period from the date of the proposed designation up to and including the earlier to occur of: (1) the then latest applicable Final Maturity Date; and (2) the date falling three years from the date of the relevant designation; 270 152197039_18 (B) an updated group structure chart showing the Common Holding Company (as defined below) and all of its direct and indirect Subsidiaries pro forma for the designation of such Affiliate as a Permitted Affiliate Parent; and (C) if available, financial statements for the last financial year of the Permitted Affiliate Parent and its Subsidiaries or any Holding Company of the Permitted Affiliate Parent and its Subsidiaries including consolidated balance sheets, consolidated income statements and statements of cash flow; and (v) Sunrise HoldCo III has given written notice to the Facility Agent identifying a person that is a Holding Company of Sunrise HoldCo III and each Permitted Affiliate Parent as the common Holding Company for the purposes of this Agreement (“Common Holding Company”) provided that the Common Holding Company and any of its Holding Companies has not issued or incurred, and shall not issue or incur, Holdco Debt. 30.8 Additional Obligors (a) (i) Subject to this paragraph (a) and to paragraphs (b) and (c) below: (A) a member of the Borrower Group (including without limitation, any Permitted Affiliate Parent); (B) any Sunrise HoldCo III Holdco (other than Sunrise HoldCo IV); (C) any Permitted Affiliate Holdco; (D) any Subsidiary of Sunrise HoldCo III Holdco; (E) any Permitted Affiliate Holdco which is permitted to issue and has issued Holdco Debt; or (F) any other Affiliate of Sunrise HoldCo III that does not fall within any of sub-paragraphs (A) to (E) above (a “Proposed Affiliate Subsidiary”), may become an Additional Guarantor and any member of the Borrower Group (including, without limitation, any Permitted Affiliate Parent) may become an Additional Borrower by delivering to the Facility Agent an Obligor Accession Agreement, duly executed by that person as an Additional Guarantor or Additional Borrower (as applicable). (ii) A person which (A) becomes the immediate Holding Company of Sunrise HoldCo III or (B) becomes a Guarantor under the Existing Facility Agreement shall, prior to or contemporaneously with becoming such Holding Company or Guarantor, become an Additional Guarantor by delivering to the Facility Agent an Obligor Accession Agreement, 271 152197039_18 duly executed by that person as an Additional Guarantor, provided that the Facility Agent (acting in its sole discretion) may elect to waive the requirements of this sub-paragraph (a)(ii) if Sunrise HoldCo III gives an undertaking in a form reasonably satisfactory to it that such requirements will be satisfied within 60 days of the date that such person becomes an Additional Guarantor. (iii) A member of the Borrower Group (including, without limitation, any Permitted Affiliate Parent) that becomes an Additional Borrower shall, prior to or contemporaneously with becoming an Additional Borrower, become an Additional Guarantor by delivering to the Facility Agent an Obligor Accession Agreement (which may be the same Obligor Accession Agreement entered into by that Additional Borrower referred to in paragraph (i) above) duly executed by that person as an Additional Guarantor. (iv) Upon execution and delivery of an Obligor Accession Agreement and delivery of the documents specified in paragraph (v) below, the relevant member of the Borrower Group (including, without limitation, any Permitted Affiliate Parent) or other person referred to in paragraph (i), (ii) or (iii) above will become an Additional Guarantor or Additional Borrower and an Additional Guarantor (as applicable). (v) Sunrise HoldCo III shall procure that, at the same time as an Obligor Accession Agreement is delivered to the Facility Agent, there is also delivered to the Facility Agent all those documents listed in Part 2 of Schedule 2 (Conditions Precedent Documents), in each case in form and substance satisfactory to the Facility Agent (acting reasonably) provided that any member of the Borrower Group (including without limitation, any Permitted Affiliate Parent) which is required to become an Obligor within an applicable grace period shall be entitled to become an Obligor without delivering any Security Documents to the Facility Agent at the time it accedes provided that such Security Documents shall be delivered to the Facility Agent prior to the later of (A) the end of that applicable grace period and (B) to the extent that Sunrise HoldCo III has given the Facility Agent a relevant undertaking in a form reasonably satisfactory to the Facility Agent in accordance with Part 2 of Schedule 2 (Condition Precedent Documents), within 60 days of the relevant accession. The Facility Agent shall notify Sunrise HoldCo III and the Lenders promptly upon being satisfied (acting reasonably) that the conditions specified in this paragraph have been satisfied. (vi) The Obligor Accession Agreement referred to in paragraph (i) above may, in the case of an Additional Guarantor, with the prior written approval of the Facility Agent, include a limitation of the obligations or liabilities of the relevant Additional Guarantor under Clause 19 (Guarantee) where such limitation is required by any applicable law. (b) Subject to paragraph (d) below, Sunrise HoldCo III shall procure that the 80% Security Test is satisfied at the end of each Accounting Period for which financial statements are delivered under Clause 21.2(a)(i) (Financial information). 272 152197039_18 (c) A member of the Borrower Group (including, without limitation, any Permitted Affiliate Parent) may only become an Additional Borrower under a Facility if such member of the Borrower Group executes an Obligor Accession Agreement and (other than in the case of Sunrise Financing) such Obligor Accession Agreement specifies the relevant Facility under which that member of the Borrower Group is to be a Borrower, and: (i) the prior consent of the Majority Lenders under that Facility is obtained; (ii) it would not be materially adverse to the interests of any Lender under that Facility as determined by each such Lender (acting reasonably); or (iii) such member of the Borrower Group is incorporated in the same jurisdiction as an existing Borrower under that Facility. (d) After the Effective Date, Sunrise HoldCo III shall be in compliance with its obligations under paragraph (b) above if it procures that any of its Subsidiaries which are required to become Additional Guarantors do so within 60 days after the delivery to the Facility Agent of any financial statements delivered under Clause 21.2(a)(i) (Financial information) which demonstrate that additional Subsidiaries of Sunrise HoldCo III or any Permitted Affiliate Parent are required to be become Additional Guarantors under paragraph (a). (e) The execution of an Obligor Accession Agreement constitutes confirmation by the relevant Additional Guarantor or Additional Borrower (if applicable) that the relevant representations and warranties set out in Clause 20 (Representations and Warranties) to be made by it on the date of the Obligor Accession Agreement are correct, as if made with reference to the facts and circumstances then existing. (f) On or prior to the date falling 60 Business Days from any Permitted Affiliate Group Designation Date, Sunrise HoldCo III shall deliver to the Facility Agent a certificate signed by an authorized signatory of Sunrise HoldCo III confirming that the 80% Security Test (calculated on a combined basis across the Borrower Group (as existing immediately prior to the Permitted Affiliate Group Designation Date) and the Permitted Affiliate Parent and its Subsidiaries) is satisfied. 30.9 Reference Banks (a) If a Reference Bank ceases to be a Lender, the Facility Agent shall (after consulting with Sunrise HoldCo III) appoint another Lender which is not a Reference Bank to replace that Reference Bank. (b) Sunrise HoldCo III and the Facility Agent may agree to add one or more additional Reference Bank(s) from among the Lenders. 30.10 Register The Facility Agent, acting solely for this purpose as the agent of the Borrowers, shall maintain at its address referred to in Clause 37.2(b) (Addresses for notices) a copy of each Novation Certificate, Transfer Agreement, Additional Facility Accession Agreement or Increase Confirmation delivered to and accepted by it and a register (the


 
273 152197039_18 “Register”) (which shall be maintained on behalf of all Parties) of the names and addresses of all the Parties including, in the case of Lenders, their Commitments under each Facility, the principal amount of the Advances owing under each Facility to each Lender from time to time and the details of their Facility Office notified to the Facility Agent from time to time, and shall supply any other Party (at that Party’s expense) with a copy of the register on request. The entries in such register shall be conclusive and binding for all purposes, absent manifest error, and the Obligors, the Facility Agent and the Lenders shall treat each person whose name is recorded in the register as a Lender hereunder for all purposes of this Agreement. 30.11 Copy of Novation Certificate, Transfer Agreement or Increase Confirmation to Sunrise HoldCo III The Facility Agent shall, as soon as reasonably practicable after it has executed a Novation Certificate, Transfer Agreement or Increase Confirmation, send to Sunrise HoldCo III a copy of that Novation Certificate, Transfer Agreement or Increase Confirmation. 31. DISCLOSURE OF INFORMATION (a) Subject to paragraphs (b) to (d) below, each of the Facility Agent, the Security Agent, the Lenders, each L/C Bank and any Ancillary Facility Lender agrees to maintain the confidentiality of all information received from any member of the Borrower Group relating to any member of the Borrower Group, any member of the Wider Group or its business other than any such information that: (i) is or becomes public knowledge other than as a direct result of any breach of this Clause 31 (Disclosure of Information); (ii) is available to the Facility Agent, the Security Agent, the Lenders, each L/C Bank or Ancillary Facility Lender on a non-confidential basis prior to receipt thereof from the relevant member of the Borrower Group; or (iii) is lawfully obtained by any of the Facility Agent, the Security Agent, the Lenders, such L/C Bank or Ancillary Facility Lender after the date of receipt other than from a source which is connected with the Borrower Group and which, as far as the relevant recipient thereof is aware, has not been obtained in violation of, and is not otherwise subject to, any obligation of confidentiality. (b) The confidentiality obligations in paragraph (a) above shall only apply, in respect of each Finance Party, from the Signing Date until the earlier of the date that falls 12 months after (i) the date that the Commitments have been cancelled in full and (ii) the date that such Facility Agent, Security Agent, Lender, L/C Bank or Ancillary Facility Lender ceases to be a Party. (c) Notwithstanding paragraph (a) above, a Lender may disclose to any of its Affiliates and any other person: 274 152197039_18 (i) to (or through) whom that Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this Agreement; (ii) with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, this Agreement or any Obligor; or (iii) to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation, any information about any Obligor, the Borrower Group, the Wider Group and the Finance Documents as that Lender shall consider appropriate (acting reasonably) if, in relation to paragraphs (i) and (ii) above, the person to whom the information is to be given has entered into a Confidentiality Undertaking. (d) Notwithstanding any other provision of this Agreement, any Party (and any of its affiliates, officers, directors, employees, representatives, professional advisers, or other agents) may (and has since the commencement of discussions with respect to the Facilities been permitted to) disclose to any and all persons, without limitation of any kind: (i) the U.S. tax treatment and U.S. tax structure (each as defined below) of the Facilities; and (ii) all material of any kind (including opinions and other tax analyses) that are provided to such party relating to such U.S. tax treatment or U.S. tax structure, except to the extent reasonably necessary to comply with applicable federal or state securities laws. For the purposes of this subsection, the “U.S. tax treatment” of the Facilities is the purported or claimed U.S. federal, state and local income tax treatment of the Facilities, and the “U.S. tax structure” of the Facilities is any fact that may be relevant to understanding the purported or claimed U.S. federal, state and local income tax treatment of the Facilities. This authorisation is not intended to permit disclosure of any information (other than information relating to the U.S. tax treatment or U.S. tax structure of the Facilities) including (without limitation) (A) any portion of any materials to the extent not related to the U.S. tax treatment or U.S. tax structure of the Facilities, (B) the identities of participants or potential participants in the Facilities (except to the extent such identities are related to the U.S. tax treatment or the U.S. tax structure of the Facilities), (C) the existence or status of any negotiations, (D) any pricing or financial information (except to the extent such pricing or financial information is related to the U.S. tax treatment or the U.S. tax structure of the Facilities), or (E) any other term or detail not relevant to the U.S. tax treatment or the U.S. tax structure of the Facilities. 275 152197039_18 32. CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK QUOTATIONS 32.1 Confidentiality and disclosure (a) The Facility Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below. (b) The Facility Agent may disclose: (i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 16.4(e) (Cost of funds); and (ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be. (c) The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation and each Obligor may disclose any Funding Rate, to: (i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (c) is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it; (ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; 276 152197039_18 (iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and (iv) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be. (d) The Facility Agent’s obligations in this Clause 32 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 16.4(e) (Cost of funds) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification. 32.2 Related obligations (a) The Facility Agent and each Obligor acknowledge that each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) is or may be price-sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Facility Agent and each Obligor undertake not to use any Funding Rate or, in the case of the Facility Agent, any Reference Bank Quotation for any unlawful purpose. (b) The Facility Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be: (i) of the circumstances of any disclosure made pursuant to Clause 32.1(c)(iii) (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and (ii) upon becoming aware that any information has been disclosed in breach of this Clause 32. 32.3 No Event of Default No Event of Default will occur by reason only of an Obligor’s failure to comply with this Clause 32. 33. SET-OFF 33.1 Contractual set off Whilst any Event of Default has occurred and is continuing:


 
277 152197039_18 (a) a Finance Party may set off any matured obligation owed by an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off; and (b) any credit balances taken into account by an Ancillary Facility Lender when operating a net limit in respect of any overdraft under an Ancillary Facility shall on enforcement of the Finance Documents be applied first in the reduction of the overdraft provided under that Ancillary Facility in accordance with its terms. 33.2 Set-off not mandatory No Finance Party shall be obliged to exercise any right given to it by Clause 33.1 (Contractual set off). 33.3 Notice of set-off Any Finance Party exercising its rights under Clause 33.1 (Contractual set off) shall notify the relevant Obligor promptly after set-off is applied. 34. PRO RATA SHARING 34.1 Redistribution If any amount owing by an Obligor under any Finance Document to a Finance Party (the “recovering Finance Party”) is discharged by payment, set-off or any other manner other than through the Facility Agent in accordance with Clause 14 (Payments) (a “recovery”), then: (a) the recovering Finance Party shall, within three Business Days, notify details of the recovery to the Facility Agent; (b) the Facility Agent shall determine whether the recovery is in excess of the amount which the recovering Finance Party would have received had the recovery been received by the Facility Agent and distributed in accordance with Clause 14 (Payments); (c) subject to Clause 34.3 (Exceptions), the recovering Finance Party shall, within three Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “redistribution”) equal to the excess; (d) the Facility Agent shall treat the redistribution as if it were a payment by the Obligor concerned under Clause 14 (Payments) and shall pay the redistribution to the Finance Parties (other than the recovering Finance Party) in accordance with Clause 14.8 (Partial payments); and (e) after payment of the full redistribution, the recovering Finance Party will be subrogated to the portion of the claims paid under paragraph (d) above, and that 278 152197039_18 Obligor will owe the recovering Finance Party a debt which is equal to the redistribution, immediately payable and of the type originally discharged. 34.2 Reversal of redistribution If under Clause 34.1 (Redistribution): (a) a recovering Finance Party must subsequently return a recovery, or an amount measured by reference to a recovery, to an Obligor; and (b) the recovering Finance Party has paid a redistribution in relation to that recovery, each Finance Party shall, within three Business Days of demand by the recovering Finance Party through the Facility Agent, reimburse the recovering Finance Party all or the appropriate portion of the redistribution paid to that Finance Party. Thereupon the subrogation in Clause 34.1(e) (Redistribution) will operate in reverse to the extent of the reimbursement. Each Finance Party agrees with the Facility Agent that it will comply with any notice given to it by the Facility Agent under this Clause 34.2. 34.3 Exceptions (a) A recovering Finance Party need not pay a redistribution to the extent that it would not, after the payment, have a valid claim against the Obligor concerned in the amount of the redistribution pursuant to Clause 34.1(e) (Redistribution). (b) A recovering Finance Party is not obliged to share with any other Finance Party any amount which the recovering Finance Party has received or recovered as a result of taking legal proceedings, if the other Finance Party had an opportunity to participate in those legal proceedings but did not do so and did not take separate legal proceedings. 34.4 Ancillary Facility Lenders (a) This Clause 34 (Pro Rata Sharing) shall not apply to any receipt or recovery by a Lender in its capacity as an Ancillary Facility Lender at any time prior to service of notice under Clause 23.18 (Acceleration) or Clause 23.19 (Maintenance Covenant Revolving Facility Acceleration). (b) Following service of notice under Clause 23.18 (Acceleration) or Clause 23.19 (Maintenance Covenant Revolving Facility Acceleration), this Clause 34 (Pro Rata Sharing) shall apply to all receipts or recoveries by Ancillary Facility Lenders except to the extent that the receipt or recovery represents a reduction from the Designated Gross Amount for an Ancillary Facility to its Designated Net Amount. 34.5 Contractual recognition of bail-in Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the 279 152197039_18 Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of: (a) any Bail-In Action in relation to any such liability, including: (i) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability; (ii) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and (iii) a cancellation of any such liability; and (b) a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability. 34.6 QFC Credit Support To the extent that the Finance Documents provide support, through a guarantee or otherwise, for any Hedging Agreement or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the Parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Finance Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): (a) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Finance Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Finance Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the Parties with respect to a Defaulting Lender shall in no event 280 152197039_18 affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support. (b) For the purposes of this Clause 34.6, the following terms have the following meanings: “BHC Act Affiliate” of a Party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such Party. “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). 35. SEVERABILITY If a provision of any Finance Document is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect: (a) the legality, validity or enforceability in that jurisdiction of any other provision of the Finance Documents; or (b) the legality, validity or enforceability in other jurisdictions of that or any other provision of the Finance Documents. 36. COUNTERPARTS A Finance Document (other than a Security Document governed by the laws of a jurisdiction which requires such Security Document to be signed on a single copy in order for such Security Document to grant a valid and enforceable Security Interest) may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of such Finance Document. 37. NOTICES 37.1 Giving of notices All notices or other communications under or in connection with a Finance Document unless specified to the contrary in such Finance Document shall be given in writing and, unless stated, may be made by letter, telex or facsimile or (to the extent that (i) the relevant Party has specified such an address pursuant to Clause 37.2 (Addresses for notices) and (ii) such notice or communication is not required to be signed by an authorised signatory, other officer or board of the relevant person and the form of such notice or communication does not provide for signature by an authorised signatory,


 
281 152197039_18 other officer or board of the relevant person) by e-mail. Any such notice will be deemed to be given as follows: (a) if by letter, when delivered personally or on actual receipt; and (b) if by facsimile or e-mail, when received in legible form. However, a notice given in accordance with the above but received on a non-working day or after business hours in the place of receipt will only be deemed to be given on the next working day in that place. 37.2 Addresses for notices (a) The address and facsimile number and (if so specified) e-mail address of each Party (other than the Facility Agent and the Borrowers) for all notices under or in connection with a Finance Document unless specified to the contrary in such Finance Document are: (i) that notified by that Party for this purpose to the Facility Agent on or before it becomes a Party; or (ii) any other notified by that Party for this purpose to the Facility Agent by not less than five Business Days’ notice. (b) The address, facsimile numbers and e-mail address of the Facility Agent and the Security Agent are: Scotiabank 201 Bishopsgate 6th Floor London EC2M 3NS Contact: Rory McCarthy E-mail: rory.mccarthy@scotiabank.com or such other as the Facility Agent may notify to the other Parties by not less than five Business Days’ notice. (c) The address, facsimile numbers and e-mail address of Sunrise HoldCo III is: Sunrise HoldCo III B.V. Boeingavenue 53 1119 PE Schiphol Rijk The Netherlands Contact: Treasury Department E-mail: treasuryrisk@libertyglobal.com; aspruyt@libertyglobal.com; izijlmans@libertyglobal.com 282 152197039_18 or such other as the Borrower may notify to the other Parties by not less than five Business Days’ notice. (d) The Facility Agent shall, promptly upon request from any Party, give to that Party the address, facsimile number or e-mail address (if applicable) of any other Party applicable at the time for the purposes of this Clause 37. 37.3 Use of Websites/E-mail (a) An Obligor may (and upon request by the Facility Agent, shall) satisfy its obligations under the Finance Documents to deliver any information in relation to those Lenders (the “Website Lenders”) who have not objected to the delivery of information electronically by posting this information onto an electronic website designated by Sunrise HoldCo III and the Facility Agent (the “Designated Website”) or by e-mailing such information to the Facility Agent, if: (i) the Facility Agent expressly agrees that it will accept communication and delivery of any documents required to be delivered pursuant to the Finance Documents by this method; (ii) in the case of posting to the Designated Website, Sunrise HoldCo III and the Facility Agent are aware of the address of, and any relevant password specifications for, the Designated Website; and (iii) the information is in a format previously agreed between Sunrise HoldCo III and the Facility Agent. (b) If any Lender (a “Paper Form Lender”) objects to the delivery of information electronically then the Facility Agent shall notify Sunrise HoldCo III accordingly and Sunrise HoldCo III shall supply the information to the Facility Agent (in sufficient copies for each Paper Form Lender) in paper form. (c) The Facility Agent shall supply each Website Lender with the address of, and any relevant password specifications for, the Designated Website following designation of that website by Sunrise HoldCo III and the Facility Agent. (d) Any Website Lender may request, through the Facility Agent, one paper copy of any information required to be provided under the Finance Documents which is posted onto the Designated Website. Sunrise HoldCo III shall comply with any such request within 10 Business Days. (e) Subject to the other provisions of this Clause 37.3 (Use of Websites/E-mail), any Obligor may discharge its obligation to supply more than one copy of a document under a Finance Document unless specified to the contrary in such Finance Document by posting one copy of such document to the Designated Website or e-mailing one copy of such document to the Facility Agent. (f) For the purposes of paragraph (a) above, the Facility Agent hereby expressly agrees that: 283 152197039_18 (i) it will accept delivery of documents required to be delivered under Clause 21.2 (Financial information) by the posting of such documents to the Designated Website or by email delivery to the Facility Agent; and (ii) it has agreed to the format of the information required to be delivered under Clause 21.2 (Financial information). 37.4 Patriot Act Each Lender subject to the USA Patriot Act (Title 111 of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) hereby notifies Sunrise HoldCo III and each other Obligor that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies Sunrise HoldCo III and the other Obligors and other information that will allow such Lender to identify Sunrise HoldCo III and the other Obligors in accordance with the Patriot Act. 38. LANGUAGE (a) Any notice given under or in connection with any Finance Document shall be in English. (b) All other documents provided under or in connection with any Finance Document shall be: (i) in English; or (ii) if not in English and the Facility Agent so requests, accompanied by a certified English translation and, in this case, the English translation shall prevail unless the document is a statutory or other official document. 38.2 Communication when Facility Agent is Impaired Agent If the Facility Agent is an Impaired Agent the Finance Parties may, instead of communicating with each other through the Facility Agent, communicate with each other directly and (while the Facility Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Facility Agent shall be varied so that communications may be made and notices given to or by the Finance Parties directly. This provision shall not operate after a replacement Facility Agent has been appointed. 39. JURISDICTION 39.1 Submission For the benefit of each Finance Party, each Obligor agrees that the courts of England have jurisdiction to settle any disputes in connection with any Finance Document (other than any Security Document expressed to be governed by laws other than the laws of England) and accordingly submits to the jurisdiction of the English courts. 284 152197039_18 39.2 Service of process Without prejudice to any other mode of service, each Obligor which is not incorporated in England and Wales: (a) irrevocably appoints Liberty Global Europe Limited at Griffin House, 161 Hammersmith Road, London, W6 8BS as its agent for service of process relating to any proceedings before the English courts in connection with any Finance Document; (b) agrees to maintain an agent for service of process in England until all Revolving Facility Commitments and Additional Facility Commitments have terminated and the Utilisations and all other amounts payable under the Finance Documents have been finally, irrevocably and indefeasibly repaid in full; (c) agrees that failure by a process agent to notify the Obligor of the process will not invalidate the proceedings concerned; (d) consents to the service of process relating to any such proceedings by prepaid posting of a copy of the process to its address for the time being applying under Clause 37.2 (Addresses for notices); and (e) agrees that if the appointment of any person mentioned in paragraph (a) above ceases to be effective, the relevant Obligor shall immediately appoint a further person in England to accept service of process on its behalf in England and, failing such appointment within 15 days, the Facility Agent is entitled and authorised to appoint a process agent for the Obligor by notice to the Obligor. 39.3 Forum convenience and enforcement abroad Each Obligor: (a) waives objection to the English courts on grounds of inconvenient forum or otherwise as regards proceedings in connection with a Finance Document; and (b) agrees that a judgment or order of an English court in connection with a Finance Document is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction. 39.4 Non-exclusivity Nothing in this Clause 39 limits the right of a Finance Party to bring proceedings against an Obligor in connection with any Finance Document: (a) in any courts which would have jurisdiction pursuant to the provisions of Chapter II, Sections 1 and 2 of the Regulation (EU) No 1215/2012 of the European Parliament and of the Council of 12 December 2012 on Jurisdiction and the Recognition and Enforcement of Judgments in Civil and Commercial Matters (recast) or of Title II, Sections 1 and 2 of the Convention on Jurisdiction and the Recognition and Enforcement of Judgments in Civil and Commercial Matters, signed at Lugano on 30 October 2007; or


 
285 152197039_18 (b) concurrently in more than one of these jurisdictions. 40. WAIVER OF IMMUNITY Each Obligor irrevocably and unconditionally: (a) agrees that if a Finance Party brings proceedings against it or its assets in relation to a Finance Document, no immunity from those proceedings (including, without limitation, suit, attachment prior to judgment, other attachment, the obtaining of judgment, execution or other enforcement) will be claimed by or on behalf of itself or with respect to its assets; (b) waives any such right of immunity which it or its assets now has or may subsequently acquire; and (c) consents generally in respect of any such proceedings to the giving of any relief or the issue of any process in connection with those proceedings, including, without limitation, the making, enforcement or execution against any assets whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in those proceedings. 41. WAIVER OF TRIAL BY JURY EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN CONNECTION WITH ANY FINANCE DOCUMENT OR ANY TRANSACTION CONTEMPLATED BY ANY FINANCE DOCUMENT. THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY THE COURT. 42. GOVERNING LAW This Agreement, including all non-contractual obligations arising out of or in connection with it, shall be governed by, and construed in accordance with English law. THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement. 286 152197039_18 SCHEDULE 1 ORIGINAL PARTIES Part 1: 2025 Amendment Effective Date Guarantors Name Address Company Number Sunrise Financing Partnership 1550 Wewatta Street, Suite 1000, Denver, Colorado 80202, United States 5081283 Sunrise HoldCo III B.V. (previously called UPC Broadband Holding B.V. and UPC Distribution Holding B.V.) Boeingavenue 53 1119 PE Schiphol Rijk The Netherlands 34139182 Sunrise FinCo II B.V. Boeingavenue 53 1119 PE Schiphol Rijk The Netherlands 34142964 Sunrise HoldCo IV B.V. Boeingavenue 53 1119 PE Schiphol Rijk The Netherlands 34136926 Sunrise HoldCo II B.V. Boeingavenue 53 1119 PE Schiphol Rijk The Netherlands 34266721 287 152197039_18 Part 2: [Reserved] 288 152197039_18 Part 3: Revolving Facility Lenders (as at the 2025 Amendment Effective Date) Revolving Facility Lender Revolving Facility Commitment (CHF) Non-Acceptable L/C Lender (Y/N) Deutsche Bank AG, London Branch 37,500,000 N The Royal Bank of Scotland plc 31,250,000 N Credit Agricole Corporate and Investment Bank 31,250,000 N ING Bank N.V. 31,250,000 N BNP Paribas Fortis SA/NV 37,500,000 N Goldman Sachs Bank USA 37,500,000 N The Bank of Nova Scotia 37,500,000 N Bank of America, N.A., London Branch 37,500,000 N Morgan Stanley Bank, N.A. 31,250,000 N JPMorgan Chase Bank, N.A., London Branch 37,500,000 N Société Générale Paris Branch 37,500,000 Y Citibank Europe Plc, Dublin Branch 37,500,000 N Raiffeisen Bank International AG 37,500,000 N UBS Switzerland AG 37,500,000 N Total Commitments 500,000,000


 
289 152197039_18 SCHEDULE 2 CONDITIONS PRECEDENT DOCUMENTS Part 1: To be Delivered before the First Advance [Intentionally left blank.] 290 152197039_18 Part 2: To be Delivered by an Additional Obligor 1. An Obligor Accession Agreement, duly executed as a deed (or using any equivalent necessary formality, in the case of an Additional Obligor incorporated outside the United Kingdom) by the Additional Obligor. 2. In the case of an Additional Obligor (other than any Sunrise HoldCo III Holdco, a Permitted Affiliate Holdco or any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt), a pledge over all the issued shares of the Additional Obligor owned by any member of the Borrower Group in substantially the same form as a share pledge already granted to the Security Agent over shares of another Obligor incorporated in the same jurisdiction as the Additional Obligor or in such other form as the Security Agent may reasonably require, together with (i) prior to the 2016 ICA Amendment Effective Date, a Security Provider’s Deed of Accession or (ii) following the 2016 ICA Amendment Effective Date, an accession deed to the Intercreditor Agreement (to the extent such Additional Obligor is not already a party in the relevant capacity), in each case executed by such member of the Borrower Group, such notices and other documents as the Security Agent may require to perfect such share pledge. The Facility Agent (acting in its sole discretion) may elect to waive the requirements of this paragraph 2 if Sunrise HoldCo III gives an undertaking in a form reasonably satisfactory to it that such requirements will be satisfied within 60 days of the relevant accession. 3. Details of: (a) [Reserved]; (b) [Reserved]; (c) (in the case of an Additional Guarantor that will become a Sunrise HoldCo III Holdco, a Permitted Affiliate Holdco or a Subsidiary of Sunrise HoldCo III Holdco or Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt at the same time as, or after, it becomes an Additional Guarantor) details of all Financial Indebtedness owing to the Additional Guarantor by any member of the Borrower Group and, to the extent that Sunrise HoldCo III elects that such Financial Indebtedness should constitute Subordinated Shareholder Loans, a pledge over the instrument pursuant to which such proposed Subordinated Shareholder Loans have or has been advanced; and (d) [Reserved]. The Facility Agent (acting in its sole discretion) may elect to waive the requirements of this paragraph 3 if Sunrise HoldCo III gives an undertaking in a form reasonably satisfactory to it that such requirements will be satisfied within 60 days of the relevant accession. 4. [Reserved]. 5. In the case of a Proposed Affiliate Subsidiary, a pledge over 100% of that Proposed Affiliate Subsidiary’s shares and a pledge over all Financial Indebtedness owed to any member of the Wider Group (other than such Affiliate and its Subsidiaries) by that 291 152197039_18 Proposed Affiliate Subsidiary and its Subsidiaries, in each case, in substantially the same form as a share pledge or receivables pledge (as applicable) already granted to the Security Agent (a) by a member of the Borrower Group incorporated in the same jurisdiction as the Proposed Affiliate Subsidiary or (b) in respect of shares or receivables located in the same jurisdiction as the relevant shares or receivables or (c) in form and substance satisfactory to the Facility Agent (acting reasonably), together will all such notices and other documents as the Security Agent may require to perfect the share or receivables pledge (as applicable). The Facility Agent (acting in its sole discretion) may elect to waive the requirements of this paragraph 5 if Sunrise HoldCo III gives an undertaking in a form reasonably satisfactory to it that such requirements will be satisfied within 60 days of the relevant accession. 6. A copy of the memorandum and articles of association and certificate of incorporation (or other equivalent constitutional documents) of the Additional Obligor (and any Subsidiary of the Additional Obligor, the issued shares of which are to be subject to a share pledge referred to in paragraph 7 below). 7. (a) Where the Additional Guarantor will become a Sunrise HoldCo III Holdco at the same time as, or after, it becomes an Additional Guarantor, a pledge over all the issued shares of Sunrise HoldCo III substantially in the same form as a share pledge already granted to the Security Agent over shares of Sunrise HoldCo III or in such other form as the Security Agent may reasonable require, together with such notices and other documents as the Security Agent may require to perfect such share pledge. (b) [Reserved]. The Facility Agent (acting in its sole discretion) may elect to waive the requirements of this paragraph 7 if Sunrise HoldCo III gives an undertaking in a form reasonably satisfactory to it that such requirements will be satisfied within 60 days of the relevant accession. 8. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Obligor Accession Agreement (and any relevant Security Document referred to in paragraphs 2, 3, 4, 5 or 7 above (each an “Additional Security Document”)) and resolving that it execute the Obligor Accession Agreement (and each Additional Security Document); (b) authorising a specified person or persons to execute the Obligor Accession Agreement and each Additional Security Document; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents to be signed and/or despatched by it under or in connection with the Finance Documents; and (d) authorising Sunrise HoldCo III to act as its agent in connection with the Finance Documents. 9. A copy of any other authorisation or other document, opinion or assurance which the 292 152197039_18 Facility Agent reasonably considers to be necessary in connection with the entry into and performance of, and the transactions contemplated by, the Obligor Accession Agreement or any Additional Security Document. 10. A specimen of the signature of each person authorised by the resolution referred to in paragraph 8 above. 11. A certificate of an authorised signatory of the Additional Obligor certifying that each copy of the documents specified in Part 2 of this Schedule 2 and provided by it is a true copy and in full force and effect as at a date no earlier than the date of the Obligor Accession Agreement (and, in the case of an Additional Obligor other than any Sunrise HoldCo III Holdco, any Permitted Affiliate Holdco or any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt, if required by the Facility Agent, a certificate of each Relevant Subsidiary in respect of each copy of the documents provided by it in accordance with the provisions of Part 2 of this Schedule 2). 12. A copy of the latest financial statements (audited, if available) of the Additional Obligor. 13. A legal opinion of legal advisers to the Facility Agent, and, if applicable, other lawyers approved by the Facility Agent in the place of incorporation of the Additional Obligor (and/or each Relevant Subsidiary) addressed to the Finance Parties. 14. All other notices, documents and other steps required to perfect the security constituted by each Additional Security Document (including, without limitation, accession to, or entry into (as the case may be)), by: (a) the relevant Additional Obligor (and any member of the Borrower Group which is an intercompany debtor in respect of the Additional Obligor) of an Obligors’ Framework Agreement; or (b) as the case may be, the relevant Restricted Person referred to paragraph 3(d) above (and the Additional Obligor) of a Restricted Person’s Framework Agreement. 15. After the Asset Security Release Date, an Additional Obligor will only be required to grant Security and/or provide information pursuant to paragraphs 2 to 4 above, if and to the extent required under paragraph (b) of the 80% Security Test.


 
293 152197039_18 SCHEDULE 3 FORM OF REQUEST AND CANCELLATION NOTICE Part 1: Form of Request (Advances) To: [ ] Attention: [ ] From: [Name of Borrower] Date: [ ] REQUEST (ADVANCE) Sunrise HoldCo III B.V. - Credit Agreement dated 16th January, 2004 (as amended, the Credit Agreement) Dear Sir(s) and Madam(s), We hereby give you notice pursuant to Clause 5.1 (Delivery of Request) of the above Credit Agreement that we require an Advance to be made to [Borrower] under the Credit Agreement, as follows: (a) Facility: [Revolving Facility / relevant Additional Facility] (b) Utilisation Date: [a date falling within the Revolving Facility / relevant Additional Facility Availability Period] (c) Requested Amount: [ ] (d) [Currency: [ ]] (e) Interest Period: [ ] Payment instructions with respect to the proceeds of the Advance to be made in relation to this Request are as follows: [ ]. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) that is required to be satisfied on the date of this Request is satisfied or (where required to be satisfied on the proposed Utilisation Date) is or will be satisfied on such Utilisation Date. [In particular, we confirm that the proceeds of the Advance will be applied [specify purpose] in accordance with Clause 3.1 (Purpose).] Terms used in this Request and defined in the Credit Agreement have the same meaning in this Request as in the Credit Agreement. Yours faithfully [Authorised Signatory] [Borrower] 294 152197039_18 WARNING: PLEASE SEEK DUTCH LEGAL ADVICE (I) UNTIL THE COMPETENT AUTHORITY PUBLISHES ITS INTERPRETATION OF THE TERM "PUBLIC" (AS REFERRED TO IN ARTICLE 4.1(1) OF THE CAPITAL REQUIREMENTS REGULATION (EU/575/2013)), IF THE SHARE OF A LENDER IN ANY UTILISATION REQUESTED BY A DUTCH BORROWER IS LESS THAN EUR100,000 (OR ITS EQUIVALENT IN ANOTHER CURRENCY) AND (II) AS SOON AS THE COMPETENT AUTHORITY PUBLISHES ITS INTERPRETATION OF THE TERM "PUBLIC", IF THE LENDER IS CONSIDERED TO BE PART OF THE PUBLIC ON THE BASIS OF SUCH INTERPRETATION. 295 152197039_18 Part 2: Form of Cancellation and/or Prepayment Notice To: [ ] as Facility Agent From: [BORROWER] Date: [ ] Sunrise HoldCo III B.V. - Credit Agreement dated 16th January, 2004 (as amended, the Credit Agreement) 1. [We wish to cancel a portion of [Total Revolving Facility Commitments / Total Additional Facility Commitments] in the following amounts: Cancellation: [Total Revolving Facility Commitments / Total Additional Facility Commitments]: [ ] OR [We wish to prepay the whole or part of the following Advances which are to be applied against a Revolving Facility and/or Additional Facilities in the following order: (a) Revolving Facility: Additional Facilities: Advance: [ ] (b) Application of Advance[s]: Revolving Facility: Additional Facility: [ ] 2. Terms defined in the above Credit Agreement have the same meaning in this notice. By: [BORROWER] Authorised Signatory 296 152197039_18 Part 3: Form Of Request (Documentary Credits) From: [Name of Borrower] (the “Borrower”) To: [●] [●] as Facility Agent; and as a L/C Bank Date: [●] REQUEST (DOCUMENTARY CREDIT) Sunrise HoldCo III B.V. - Credit Agreement dated 16th January, 2004 (as amended, the Credit Agreement) Dear Sir(s) and Madam(s) We hereby give you notice pursuant to Clause 5.1 (Delivery of Request) of the Credit Agreement, that we wish [name of L/C Bank] to issue a Documentary Credit on the following terms: (a) Facility: [●] (b) Name of Documentary Credit Beneficiary: [●] (c) Address of Documentary Credit Beneficiary: [●] (d) Purpose of/Liabilities to be assured by the Documentary Credit: [insert details] (e) CHF Amount: CHF [●] (f) Currency: [●] (g) Expiry Date: [●] month[s] (h) Proposed date of issue of Documentary Credit: [●] (or if that day is not a Business Day, the next Business Day) We confirm that each condition specified in Clause 4.2 (Further conditions precedent) that is required to be satisfied on the date of this Request is satisfied or (where required to be satisfied on the proposed Utilisation Date) is or will be satisfied on such Utilisation Date. [In particular, we confirm that the proceeds of the Documentary Credit will be applied [specify purpose] in accordance with Clause 3.1 (Purpose)]. Upon issuance of the Documentary Credit requested hereunder, please send the Documentary Credit to the Documentary Credit Beneficiary at the address shown above, with a copy to [insert details of relevant contact at the Borrower]. Terms used in this Request and defined in the Credit Agreement have the same meaning in this Request as in the Credit Agreement. Yours faithfully


 
297 152197039_18 [Authorised Signatory] [Borrower] 298 152197039_18 SCHEDULE 4 FORMS OF ACCESSION DOCUMENTS Part 1: Novation Certificate To: [ ] as Facility Agent and [BORROWER] From: [THE EXISTING LENDER] and [THE NEW LENDER] Date: [ ] Sunrise HoldCo III B.V. - Credit Agreement dated 16th January, 2004 (as amended, the Credit Agreement) We refer to Clause 30.4 (Procedure for novations) of the Credit Agreement. Terms defined in the Credit Agreement have the same meaning in this Novation Certificate. 1. We [ ] (the “Existing Lender”) and [ ] (the “New Lender”) agree to the Existing Lender and the New Lender novating all the Existing Lender’s rights and obligations referred to in the Schedule in accordance with Clause 30.4 (Procedure for novations) of the Credit Agreement. 2. We further refer to clause 22.3 (Change of Senior Lender, Pari Passu Creditors, Second Lien Lender and Noteholders) of the Intercreditor Agreement. In consideration of the New Lender being accepted as a Senior Lender for the purposes of the Intercreditor Agreement (and as defined therein), the New Lender confirms that, as from the [ ], it will be party to the Intercreditor Agreement as a Senior Lender, and undertakes to perform all the obligations expressed in the Intercreditor Agreement to be assumed by a Senior Lender and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement. 3. The Facility Office and address for notices of the New Lender for the purposes of Clause 37.2 (Addresses for notices) are set out in the Schedule. 4. This Novation Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Novation Certificate. 5. This Novation Certificate, including all non-contractual obligations arising out of or in connection with it, shall be governed by, and construed in accordance with, English Law. 299 152197039_18 THE SCHEDULE Rights and obligations to be novated [Details of the rights and obligations of the Existing Lender to be novated.] [New Lender] [Facility Office Address for notices for administrative purposes Address for notices for credit purposes] [Existing Lender] [New Lender] [ ] By: By: By: Date: Date: Date: WARNING: PLEASE SEEK DUTCH LEGAL ADVICE (I) UNTIL THE COMPETENT AUTHORITY PUBLISHES ITS INTERPRETATION OF THE TERM "PUBLIC" (AS REFERRED TO IN ARTICLE 4.1(1) OF THE CAPITAL REQUIREMENTS REGULATION (EU/575/2013)), IF ANY AMOUNT LENT TO A DUTCH BORROWER IS TO BE NOVATED WHICH IS LESS THAN EUR100,000 (OR ITS EQUIVALENT IN ANOTHER CURRENCY) AND (II) AS SOON AS THE COMPETENT AUTHORITY PUBLISHES ITS INTERPRETATION OF THE TERM "PUBLIC", IF THE NEW LENDER IS CONSIDERED TO BE PART OF THE PUBLIC ON THE BASIS OF THAT INTERPRETATION. 300 152197039_18 Part 2: Transfer Agreement TRANSFER AGREEMENT 1. Assignment and Assumption This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalised terms used but not defined herein shall have the meanings given to them in the Senior Facilities Agreement identified below (as amended, the “Senior Facilities Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns absolutely to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Senior Facilities Agreement, as of the Effective Date inserted by the Facility Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Senior Facilities Agreement and any other documents or instruments delivered (including the Security Documents) pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit or guarantees included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any person, whether known or unknown, arising under or in connection with the Senior Facilities Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to paragraph (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to paragraphs (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except 1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. 2 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. 3 Select as appropriate. 4 Include bracketed language if there are either multiple Assignors or multiple Assignees.


 
301 152197039_18 as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. 1. Assignor[s]: [Assignor [is] [is not] a Defaulting Lender] 2. Assignee[s]: [for each Assignee, indicate [Affiliate][other] 3. Borrower(s): 4. Facility Agent: [●], as the facility agent under the Senior Facilities Agreement 5. Senior Facilities Agreement: [The [amount] Senior Facilities Agreement dated as of [●] among [name of Borrower(s)], the Lenders parties thereto and [name of Facility Agent], as Facility Agent] 6. Assigned Interest[s]: Assignor[s]5 Assignee[s]6 Facility Assigned7 Aggregate Amount of Commitment/ Advances for all Lenders8 Amount of Commitment Advances Assigned Percentage Assigned of Commitment/ Advances9 CUSIP Number $ $ % $ $ % $ $ % 2. Accession to the Intercreditor Agreement We further refer to clause 22.3 (Change of Senior Lender, Pari Passu Creditors, Second Lien Lender and Noteholders) of the Intercreditor Agreement. In consideration of the New Lender being accepted as a Senior Lender for the purposes of the Intercreditor Agreement (and as defined therein), the New Lender confirms that, as from the [ ], it will be party to the Intercreditor Agreement as a Senior Lender, and undertakes to perform all the obligations expressed in the Intercreditor Agreement to be assumed by a Senior Lender and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement. 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Fill in the appropriate terminology for the types of facilities under the Senior Facilities Agreement that are being assigned under this Assignment. 8 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 302 152197039_18 [7. Trade Date: ]10 Effective Date: _____________ ___, 20___ [TO BE INSERTED BY FACILITY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR[S]11 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNOR] By: Title: ASSIGNEE[S]12 [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: ADMINISTRATIVE AND FACILITY OFFICE DETAILS Facility Office Address: 10 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. 11 Add additional signature blocks as needed. 12 Add additional signature blocks as needed. 303 152197039_18 Please provide administrative details of the Assignee, to the extent such details have not been provided to the Facility Agent by way of a prior administrative form. Administrative Office Address: Contact Name: Account for Payments: Fax: Telephone:13 [Accepted: [NAME OF FACILITY AGENT], as Facility Agent By: Title: [NAME OF SECURITY AGENT], as Security Agent By: Title: [Consented to:]14 [NAME OF RELEVANT PARTY] By: Title: WARNING: PLEASE SEEK DUTCH LEGAL ADVICE (I) UNTIL THE COMPETENT AUTHORITY PUBLISHES ITS INTERPRETATION OF THE TERM "PUBLIC" (AS REFERRED TO IN ARTICLE 4.1(1) OF THE CAPITAL REQUIREMENTS REGULATION (EU/575/2013)), IF ANY AMOUNT LENT TO A DUTCH BORROWER IS TO BE ASSIGNED WHICH IS LESS THAN EUR100,000 (OR ITS EQUIVALENT IN ANOTHER CURRENCY) AND (II) AS SOON AS THE COMPETENT AUTHORITY PUBLISHES ITS INTERPRETATION OF THE TERM "PUBLIC", IF THE NEW LENDER IS CONSIDERED TO BE PART OF THE PUBLIC ON THE BASIS OF THAT INTERPRETATION. 13 To be replicated for each Assignee. 14 To be added only if the consent of the Parent and/or other parties (e.g. L/C Bank) is required by the terms of the Senior Facilities Agreement. 304 152197039_18


 
305 152197039_18 ANNEX 1 [__________________]15 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION 1. Representations and Warranties (a) Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Senior Facilities Agreement or any other Finance Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Finance Documents or any collateral thereunder, (iii) the financial condition of the Obligors, any of its Subsidiaries or Affiliates or any other person obligated in respect of any Finance Document, or (iv) the performance or observance by the Obligors, any of their Subsidiaries or Affiliates or any other person of any of their respective obligations under any Finance Document. (b) Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Senior Facilities Agreement, (ii) it meets all the requirements to be an assignee under Clause 30.3 (Transfers by Lenders) of the Senior Facilities Agreement (subject to such consents, if any, as may be required under Clause 30.3 (Transfers by Lenders) of the Senior Facilities Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Senior Facilities Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Senior Facilities Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Clause 21.2 (Financial Information) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Facility Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) [if it is a 15 Describe Senior Facilities Agreement at option of Facility Agent. 306 152197039_18 Treaty Lender] attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Senior Facilities Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Facility Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Finance Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Finance Documents are required to be performed by it as a Lender. 2. Payments From and after the Effective Date, the Facility Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.16 Notwithstanding the foregoing, the Facility Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee. 3. General Provisions This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption, including all non-contractual obligations arising out of or in connection with it, shall be governed by, and construed in accordance with, English Law. 16 The Facility Agent should consider whether this method conforms to its systems. In some circumstances, the following alternative language may be appropriate: “From and after the Effective Date, the Facility Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor[s] and the Assignee[s] shall make all appropriate adjustments in payments by the Facility Agent for period prior to the Effective Date or with respect to the making of this assignment directly between themselves.” 307 152197039_18 Part 3: Obligor Accession Agreement To: [ ] as Facility Agent and [ ] as Security Agent From: [PROPOSED OBLIGOR] Date: [ ] Sunrise HoldCo III B.V. - Credit Agreement dated 16th January, 2004 (as amended, the Credit Agreement) We refer to Clause 30.8 (Additional Obligors) of the Credit Agreement. Terms defined in the Credit Agreement have the same meaning in this Deed. We, [name of company] of [Registered Office] (Registered no. [ ]) agree: (a) to become an [Additional Borrower and an Additional Guarantor/Additional Guarantor] and to be bound by the terms of the Credit Agreement as an [Additional Borrower and an Additional Guarantor/Additional Guarantor] in accordance with Clause 30.8 (Additional Obligors); (b) [to become a party to the Intercreditor Agreement as a Security Grantor and to observe, perform and be bound by the terms and provisions of the Intercreditor Agreement in the capacity of a Security Grantor in accordance with Clause 22.15 (New Debtor or Security Grantor) of the Intercreditor Agreement (or any equivalent terms of the Intercreditor Agreement from time to time)]; and (c) [to become a party to the Intercreditor Agreement as a Debtor and to observe, perform and be bound by the terms and provisions of the Intercreditor Agreement in the capacity of a Debtor in accordance with Clause 22.15 (New Debtor or Security Grantor) of the Intercreditor Agreement (or any equivalent terms of the Intercreditor Agreement from time to time)]. [The relevant Additional Facility will be a [insert currency][ ] term facility with [ ] as Lenders].* Our address for notices for the purposes of Clause 37.2 (Addresses for notices) of the Credit Agreement is: [ ] This Deed, including all non-contractual obligations arising out of or in connection with it, shall be governed by, and construed in accordance with, English Law. Executed as a deed by ) Director [PROPOSED OBLIGOR] ) acting by ) Director/Secretary and ) 308 152197039_18 Part 4: Additional Facility Accession Agreement To: [ ] as Facility Agent [ ] as Security Agent From: [PROPOSED LENDER(S)] Date: [ ] Sunrise HoldCo III B.V. - Credit Agreement dated 16th January 2004 (as amended, the Credit Agreement) 1. Terms defined in the Credit Agreement shall have the same meaning in this Agreement. 2. We refer to Clause 2.4 (Additional Facilities) of the Credit Agreement. 3. We, [Name of Lender(s)] agree: (a) to become party to and to be bound by the terms of the Credit Agreement as [a] Lender(s) in accordance with Clause 2.4 (Additional Facilities) of the Credit Agreement; and (b) to become a party to the Intercreditor Agreement as a Lender and to observe, perform and be bound by the terms and provisions of the Intercreditor Agreement in the capacity of Lender in accordance with clauses 22.3 (Change of Senior Lender, Pari Passu Creditors, Second Lien Lender and Noteholders) and 22.11 (Creditor Accession Undertaking) of the Intercreditor Agreement (or any equivalent terms of the Intercreditor Agreement from time to time)]. 4. Our Additional Facility Commitment is EUR/US$/Additional Currency/Optional Currency [ ]. 5. [If the Additional Facility Commitment is denominated in US Dollars, an Optional Currency or an Additional Currency and any determination under the Credit Agreement needs to be made by reference to a Euro amount, the Facility Agent will translate the relevant US Dollar, Optional Currency or Additional Currency amount into Euros using the Agent’s Spot Rate of Exchange on the relevant date.] 6. [The Final Maturity Date in respect of our Additional Facility Commitment is [ ]/[Our Additional Facility Commitment will be repaid at a rate of [up to one] per cent. per annum starting on the day falling 12 months from the date of this accession agreement until [ ] on which date each Advance under this Additional Facility will be repaid in full]. 7. The Additional Facility Availability Period in relation to this Additional Facility is [ ]. 8. The Margin in relation to this Additional Facility is [ ] per annum. [If applicable set out how the Margin will be adjusted].


 
309 152197039_18 9. The commitment fee in relation to this Additional Facility under Clause 25.1 (Additional Facility Commitment Fee) of the Credit Agreement is [ ] per cent. per annum. 10. [The Borrower in relation to this Additional Facility is [ ].] 11. Advances under this Additional Facility will be applied [ ]. 12. [This Additional Facility Accession Agreement is made as a [term loan / revolving loan]. 13. [For the purposes of partial assignments, transfers or novations of rights and/or obligations by a Lender in respect of this Additional Facility under Clause 30.3 (Transfers by Lenders) of the Credit Agreement, the Lenders and Sunrise HoldCo III agree that, for the purposes of Clause 30.3(a) (Transfers by Lenders), such assignment, transfer or novation shall be in a minimum amount of [insert Additional Currency amount that is lower than the equivalent of €1,000,000 and U.S.$1,000,000] (save that in the case of a partial assignment, transfer or novation by a Lender of its rights and/or obligations under this Additional Facility to an Affiliate or Related Fund of that Lender, such assignment, transfer or novation shall be in a minimum amount of [insert Additional Currency amount that is lower than the equivalent of €500,000 and US$500,000]).] 14. We confirm to each Finance Party that: (a) we have made our own independent investigation and assessment of the financial condition and affairs of each Obligor and its related persons in connection with its participation in the Credit Agreement and have not relied on any information provided to us by a Finance Party in connection with any Finance Document; and (b) we will continue to make our own independent appraisal of the creditworthiness of each Obligor and its related persons while any amount is or may be outstanding under the Credit Agreement or any Additional Facility Commitment is in force. 15. The Facility Office and address for notices of the Lender for the purposes of Clause 37.2 (Addresses for notices) of the Credit Agreement is: [ ] 16. This Agreement, including all non-contractual obligations arising out of or in connection with it, shall be governed by, and construed in accordance with, English Law. 310 152197039_18 [LENDER(S)] By: [ ] as Facility Agent By: SUNRISE HOLDCO III B.V. By: [RELEVANT BORROWER] By: 311 152197039_18 SCHEDULE 5 SECURITY DOCUMENTS [Note: List of Security Documents not updated as part of restatement] 1. Each share pledge given in favour of the Security Agent by: (a) UPC Holding B.V. in respect of its interest in the share capital of UPC Broadband Holding B.V.; (b) UPC Holding B.V. in respect of its interest in the share capital of UPC Holding II B.V.; (c) UPC Broadband Holding B.V. in respect of its interest in the share capital of UPC Scandinavia Holding B.V.; (d) UPC Broadband Holding B.V. in respect of its interest in the share capital of UPC Austria Holding B.V. (previously called Cable Networks Austria Holding B.V.); (e) UPC Broadband Holding B.V. in respect of its interest in the share capital of UPC France Holding B.V.; (f) UPC Broadband Holding B.V. in respect of its interest in the share capital of UPC Nederland B.V.; (g) UPC Broadband Holding B.V. in respect of its interest in the share capital of UPC Central Europe Holding B.V. (previously called Stipdon Investments B.V.).; (h) UPC Scandinavia Holding B.V. in respect of its interest in the share capital of United Pan-Europe Communications Norge AS; (i) UPC Scandinavia Holding B.V. and UPC Austria Holding B.V. (previously called Cable Networks Austria Holding B.V.) in respect of their respective interests in the share capital of UPC Belgium SA; (j) UPC Scandinavia Holding B.V. in respect of its interest in the share capital of NBS Nordic Broadband Services AB; (k) UPC Central Europe Holding B.V. (previously called Stipdon Investments B.V.) in respect of its interest in the share capital of UPC Czech Holding B.V.; (l) UPC Central Europe Holding B.V. (previously called Stipdon Investments B.V.) in respect of its interest in the share capital of UPC Slovakia Holding B.V.; (m) UPC Central Europe Holding B.V. (previously called Stipdon Investments B.V.) in respect of its interest in the share capital of UPC Romania Holding B.V.; and (n) UPC Central Europe Holding B.V. (previously called Stipdon Investments B.V.) in respect of its interests in the share capital of Telekabel Hungary N.V. 312 152197039_18 (o) UPC Broadband Holding B.V. in respect of the its interest in the share capital of UPC Poland Holding B.V. (previously called UPC Telecom B.V.). 2. Pledge by each of UPC Holding B.V. and UPC Holding II B.V. of its partnership interest in UPC Financing Partnership. 3. (a) Obligor Pledge of Shareholder Loans between UPC Broadband Holding B.V., UPC Scandinavia Holding B.V., UPC Central Europe Holding B.V. (previously called Stipdon Investments B.V.), UPC Nederland B.V. and UPC Financing Partnership and the Security Agent; (b) Pledge of Subordinated Shareholder Loans between UPC Holding B.V. and the Security Agent; (c) Obligor Pledge of Shareholder Loans between UPC Broadband Holding B.V. and the Security Agent; (d) Obligor Pledge of Shareholder Loans between UPC Broadband Holding B.V. and the Security Agent; (e) Obligor Pledge of Shareholder Loans between UPC Central Europe Holding B.V. (previously called Stipdon Investments B.V.) and the Security Agent; (f) Obligor Pledge of Shareholder Loans between Scandinavia Holding B.V. and the Security Agent; (g) Obligor Pledge of Shareholder Loans between UPC Broadband Holding B.V. and the Security Agent; and (h) Obligor Pledge of Shareholder Loans between UPC Broadband Holding B.V. and the Security Agent in respect of UPC Poland Holding B.V. receivables; (i) Obligor Pledge of Shareholder Loans between UPC Poland Holding B.V. and the Security Agent in respect of UPC Polska LLC receivables; (j) Obligor Pledge of Shareholder Loans between UPC France Holding B.V. and the Security Agent in respect of MediaReseaux receivables; and (k) Obligor Pledge of Shareholder Loans between UPC Broadband Holding B.V. and the Security Agent in respect of UPC France Holding SNC receivables. 4. Deed of pledge of registered shares in favour of the Security Agent by UPC Broadband Holding B.V. over its interest in UGC Europe Holding Services B.V. 5. Bank account pledge between UPC Broadband Holding B.V., Fortis Bank (Nederland) B.V. and the Security Agent. 6. Securities account pledge between UPC Scandinavia Holding B.V., Fortis Bank (Nederland) N.V. and the Security Agent in relation to the shares in the capital of NBS Nordic Broadband AB.


 
313 152197039_18 314 152197039_18 SCHEDULE 6 FORM OF L/C BANK ACCESSION CERTIFICATE To: [●] cc: [●] From: [L/C Bank] Date: Dear Sir(s) and Madam(s) Sunrise HoldCo III B.V. - Credit Agreement dated 16th January, 2004 (as amended, the Credit Agreement) This L/C Bank Accession Certificate is delivered pursuant to Clause 6.11 (Appointment and Change of L/C Bank) of the Credit Agreement. [Name of L/C Bank] undertakes, upon its becoming an L/C Bank, to perform all the obligations expressed to be undertaken under the Credit Agreement and the Finance Documents by an L/C Bank and agrees that it shall be bound by the Credit Agreement and the other Finance Documents in all respects as if it had been an original party to it as an L/C Bank. [Name of L/C Bank]’s administrative details are as follows: Address: Fax No: Contact: [and the address of the office having the beneficial ownership of our participation in the Credit Agreement (if different from the above) is: Address: Fax No: Contact:] This L/C Bank Accession Certificate, including all non-contractual obligations arising out of or in connection with it, shall be governed by, and construed in accordance with, English Law. Terms defined in the Credit Agreement shall have the same meanings in this L/C Bank Accession Certificate. For and on behalf of [Name of L/C Bank] 315 152197039_18 SCHEDULE 7 FORM OF DOCUMENTARY CREDIT [L/C Bank’s Letterhead] To: [Beneficiary] (the “Beneficiary”) Non-transferable Irrevocable Documentary Credit No. [●] At the request of [insert name of Borrower], [L/C Bank] (the “L/C Bank”) issues this irrevocable non-transferable documentary credit (“Documentary Credit”) in your favour on the following terms and conditions: Definitions In this Documentary Credit: “Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for general business in [London].17 “Demand” means a demand for payment under this Documentary Credit in the form of the schedule to this Documentary Credit. “Expiry Date” means [●]. “Total L/C Amount” means [●]. 1. L/C Bank’s Agreement (a) The Beneficiary may request a drawing or drawings under this Documentary Credit by giving to the L/C Bank a duly completed Demand. A Demand must be received by the L/C Bank on or before [●] p.m. ([London] time) on the Expiry Date. (b) Subject to the terms of this Documentary Credit, the L/C Bank unconditionally and irrevocably undertakes to the Beneficiary that, within [10] Business Days of receipt by it of a Demand, it will pay to the Beneficiary the amount demanded in that Demand. (c) The L/C Bank will not be obliged to make a payment under this Documentary Credit if as a result the aggregate of all payments made by it under this Documentary Credit would exceed the Total L/C Amount. 2. Expiry (a) The L/C Bank will be released from its obligations under this Documentary Credit on the date (if any) notified by the Beneficiary to the L/C Bank as the 17 This may need to be amended depending on the currency of payment under the Documentary Credit. 316 152197039_18 date upon which the obligations of the L/C Bank under this Documentary Credit are released. (b) Unless previously released under paragraph (a) above, at [●] p.m. ([London] time) on the Expiry Date the obligations of the L/C Bank under this Documentary Credit will cease with no further liability on the part of the L/C Bank except for any Demand validly presented under the Documentary Credit before that time that remains unpaid. (c) When the L/C Bank is no longer under any further obligations under this Documentary Credit, the Beneficiary must promptly return the original of this Documentary Credit to the L/C Bank. 3. Payments All payments under this Documentary Credit shall be made in [●] and for value on the due date to the account of the Beneficiary specified in the Demand. 4. Delivery of Demand Each Demand shall be in writing, and, unless otherwise stated, may be made by letter, fax or telex and must be received in legible form by the L/C Bank at its address and by the particular department or officer (if any) as follows: [●] 5. Assignment The Beneficiary’s rights under this Documentary Credit may not be assigned or transferred. 6. UCP Except to the extent it is inconsistent with the express terms of this Documentary Credit, this Documentary Credit is subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500. 7. Governing Law This Documentary Credit, including all non-contractual obligations arising out of or in connection with it, shall be governed by, and construed in accordance with, English Law. 8. Jurisdiction The courts of England have exclusive jurisdiction to settle any disputes, including those that are non-contractual, arising out of or in connection with this Documentary Credit. Yours faithfully, [L/C Bank]


 
317 152197039_18 By: 318 152197039_18 SCHEDULE FORM OF DEMAND To: [L/C Bank] Dear Sir(s) and Madam(s), Non-transferable Irrevocable Documentary Credit No. [●] issued in favour of [name of beneficiary] (the “Documentary Credit”) We refer to the Documentary Credit. Terms defined in the Documentary Credit have the same meaning when used in this Demand. We certify that the sum of [●] is due [and has remained unpaid for at least [●] Business Days] [under [set out underlying contract or agreement]]. We therefore demand payment of the sum of [●]. Payment should be made to the following account: Name: Account Number: Bank: The date of this Demand is not later than the Expiry Date. Yours faithfully, (Authorised Signatory) (Authorised Signatory) For [Beneficiary] 319 152197039_18 SCHEDULE 8 FORM OF INCREASE CONFIRMATION To: [●] as Facility Agent, [●] as Security Agent, [●] as L/C Bank and Sunrise HoldCo III, for and on behalf of each Obligor From: [the Increase Lender] (the “Increase Lender”) Dated: Sunrise HoldCo III B.V. - Credit Agreement dated 16th January, 2004 (as amended, the Credit Agreement) We refer to the Credit Agreement and the Intercreditor Agreement (as defined in the Credit Agreement). This agreement (the “Agreement”) shall take effect as an Increase Confirmation for the purpose of the Credit Agreement. Terms defined in the Credit Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement. We refer to Clause 2.3 (Increase) of the Credit Agreement. The Increase Lender agrees to assume and will assume all of the obligations corresponding to the Commitment specified in the Schedule (the “Relevant Commitment”) as if it was a Party as a Lender on the Signing Date. The proposed date on which the increase in relation to the Increase Lender and the Relevant Commitment is to take effect (the “Increase Date”) is [●]. On the Increase Date, the Increase Lender becomes party to the relevant Finance Documents. The Facility Office and address, fax number and attention details for notices to the Increase Lender for the purposes of Clause 37 (Notices) of the Credit Agreement are set out in the Schedule. The Increase Lender expressly acknowledges the limitations on the Lenders’ obligations referred to in Clause 2.3 (Increase) of the Credit Agreement. The Increase Lender hereby agrees with each other person who is or becomes party to the Intercreditor Agreement in accordance with the terms thereof that with effect on and from the date hereof, it will be bound by the Intercreditor Agreement as a Senior Creditor as if it had been an original party thereto in such capacity. This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement. This Agreement, including all non-contractual obligations arising out of or in connection with it, shall be governed by, and construed in accordance with, English Law. This Agreement has been entered into on the date stated at the beginning of this Agreement. 320 152197039_18 THE SCHEDULE Relevant Commitment/rights and obligations to be assumed by the Increase Lender [insert relevant details] [Facility office address, fax number and attention details for notices and account details for payments] [Increase Lender] By: This Agreement is accepted as an Increase Confirmation for the purposes of the Credit Agreement by the Facility Agent [and each L/C Bank]*, and the Increase Date is confirmed as [●]. Facility Agent [L/C Bank By: By:]* Security Agent By: NOTE: * Only if increase in the Total Revolving Facility Commitments or Total Additional Facility Commitments drawn under Additional Revolving Facilities.


 
321 152197039_18 SCHEDULE 9 FORM OF DESIGNATED ENTITY ACCESSION AGREEMENT To: [FACILITY AGENT] as Facility Agent From: [DESIGNATED ENTITY] and [RELATED LENDER] Date: [ ] Sunrise HoldCo III B.V. - Credit Agreement dated 16th January, 2004 (as amended, the Credit Agreement) 1. Words and expressions defined in the Credit Agreement have the same meaning in this Accession Agreement. 2. We refer to the Clause 30.6 (Designated Entities) of the Credit Agreement. This is an Accession Agreement. 3. The Related Lender designates the Designated Entity as its Facility Office for the purpose of participating in Utilisations to Borrowers in [JURISDICTION]. 4. [Name of Designated Entity] agrees to become a party to and to be bound by the terms of the Credit Agreement as a Designated Entity. 5. For the purposes of Clause 37 (Notices) of the Credit Agreement, the Designated Entity’s address for notices is: [ ] 6. This Accession Agreement and any non-contractual obligations arising in connection with it are governed by English law. [DESIGNATED ENTITY] By: [RELATED LENDER] By: [FACILITY AGENT] By: 322 152197039_18 SCHEDULE 10 TIMETABLE Advance or Documentary Credit in Swiss Francs, Euro or Dollars Advance or Documentary Credit in other currencies Delivery of a duly completed Request under Clause 5.1 (Delivery of Request) A-3 9 a.m. A-3 9 a.m. Agent determines (in relation to an Advance) the CHF Amount of the Advance, if required under Clause 5.4 (Participations in Advances) and notifies the Lenders of the Advance in accordance with Clause 5.4 (Participations in Advances) A-3 noon A-3 noon Agent receives a notification from a Lender under Clause 8.2 (Unavailability of Optional Currency) - Quotation Date 9.30 a.m. Agent gives notice in accordance with Clause 8.2 (Unavailability of Optional Currency) - Quotation Date 5.30 p.m. Reference Bank Rate calculated by reference to available quotations in accordance with Clause 16.2 (Calculation of Reference Bank Rate and Alternative Reference Bank Rate) Noon on the Quotation Date Noon on the Quotation Date Alternative Reference Bank Rate calculated by reference to available quotations in accordance with Clause 16.2 (Calculation of Reference Bank Rate and Alternative Reference Bank Rate) Close of business in London on the date falling one Business Day after the Quotation Date Close of business in London on the date falling one Business Day after the Quotation Date “A” = date of advance 323 152197039_18 “A - X” = X Business Days prior to date of advance 324 152197039_18 SCHEDULE 11 AGREED SECURITY PRINCIPLES 1. Security Principles (a) The guarantees and security to be provided will be given in accordance with the security principles set out in this Schedule (the “Security Principles”). This Schedule addresses the manner in which the Security Principles will impact on the guarantees and security proposed to be taken in relation to this transaction. (b) The Security Principles embody recognition by all Parties that there may be certain legal and practical difficulties in obtaining guarantees and security from all Obligors and third party security providers (together the “Security Providers”) in every jurisdiction in which the Security Providers are incorporated. In particular: (i) general statutory limitations (including, but not limited to, with respect to the relevant jurisdictions for which guarantee limitation language is set out in Clause 19.9 (Limitation) of this Agreement, such limitations as set out therein), regulatory requirements or restrictions, tax restrictions, financial assistance, corporate benefit, fraudulent preference, “thin capitalisation”, “earnings stripping”, “controlled foreign corporation” and “capital maintenance” rules, retention of title claims, employee or works council consultation or approval requirements and similar principles may limit the ability of a Security Provider to provide a guarantee or security or may require that the enforcement of the guarantee or security be limited by or to an amount or otherwise; if any such limit applies, the guarantees and security provided will be limited to the maximum amount which the relevant Security Provider may provide having regard to applicable law (including any jurisprudence); additional guarantee limitations may be included in any Obligor Accession Agreement where required in connection with the accession of a new Obligor; (ii) guarantees and security will not be required from or over the shares in, or over the assets of, any joint venture or similar arrangement or any person which is neither an Obligor nor a Holding Company of an Obligor; (iii) third party security providers will not be required to provide any guarantees; (iv) the security and extent of its perfection will be agreed taking into account the cost to the Borrower Group of providing such security (including any increase to the tax and/or regulatory costs of the Borrower Group) so as to ensure that, in the reasonable opinion of Sunrise HoldCo III, those costs are proportionate to the benefit accruing to the Finance Parties and the maximum guaranteed or secured amount may be limited to minimise stamp duty, notarisation, registration or other applicable fees, taxes and duties where the benefit of increasing the guaranteed or secured amount is disproportionate to the level of such stamp duty, notarisation, registration or other applicable fees, taxes and duties, taking into account


 
325 152197039_18 the level of such stamp duty, notarisation, registration or other applicable fees, taxes and duties, provided that no maximum secured amount may be limited to minimise any taxes imposed pursuant to section 956 of the Code; (v) where a class of assets to be secured includes material and immaterial assets, if the cost of granting security over the immaterial assets is disproportionate to the benefit of such security, security will, subject to (iv) above, be granted over the material assets only; (vi) unless granted under a global security document governed by the law of the jurisdiction of a Security Provider or under English law, all security (other than share security over its subsidiaries) shall be governed by the law of and secure assets located in the jurisdiction of incorporation of that Security Provider; (vii) any assets subject to third party arrangements which are permitted by this Agreement and which prevent those assets from being charged will be excluded from any relevant security document; (viii) if there are third party arrangements in place in respect of any asset, business or person acquired by the Borrower Group (where those third party arrangements were not entered into in contemplation of that acquisition) as a result of which the consent of a third party is required for that acquired person to provide a guarantee or to secure any acquired asset, such guarantee and/or security will not be required to be granted; (ix) Security Providers will not be required to give guarantees or enter into security documents if that would conflict with the fiduciary duties of their directors or contravene any legal prohibition or result in a risk of personal or criminal liability on the part of any officer provided that the relevant Security Provider shall use reasonable endeavours to overcome any such obstacle; (x) the granting of guarantees, perfection of security, when required, and other legal formalities will be completed as soon as reasonably practicable and, in any event, within the time periods specified in the Finance Documents thereof or (if earlier or to the extent no such time periods are specified in the Finance Documents) within the time periods specified by applicable law in order to ensure due perfection or as otherwise set out in this Schedule; (xi) the granting of guarantees, security or perfection of security will not be required if (1) it would have a material adverse effect on the ability of the relevant Security Provider to conduct its operations and business in the ordinary course or as otherwise permitted or not prohibited by the Finance Documents or (2) it would be either impossible or impractical or would unduly disrupt the business of the relevant Security Provider and, in each such event, a guarantee will not be granted and/or security will not be taken over such assets, as applicable (including, without limitation, notification of such security to any third party); 326 152197039_18 (xii) the Security Agent on behalf of each of the Lenders shall be able, subject to the terms of the Intercreditor Agreement, to enforce the security constituted by the security documents without any restriction from either: (A) the constitutional documents of the relevant Security Provider; (B) any Security Provider which is or whose assets are the subject of such security document (but subject to any inalienable statutory rights which the Security Provider may have to challenge such enforcement); or (C) any shareholders of the foregoing not party to the relevant security document; (xiii) guarantee limitations may mean that access to the assets of a Security Provider for its guarantee is limited, in which case, any asset security granted by that Security Provider shall be proportionate (in terms of liability) to the value of its guarantee; (xiv) no guarantee or security shall guarantee or secure any Excluded Swap Obligations (as defined in the Intercreditor Agreement); (xv) no perfection action will be required in jurisdictions where Obligors or material assets are not located; (xvi) local law restrictions may mean that the Lenders may not be able to benefit from the same security; and (xvii) the Security Agent will hold one set of security for the Lenders (subject to applicable law). (c) The Security Agent (upon request or instruction, as applicable, in accordance with this Agreement) or the other Finance Parties, as the case may be, shall promptly discharge any guarantees and release any security which is or are subject to any transaction permitted by this Agreement, unless contrary to the Security Principles. 2. Guarantors and Security (a) To the extent possible and subject to Clause 19 (Guarantee) of this Agreement and the Security Principles, each guarantee will be an upstream, cross-stream and downstream guarantee and will be for all liabilities of the Obligors under the Finance Documents in accordance with, and subject to, the requirements of Clause 19 (Guarantee) of this Agreement and the Security Principles in each relevant jurisdiction and the requirements of local law in each relevant jurisdiction. (b) To the extent possible and subject to Clause 19 (Guarantee) of this Agreement and this Schedule, all security shall be given in favour of the Security Agent and not the Finance Parties individually. “Parallel debt” provisions will be used where necessary; such provisions will be contained in the Intercreditor Agreement and not the individual security documents unless required under local 327 152197039_18 laws. To the extent possible, there should be no action required to be taken in relation to the guarantees or security when any Lender transfers any of its participation in the Facilities to a new Lender. (c) Security Documents will, to the extent legally possible and subject to this Schedule, incorporate the defined terms used in the Intercreditor Agreement and secure the Secured Obligations (as defined in the Intercreditor Agreement) of the relevant Obligor to the secured parties, in each case in accordance with, and subject to, local law requirements and the requirements of this Schedule in each relevant jurisdiction and, in no circumstances, shall impose any obligation more onerous than those contained in this Agreement other than to the extent required by local law in order to create, enforce or perfect the security interest expressed to be created thereby. (d) Where a Security Provider secures shares, the relevant security document will be governed by the laws of the company whose shares are being charged or pledged and not by the law of the country of the Security Provider. (e) No action will be required to be taken in relation to any guarantee or security where any Lender transfers or assigns any of its participation in the Facilities. The Security Providers will not be liable for any fees, costs, taxes or expenses in relation to any re-registration, re-notarisation or other requirement for perfection or protection of security or guarantees on transfers or assignments by Finance Parties. (f) Any security document shall only be required to be notarised or notarially certified if required by law in order for the relevant security to become effective or admissible in evidence. 3. Terms of Security Documents The following principles will be reflected in the terms of any security taken subject to due execution of all relevant security documents, completion of all relevant formalities, the reservations or qualifications in the Finance Documents or the Legal Reservations and the application of the Security Principles: (a) the Security Agent shall receive the benefit of: (i) prior to the Asset Security Release Date, the security granted pursuant to the documents listed in Part 2 of Schedule 2 (Condition Precedent Documents); and (ii) on or after the Asset Security Release Date, the security granted pursuant to the Security Documents over: (A) all of the shares in the Obligors held by any member of the Borrower Group or any Obligor; and (B) all of the rights of the relevant creditors in relation to Subordinated Shareholder Loans, 328 152197039_18 for the avoidance of doubt: (A) no guarantee or security shall be required to be provided by any person who is not a Security Provider and (B) security shall not be granted over any assets other than as set out in (i) and (ii) above (including, for the avoidance of doubt, security in respect of any real property); (b) security will be first ranking, to the extent possible and subject to any security permitted under the Finance Documents; (c) security will not be enforceable until the occurrence of an Acceleration Event (as defined in the Intercreditor Agreement) and will be enforceable only subject to the terms of the Intercreditor Agreement (a “Declared Default”); (d) any rights of set-off will not be exercisable until the occurrence of a Declared Default; (e) notification of receivables security to debtors (other than intra-group debtors where notice will be given as soon as is reasonably practicable) will only be given if a Declared Default has occurred (subject to local law advice); (f) subject to paragraph (g) below, representations and undertakings shall only be included in each security document to the extent they relate to the security interest or secured assets or any registration or perfection of the security unless otherwise required by local law; (g) the provisions of each security document will not be unduly burdensome on the Security Provider (in relation to the benefit conferred) or interfere materially with the operation of its business and will be limited to those required to create effective security and will not impose commercial obligations and shall not contain additional representations and undertakings (such as in respect of insurance, maintenance of assets, information or the payment of costs) or otherwise repeat any such representations or undertakings given in this Agreement or the Intercreditor Agreement, other than those which are strictly required as a matter of law for the creation and perfection of the security; (h) in the security documents there will be no repetition or extension of clauses set out in this Agreement (or the Intercreditor Agreement) including, without limitation, those relating to notices, costs and expenses, default or penalty interest, indemnities, tax gross up or indemnity, distribution of proceeds and release of security; representations and undertakings shall be included in the security documents only to the extent that they are strictly required by local law for the creation and perfection of the security interest expressed to be created thereby; the security documents will not contain repeating representations; (i) information, such as lists of assets, will be provided if, and only to the extent, that they are strictly required by local law to be provided to perfect, enforce or register the security and, when required, shall be provided no more frequently than annually or, following a Declared Default on the Security Agent’s written request; (j) the security documents should not and will not operate so as to prevent transactions which are not prohibited under the other Finance Documents;


 
329 152197039_18 (k) the secured parties shall only be able to exercise a power of attorney following the occurrence of a Declared Default or if the relevant Security Provider has failed to comply with a further assurance or perfection obligation within 10 Business Days of being notified of that failure and being requested to comply (provided that in such case, the power of attorney shall be limited to remedying such failure); (l) the Security Agent shall (and is irrevocably authorised and instructed to) promptly enter into and deliver any documentation and/or take such other action as may be required by Sunrise HoldCo III to give effect to the Security Principles; (m) security will, where possible and practical, automatically create security over future assets of the same type as those already secured; where local law requires supplemental charges to be delivered in respect of future assets in order for effective security to be created over that class of asset, such supplemental charges shall be provided at intervals no more frequently than annually, in each case on the Security Agent’s reasonable written request; and (n) each security document must contain a clause which records that if there is a conflict between the security document and this Agreement or the Intercreditor Agreement then (to the fullest extent permitted by law) the provisions of this Agreement or (as applicable) the Intercreditor Agreement will take priority over the provisions of the relevant security document. 4. Share Security (a) Subject to the Security Principles the shares in each Obligor shall be secured. (b) The security document will be governed by the laws of the Obligor whose shares are being secured and not by the law of the country of the Security Provider granting the security. (c) Until a Declared Default, the Security Providers will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not adversely affect the validity or enforceability of the security or cause an event of default to occur and the person whose shares have been pledged will be permitted to pay dividends to each of its shareholders (including the Security Provider) and the relevant Security Provider shall be entitled to receive dividends from such person. (d) Where customary the share certificate and a stock transfer form executed in blank will be provided to the Security Agent, and where required by law the share certificate or shareholders register will be endorsed or written up and the endorsed share certificate or a copy of the written up register provided to the Security Agent, in each case, within 20 Business Days following execution of any security over those shares or the registration of the acquisition of those shares that are subject to such security. (e) Unless the restriction is required by law (or as expressly contemplated in any security document), the constitutional documents of any company the shares in which are subject to security will be amended to remove any restriction on the 330 152197039_18 transfer or the registration of the transfer of the shares on enforcement of the security granted over them. (f) The enforcement of security over shares and the acquisition or exercise by the Security Agent of voting rights in respect of shares may be subject to regulatory consent. Accordingly, enforcement of any security over shares and the exercise by the Security Agent of the voting rights in respect of such shares will be expressed to be conditional upon obtaining any consents required by law or regulation and no such consents shall be required to be sought or requested prior to a Declared Default and written request having been made by the Security Agent to Sunrise HoldCo III. 5. Receivables (a) If a Security Provider grants security over its intercompany receivables or rights in respect of Subordinated Obligations it shall be free to deal with same in the course of its business (provided permitted or not prohibited by this Agreement or the Intercreditor Agreement) until notified by the Facility Agent following a Declared Default. (b) The perfection of receivables security granted by notification will not be required until the occurrence of a Declared Default other than where such notification is required by applicable law to create security. If such notification is required by applicable law to create security, notice of the security will be served on the relevant counterparties in respect of material intercompany receivables and Subordinated Obligations within 20 Business Days of the security being granted and the Security Provider shall use its commercially reasonable endeavours (not involving the payment of money or incurrence of external expenses) to obtain an acknowledgement of that notice within 20 Business Days of service. If the Security Provider has used its commercially reasonable endeavours but has not been able to obtain acknowledgement or acceptance its obligation to obtain acknowledgement or acceptance shall cease on the expiry of that 20 Business Day period. (c) Irrespective of whether notice of the security is required for perfection, if the service of notice would prevent the Security Provider from dealing with a receivable in the course of its business (provided permitted or not prohibited by this Agreement or the Intercreditor Agreement) no notice of security shall be served until required by the Facility Agent following a Declared Default. 6. Bank Accounts For the avoidance of any doubt, security will not be required to be granted over bank accounts. 7. Release of Security Unless required by local law, the circumstances in which the security shall be released should not be dealt with in individual security documents but, if so required, shall, except to the extent required by local law, be the same as those set out in the Intercreditor Agreement. 331 152197039_18 SCHEDULE 12 FORM OF RATE SWITCH NOTICE To: [●] as Facility Agent From: [Sunrise HoldCo III B.V. as Sunrise HoldCo III] Dated: Dear Sir(s) and Madam(s) Sunrise HoldCo III B.V. - Credit Agreement dated 16th January, 2004 (as amended, the Credit Agreement) 1. We refer to the Credit Agreement. This is a Rate Switch Notice. Terms defined in the Credit Agreement have the same meaning when used in this Rate Switch Notice unless given a different meaning in this Rate Switch Notice. 2. We notify you that the Rate Switch Date for [●]18 in respect of [●]19 is [date]. 3. This Rate Switch Notice and any non-contractual obligations arising out of or in connection with it are governed by English law.   [Sunrise HoldCo III] By: 18 Insert applicable Rate Switch Currency. 19 Insert applicable Compounded Rate Facility. 332 152197039_18 SCHEDULE 13 REFERENCE RATE TERMS Part 1: Compounded Rate Advances – Swiss Francs CURRENCY: FACILITY: Swiss Francs Revolving Facility and any Additional Facility as may be agreed between Sunrise HoldCo III and the relevant Additional Facility Lenders Cost of funds as a fall-back: Cost of funds will not apply as a fall-back. Break Costs Break Costs shall not apply. Definitions: Additional Business Days: An RFR Banking Day. Business Day Conventions (definition of “month”): (a) If any period is expressed to accrue by reference to a month or any number of months then, in respect of the last month of that period: (i) subject to paragraph (iii) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; (ii) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and (iii) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end. (b) If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not). Central Bank Rate: The policy rate of the Swiss National Bank as published by the Swiss National Bank from time to time. Central Bank Rate Adjustment: In relation to the central bank rate prevailing at close of business on any RFR Banking Day, the 20 per cent.


 
333 152197039_18 trimmed arithmetic mean (calculated by the Facility Agent, or by any other Finance Party which agrees to do so in place of the Facility Agent) of the Central Bank Rate Spreads for the five most immediately preceding RFR Banking Days for which SARON is available. Central Bank Rate Spread: In relation to any RFR Banking Day, the difference (expressed as a percentage rate per annum) calculated by the Facility Agent (or by any other Finance Party which agrees to do so in place of the Facility Agent) between: (a) SARON for that RFR Banking Day; and (b) the Central Bank Rate prevailing at the close of business on that RFR Banking Day. Credit Adjustment Spread: Unless stated to the contrary in any Additional Facility Accession Agreement for any Additional Facility to which these Reference Rate Terms apply: (a) in relation to an Interest Period of one day, - 0.0551% per annum; (b) in relation to an Interest Period of one week, - 0.0705% per annum; (c) in relation to an Interest Period of one Month, - 0.0571% per annum; (d) in relation to an Interest Period of two Months, - 0.0231% per annum; (e) in relation to an Interest Period of three Months, 0.0031% per annum; (f) in relation to an Interest Period of six Months, 0.0741% per annum; (g) in relation to an Interest Period of twelve Months, 0.2048% per annum; and (h) in relation to an Interest Period of any other duration, the spread which results from interpolating on a linear basis between the longest period specified above which is shorter than that Interest Period and the shortest period specified above which is longer than that Interest Period. Daily Rate: In relation to any RFR Banking Day: (a) the RFR for that RFR Banking Day; or (b) if the RFR is not available for that RFR Banking Day, the percentage rate per annum which is the aggregate of: a. the Central Bank Rate for that RFR 334 152197039_18 Banking Day; and b. the applicable Central Bank Rate Adjustment; or (c) if paragraph (b) above applies but the Central Bank Rate for that RFR Banking Day is not available, the percentage rate per annum which is the aggregate of: a. the most recent Central Bank Rate; and b. the applicable Central Bank Rate Adjustment, rounded, in each case, to four decimal places. In the case of the Revolving Facility (and any Additional Facility to which these Reference Rate Terms apply and which is not stated to have a floor in the applicable Additional Facility Accession Agreement), if the aggregate of the Daily Rate and the applicable Credit Adjustment Spread is less than zero, there shall be no adjustment to ensure the aggregate of such amounts is zero or otherwise. In the case of any Additional Facility to which these Reference Rate Terms apply but which is stated to have any other floor in the applicable Additional Facility Accession Agreement, such floor shall apply. Lookback Period: Five RFR Banking Days. Relevant Market: The Swiss Francs overnight repo market. RFR: The SARON (Swiss Average Rate Overnight) reference rate administered by SIX (or any other person which takes over the administration of that rate) as at the close of trading on the SIX Swiss Exchange displayed on the relevant screen of any authorised distributor of that reference rate. RFR Banking Day: A day (other than a Saturday or Sunday) on which banks are open for the settlement of payments and foreign exchange transactions in Zurich. 335 152197039_18 Part 2: Compounded Rate Advances - Sterling CURRENCY: FACILITY: Sterling. Revolving Facility and any Additional Facility as may be agreed between Sunrise HoldCo III and the relevant Additional Facility Lenders Cost of funds as a fall-back: Cost of funds will not apply as a fall-back. Break Costs Break Costs shall not apply. Definitions: Additional Business Days: An RFR Banking Day. Business Day Conventions (definition of “month”): (a) If any period is expressed to accrue by reference to a month or any number of months then, in respect of the last month of that period: (i) subject to paragraph (iii) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; (ii) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and (iii) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end. (b) If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not). Central Bank Rate: The Bank of England’s Bank Rate as published by the Bank of England from time to time. Central Bank Rate Adjustment: In relation to the central bank rate prevailing at close of business on any RFR Banking Day, the 20 per cent. trimmed arithmetic mean (calculated by the Facility Agent, or by any other Finance Party which agrees to do so in place of the Facility Agent) of the Central Bank 336 152197039_18 Rate Spreads for the five most immediately preceding RFR Banking Days for which SONIA is available. Central Bank Rate Spread: In relation to any RFR Banking Day, the difference (expressed as a percentage rate per annum) calculated by the Facility Agent (or by any other Finance Party which agrees to do so in place of the Facility Agent) between: (a) SONIA for that RFR Banking Day; and (b) the Central Bank Rate prevailing at the close of business on that RFR Banking Day. Credit Adjustment Spread: Unless stated to the contrary in any Additional Facility Accession Agreement for any Additional Facility to which these Reference Rate Terms apply means: (a) in relation to an Interest Period of one day, 0% per annum; (b) in relation to an Interest Period of one week, 0.0168% per annum; (c) in relation to an Interest Period of one Month, 0.0326% per annum; (d) in relation to an Interest Period of two Months, 0.0633% per annum; (e) in relation to an Interest Period of three Months, 0.1193% per annum; (f) in relation to an Interest Period of six Months, 0.2766% per annum; (g) in relation to an Interest Period of twelve Months, 0.4644% per annum; and (h) in relation to an Interest Period of any other duration, the spread which results from interpolating on a linear basis between the longest period specified above which is shorter than that Interest Period and the shortest period specified above which is longer than that Interest Period. Daily Rate: In relation to any RFR Banking Day: (a) the RFR for that RFR Banking Day; or (b) if the RFR is not available for that RFR Banking Day, the percentage rate per annum which is the aggregate of: a. the Central Bank Rate for that RFR Banking Day; and b. the applicable Central Bank Rate


 
337 152197039_18 Adjustment; or (c) if paragraph (b) above applies but the Central Bank Rate for that RFR Banking Day is not available, the percentage rate per annum which is the aggregate of: a. the most recent Central Bank Rate; and b. the applicable Central Bank Rate Adjustment, rounded, in each case, to four decimal places. In the case of the Revolving Facility (and any Additional Facility to which these Reference Rate Terms apply and which is not stated to have a floor in the applicable Additional Facility Accession Agreement), if the aggregate of the Daily Rate and the applicable Credit Adjustment Spread is less than zero, there shall be no adjustment to ensure the aggregate of such amounts is zero or otherwise. In the case of any Additional Facility to which these Reference Rate Terms apply but which is stated to have any other floor in the applicable Additional Facility Accession Agreement, such floor shall apply. Lookback Period: Five RFR Banking Days. Relevant Market: The Sterling wholesale market. RFR: The SONIA (sterling overnight index average) reference rate displayed on the relevant screen of any authorised distributor of that reference rate. RFR Banking Day: A day (other than a Saturday or Sunday) on which banks are open for general business in London. Part 3: Term Rate Advances – US Dollar CURRENCY: Dollars. FACILITIES: Revolving Facility, Additional Facility AT and any other Additional Facility as may be agreed between Sunrise HoldCo III and the relevant Additional Facility Lenders. Rate Switch Currency: Dollars is not a Rate Switch Currency. Cost of funds as a fall-back: Cost of funds will not apply as a fall-back. 338 152197039_18 Definitions: Alternative Fallback Rate Daily Simple SOFR. Alternative Fallback Rate Adjustment Credit Adjustment Spread as below. Alternative Fallback Rate Date Any Business Day on which the Facility Agent and Sunrise HoldCo III agree upon following a determination in accordance with Clause 16.1(g) (Interest calculation if no Primary Term Rate) (provided that such date shall be on the last day of the prevailing Interest Period of the applicable Term Rate Advance). Alternative Term Rate The Term SOFR reference rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period published by ICE Benchmark Administration Limited (or any other person which takes over the publication of that rate). In the case of the Revolving Facility (and any Additional Facility to which these Reference Rate Terms apply and which is not stated to have a floor in the applicable Additional Facility Accession Agreement), if the aggregate of the Alternative Term Rate and the applicable Credit Adjustment Spread (if any) is less than zero, there shall be no adjustment to ensure the aggregate of such amounts is zero or otherwise. In the case of Additional Facility AT and any other Additional Facility to which these Reference Rate Terms apply and which is stated to have a zero floor in the applicable Additional Facility Accession Agreement, if the aggregate of the Alternative Term Rate and the applicable Credit Adjustment Spread (if any) is less than zero, the Alternative Term Rate shall be deemed to be such a rate that the aggregate of the Alternative Term Rate and the applicable Credit Adjustment Spread is zero. In the case of any other Additional Facility to which these Reference Rate Terms apply but which is stated to have any other floor in the applicable Additional Facility Accession Agreement, such floor shall apply. Alternative Term Rate Adjustment Credit Adjustment Spread as below. 339 152197039_18 Additional Business Days: Any day other than: (a) a Saturday or a Sunday; and (b) a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities. Break Costs: (a) The amount (if any) by which: (i) the amount of interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in an Advance or Unpaid Sum to the last day of the current Interest Period in respect of that Advance or Unpaid Sum, had the principal amount of that Advance or Unpaid Sum received been paid on the last day of that Interest Period, exceeds (ii) the amount of interest which that Lender would be able to obtain by placing an amount equal to the principal amount of such Advance or Unpaid Sum received or recovered by it on deposit with a leading bank in the Relevant Market for a period starting on the Business Day following such receipt or recovery and ending on the last day of the current Interest Period; or (b) for the purposes of Clause 10.9(a) (Miscellaneous Provisions), the loss suffered by any Lender as a result of having to unwind any funding contract for reinvestment of proceeds which it had entered into or initiated upon receipt of the notice of prepayment and/or cancellation referred to in Clause 10.9(a) (Miscellaneous Provisions). Business Day Conventions (definition of “month”): (a) If any period is expressed to accrue by reference to a month or any number of months then, in respect of the last month of that period: (i) subject to paragraph (iii) below, if the numerically corresponding day is not a Business Day, that period shall end on the 340 152197039_18 next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; (ii) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and (iii) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end. (b) If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not). Credit Adjustment Spread Unless stated to the contrary in any Additional Facility Accession Deed for any Additional Facility to which these Reference Rate Terms apply: (a) in relation to an Interest Period of one day, 0.00644% per annum; (b) in relation to an Interest Period of one week, 0.03839% per annum; (c) in relation to an Interest Period of one Month, 0.11448% per annum; (d) in relation to an Interest Period of two Months, 0.18456% per annum; (e) in relation to an Interest Period of three Months, 0.26161% per annum; (f) in relation to an Interest Period of six Months, 0.42826% per annum; (g) in relation to an Interest Period of twelve Months, 0.71513% per annum; and (h) in relation to an Interest Period of any other duration, the spread which results from interpolating on a linear basis between the longest period specified above which is shorter than that


 
341 152197039_18 Interest Period and the shortest period specified above which is longer than that Interest Period. Daily Simple SOFR For any day (a “SOFR Rate Day”), the rate per annum equal to: SOFR for the day (such day “i”) that is five US Government Securities Business Days (as defined below) prior to: (a) if such SOFR Rate Day is a US Government Securities Business Day, such SOFR Rate Day; or (b) if such SOFR Rate Day is not a US Government Securities Business Day, the US Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published on the website of the Federal Reserve Bank of New York (or any other person which takes over the administration of SOFR). If by 5:00pm (New York time) on the second US Government Securities Business Day immediately following any day “i”, the SOFR in respect of such day “i” has not been published on the SOFR Administrator’s website, then the SOFR for such day “i” will be the SOFR as published in respect of the first preceding US Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s website provided that any SOFR determined pursuant to this sentence shall be utilised for purposes of the calculation of Daily Simple SOFR for no more than three consecutive SOFR Rate Days. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR. Primary Term Rate: The Term SOFR reference rate administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period published by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate) and at any time on or following an Alternative Benchmark Commencement Date in relation to Term SOFR, the Alternative Benchmark Rate for Term SOFR for the relevant period displayed on any page of any screen of an information service as the Facility Agent may specify after consultation with Sunrise HoldCo III on or about 342 152197039_18 the relevant Alternative Benchmark Commencement Date. In the case of the Revolving Facility (and any Additional Facility to which these Reference Rate Terms apply and which is not stated to have a floor in the applicable Additional Facility Accession Agreement), if the aggregate of the Primary Term Rate and the applicable Credit Adjustment Spread (if any) is less than zero, there shall be no adjustment to ensure the aggregate of such amounts is zero or otherwise. In the case of Additional Facility AT and any other Additional Facility to which these Reference Rate Terms apply and which is stated to have a zero floor in the applicable Additional Facility Accession Agreement, if the aggregate of the Primary Term Rate and the applicable Credit Adjustment Spread (if any) is less than zero, the Primary Term Rate shall be deemed to be such a rate that the aggregate of the Primary Term Rate and the applicable Credit Adjustment Spread is zero. In the case of any other Additional Facility to which these Reference Rate Terms apply but which is stated to have any other floor in the applicable Additional Facility Accession Agreement, such floor shall apply. Quotation Date: Two Additional Business Days before the first day of the relevant Interest Period (unless market practice differs in the relevant syndicated loan market, in which case the Quotation Date will be determined by the Agent in accordance with that market practice (and if quotations would normally be given on more than one day, the Quotation Date will be the last of those days)). Quotation Time: The Quotation Date. Relevant Market: The market for overnight cash borrowing collateralised by US Government securities. SOFR The secured overnight financing rate (SOFR) administered and published by the Federal Reserve Bank of New York (or any other person which takes over the administration of the secured overnight financing rate (SOFR)). US Government Securities Business Day Any day other than: (a) a Saturday or a Sunday; and (b) a day on which the Securities Industry and 343 152197039_18 Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities. 344 152197039_18 Part 4: Term Rate Advances – Euro CURRENCY: Euro. FACILITIES: Additional Facility AU, Additional Facility AY, the Revolving Facility and any other Additional Facility as may be agreed between Sunrise HoldCo III and the relevant Additional Facility Lenders. Rate Switch Currency: Euro is not a Rate Switch Currency. Cost of funds as a fall-back: Cost of funds will apply as a fall-back. Definitions: Additional Business Days: A TARGET Day. Break Costs: (a) The amount (if any) by which: (i) the amount of interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in an Advance or Unpaid Sum to the last day of the current Interest Period in respect of that Advance or Unpaid Sum, had the principal amount of that Advance or Unpaid Sum received been paid on the last day of that Interest Period, exceeds (ii) the amount of interest which that Lender would be able to obtain by placing an amount equal to the principal amount of such Advance or Unpaid Sum received or recovered by it on deposit with a leading bank in the Relevant Market for a period starting on the Business Day following such receipt or recovery and ending on the last day of the current Interest Period; or (b) for the purposes of Clause 10.9(a) (Miscellaneous Provisions), the loss suffered by any Lender as a result of having to unwind any funding contract for reinvestment of proceeds which it had entered into or initiated upon receipt of the notice of prepayment and/or cancellation referred to in Clause 10.9(a) (Miscellaneous Provisions).


 
345 152197039_18 Business Day Conventions (definition of “month”): (a) If any period is expressed to accrue by reference to a month or any number of months then, in respect of the last month of that period: (i) subject to paragraph (iii) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; (ii) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and (iii) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end. (b) If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not). Primary Term Rate: The euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed on page EURIBOR01 of the Thomson Reuters screen and at any time on or following an Alternative Benchmark Commencement Date in relation to EURIBOR, the Alternative Benchmark Rate for euro for the relevant period displayed on any page of any screen of an information service as the Facility Agent may specify after consultation with Sunrise HoldCo III on or about the relevant Alternative Benchmark Commencement Date. In the case of the Revolving Facility (and any Additional Facility to which these Reference Rate Terms apply and which is not stated to have a floor in the applicable Additional Facility Accession Agreement), if the aggregate of the Primary Term Rate and the applicable Credit Adjustment Spread (if any) is less than zero, there 346 152197039_18 shall be no adjustment to ensure the aggregate of such amounts is zero or otherwise. In the case of Additional Facility AU and Additional Facility AY (and any other Additional Facility to which these Reference Rate Terms apply and which is stated to have a zero floor in the applicable Additional Facility Accession Agreement), if the aggregate of the Primary Term Rate and the applicable Credit Adjustment Spread (if any) is less than zero, the Primary Term Rate shall be deemed to be such a rate that the aggregate of the Primary Term Rate and the applicable Credit Adjustment Spread (if any) is zero. In the case of any Additional Facility to which these Reference Rate Terms apply but which is stated to have any other floor in the applicable Additional Facility Accession Agreement, such floor shall apply. Quotation Date: Two TARGET Days before the first day of the relevant Interest Period (unless market practice differs in the Relevant Market, in which case the Quotation Date will be determined by the Agent in accordance with market practice in the Relevant Market (and if quotations would normally be given by leading banks in the Relevant Market on more than one day, the Quotation Date will be the last of those days)). Quotation Time: Quotation Date 11:00 a.m. (Brussels time). Relevant Market: The European Interbank Market. 347 152197039_18 SCHEDULE 14 DAILY NON-CUMULATIVE COMPOUNDED RFR RATE The “Daily Non-Cumulative Compounded RFR Rate” for any RFR Banking Day “i” during an Interest Period for a Compounded Rate Advance is the percentage rate per annum (without rounding, to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose) calculated as set out below: 𝑈𝐶𝐶𝐷𝑅 𝑈𝐶𝐶𝐷𝑅 𝑑𝑐𝑐 𝑛 where: “UCCDRi” means the Unannualised Cumulative Compounded Daily Rate for that RFR Banking Day “i”; “UCCDRi-1” means, in relation to that RFR Banking Day “i”, the Unannualised Cumulative Compounded Daily Rate for the immediately preceding RFR Banking Day (if any) during that Interest Period; “dcc” means: (a) in respect of a Compounded Rate Advance denominated in Sterling, 365; and (b) in respect of a Compounded Rate Advance denominated in Euros, US Dollars or Swiss Francs, 360, or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number; “ni” means the number of calendar days from, and including, that RFR Banking Day “i” up to, but excluding, the following RFR Banking Day; and the “Unannualised Cumulative Compounded Daily Rate” for any such RFR Banking Day during the Interest Period of that Compounded Rate Advance (the “Cumulated RFR Banking Day”) is the percentage rate per annum (without rounding, to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose) calculated as set out below: 𝐴𝐶𝐶𝐷𝑅 where: “ACCDR” means the Annualised Cumulative Compounded Daily Rate for that Cumulated RFR Banking Day; “tni” means the number of calendar days from, and including, the first day of the Cumulation Period to, but excluding, the RFR Banking Day which immediately follows the last day of the Cumulation Period; 348 152197039_18 “Cumulation Period” means the period from, and including, the first RFR Banking Day of that Interest Period to, and including, that Cumulated RFR Banking Day; “dcc” has the meaning given to that term above; and the “Annualised Cumulative Compounded Daily Rate” for that Cumulated RFR Banking Day is the percentage rate per annum (rounded to 4 decimal places) calculated as set out below: 1 1 where: “d0” means the number of RFR Banking Days in the Cumulation Period; “Cumulation Period” has the meaning given to that term above; “i” means a series of whole numbers from one to d0, each representing the relevant RFR Banking Day in chronological order in the Cumulation Period; “DailyRatei-LP” means, for any RFR Banking Day “i” in the Cumulation Period, the Daily Rate for the RFR Banking Day which is the applicable Lookback Period prior to that RFR Banking Day “i”; “ni” means, for any RFR Banking Day “i” in the Cumulation Period, the number of calendar days from, and including, that RFR Banking Day “i” up to, but excluding, the following RFR Banking Day (so that on most days ni will be 1, but on a Friday it will generally be 3 and it will also be larger than 1 on the Banking Day before a holiday); “dcc” has the meaning given to that term above; and “tni” has the meaning given to that term above.


 
349 152197039_18 SCHEDULE 15 [Reserved] 350 152197039_18 SCHEDULE 16 FORM OF ESG CERTIFICATE To: [●] as Facility Agent From: [Sunrise HoldCo III B.V.] as the Company Dated: Dear Sir or Madam, Senior secured credit facility agreement originally dated 16 January 2004 (as from time to time amended, varied, novated or supplemented, the “Facility Agreement”) I, [name], a [Director] of [Sunrise HoldCo III B.V.] (the “Company”) CERTIFY without personal liability, that for the financial year ending [●]: (a) [each of the following have been achieved20:  [Women in Leadership Roles KPI];  [Science Based Target (Scope 1 and 2) KPI];  [Science Based Target (Scope 3) KPI], as evidenced by the computations shown in the Schedule to this Certificate.][; and (b) the Company has [reinvested/committed to reinvest] the savings (amounting to [●]) achieved by way of a reduction to the Original Revolving Facility Margin pursuant to paragraphs (c)(iii)(A)(1), (c)(iii)(A)(3), (c)(iii)(B)(1), (c)(iii)(B)(2), (c)(iii)(B)(3), (c)(iii)(B)(4), (c)(iii)(B)(6), (c)(iv)(A)(1), (c)(iv)(A)(2), (c)(iv)(B)(1)(a), (c)(iv)(B)(1)(c), (c)(iv)(B)(2)(a), (c)(iv)(B)(2)(b), (c)(iv)(B)(2)(c), (c)(iv)(B)(3)(a) or (c)(iv)(B)(3)(b) of clause 12.6 (Sustainability adjustments) of the Facility Agreement in further environmental, social and governance (or equivalent) projects or initiatives of the ESG Group]21. Signed: _______________________ [Director] Date: [●] [Schedule KPI Computations 20 Company to include or delete as appropriate and to include any Replacement KPI. 21 Confirmation only required for any financial year in respect of which the Revolving Facility Margin has been reduced pursuant to paragraph (c)(iii)(A)(1), (c)(iii)(A)(3), (c)(iii)(B)(1), (c)(iii)(B)(2), (c)(iii)(B)(3), (c)(iii)(B)(4), (c)(iii)(B)(6), (c)(iv)(A)(1), (c)(iv)(A)(2), (c)(iv)(B)(1)(a), (c)(iv)(B)(1)(c), (c)(iv)(B)(2)(a), (c)(iv)(B)(2)(b), (c)(iv)(B)(2)(c), (c)(iv)(B)(3)(a) or (c)(iv)(B)(3)(b) of clause 12.6 (Sustainability adjustments). 351 152197039_18 [●] 352 152197039_18 SIGNATURES [Signature pages not restated]


 
Execution Version 150628109_9 PROJECT ZENITH €550,000,000 ADDITIONAL FACILITY AAB ACCESSION AGREEMENT To: The Bank of Nova Scotia as Facility Agent and Security Agent From: Sunrise FinCo I B.V. (a private limited liability company incorporated under the laws of the Netherlands having registered number 82132631, whose registered office is at Boeingavenue 53, 1119PE Schiphol-Rijk, the Netherlands) (the “Additional Facility AAB Lender”) Date: 28 May 2025 Sunrise HoldCo III B.V. – Credit Agreement dated 16 January 2004 as amended from time to time (the “Credit Agreement”) 1. In this Additional Facility AAB Accession Agreement: “Borrower” means Sunrise Financing Partnership (a general partnership formed under the laws of Delaware law with its principal place of business at 1550 Wewatta Street, Suite 1000, Denver, Colorado 80202, USA). “Facility AAB” means the €550,000,000 term loan facility made available under this Additional Facility AAB Accession Agreement. “Facility AAB Advance” means the euro denominated advance made to the Borrower by the Additional Facility AAB Lender under Facility AAB. “Facility AAB Commitment” means, in relation to the Additional Facility AAB Lender, the amount in euro set opposite its name under the heading “Facility AAB Commitment” in Schedule 1 (Additional Facility AAB Lender and Commitment) of this Additional Facility AAB Accession Agreement and any such Facility AAB Commitment transferred to it or assumed by it under the Credit Agreement, in each case, to the extent not cancelled, reduced or transferred by it under this Additional Facility AAB Accession Agreement or the Credit Agreement. “Indenture” means the indenture dated __ May 2025 between, among others, the Additional Facility AAB Lender as issuer and U.S. Bank Trustees Limited as trustee and BNY Mellon Corporate Trustee Services Limited as security trustee. “Issue Date” means May 2025. “Issuer Tax Event” has the meaning given to that term in the Indenture. “Liberty Global Reference Agreement” means any or all of: (i) the credit agreement dated 5 March 2015 between, among others, Ziggo Secured Finance B.V. as SPV borrower and The Bank of Nova Scotia as facility agent; 28 28 Exhibit 4.5 2 150628109_9 (ii) the credit agreement dated 24 May 2019 between, among others, DLG Acquisitions Limited as parent and National Westminster Bank plc as facility agent; (iii) the credit agreement dated 7 June 2013 between, among others, Virgin Media Investment Holdings Limited as company and The Bank of Nova Scotia as facility agent; (iv) the credit agreement dated 1 August 2007 between, among others, Telenet NV as borrower and The Bank of Nova Scotia as facility agent; (v) the credit agreement dated 17 June 2021 between, among others, Virgin Media Ireland Limited as borrower and The Bank of Nova Scotia as facility agent; (vi) the indenture dated 18 October 2017 in respect of the $550,000,000 5.500% senior notes due 2028 issued by Sunrise HoldCo IV B.V. (formerly UPC Holding B.V.); (vii) the indenture dated 13 December 2017 in respect of the $1,000,000,000 5.500% senior secured notes due 2028 and €600,000,000 3.500% senior secured notes due 2028 issued by Telenet Finance Luxembourg Notes S.à r.l.; (viii) the indenture dated 28 October 2019 in respect of $700,000,000 aggregate principal amount of 4.875% senior secured notes due 2030 and €502,500,000 aggregate principal amount of 2.875% senior secured notes due 2030 issued by Ziggo B.V.; (ix) the facilities agreement dated 18 December 2020 between, among others, VZ Financing I B.V. as borrower, VZ Vendor Financing II B.V. as lender and The Bank of New York Mellon, London Branch acting as administrator, in respect of the advance of certain proceeds of the €700,000,000 aggregate principal amount of 2.875% vendor financing notes due 2029 issued by VZ Vendor Financing II B.V.; (x) the indenture dated 8 November 2024 in respect of $575,000,000 aggregate principal amount of 6.125% senior notes due 2032 issued by Ziggo Bond Company B.V.; (xi) the indenture dated 22 June 2020 in respect of €500,000,000 aggregate principal amount of 3.750% senior notes due 2030 issued by Virgin Media Finance plc; (xii) the facilities agreement dated 24 June 2020 in respect of the advance of certain proceeds of the $500,000,000 aggregate principal amount of 5.000% vendor financing notes due 2028 issued by Virgin Media Vendor Financing Notes IV Designated Activity Company; (xiii) the indenture dated 29 June 2020 in respect of £450,000,000 aggregate principal amount of 4.125% senior secured notes due 2030 and 3 150628109_9 $650,000,000 aggregate principal amount of 4.500% senior secured notes due 2030 issued by Virgin Media Secured Finance plc; (xiv) the indenture dated 24 September 2020 in respect of £600,000,000 aggregate principal amount of 4.000% senior secured notes due 2029, €950,000,000 aggregate principal amount of 3.250% senior secured notes due 2031 and $1,350,000,000 aggregate principal amount of 4.250% senior secured notes due 2031 issued by VMED O2 UK Financing plc; (xv) the indenture dated 20 January 2022 in respect of $1,525,000,000 aggregate principal amount of 5.000% sustainability-linked senior secured notes due 2032 and €750,000,000 aggregate principal amount of 3.500% sustainability-linked senior secured notes due 2032 issued by VZ Secured Financing B.V.; (xvi) the indenture dated 3 April 2024 in respect of €600,000,000 aggregate principal amount of 5.625% senior secured notes due 2032 issued by VMED O2 UK Financing I plc; and (xvii) the indenture dated 3 April 2024 in respect of $750,000,000 aggregate principal amount of 7.750% senior secured notes due 2032 issued by VMED O2 UK Financing I plc, (in each case as amended from time to time up to the date of this Additional Facility AAB Accession Agreement). “Notes” has the meaning given to the term Notes in the Indenture. “Notes Interest Payment Date” means a date on which interest is required to be paid under the Notes. “Sunrise HoldCo III” means Sunrise HoldCo III B.V. (a limited liability company organized and existing under the laws of the Netherlands, with registered number 34139182, whose registered office is at Boeingavenue 53, 1119PE Schiphol-Rijk, the Netherlands). 2. Unless otherwise defined in this Additional Facility AAB Accession Agreement, terms defined in the Credit Agreement shall have the same meaning in this Additional Facility AAB Accession Agreement and a reference to a Clause is a reference to a Clause of the Credit Agreement. The principles of construction set out in Clause 1.2 (Construction) of the Credit Agreement apply to this Additional Facility AAB Accession Agreement as though they were set out in full in this Additional Facility AAB Accession Agreement. 3. We refer to Clause 2.4 (Additional Facilities) of the Credit Agreement and the definition of “Affiliate” in the Credit Agreement. This Additional Facility AAB Accession Agreement is an Additional Facility Accession Agreement for the purposes of the Credit Agreement. The Additional Facility AAB Lender is a Designated Notes Issuer for the purposes of the Credit Agreement. 4. This Additional Facility AAB Accession Agreement will take effect on the date on which the Facility Agent notifies the Borrower and/or Sunrise HoldCo III and the 4 150628109_9 Additional Facility AAB Lender that it has received the documents and evidence set out in Schedule 2 (Conditions Precedent Documents) to this Additional Facility AAB Accession Agreement, in each case, in form and substance satisfactory to it (acting reasonably) or, as the case may be, the requirement to provide any such documents or evidence has been waived by the Facility Agent on behalf of the Additional Facility AAB Lender (the “Effective Date”). The Facility Agent must give this notification to the Borrower and/or Sunrise HoldCo III and the Additional Facility AAB Lender promptly upon being so satisfied. 5. The Additional Facility AAB Lender agrees: (a) to become party to and to be bound by the terms of the Credit Agreement as a Lender in accordance with Clause 2.4 (Additional Facilities) of the Credit Agreement; and (b) to become party to the Intercreditor Agreement as a Senior Lender and to observe, perform and be bound by the terms and provisions of the Intercreditor Agreement in the capacity of Senior Lender, as if it had been an original party to the Intercreditor Agreement. 6. The Facility Agent will, for the purposes of any determination to be made under the Credit Agreement or this Additional Facility AAB Accession Agreement (other than in respect of the Requested Amendments (as defined in paragraph 36 below) for which consent has been given in accordance with paragraph 35 below), apply the votes of the Additional Facility AAB Lender in accordance with a written direction to be provided by the Additional Facility AAB Lender. The Additional Facility AAB Lender agrees that it will give any such direction in accordance with the provisions of Section 9.01 of the Indenture. For the avoidance of doubt, the Facility Agent may rely on any such directions received and shall have no duty to enquire as to or monitor whether such direction complies with Section 9.01 of the Indenture. 7. The Additional Facility Commitment in relation to the Additional Facility AAB Lender (for the purpose of the definition of Additional Facility Commitment in Clause 1.1 (Definitions) of the Credit Agreement) is its Facility AAB Commitment. 8. No Utilisation of Facility AAB may occur unless the Facility Agent has received evidence in form and substance satisfactory to it (acting reasonably) that the agreed fees payable by the Borrower in connection with the utilisation of Facility AAB have been or will be paid. 9. The Additional Facility Availability Period for Facility AAB shall be the period from and including the Effective Date to and including the date that is 45 Business Days thereafter (or any other date agreed between the Additional Facility AAB Lender and the Borrower). At the end of the Additional Facility Availability Period for Facility AAB, the Available Commitments in respect of Facility AAB shall automatically be cancelled and the Available Commitments in respect of Facility AAB for the Additional Facility AAB Lender shall automatically be reduced to zero. 10. Facility AAB may be drawn by one Advance. No more than one Request may be made in respect of Facility AAB under the Credit Agreement and such Request may only be


 
5 150628109_9 in a principal amount of the Additional Facility Commitment of Facility AAB as set out in paragraph 7 above. 11. The first Interest Period to apply to the Facility AAB Advance will be a period running from (and including) the first Utilisation Date in respect of the Facility AAB Advance up to (but excluding) the Notes Interest Payment Date immediately following the first Utilisation Date of the Facility AAB Advance, and the Borrower agrees that each subsequent Interest Period under Facility AAB will be 6 months ending on each 15 January and 15 July. Notwithstanding Clause 12 (Interest) of the Credit Agreement, interest for each Interest Period is payable on each Notes Interest Payment Date. 12. The Facility AAB Advance will be used for general corporate purposes and/or working capital purposes, including without limitation, the payment of any distribution, the redemption, refinancing, repayment or prepayment of any existing indebtedness of the Borrower Group and/or the payment of any fees and expenses in connection with Facility AAB and the other transactions related thereto. 13. The Final Maturity Date in respect of Facility AAB will be 15 May 2032. 14. The outstanding Facility AAB Advance will be repaid in full on the Final Maturity Date in respect of Facility AAB or such other date agreed between the Additional Facility AAB Lender and the Borrower. 15. The Borrower in relation to Facility AAB is Sunrise Financing Partnership. 16. Facility AAB is made available as a term loan. 17. Facility AAB is hereby designated as a Fixed Rate Facility for the purposes of the Credit Agreement. The Facility AAB Advance shall therefore be a Fixed Rate Advance and, in accordance with Clause 12.3 (Calculation of Interest – Fixed Rate Advances) of the Credit Agreement, the interest rate in relation to Facility AAB will be a fixed rate of 4.625 per cent. per annum calculated, notwithstanding anything to the contrary in Clause 28.3 (Calculations) of the Credit Agreement, on the basis of a 360 day year comprising of twelve 30-day months. 18. Accordingly, the interest rate for Facility AAB will never exceed 4.625 per cent. per annum (save to the extent that Clause 12.5 (Default interest) of the Credit Agreement may apply). 19. [Reserved] 20. Upon the occurrence of a mandatory prepayment of Facility AAB following a Change of Control, as defined in Clause 10.4 (Change of Control) of the Credit Agreement, the Borrower agrees to pay to the Facility Agent (for the account of the Additional Facility AAB Lender) an amount equal to 1 per cent. of the principal amount of Facility AAB, plus accrued and unpaid interest to, but excluding, the due date of mandatory prepayment. Such payment shall be due and payable by the Borrower to the Facility 6 150628109_9 Agent (for the account of the Additional Facility AAB Lender) on the actual date of such mandatory prepayment. 21. At any time prior to 15 May 2028, upon the occurrence of any voluntary prepayment of any of Facility AAB by the Borrower under Clause 10.3 (Voluntary prepayment) of the Credit Agreement (other than a voluntary prepayment complying with paragraph 23, 24, 25 or 26 below) in an amount not to exceed 10% of the original principal amount of Facility AAB (such original principal amount to include any upsizing of Facility AAB pursuant to paragraph 29 below) during each twelve-month period commencing on the Issue Date, the Borrower agrees to pay to the Facility Agent (for the account of the Additional Facility AAB Lender) an amount equal to 3% of the principal amount of Facility AAB being prepaid, plus accrued and unpaid interest then due on the amount of Facility AAB prepaid to, but excluding, the due date of prepayment. Such payment shall be due and payable by the Borrower to the Facility Agent (for the account of the Additional Facility AAB Lender) on the actual date of such prepayment. Prior to 15 May 2028, to the extent that during any twelve-month period commencing on the Issue Date, the principal amount of Facility AAB prepaid in one or more voluntary prepayments is greater than an amount equal to 10% of the original principal amount of Facility AAB (such original principal amount to include any upsizing of Facility AAB pursuant to paragraph 29 below) (any such amount, the “Excess Early Redemption Proceeds”), the Borrower will apply the Excess Early Redemption Proceeds to a voluntary prepayment of Facility AAB as described in paragraph 22 below. 22. At any time prior to 15 May 2028, upon the occurrence of any voluntary prepayment of any or all of Facility AAB by the Borrower under Clause 10.3 (Voluntary prepayment) of the Credit Agreement with any Excess Early Redemption Proceeds (other than a voluntary prepayment complying with paragraph 24, 25, 26 or 27 below), the Borrower agrees to pay to the Facility Agent (for the account of the Additional Facility AAB Lender) an amount equal to the Additional Amount (as defined below), plus accrued and unpaid interest on the amount of Facility AAB prepaid, in each case, to, but excluding the due date of prepayment. Such payment shall be due and payable by the Borrower to the Facility Agent (for the account of the Additional Facility AAB Lender) on the actual date of such prepayment. For the purposes of this paragraph 22: “Additional Amount” means, with respect to Facility AAB, on any prepayment date applicable to the voluntary prepayment of any or all of Facility AAB, the excess of: (a) the present value at such prepayment date of (i) the amount that would be payable in accordance with paragraph 23 below in respect of the principal amount of Facility AAB being prepaid if such amount were prepaid on 15 May 2028 pursuant to Clause 10.3 (Voluntary prepayment) of the Credit Agreement exclusive of any accrued but unpaid interest, plus (ii) the principal amount of Facility AAB being prepaid plus (iii) all required remaining scheduled interest payments due on the principal amount of Facility AAB being prepaid through 15 May 2028 (excluding accrued but unpaid interest to the prepayment date and assuming such interest payments are calculated at the rate of interest on Facility AAB in effect on such prepayment date), computed using a discount rate equal to the Bund Rate plus 50 basis points; over 7 150628109_9 (b) the principal amount of Facility AAB being prepaid. “Bund Rate” means, with respect to any prepayment date, the rate per annum equal to the semi-annual equivalent yield to maturity as of such date of the Comparable German Bund Issue, assuming a price for the Comparable German Bund Issue (expressed as a percentage of its principal amount) equal to the Comparable German Bund Price for such prepayment date, where: “Comparable German Bund Issue” means the German Bundesanleihe security selected by any Reference German Bund Dealer as having a fixed maturity most nearly equal to the period from such prepayment date to 15 May 2028 and that would be utilized at the time of selection and in accordance with customary financial practice, in pricing new issues of euro-denominated corporate debt securities in a principal amount approximately equal to the then outstanding principal amount of the Notes and of a maturity most nearly equal to 15 May 2028; provided, however, that, if the period from such prepayment date to 15 May 2028 is not equal to the fixed maturity of the German Bundesanleihe security selected by such Reference German Bund Dealer, the Bund Rate shall be determined by linear interpolation (calculated to the nearest one-twelfth of a year) from the yields of German Bundesanleihe securities for which such yields are given, except that if the period from such prepayment date to 15 May 2028, is less than one year, a fixed maturity of one year shall be used; “Comparable German Bund Price” means, with respect to any prepayment date, the average of all Reference German Bund Dealer Quotations for such date (which, in any event, must include at least two such quotations), after excluding the highest and lowest such Reference German Bund Dealer Quotations, or if the Borrower obtains fewer than four such Reference German Bund Dealer Quotations, the average of all such quotations; “Reference German Bund Dealer” means any dealer of German Bundesanleihe securities appointed by the Borrower in good faith; and “Reference German Bund Dealer Quotations” means, with respect to each Reference German Bund Dealer and any prepayment date, the average as determined by the Borrower in good faith of the bid and offered prices for the Comparable German Bund Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Borrower by such Reference German Bund Dealer at 3.30 p.m. Frankfurt am Main, Germany, time on a day no earlier than the third Business Day preceding the date of the delivery of the redemption notice in respect of such prepayment date. 23. On or after 15 May 2028, upon the occurrence of a voluntary prepayment of any or all of Facility AAB by the Borrower under Clause 10.3 (Voluntary prepayment) of the Credit Agreement (other than a voluntary prepayment complying with paragraph 23, 24, 25 or 26 below), the Borrower agrees to pay to the Facility Agent (for the account of the Additional Facility AAB Lender) an amount equal to the relevant percentages of the principal amount of Facility AAB being prepaid as set out in the table below, plus accrued and unpaid interest then due on the amount of Facility AAB prepaid to, but 8 150628109_9 excluding, the due date of prepayment, if prepaid during the twelve-month period beginning on 15 May of the years indicated below. Year Prepayment Price expressed as a percentage of the principal amount of Facility AAB 2028 2.31250% 2029 1.15625% 2030 and thereafter 0.000% Such payment shall be due and payable by the Borrower to the Facility Agent (for the account of the Additional Facility AAB Lender) on the actual date of such prepayment. 24. Notwithstanding paragraphs 21, 22 and 23 above: (a) if the Additional Facility AAB Lender purchases any Notes in connection with any tender offer or other offer to purchase the Notes (a “Tender Offer”), the Borrower will prepay an aggregate principal amount of Facility AAB based on the aggregate principal amount of Notes tendered in such Tender Offer and at a prepayment price of par plus any premium paid or less any discount received by the Additional Facility AAB Lender in connection with the purchase of the Notes in such Tender Offer, plus any accrued and unpaid interest to, but excluding, the due date of such prepayment; and (b) if following any Tender Offer, the Additional Facility AAB Lender is entitled to, and elects to, redeem any remaining Notes at a price equal to the price paid to each other holder in such Tender Offer, then the Borrower will prepay the remaining principal amount of Facility AAB at a prepayment price of par plus any premium paid or less any discount received by the Additional Facility AAB Lender in connection with the purchase of the Notes in such Tender Offer, plus any accrued and unpaid interest to the date that any interest accrues under the Notes in connection with such redemption. 25. At any time prior to 15 May 2028, upon the occurrence of any voluntary prepayment of Facility AAB by the Borrower pursuant to Clause 10.3 (Voluntary prepayment) of the Credit Agreement with the Net Cash Proceeds of one or more Equity Offerings (each as defined below) (the “Equity Offering Early Redemption Proceeds”) in an amount of up to 40% of the original principal amount of Facility AAB (such original principal amount to include any upsizing of Facility AAB pursuant to paragraph 29 below), the Borrower shall make a payment to the Facility Agent (for the account of the Additional Facility AAB Lender) in an amount (the “Equity Claw Prepayment Premium”) equal to 4.625% of the principal amount of Facility AAB prepaid, plus accrued and unpaid interest then due on the amount of Facility AAB prepaid to, but excluding, the due date of prepayment. Such payment shall be due and payable by the Borrower to the Facility Agent (for the account of the Additional Facility AAB Lender) on the actual date of such prepayment provided that: (a) at least 50% of the original principal amount of Facility AAB (such original principal amount to include any upsizing of Facility AAB pursuant to paragraph 28 below) remains outstanding immediately after any such prepayment; and


 
9 150628109_9 (b) such prepayment is made not more than 180 days after the consummation of any such Equity Offering. For the purposes of this paragraph 2524(b): “Capital Stock” of any person means any and all shares, interests, rights to purchase, warrants, options, participation or other equivalents of or interests in (however designated) equity of such person, including any preferred stock, but excluding any debt securities convertible into such equity. “Disqualified Stock” means, with respect to any person, any Capital Stock of such person which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event: (a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise; (b) is convertible or exchangeable for Financial Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of the Borrower, Sunrise HoldCo III, a Permitted Affiliate Parent or a Restricted Subsidiary of Sunrise HoldCo III or a Permitted Affiliate Parent); or (c) is redeemable at the option of the holder of the Capital Stock in whole or in part, in each case on or prior to the earlier of (1) the Stated Maturity of the Notes or (2) the date on which there are no Notes outstanding, provided that: (i) only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; and (ii) any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require Sunrise HoldCo III or any Permitted Affiliate Parent to repurchase such Capital Stock upon the occurrence of a change of control or asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) provide that Sunrise HoldCo III or any Permitted Affiliate Parent may not purchase or redeem any such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) pursuant to such provision prior to compliance by Sunrise HoldCo III or any Permitted Affiliate Parent with any provisions of the Credit Agreement. “Equity Offering” means a sale of (1) Capital Stock of the Borrower, Sunrise HoldCo III or any Permitted Affiliate Parent (other than Disqualified Stock), (2) Capital Stock the proceeds of which are contributed as equity share capital to the Borrower, Sunrise HoldCo III or any Permitted Affiliate Parent or as Subordinated Shareholder Loans or (3) Subordinated Shareholder Loans. 10 150628109_9 “Net Cash Proceeds” means, with respect to any issuance or sale of Capital Stock, Subordinated Shareholder Loans and/or other capital contributions, the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements). “Parent” means (a) the Ultimate Parent, (b) any Subsidiary of the Ultimate Parent of which the Borrower, Sunrise HoldCo III or any Permitted Affiliate Parent is a Subsidiary on the Issue Date, (c) any other person of which the Borrower, Sunrise HoldCo III or any Permitted Affiliate Parent at any time is or becomes a Subsidiary after the Issue Date and (d) any Joint Venture Parent, any Subsidiary of the Joint Venture Parent and any Parent Joint Venture Holders following any Parent Joint Venture Transaction. “Stated Maturity” means, with respect to any security, loan or other evidence of indebtedness, the date specified in such security, loan or other evidence of indebtedness as the fixed date on which the payment of principal of such security, loan or other evidence of indebtedness is due and payable, including pursuant to any mandatory redemption provision, but shall not include any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof. 26. Notwithstanding paragraphs 21, 22 and 23 above, upon the occurrence of an Issuer Tax Event under the Indenture and the election by the Additional Facility AAB Lender to redeem the Notes under the Indenture in connection therewith, the Borrower will prepay 100% of the then outstanding principal amount of Facility AAB, plus accrued and unpaid interest then due on the amount of Facility AAB prepaid to, but excluding, the due date of prepayment free of any additional premium or penalty. Such payment shall be due and payable by the Borrower to the Facility Agent (for the account of the Additional Facility AAB Lender) on the actual date of prepayment. 27. Notwithstanding paragraphs 21, 22 and 23 above, no Prepayment Premium (as defined in the Indenture), Make-Whole Amount (as defined in the Indenture) or Additional Amount (as defined in paragraph 22) shall be payable in connection with a voluntary prepayment of the whole of the outstanding Facility AAB Advance by the Borrower pursuant to Clause 10.3 (Voluntary prepayment) of the Credit Agreement that is made following the completion of the Sunrise Exchange Transaction (as defined in the Indenture), provided that the Borrower has given notice of such prepayment not later than three Business Days prior to the completion of the Sunrise Exchange Transaction and such prepayment is made on the completion of the Sunrise Exchange Transaction. 28. The Additional Facility AAB Lender acknowledges that the Borrower may discharge all or part of the Facility AAB Advance pursuant to Clause 10.3 (Voluntary prepayment) of the Credit Agreement in connection with the Sunrise Exchange Transaction by way of one or a combination of (a) a cash prepayment, (b) an issue of new notes or (c) the purchase of the existing Notes (in the case of (b) and (c), in accordance with the mechanisms, and on the terms, agreed between the Borrower and the Additional Facility AAB Lender at the relevant time and provided that the amount and date of such discharge is notified to the Facility Agent in writing by the Borrower and the Additional 11 150628109_9 Facility AAB Lender on or before the date of such discharge). The parties to this Additional Facility AAB Accession Agreement acknowledge that this Additional Facility AAB Accession Agreement may require amendment (in accordance with the relevant provisions of the Credit Agreement) to facilitate the discharge of all or part of the Facility AAB Advance in connection with the Sunrise Exchange Transaction and agree to discuss and negotiate any such amendments in good faith at the relevant time. 29. (a) Provided that any upsizing of Facility AAB permitted under this paragraph will not breach any term of the Credit Agreement, Facility AAB may be upsized by any amount, by the signing of one or more further Additional Facility AAB Accession Agreements, that specify (along with the other terms specified therein) the Borrower as the sole Borrower and which specify Facility AAB Commitments denominated in euro, to be drawn in euro, with the same Final Maturity Date and interest rate as specified in this Additional Facility AAB Accession Agreement. (b) For the purposes of this paragraph 29 (unless otherwise specified), references to Facility AAB Advances shall include Advances made under any such further and previous Additional Facility AAB Accession Agreement. (c) Where any Facility AAB Advance has not already been consolidated with any other Facility AAB Advance, on the last day of any Interest Period for that unconsolidated Facility AAB Advance, that unconsolidated Facility AAB Advance will be consolidated with any other Facility AAB Advance which has an Interest Period ending on the same day as that unconsolidated Facility AAB Advance, and all such Facility AAB Advances will then be treated as one Facility AAB Advance. 30. The Borrower agrees that it will not request or require the transfer of all of the rights and obligations of the Additional Facility AAB Lender (or cancel or reduce any of such Lender’s Commitments or repay or prepay any Facility AAB Advance) pursuant to Clause 10.7 (Right of prepayment and cancellation in relation to a single Lender), Clause 10.8 (Right of Cancellation in Relation to a Defaulting Lender) or Clause 29.9 (Replacement of Lenders) of the Credit Agreement. 31. The Additional Facility AAB Lender and the Facility Agent agree to waive the notice period in respect of drawdown requests under Clause 5.1 (Delivery of Request) of the Credit Agreement. 32. The Additional Facility AAB Lender, the Borrower and the Facility Agent acknowledge and agree that (a) the Facility AAB Advance shall be made by the Additional Facility AAB Lender directly to the Borrower to an account notified by the Borrower to the Additional Facility AAB Lender, rather than through the Facility Agent, and (b) in respect of any other payments of principal, interest or other amounts due under Facility AAB, (i) the Borrower shall make payments payable by it to the Additional Facility AAB Lender directly to the Additional Facility AAB Lender (or to such account as the Additional Facility AAB Lender may specify), and (ii) the Additional Facility AAB Lender shall make payments payable by it to the Borrower directly to the Borrower (or 12 150628109_9 to such account as the Borrower may specify). The Additional Facility AAB Lender agrees that it shall promptly notify the Facility Agent if the Borrower fails to make any payment under subclause (b)(i) of this paragraph 32 when due, and the Borrower agrees that it shall promptly notify the Facility Agent if the Additional Facility AAB Lender fails to make any payment under subclause (b)(ii) of this paragraph 32 when due. 33. The Borrower hereby agrees that the Additional Facility AAB Lender may disclose confidential information supplied to it by or on behalf of any Obligor in connection with the Finance Documents to the extent such disclosure is required by the terms of the Notes. 34. For the purposes of any assignment, transfer or novation of rights and/or obligations (in whole or in part) by the Additional Facility AAB Lender under Clause 30.3 (Transfers by Lenders) of the Credit Agreement, each of Sunrise HoldCo III and the Borrower hereby irrevocably consent to any assignment, transfer or novation made by the Additional Facility AAB Lender (a) by way of security in favour of BNY Mellon Corporate Trustee Services Limited (as security trustee under the Indenture) and (b) following an Event of Default under and as defined in the Indenture. The Additional Facility AAB Lender may only deliver to the Facility Agent a completed Transfer Agreement if at that time it confirms to the Facility Agent in writing that an assignment, transfer or novation of the interest in Facility AAB to be assigned, transferred or novated is not prohibited under the terms of any agreement that is binding on it or any of its assets. 35. Subject to paragraph 36 below and the provisions of the Indenture, for the purposes of any amendment or waiver, consent or other modification (including, with respect to any existing Default or Event of Default) that may be sought by the Borrower or Sunrise HoldCo III under the Credit Agreement or any other Finance Document on or after the date of this Additional Facility AAB Accession Agreement, the Additional Facility AAB Lender hereby consents (in the capacity of a Lender and, if it is a Hedge Counterparty, in the capacity of a Hedge Counterparty), and agrees to procure, unless it is prohibited from doing so, that any of its Affiliates or Related Funds that are Hedge Counterparties or Lenders under a Revolving Facility or an Additional Revolving Facility consent (in their capacity as Hedge Counterparties or Lenders under a Revolving Facility or an Additional Revolving Facility, as applicable) to any and all of the following: (a) any and all amendments contemplated by Schedule 6 (Additional Amendments, Waivers, Consents and Other Modifications), Schedule 7 (Fourth Amendments, Waivers, Consents and Other Modifications), Schedule 8 (Fifth Amendments, Waivers, Consents and Other Modifications), Schedule 9 (Sixth Amendments, Waivers, Consents and Other Modifications), Schedule 10 (Seventh Amendments, Waivers, Consents and Other Modifications), Schedule 11 (Eighth Amendments, Waivers, Consents and Other Modifications), Schedule 12 (Ninth Amendments, Waivers, Consents and Other Modifications) and/or Schedule 13 (Tenth Amendments, Waivers, Consents and Other Modifications) of this Additional Facility AAB Accession Agreement (the “Approved Amendments”); (b) any consequential amendment, waiver, consent or other modification, whether effected by one instrument or through a series of amendments, to the Credit


 
13 150628109_9 Agreement or any other Finance Document to be made either to implement the Approved Amendments or to conform any Finance Document to the Approved Amendments; and/or (c) any other amendment, waiver, consent or modification, whether effected by one instrument or through a series of amendments, to the Credit Agreement or any other Finance Document to be made to conform any Finance Document to any Liberty Global Reference Agreement provided that any amendment, waiver, consent or modification to conform the Credit Agreement or any other Finance Document to any Liberty Global Reference Agreement referred to at paragraphs (vi) to (xvii) (inclusive) of that definition shall be limited to those that are mechanical in nature unless specifically referenced in the Approved Amendments, and, in each case, any consequential amendments, waivers, consents or modifications, and this Additional Facility AAB Accession Agreement shall constitute the Additional Facility AAB Lender’s irrevocable and unconditional written consent (in the capacity of a Lender and, if it is a Hedge Counterparty, in the capacity of a Hedge Counterparty) and the agreement of the Additional Facility AAB Lender to procure, unless it is prohibited from doing so, that each of its Affiliates and Related Funds that is a Lender under a Revolving Facility or an Additional Revolving Facility or a Hedge Counterparty provides irrevocable and unconditional written consent in that capacity in respect of such amendments, waivers, consents or other modifications to the Finance Documents for the purposes of Clause 29 (Amendments and Waivers) of the Credit Agreement, Clause 28 (Consents, Amendments and Override) of the Intercreditor Agreement, and any clause in any other Finance Document relating to amendments of that Finance Document without any further action required on the part of any party thereto. 36. Following receipt of an amendment request from Sunrise HoldCo III and/or the Facility Agent in connection with all or any of the proposed amendments set out in paragraph 34 above (the “Requested Amendments”), the Additional Facility AAB Lender shall confirm whether, having regard to the relevant provisions of the Indenture, it is required to consent to the Requested Amendments. If the Additional Facility AAB Lender is required to give such consent, it hereby acknowledges and agrees (in the capacity of a Lender and, if it is a Hedge Counterparty, in the capacity of a Hedge Counterparty), and agrees to procure, unless it is prohibited from doing so, that any of its Affiliates or Related Funds that are Hedge Counterparties or a Lender under a Revolving Facility or an Additional Revolving Facility acknowledge and agree (in their capacity as Hedge Counterparties or Lenders under a Revolving Facility or an Additional Revolving Facility, as applicable) that the Facility Agent and/or the Security Agent (as applicable) may, but shall not be required to, send to the Additional Facility AAB Lender any further formal amendment request in connection with all, or any of the Requested Amendments and the Facility Agent and/or the Security Agent (as applicable) shall be authorised to consent on behalf of the Additional Facility AAB Lender, as a Lender under one or more Facilities and as a Hedge Counterparty under the Intercreditor Agreement, to any such Requested Amendments (and the Facility Agent and/or the Security Agent shall be authorised to enter into any necessary documentation in connection with the same), and such consent shall be taken into account in calculating whether the Majority Lenders, or the relevant requisite Lenders, or the Hedge Counterparties have consented to the relevant amendments and/or waivers or other modifications to the Finance Documents 14 150628109_9 in accordance with Clause 29 (Amendments and Waivers) of the Credit Agreement, Clause 28 (Consents, Amendments and Override) of the Intercreditor Agreement, and any clause relating to amendments in any other Finance Document. 37. The Additional Facility AAB Lender hereby waives (in the capacity of a Lender and, if it is a Hedge Counterparty, in the capacity of a Hedge Counterparty), and agrees to procure, unless it is prohibited from doing so, that any of its Affiliates or Related Funds that are Hedge Counterparties or a Lender under a Revolving Facility or an Additional Revolving Facility waive (in their capacity as Hedge Counterparties or Lenders under a Revolving Facility or an Additional Revolving Facility, as applicable) receipt of any fee in connection with the foregoing consents, notwithstanding that other consenting Lenders (including the Additional Facility AAB Lender in relation to any upsizing of Facility AAB pursuant to paragraph 29 above) under the Credit Agreement or Hedge Counterparties under the Intercreditor Agreement may be paid a fee in consideration of such Lenders' or Hedge Counterparties’ consent to any or all of the foregoing amendments, waivers, consents or other modifications. 38. The Additional Facility AAB Lender confirms to each other Finance Party that: (a) it has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and such Obligor’s related entities in connection with its participation in Facility AAB being made available pursuant to this Additional Facility AAB Accession Agreement and has not relied on any information provided to it by any other Finance Party in connection with any Finance Document; and (b) it will continue to make its own independent appraisal of the creditworthiness of each Obligor and such Obligor’s related entities while any amount is or may be outstanding under the Credit Agreement or any Additional Facility Commitment is in force. 39. Other than by way of security in favour of BNY Mellon Corporate Trustee Services Limited (as security trustee under the Indenture), the Additional Facility AAB Lender agrees that it will not, without the prior written consent of Sunrise HoldCo III (acting in its sole discretion), effect any transfer, novation, assignment or Sub-participation of any of its rights, benefits or obligations in respect of any Facility AAB Commitment under this Additional Facility AAB Accession Agreement prior to the date that such Facility AAB Commitment has been utilised. 40. The Additional Facility AAB Lender acknowledges and agrees that the Lender Asset Security Release Confirmation has been delivered by the Facility Agent to the Lenders and that the Security Agent is therefore irrevocably authorised in accordance with Clause 21.28(a) (Asset Security Release) of the Credit Agreement to execute such documents as may be required to ensure that the Security (other than (a) any Security required to be granted under paragraph (b)(ii) of the definition of “80% Security Test” and (b) any Security provided over any account in connection with a Borrower providing cash cover for a Documentary Credit or an Ancillary Facility pursuant to Clause 6.9(a) (Cash Cover by Borrower) and Clause 1.2(a)(iv) (Construction) of the Credit Agreement) is released. 15 150628109_9 41. The Facility Office and address for notices of the Additional Facility AAB Lender for the purposes of Clause 37.2 (Addresses for notices) of the Credit Agreement will be that notified by the Additional Facility AAB Lender to the Facility Agent. 42. This Additional Facility AAB Accession Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law. 43. Clause 39 (Jurisdiction) of the Credit Agreement is incorporated into this Additional Facility AAB Accession Agreement as if set out in full and as if references in that clause to a “Finance Document” are references to this Additional Facility AAB Accession Agreement. 44. Without prejudice to any other mode of service allowed under any relevant law, the Additional Facility AAB Lender: (a) irrevocably appoints Liberty Global Europe Limited at 120 King's Road, London, England, SW3 4TR, United Kingdom as its agent for service of process in relation to any proceedings before the English courts in connection with this Additional Facility AAB Accession Agreement; (b) agrees that failure by a process agent to notify it of the process will not invalidate the proceedings concerned; and (c) agrees that if the appointment of the person mentioned in paragraph (a) above ceases to be effective, the Additional Facility AAB Lender shall immediately appoint a further person in England to accept service of process on its behalf in England and, failing such appointment within 15 days, the Facility Agent is entitled and authorised to appoint a process agent for the Additional Facility AAB Lender by notice to the Additional Facility AAB Lender. 45. This Additional Facility AAB Accession Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart signature page of this Additional Facility AAB Accession Agreement by e-mail (PDF) or telecopy shall be as effective as delivery of a manually executed counterpart of this Additional Facility AAB Accession Agreement. 46. This Additional Facility AAB Accession Agreement is a Creditor Accession Undertaking as defined in the Intercreditor Agreement. THIS ADDITIONAL FACILITY AAB ACCESSION AGREEMENT is executed and delivered as a Deed on the date stated at the beginning of this Additional Facility AAB Accession Agreement. 16 150628109_9 SCHEDULE 1 ADDITIONAL FACILITY AAB LENDER AND COMMITMENT Additional Facility AAB Lender Facility AAB Commitment € Sunrise FinCo I B.V. 550,000,000 Total 550,000,000


 
17 150628109_9 SCHEDULE 2 CONDITIONS PRECEDENT DOCUMENTS 1. Constitutional Documents (a) A copy of the constitutional documents of each Obligor (other than Sunrise Financing) and the partnership agreement of Sunrise Financing or, if the Facility Agent already has a copy, a certificate of an authorised signatory of the relevant Obligor confirming that the copy in the Facility Agent’s possession is still correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AAB Accession Agreement. (b) An extract of the registration of each Obligor established in the Netherlands in the trade register of the Dutch Chamber of Commerce. 2. Authorisations (a) A copy of a resolution of the board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the shareholders' resolution of each Obligor: (i) approving the terms of and the transactions contemplated by this Additional Facility AAB Accession Agreement and (in the case of the Borrower) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)) resolving that it execute the confirmation described at paragraph 4 below; and (ii) (to the extent applicable in the case of the Borrower) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AAB Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4 below. (b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AAB Accession Agreement or the confirmation described in paragraph 4 below (as appropriate). (c) A certificate of an authorised signatory of the Borrower, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by the Borrower, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AAB Accession Agreement. 18 150628109_9 3. Legal opinions (a) A legal opinion of Proskauer Rose (London) LLP, English legal advisers to the Facility Agent, addressed to the Finance Parties. (b) A legal opinion of Clifford Chance LLP, Dutch legal advisers to the Facility Agent, addressed to the Finance Parties. (c) A legal opinion of Dorsey & Whitney (Delaware) LLP, Delaware legal advisers to the Borrower, addressed to the Finance Parties. 4. Other documents Confirmation (in writing) from (i) each of the Guarantors that its obligations under Clause 19 (Guarantee) of the Credit Agreement and (ii) each of the Charging Entities (as defined in the Intercreditor Agreement) that the Security Interests granted to the Beneficiaries pursuant to the Security Documents and its obligations under the Finance Documents, shall continue unaffected and that such obligations extend to the Total Commitments as increased by the addition of Facility AAB and that such obligations shall be owed to each Finance Party including the Additional Facility AAB Lender. 19 150628109_9 SCHEDULE 3 NOVATION CERTIFICATE To: The Bank of Nova Scotia as Facility Agent and Sunrise HoldCo III B.V. as Borrower From: [THE EXISTING LENDER] and [THE NEW LENDER] Date: [] Sunrise HoldCo III B.V. – Credit Agreement dated 16 January 2004 (as amended, the “Credit Agreement”) We refer to clause 30.4 (Procedure for novations) of the Credit Agreement. Terms defined in the Credit Agreement have the same meaning in this Novation Certificate. 1. We [●] (the “Existing Lender”) and [●] (the “New Lender”) agree to the Existing Lender and the New Lender novating all the Existing Lender’s rights and obligations referred to in the Schedule in accordance with clause 30.4 (Procedure for novations) of the Credit Agreement. 2. We further refer to clause 22.3 (Change of Senior Lender, Pari Passu Creditors, Second Lien Lender and Noteholders) of the Intercreditor Agreement. In consideration of the New Lender being accepted as a Senior Lender for the purposes of the Intercreditor Agreement (and as defined therein), the New Lender confirms that, as from the [●], it will be party to the Intercreditor Agreement as a Senior Lender, and undertakes to perform all the obligations expressed in the Intercreditor Agreement to be assumed by a Senior Lender and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement. 3. The Facility Office and address for notices of the New Lender for the purposes of clause 37.2 (Addresses for notices) of the Credit Agreement are set out in the Schedule. 4. This Novation Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Novation Certificate. 5. This Novation Certificate and any non-contractual obligations arising out of or in connection with it are governed by English law. 20 150628109_9 THE SCHEDULE Rights and obligations to be novated EXISTING LENDER Existing Lender’s Commitment under Additional Facility AAB: [€[•]] Assignee: New Lender [New Lender] [Facility Office Address for notices for administrative purposes Address for notices for credit purposes]


 
21 150628109_9 [The Existing Lender], as the Existing Lender By: Name: Title: [The New Lender], as the New Lender By: Name: Title: 22 150628109_9 SCHEDULE 4 [INTENTIONALLY LEFT BLANK] 23 150628109_9 SCHEDULE 5 [INTENTIONALLY LEFT BLANK] 24 150628109_9 SCHEDULE 6 ADDITIONAL AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 6 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement. In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement. 1. Transfers: amend Clause 30.3 (Transfers by Lenders) of the Credit Agreement to provide that the consent of Sunrise HoldCo III or a Borrower is not required for any assignment, transfer or novation by a Lender if an Event of Default is outstanding pursuant to any of Clauses 23.2 (Non-payment), 23.6 (Insolvency), 23.7 (Insolvency Proceedings), 23.9 (Creditors’ Process) or 23.10 (Similar Proceedings) only (rather than if any Event of Default is outstanding). 2. New RCF Maintenance Covenant: amend the Credit Agreement to provide that: amendments and waivers of Clauses 22.2 (Financial Ratio) to 22.4 (Cure provisions) and Clause 23.17 (Acceleration Following Financial Ratio Breach) shall only be made with the consent of Sunrise HoldCo III and the Composite Revolving Facility Instructing Group and shall not require the consent of any other Finance Party.


 
25 150628109_9 SCHEDULE 7 FOURTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS [INTENTIONALLY LEFT BLANK] 150628109_9 SCHEDULE 8 FIFTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 8 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement. In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement. 1. Negative Pledge: (a) delete clause 21.8(a) in its entirety and replace it as follows: “(a) Each Obligor (other than Sunrise HoldCo III Holdco, any Permitted Affiliate Holdco and any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt) will not permit any Security Interest by any member of the Borrower Group to subsist, arise or be created or extended over all or any part of their respective present or future undertakings, assets, rights or revenues to secure or prefer any present or future Financial Indebtedness of any member of the Borrower Group or any other person, other than: (i) Permitted Security Interests; or (ii) any Security Interest over any present or future undertakings, assets, rights or revenues that is not subject to Security (such Security Interest, the “Initial Security Interest”) if, contemporaneously with the incurrence of such Initial Security Interest, effective provision is made to secure the Financial Indebtedness due under this Agreement equally and ratably with (or prior to, in the case of any Security Interest with respect to Financial Indebtedness that ranks junior to the Facilities) the Financial Indebtedness secured by such Initial Security Interest so long as such Financial Indebtedness is so secured.” (b) include a new clause 21.8(d) as follows: “(d) Any Security Interest created pursuant to the proviso described in Clause 21.8(a)(ii) securing of the Financial Indebtedness due under this Agreement will be automatically and unconditionally released and discharged upon the release and discharge of the Initial Security Interest to which it relates (and, to the extent required, the Facility Agent and the Security Agent are hereby irrevocably authorised and instructed by the Lenders to enter into such documentation as is reasonably required to effect such release). 2. Solvent Liquidation: Amend Clause 29.4 (Release of Guarantees and Security) of the Credit Agreement to provide for equivalent releases as a result of, and in connection 27 150628109_9 with, any solvent liquidation or dissolution that complies with Clause 21.29 (Internal Reorganisations). 3. Non-Consenting Lenders: Remove the timing window of 90 days during which Sunrise HoldCo III may exercise its rights as set out in Clause 29.9(b) (Replacement of Lenders) such that Sunrise HoldCo III may exercise such rights at any time. 150628109_9 SCHEDULE 9 SIXTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 9 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement. In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement. 1. Amendments and waivers: amend Clause 29.2 (Exceptions) to include the following as a new Clause: “Notwithstanding anything to the contrary in the Finance Documents, a Finance Party may unilaterally waive, relinquish or otherwise irrevocably give up all or any of its rights under any Finance Document with the consent of the Sunrise HoldCo III.” 2. Transfers by Obligors: include the following as a new carve out to Clause 30.2(a) (Transfers by Obligors): “provided that a Borrower (a “Novating Borrower”) may assign or transfer any of its rights, benefits and obligations under this Agreement to another Borrower incorporated in the same jurisdiction as that Novating Borrower and which is a directly or indirectly wholly owned Subsidiary of (i) Sunrise HoldCo III or (ii) a Permitted Affiliate Parent (as applicable) if Sunrise HoldCo III delivers to the Facility Agent: (a) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, from an independent financial advisor confirming the solvency of the Borrower Group, taken as a whole, after giving effect to any transactions related to such assignment or transfer; and (b) legal opinions, in form and substance reasonably satisfactory to the Facility Agent, confirming that, after giving effect to any transactions related to such assignment or transfer, the Security created by the Security Documents as amended, extended, renewed, restated, supplemented, modified or replaced represents valid and perfected Security not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law that such Security were not otherwise subject to immediately prior to such assignment or transfer.” 3. Sub-participations: (a) Include a new definition of Sub-participation as follows: “Sub-participation” means any sub-participation or sub-contract (whether written or oral) or any other agreement or arrangement having an economically substantially similar effect, including any credit default or total return swap or derivative (whether disclosed undisclosed, risk or funded) by a Lender of or in relation to any of its rights or obligations under, or its legal, beneficial or economic interest in relation to, the Facilities and/or Finance Documents to a counterparty and “sub-participate” shall be construed accordingly.


 
29 150628109_9 (b) Amend Clause 30.3 (Transfers by Lenders) in order that this clause includes a restriction on sub-participations of rights and obligations and is subject to the same consent regime as for assignments and transfers in accordance with recent Liberty precedent. (c) Add a new clause as follows: “[30.12] Sub-participation Notwithstanding anything to the contrary in Clause 30.3 (Transfers by Lenders) there shall be no restrictions on sub-participations provided that: (a) such Lender remains a Lender under this Agreement with all rights and obligations pertaining thereto and remains liable under the Finance Documents for any such obligation; (b) such Lender retains exclusive control over all rights and obligations in relation to the participations and Commitments that are the subject of the relevant agreement or arrangement, including all voting rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations), unless: (i) the proposed sub-participant is a person to whom the relevant rights and obligations could have been assigned or transferred in accordance with the terms of this Clause 30 and, (ii) prior to entering into the relevant agreement or arrangement, the relevant Lender provides Sunrise HoldCo III with full details of that proposed sub-participant and any voting, consultation or other rights to be granted to the sub-participant; (c) the relationship between the Lender and the proposed sub-participant is that of a contractual debtor and creditor (including in the bankruptcy or similar event of the Lender or an Obligor); (d) the proposed sub-participant will have no proprietary interest in the benefit of this Agreement or any of the Finance Documents or in any monies received by the relevant Lender under or in relation to this Agreement or any of the Finance Documents (in its capacity as sub-participant under that arrangement); and 30 150628109_9 (e) the proposed sub-participant will under no circumstances: (i) be subrogated to, or be substituted in respect of, the relevant Lender’s claims under this Agreement or any of the Finance Documents; or (ii) otherwise have any contractual relationship with, or rights against, the Obligors under or in relation to this Agreement or any of the Finance Documents (in its capacity as sub-participant under that arrangement).” (d) Include the additional provision as follows: “[30.13] Sub-participant Register “(a) In the case of a sub-participation (or any other agreement or arrangement having an economic effect substantially similar to a sub-participation) (in each case, other than any non-voting derivatives (which are not participations) which would otherwise be caught by the definition of “sub-participation”), the person granting the sub-participation (or similar right) shall, acting solely for these purposes as non-fiduciary agent for the Borrower, maintain a register (a “Sub-Participant Register”) on which it enters the name and address of each sub- participant (or person holding the similar right) and the Commitment and obligations (including principal and stated interest) in which each sub-participant (or other person) has an interest or obligation. (b) Notwithstanding anything to the contrary hereunder, including without limitation Clause 28 (Evidence and Calculations), the entries in the Sub- Participant Register shall be conclusive absent manifest error, and such person maintaining the Sub-Participant Register shall treat each person whose name is recorded in the Sub-Participant Register as the owner of such sub-participation (or similar right) for all purposes of a Finance Document notwithstanding any notice to the contrary. (c) Without prejudice to the other provisions of this Clause 30, no Lender shall have any obligation to disclose all or any portion of the Sub- Participant Register to any person (including the identity of any sub- participant or any information relating to a sub-participant’s interest in any Loans, Commitments or other obligations under any Finance Documents) except to the extent that such disclosure to a tax authority is necessary to establish that such Loan, Commitment or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or is otherwise required thereunder.” (e) Delete Clause 30.3(b)(iii) (Transfers by Lenders). (f) Amend Clause 30.10 (Register) to add the following to such Clause: “Without limitation of any other provision of this Clause 30, no transfer of an interest in a Loan or Commitment hereunder shall be effective unless and until recorded in the Register.” 31 150628109_9 SCHEDULE 10 SEVENTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 10 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement. In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement. 1. Related Fund: amend clause 1.1 (Definitions) to delete the definition of “Related Fund” and replace it with the following: “Related Fund” in relation to a fund or account that, in each case, invests in commercial loans (the “first fund”), means any other fund or account that, in each case, invests in commercial loans which is managed or administered directly or indirectly by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund or account that, in each case, invests in commercial loans whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.” 32 150628109_9 SCHEDULE 11 EIGHTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 11 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement. In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement. 1. Resignation of Obligors Add a new “Clause [X] (Resignation of an Obligor (other than Sunrise HoldCo III))” to the Credit Agreement on terms consistent with those in Clause 29.11 (Resignation of an Obligor (other than the Company)) of the credit agreement originally dated 1 August 2007 between among others Telenet BVBA as the Company and The Bank of Nova Scotia as the Facility Agent as last amended and restated on 16 November 2018, mutatis mutandis, and make all conforming changes required to incorporate such clause. 2. Defaulting Lenders: amend paragraph (a) of Clause 29.8 (Disenfranchisement of Defaulting Lenders) such that it reads as follows: “In ascertaining the Majority Lenders, affected Lenders, all Lenders or any other class of Lenders (as applicable) or whether any given percentage (including, for the avoidance of doubt, unanimity) of any of the Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, a Defaulting Lender’s Available Commitments and participations will be deemed to be zero.” 3. Cross Default EOD: amend Clause 23.5 (Cross-default) by deleting the words “or is placed on demand, in each case;” at paragraph (b). 4. Changes to the Parties: (a) Amend the new language to be included pursuant to paragraph 2 of Schedule 9 of this Agreement to add the words “except to the extent permitted by this Agreement and” at the start of the paragraph. (b) Amend paragraph (c)(i) of Clause 30.8 (Additional Obligors) to add the words “under the relevant Facility” after the words “Majority Lenders”. 5. Transfers: (a) Delete paragraph (a), (b) and (c) of Clause 30.3 (Transfers by Lenders) and replace it with the following new paragraphs (a) and (b) and make consequential changes to the numbering of the subsequent clauses: “(a) Subject to the other provisions of this Clause 30, any Lender (an “Existing Lender”) may, at any time, (i) assign all or any of its rights and benefits, (ii) transfer (by way of novation) all or any of its rights,


 
33 150628109_9 benefits and obligations or (iii) enter into a Sub-participation in respect of any of its rights, benefits and obligations, in each case under any Finance Documents to another person (the “New Lender”) provided that: (i) the prior written consent of Sunrise HoldCo III is received in respect of any assignment, transfer or Sub-participation, such consent not to be unreasonably withheld, and provided further that: (A) such consent shall be deemed to have been given if not declined in writing within ten Business Days of a written request by any Lender to Sunrise HoldCo III; (B) no consent shall be required in the case of any assignment, transfer or Sub-participation by a Lender to another Lender and/or to its Affiliate (or, if applicable, to any Related Fund); and (C) no consent shall be required in the case of any assignment, transfer or Sub-participation to any New Lender at any time after the occurrence of an Event of Default which is continuing pursuant to any of Clauses 23.2 (Non- payment), 23.6 (Insolvency), 23.7 (Insolvency Proceedings), 23.9 (Creditors’ Process) or 23.10 (Similar Proceedings); (ii) the New Lender makes the representation set out in paragraph [X]1 of the Transfer Agreement; and (iii) in the case of a partial assignment, transfer or novation of rights and/or obligations, such assignment, transfer or novation shall be in a minimum amount (in relation to an Additional Facility Commitment denominated in Euros) of €1,000,000 or (in relation to an Additional Facility Commitment denominated in US Dollars) of US$1,000,000 or, in each case, such lower amount as the Existing Lender may agree with Sunrise HoldCo III (save that in the case of a partial assignment, transfer or novation by a Lender of its rights and/or obligations under an Additional Facility to an Affiliate or Related Fund of that Lender, such assignment, transfer or novation shall be in a minimum amount (in relation to an Additional Facility Commitment denominated in Euros) of €500,000 or (in relation to an Additional Facility Commitment denominated in US Dollars) of US$500,000 or, in each case, such lower amount as that Lender may agree with Sunrise HoldCo III). (b) Notwithstanding any other provision of this Agreement, no Lender shall be entitled to assign, transfer or sub-participate any of its rights, benefits 1 Relating to qualifying lender representation in line with Liberty precedent. 34 150628109_9 or obligations under the Finance Documents in relation to a Revolving Facility without the prior written consent of Sunrise HoldCo III, provided that no such consent shall be required in the case of any assignment, transfer or Sub-participation: (i) by a Lender to another Lender under the Revolving Facility and/or to its Affiliate (or, if applicable, to any Related Fund), in each case, which is a deposit taking financial institution authorised by a financial services regulator or similar regulatory body which has a long term credit rating equal to or better than BBB or Baa2 (as applicable) according to at least two of Moody’s, Standard & Poor’s or Fitch; and (ii) to any New Lender at any time after the occurrence of an Event of Default which is continuing pursuant to any of Clauses 23.2 (Non-payment), 23.6 (Insolvency), 23.7 (Insolvency Proceedings), 23.9 (Creditors’ Process) or 23.10 (Similar Proceedings).” (b) Amend Clause 30.3 (Transfers by Lenders) to include the following new paragraphs: (i) “Notwithstanding any other provision of this Agreement, no Lender shall be entitled to assign, transfer or sub-participate any of its rights, benefits or obligations under the Finance Documents to a New Lender that is a Defaulting Lender or a Sanctioned Lender, in each case without the prior written consent of Sunrise HoldCo III (acting in its sole discretion). (ii) Notwithstanding any other provision of this Clause 30.3 (Transfers by Lenders), no assignment or transfer shall be permitted to settle or otherwise become effective within the period of five Business Days prior to the last day of the Interest Period for the relevant Advance. (iii) Each New Lender, by executing the relevant Transfer Agreement or Novation Certificate, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the transferring Lender would have been had it remained a Lender.” 6. Releases (a) Amend Clause 29.4 (Release of Guarantees and Security) as follows: (i) delete sub-paragraph (b)(i) and replace it as follows: 35 150628109_9 “(i) the disposal (A) is permitted under Clause 21.11 (Disposals), (B) is in accordance with the release of any Obligor in accordance with this Agreement, (C) is as a result of, or in connection with, any solvent liquidation or dissolution that complies with Clause 21.29 (Internal Reorganisation) or (D) the consent of the Majority Lenders has been obtained; and” (iv) delete sub-paragraph (d) and replace it as follows: “(d) The Security Agent shall (and it is hereby authorised by the other Finance Parties to) at the cost of the relevant Obligor, execute such documents as may be required or desirable to effect any release (i) permitted under this Clause 29.4 (Release of Guarantees and Security), (ii) required to permit the granting of any Security Interest permitted under Clause 21.8 (Negative pledge), (iii) expressly permitted under the Finance Documents (excluding, for the avoidance of doubt, pursuant to any consent obtained from the Majority Lenders), (iv) permitted under the Intercreditor Agreement, (v) to which a prior written consent of the relevant Lenders has been granted in accordance with paragraph (f) of Clause 29.2 (Exceptions), (vi) in connection with any Permitted Transaction (other than a Permitted Transaction pursuant to paragraph (a) or (g) of that definition) or (vii) if it is necessary or desirable in connection with Clause 21.29 (Internal Reorganisation).” (v) Add new sub-paragraphs (f) and (g) as follows: “(f) Notwithstanding any other provision of this Agreement, Sunrise HoldCo III may require the Security Agent to, and the Security Agent shall (and it is hereby authorised by the other Finance Parties to) at the cost of the relevant Obligor, execute such documents as may be required or desirable to effect the release of the Security granted over any asset of an Obligor pursuant to the Security Documents to which it is a party to enable the relevant Obligor to grant in connection with that asset any encumbrance permitted under Clause 21.8 (Negative pledge). If, immediately prior to such release the relevant Obligor was treated as an Obligor for the purpose of the 80% Security Test, the relevant Obligor shall continue to be treated as an Obligor for those purposes notwithstanding any such release. (g) Sunrise HoldCo III may designate that any Affiliate Subsidiary is no longer an Affiliate Subsidiary and require the Security Agent to, and the Security Agent shall (and it is hereby authorised by the other Finance Parties to) at the cost of Sunrise HoldCo III, execute such documents as may be required or desirable to effect the release of the guarantees provided and Security granted in connection with the accession of such Affiliate Subsidiary as a Guarantor (“Affiliate Subsidiary Release”); provided that 36 150628109_9 immediately after giving effect to such Affiliate Subsidiary Release, either (i) the Guarantors at the relevant time represent a percentage which is greater than that required to satisfy the 80% Security Test and Sunrise HoldCo III provides a certificate to the Facility Agent certifying that upon the Affiliate Subsidiary Release the 80% Security Test would continue to be satisfied or (ii) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and either (1) an Obligor could incur at least €1.00 of additional Financial Indebtedness pursuant to paragraph (xxii) of the definition of Permitted Financial Indebtedness or (2) the ratios of Senior Net Debt to Annualised EBITDA and of Total Net Debt to Annualised EBITDA would be no greater than they were immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such Affiliate Subsidiary Release.” 7. Break Costs: amend sub-paragraph (a)(i) of the definition of “Break Costs” in Clause 1.1 (Definitions) to include the words “and the effect of any interest rate floor” after the words “excluding the Margin” in parentheses. 8. Term Loan Interest Periods: In paragraph (b) of Clause 13.2 (Selection of Interest Periods) delete the words “1, 2, 3 or 6 months, or, in each case, such other period of up to 12 months as the Lenders whose Commitments under the relevant Term Facility that aggregate more than 50% of the aggregate Commitments under that Term Facility may agree with the Borrower” and replace them with the following words: “(i) 1, 2, 3 or 6 months; (ii) any shorter period agreed by the relevant Borrower and the Facility Agent; (iii) any longer period of up to 12 months agreed by the relevant Borrower and the Facility Agent (acting on the instruction of the Majority Lenders in relation to the relevant Facility); and (iv) in connection with the first Term Facility Advance under any Term Facility, any other period of six months or less as agreed to by the relevant Borrower and the Facility Agent”. 9. Hedge Counterparties: in the definitions of “Acceptable Hedge Counterparty” and “Hedge Counterparty” in Clause 1.1 (Definitions) of the Intercreditor Agreement, after the words “credit institution” add the words “or financial institution”. 10. Permitted Financing Action: (a) Amend Clause 14.1 (Place of Payment) to add the following words to the end of that Clause: “, in each case, other than any payment to be made on a cashless basis as part of a Permitted Financing Action.”. (b) Amend Clauses 14.2 (Funds) and 14.3(a) (Distribution) to add the following words to the end of that Clause:


 
37 150628109_9 “, in each case, other than any payment to be made on a cashless basis as part of a Permitted Financing Action. 11. Amendments and waivers: (a) Add a new paragraph to Clause 29 (Amendments and Waivers) to include the following as a new paragraph: “Notwithstanding anything to the contrary in the Finance Documents, a Finance Party may unilaterally waive, relinquish or otherwise irrevocably give up all or any of its rights under any Finance Document with the consent of Sunrise HoldCo III.” (b) Delete paragraph (f) of Clause 29.2 (Exceptions) and replace it with the following: “A waiver of issuance or the release of any Guarantor from any of its obligations under Clause 19 (Guarantee) or a release of any Security under the Security Documents, in each case, other than in accordance with the terms of any Finance Document shall require the prior written consent of affected Lenders whose Available Commitments plus Outstandings amount in aggregate to more than 75 per cent. of the aggregate Available Commitments plus Outstandings of those affected Lenders. This Clause may not be amended without the consent of Lenders whose Available Commitments plus Outstandings amount in aggregate to more than 75 per cent. of the aggregate Available Commitments plus Outstandings.” (c) Add a new paragraph (i) to Clause 29.2 (Exceptions) as follows: “No amendment or waiver of a term of any Ancillary Facility Document shall require the consent of any Finance Party other than the relevant Ancillary Facility Lender.” (d) Amend sub-paragraph (a)(vii) of Clause 29.2 (Exceptions) by adding the following proviso at the end: “(provided that paragraph (f) below may be amended with the consent of Lenders whose Available Commitments plus Outstandings amount in aggregate to more than 75 per cent. of the aggregate Available Facilities plus Outstandings); or” 12. Prepayments: amend Clause 10.9 (Miscellaneous Provisions) to delete paragraph (f) and replace it with the following: “Other than in relation to any prepayment under Clause 10.7 (Right of prepayment and Cancellation in relation to a Single Lender) or Clause 18.1 (Illegality), any prepayment in part of any Advance shall be applied against the participations of the Lenders in that Advance pro rata (except to the extent any part of an Advance is to be repaid on a cashless basis as part of a Permitted Financing Action).”2 2 Note: reference to Clause 27.9 (Replacement of lenders) to be retained when creeper implemented. 38 150628109_9 13. [Reserved] 14. Release Condition: (a) Amend Clause 21 (Undertakings) to add the following words as a new Clause 21.33: “21.33 Ratings Trigger (a) Notwithstanding anything to the contrary in this Agreement or any other Finance Document, during the period (if any) that a Release Condition (as defined in paragraph (d) below) is satisfied: (i) the following obligations and restrictions shall be suspended and shall not apply: (A) the requirement to make mandatory prepayments under Clause 10.5 (Mandatory prepayment from disposal proceeds); (B) the restrictions under Clause 21.11 (Disposals); (C) the provisions of Clause 21.12 (Acquisitions and mergers); (D) the provisions of Clause 21.13 (Restrictions on Financial Indebtedness); (E) the provisions of Clause 21.14 (Restricted Payments); (F) the provisions of Clause 21.15 (Loans and guarantees); (G) the provisions of Clause 21.16 (Environmental matters); (H) the restrictions under Clause 21.17 (Insurance); (I) the restrictions under Clause 21.18 (Intellectual Property Rights); (J) the restrictions under Clause 21.19 (Share capital); (K) the restrictions under Clause 21.20 (Priority); (L) the restrictions under Clause 21.21 (Share security); (M) the restrictions under Clause 21.22 (Shareholder Loans); (N) the restrictions under Clause 21.23 (Further security over receivables); (O) the restrictions under Clause 21.25 (ERISA); and (P) the provisions of paragraph (b) of Clause 30.8 (Additional Obligors); 39 150628109_9 (ii) the leverage financial covenant in Clause 22.2 (Financial Ratio) shall only be tested semi annually (for the Ratio Period ending on the second and fourth Quarter Dates in each financial year) if the Financial Ratio Test Condition is met on such second and fourth Quarter Dates in each financial year and the Financial Ratio Test Condition will only apply to such second and fourth Quarter Dates; (iii) the relevant Margin payable on any utilisation or Unpaid Sum (as applicable) under any Additional Facility (to the extent specified in the relevant Additional Facility Accession Agreement for that Additional Facility) will be reduced by 0.50 per cent. per annum; and (iv) the amount of each basket set by reference to a monetary amount for which a specific amount is set out in this Agreement and any definitions used therein (including all “annual”, “life of Facilities” and “at any time” and “aggregate” baskets) shall be increased by 50 per cent. (b) If at any time after a Release Condition has been satisfied and a Release Condition subsequently ceases to be satisfied, any breach of this Agreement or any other Finance Document that arises as a result of any of the obligations, restrictions or other terms referred to in paragraph (a) above ceasing to be suspended or amended shall not (provided that it did not constitute an Event of Default at the time the relevant event or occurrence took place) constitute (or result in) a breach of any term of this Agreement or any other Finance Documents, a Default or an Event of Default. (c) In respect of any amount which has not been applied in mandatory prepayment of the Facilities in accordance with Clause 10.5 (Mandatory prepayment from disposal proceeds) as a result of the Release Condition being satisfied (the “Released Amounts”), if the Release Condition subsequently ceases to be satisfied after the date the prepayment would have been required had the Release Condition not been satisfied, the failure to apply the Released Amounts in prepayment shall not result in a breach of any term of this Agreement or any other Finance Document. (d) For the purposes of this Clause 21.33 the “Release Condition” means the Facilities or Sunrise HoldCo III receive any two of the following: (i) a rating of “Baa3” (or the equivalent) or higher from Moody’s or any of its successors or assigns; (ii) a rating of “BBB-” (or the equivalent) or higher from Standard & Poor’s or any of its successors or assigns; and/or (iii) a rating of “BBB-” (or the equivalent) or higher from Fitch or any of its successors or assigns, in each case, with a “stable outlook” from such rating agency.” (e) Amend the definition of “Margin” in Clause 1.1 (Definitions) to include the following wording at the end of that definition: 40 150628109_9 “, and if applicable, as reduced pursuant to Clause 21.33 (Ratings Trigger)”. 15. Default Interest: amend “two” in Clause 12.5(a) (Default interest) to read “one”.


 
41 150628109_9 SCHEDULE 12 NINTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 12 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement. In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement. 1. 80% Security Test: (a) Delete limb (b)(ii)(C) of the definition of 80% Security Test in Clause 1.1 (Definitions). (b) Delete all references to “or 21.2(a)(ii)” in limb (a) of the definition of 80% Security Test in Clause 1.1 (Definitions). (c) Replace all references to “relevant financial statements” in limb (a) of the definition of 80% Security Test in Clause 1.1 (Definitions) with “annual financial statements”. 2. Financial Indebtedness: (a) Insert a new limb (e)(xii) into the definition of Financial Indebtedness in Clause 1.1 (Definitions) as follows: “indebtedness raised through sale and lease back transactions.” (b) Amend limb (e)(iv) of the definition of Financial Indebtedness in Clause 1.1 (Definitions) to delete “obligations under Finance Leases and” and replace it with “any Lease Obligations and obligations under”. (c) Insert a new definition in Clause 1.1 (Definitions) as follows: ““Lease Obligations” means collectively obligations under any finance, capital or operating lease in accordance with GAAP.” 3. Relevant Event: Delete “(a)” and “or (b) Clause 22.2 (Financial Ratio)” from the definition of Relevant Event in Clause 1.1 (Definitions). 4. Tax indemnity: Delete Clause 15.4(b)(iii) (Tax indemnity) and replace with the following: “(iii) to the extent a loss, liability or cost: (A) has been compensated for by a payment under Clause 15.8 (Stamp Taxes) or would have been compensated for by such a payment, but for the application of any exception in such Clause; 42 150628109_9 (B) is compensated for by an increased payment under Clause 15.2 (Tax gross- up); or (C) is suffered or incurred by a Finance Party in respect of a Bank Levy.” 5. Permitted Disposals: (a) Delete Clause 21.11(b)(liv)(C). (b) Amend Clause 21.11(b)(vii) by deleting the following “, provided that the aggregate amount of all such asset securitisations or receivables factoring transactions does not exceed the greater of: (A) €250,000,000 (or its equivalent in other currencies) at any time; and (B) 5% of Total Assets at any time”. (c) Amend Clause 21.11(b)(xxviii) to insert “(or any disposals of Cash Equivalent Investments)” immediately after “the application of cash in payments”. (d) Delete the definition of French Group in Clause 21.11(d) (Disposals). (e) Delete Clause 21.11(c)(i) and replace it with the following “(i) 17.5%;”. (f) Delete the following from Clause 21.11(c)(y) “, except in respect of a disposal of the French Group”. 6. Information – Miscellaneous: Delete the following “(both in hard copy and in electronic form)” from Clause 21.3 (Information – Miscellaneous) and replace it with “(in electronic form and, if requested, hard copy). 7. Permitted Financial Indebtedness: (a) Delete Clause 21.13(b)(xi) (Restrictions on Financial Indebtedness) and replace it with the following: “(xi) any Financial Indebtedness of a person which (A) is acquired by, or merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities), a member of the Borrower Group after the Signing Date and such acquisition, merger, consolidation, amalgamation or combination is permitted by Clause 21.12 (Acquisitions and mergers) or (B) becomes an Affiliate Subsidiary after the Signing Date; where such Financial Indebtedness existed at the date of (x) in the case of (A), completion of such acquisition, merger, consolidation, amalgamation or combination and (y) in the case of (B), such person becoming an Affiliate Subsidiary, provided that the amount of such Financial Indebtedness is not increased beyond the amount in existence at the date described in (x) and/or (y) (as applicable) (subject to the accrual of interest);” (b) Delete Clause 21.13(b)(xviii) (Restrictions on Financial Indebtedness) and replace it with the following: “(xviii) Financial Indebtedness arising under sale and leaseback arrangements or Vendor Financing Arrangements (to the extent these constitute Financial 43 150628109_9 Indebtedness) provided that the aggregate principal amount thereof does not at any time exceed the greater of (A) €250,000,000 and (B) the amount that could be incurred so that the ratio of Senior Net Debt to Annualised EBITDA (giving pro forma effect to any such Financial Indebtedness and the use of proceeds thereof) is equal to, or less than, 4.50:1.00; and provided further that, in each case, the relevant lessor or provider of Vendor Financing Arrangements does not have the benefit of any Security Interest other than over the assets the subject of such sale and leaseback arrangements and/or Vendor Financing Arrangements;” (c) Amend Clause 21.13(b)(xxvi) (Restrictions on Financial Indebtedness) to insert “commodity trading or brokerage accounts,” after “overdraft,”. (d) Amend Clause 21.13(b)(xxix) (Restrictions on Financial Indebtedness) to delete reference to “otherwise permitted under this Agreement”. (e) Amend Clause 21.13(b)(xxxii) (Restrictions on Financial Indebtedness) to insert “after giving pro forma effect to the relevant acquisition or other transaction and the incurrence of such Financial Indebtedness pursuant to this paragraph” immediately after “(y) the ratio of Senior Net Debt to Annualised EBITDA”. (f) Insert a new Clause 21.13(b)(xxxiv) and Clause 21.13(b)(xxxv) as follows (and (i) delete “and” at the end of Clause 21.13(b)(xxxiii) and (ii) make any necessary renumbering changes accordingly): “(xxxiv) any liability that constitutes Financial Indebtedness in respect of any member of the Borrower Group incorporated in The Netherlands arising under a declaration of joint and several liability (hoofdelijke aansprakelijkheid) as referred to in Section 2:403 of the Dutch Civil Code; (xxxv) any liability that constitutes Financial Indebtedness arising as a result of a fiscal unity (fiscale eenheid) solely between members of the Borrower Group incorporated in The Netherlands;” (g) Amend the definition of Permitted Borrower Group Guarantee Facilities in Clause 1.1 (Definitions) to delete reference to “€10,000,000” and replace it with “€50,000,000”. (h) Insert a new Clause 21.13(b)(xxxvi) as follows (and make any necessary renumbering changes accordingly): “(xxxvi) any Financial Indebtedness of any member of the Borrower Group in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other Financial Indebtedness incurred pursuant to this paragraph and then outstanding, will not exceed 100% of the Net Cash Proceeds received by Sunrise HoldCo III or a Permitted Affiliate Parent from the issuance or sale (other than to a member of the Borrower Group) of its respective Subordinated Shareholder Loans or Capital Stock or otherwise contributed to the equity of Sunrise HoldCo III or a Permitted Affiliate Parent (and in each case, other than through the issuance of Disqualified Stock, Preferred Stock (as defined in Clause 10.4 (Change of Control)) or an Excluded Contribution); and” 44 150628109_9 (i) Insert new definitions in Clause 1.1 (Definitions) in their correct alphabetic positions in connection with the new Clause 21.13(b)(xxxvi) as follows: ““Disqualified Stock” means, with respect to any person, any Capital Stock of such person which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event: (a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise; (b) is convertible or exchangeable for Financial Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of a member of the Borrower Group); or (c) is redeemable at the option of the holder of the Capital Stock in whole or in part, in each case on or prior to the earlier of (i) the then latest Final Maturity Date of a Facility or (ii) the date on which there are no Outstandings; provided that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided, further that any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require Sunrise HoldCo III or a Permitted Affiliate Parent to repurchase such Capital Stock upon the occurrence of a change of control (as defined in a substantially identical manner to the corresponding definition in this Agreement) shall not constitute Disqualified Stock if the terms of such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) provide that Sunrise HoldCo III or a Permitted Affiliate Parent may not repurchase or redeem any such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) pursuant to such provision prior to compliance by Sunrise HoldCo III or a Permitted Affiliate Parent with the provisions of Clause 21.11 (Disposals) and Clause 10.4 (Change of Control) and such repurchase or redemption complies with Clause 21.14 (Restricted Payments). “Excluded Contribution” means Net Cash Proceeds or property or assets received by Sunrise HoldCo III or a Permitted Affiliate Parent as capital contributions or Subordinated Shareholder Loans to Sunrise HoldCo III or a Permitted Affiliate Parent or from the issuance or sale (other than to a Restricted Subsidiary (as defined in Clause 10.4 (Change of Control))) of Capital Stock (other than Disqualified Stock) of Sunrise HoldCo III or a Permitted Affiliate Parent, in each case to the extent designated as an Excluded Contribution by Sunrise HoldCo III or a Permitted Affiliate Parent.” (j) Delete Clause 21.13(c) (Restrictions on Financial Indebtedness) and delete limb (d) of the definition of Restricted Person in Clause 1.1 (Definitions) (and make any necessary renumbering changes accordingly).


 
45 150628109_9 8. Permitted Payment: (a) Amend Clause 21.14(c)(xiv)(A) to include “(directly or indirectly)” after the words “an amount equal to such payment is reinvested”. (b) Amend the definition of Permitted Payment to delete “under paragraph (vii) of that definition” from Clause 21.14(c)(xii) (Restricted Payments). (c) Amend the definition of Permitted Payment to delete “and” at the end of Clause 21.14(c)(xxxvi)(B) and instead insert it at the end of Clause 21.14(c)(xxxvi)(C) and insert a new limb (D) in Clause 21.14(c)(xxxvi) (Restricted Payments) as follows: “(D) any property received in connection with such transaction shall not constitute (i) a cure pursuant to Clause 22.4 (Cure provisions) or (ii) an Excluded Contribution, up to the amount of such Permitted Payment made under this Clause 21.14(c)(xxxvi);” (d) Amend the definition of Permitted Payment by inserting: (i) a new Clause 21.14(c)(xlii) (Restricted Payments) as follows: “in connection with any transfer of the equity interests in a member of the Borrower Group provided that (A) the ratio of Senior Net Debt to Annualised EBITDA would not be greater than it was immediately prior to the relevant transfer and (B) such member of the Borrower Group whose equity interests have been transferred pursuant to this paragraph, becomes an Affiliate Subsidiary or member of the Borrower Group within 3 Business Days of such transfer;”; (ii) a new Clause 21.14(c)(xliii) (Restricted Payments) as follows: “following a Public Offering of Sunrise HoldCo III or a Permitted Affiliate Parent or any Parent, the declaration and payment by Sunrise HoldCo III, any Permitted Affiliate Parent or any Parent, or the making of any cash payments, advances, loans, dividends or distributions to any Parent to pay, dividends or distributions on the Capital Stock, common stock or common equity interests of Sunrise HoldCo III, any Permitted Affiliate Parent or any Parent; provided that the aggregate amount of all such dividends or distributions under this paragraph shall not exceed in any financial year the greater of (A) 6 per cent. of the Net Cash Proceeds of such Public Offering or subsequent equity offering by Sunrise HoldCo III or any Permitted Affiliate Parent or contributed to the capital of Sunrise HoldCo III or any Permitted Affiliate Parent by any Parent in any form other than Financial Indebtedness or Excluded Contributions and (B) following the Initial Public Offering, an amount equal to the greater of (1) 7 per cent. of the Market Capitalisation and (2) 7 per cent. of the IPO Market Capitalisation; and”; and (iii) a new Clause 21.14(c)(xliv) (Restricted Payments) as follows: 46 150628109_9 “in an aggregate amount outstanding at any time not to exceed the aggregate cash amount of Excluded Contributions, or consisting of non- cash Excluded Contributions, or Investments in exchange for or using as consideration Investments previously made under this Clause.”. (e) Insert the following definitions in Clause 1.1 (Definitions) in their correct alphabetic positions in connection with the new Clause 21.14(c)(xliii) (Restricted Payments): ““Initial Public Offering” means an equity offering of common stock or other common equity interests of Sunrise HoldCo III, any Permitted Affiliate Parent or any Parent (the “IPO Entity”) following which there is a Public Market and, as a result of which, the shares of the common stock or other common equity interests of the IPO Entity in such offering are listed on an internationally recognised exchange or traded on an internationally recognised market. “IPO Market Capitalisation” means an amount equal to (a) the total number of issued and outstanding shares of Capital Stock of the IPO Entity at the time of closing of the Initial Public Offering multiplied by (b) the price per share at which such shares of common stock or common equity interests are sold or distributed in such Initial Public Offering. “Market Capitalisation” means an amount equal to (a) the total number of issued and outstanding shares of Capital Stock of the IPO Entity on the date of the declaration of the relevant dividend, multiplied by (b) the arithmetic mean of the closing prices per share of such Capital Stock for the 30 consecutive trading days immediately preceding the date of the declaration of such dividend. “Net Cash Proceeds” means, with respect to any issuance or sale of Capital Stock, Subordinated Shareholder Loans or other capital contributions, the Cash proceeds of such issuance or sale net of legal fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commission and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements). “Public Market” means at any time after an equity offering has been consummated, shares of common stock or other common equity interests of the IPO Entity having a market value in excess of €75,000,000 on the date of such equity offering have been distributed pursuant to such equity offering. “Public Offering” means any offering, including an Initial Public Offering, of shares of common stock or other common equity interests that are listed on an exchange or publicly offered (which shall include any offering pursuant to Rule 144A and/or Regulation S under the United States Securities Act of 1933 to professional market investors or similar persons).” 47 150628109_9 9. Loans and guarantees: (a) Delete “, provided that no Obligor shall make a loan to any other member of the Borrower Group unless, within 60 days of making that loan:” from Clause 21.15(a) (Loans and guarantees) and also delete Clause 21.15(a)(i) and (ii) (Loans and guarantees) and make any consequential changes. (b) Amend Clause 21.15(h)(v) to replace the reference to “30 days” with “60 days”. (c) Delete Clause 21.15(bb) (Loans and guarantees) and replace it with the following: “(bb) any guarantee of any Financial Indebtedness of any Parent that is given by an Affiliate Subsidiary or another member of the Borrower Group provided that (i) on the date of incurrence of such guarantee the ratio of Total Net Debt to Annualised EBITDA on a pro forma basis would not exceed 5.50:1 (provided that outstanding Total Net Debt for the purpose of calculating such ratio under this paragraph shall include any Financial Indebtedness represented by guarantees by any member of the Borrower Group of Financial Indebtedness of any Parent), (ii) such guarantee is expressed to be subordinated to the liabilities of such Affiliate Subsidiary or other member of the Borrower Group (as applicable) under the Finance Documents and (iii) no Event of Default is continuing or occurs as a result of such Financial Indebtedness of that Parent being raised or issued;”. 10. Transfers by Lenders: (a) Amend Clause 30.3(k) (Transfers by Lenders) to include “or Clause 29.9 (Replacement of Lenders)” after “under Clause 10.7 (Right of prepayment and cancellation in relation to a single Lender)”. (b) Amend the new language to be included as a new Clause 30.3(b) (Transfers by Lenders) pursuant to paragraph 5(a) of Schedule 11 of this Agreement to insert “other than Clause [30.12] (Sub-participation)” immediately after “Notwithstanding any other provision of this Agreement”.3 11. Historic references: Delete any historic references which are no longer relevant (for example, references to Priority Pledge) to the extent not materially prejudicial to the interests of the Lenders and make any consequential changes. 12. Releases: (a) Add a new paragraph (f) and a new paragraph (g) to Clause 29.4 (Release of Guarantees and Security) as follows: “(f) The Security Agent shall (and it is hereby authorised by the other Finance Parties to) at the cost of Sunrise HoldCo III, execute such documents as may be required or desirable to effect the release of any guarantees and/or Security which 3 R&G note – this will be inserted once creeper 3(c) contained in the Ninth Amendments, Waivers, Consents and Other Modifications schedule has been included. 48 150628109_9 it is necessary or desirable to release in connection with any Permitted Tax Reorganisation provided that any equivalent guarantees and/or Security in respect of any other Pari Passu Lien Obligations are released simultaneously.”; and “(g) The Security Agent shall (and it is hereby authorised by the other Finance Parties to) upon the occurrence of a Permitted Guarantee Release, at the cost of Sunrise HoldCo III, execute such documents as may be required or desirable to effect the release of any guarantees and Security (other than Security in respect of (i) the shares in Sunrise HoldCo III and (ii) intercompany receivables payable by Sunrise HoldCo III) granted by Sunrise HoldCo IV.” (b) Insert new definitions in Clause 1.1 (Definitions) in their correct alphabetic positions in connection with the new paragraphs (f) and (g) in Clause 29.4 (Release of Guarantees and Security) as follows: ““Pari Passu Lien Obligations” means any Financial Indebtedness that has equal or substantially equal Security Interest priority to the Facilities on the Security (taking into account any intercreditor arrangements). “Permitted Guarantee Release” means the release, at the option of Sunrise HoldCo III at any time when all Pari Passu Lien Obligations permit, of any guarantee granted by Sunrise HoldCo IV provided that all other guarantees granted by Sunrise HoldCo IV in connection with all other Pari Passu Lien Obligations are released simultaneously.” 13. Permitted Security: (a) At paragraph (k) of the definition of Permitted Security Interest in Clause 1.1 (Definitions), insert the words “or any Refinancing Indebtedness in respect of such Finance Leases, sale and leaseback arrangements or Vendor Financing Arrangements” after reference to “Clause 21.13(b)(xviii) (Restrictions on Financial Indebtedness)”. (b) At paragraph (m) of the definition of Permitted Security Interest in Clause 1.1 (Definitions), insert the words “and Security Interests created, incurred or assumed in connection with any Refinancing Indebtedness in respect of Financial Indebtedness pursuant to which any Security Interest over or affecting any asset (including any shares) acquired by a member of the Borrower Group after the Signing Date was granted” after the first reference to “the relevant acquisition or transaction”. (c) At paragraph (i) of the definition of Permitted Security Interest in Clause 1.1 (Definitions), insert the words “and Security Interests created, incurred or assumed in connection with any Refinancing Indebtedness in respect of Financial Indebtedness pursuant to which any Security Interest over or affecting any asset of, or shares in, any person which becomes a member of the Borrower Group


 
49 150628109_9 after the Signing Date was granted” after the first reference to “the relevant acquisition or transaction”. (d) Insert a new paragraph (uu) to the definition of Permitted Security Interest in Clause 1.1 (Definitions) as follows: “any Security Interest arising under clause 24 or 25 of the general banking conditions (algemene bankvoorwaarden) of any member of the Dutch Banking Association.” (e) Insert a new paragraph (H) in paragraph (t)(ii) of the definition of Permitted Security Interest in Clause 1.1 (Definitions) as follows (and make any necessary consequential changes): “(H) Financial Indebtedness which is permitted under sub-paragraph (xxxvi) of the definition of Permitted Financial Indebtedness,” once the amendment detailed at paragraph 7(h) of this Schedule 13 has been implemented. (f) Insert a new paragraph (F) in paragraph (u)(ii) of the definition of Permitted Security Interest in Clause 1.1 (Definitions) as follows (and make any necessary consequential changes): “(F) Financial Indebtedness which is permitted under sub-paragraph (xxxvi) of the definition of Permitted Financial Indebtedness,” once the amendment detailed at paragraph 7(h) of this Schedule 13 has been implemented. 14. Unrestricted Subsidiary: Delete the definition of Unrestricted Subsidiary in Clause 1.1 (Definitions) and replace it with the following: ““Unrestricted Subsidiary” means any Subsidiary of Sunrise HoldCo III, any Subsidiary of any Permitted Affiliate Parent and any Subsidiary of an Affiliate Subsidiary that is not an Obligor which is designated by Sunrise HoldCo III or any Permitted Affiliate Parent in writing as an Unrestricted Subsidiary.” 15. Increased Costs: (a) Amend Clause 17.1(a) (Increased Costs) to delete both references to “the Signing Date” and replace with “the later of the date upon which (i) the Finance Party, who has incurred any Increased Cost which is the subject of this Clause, becomes a Party in accordance with the provisions of this Agreement and (ii) in the case of a Lender where the Facility under which such Lender initially had a Commitment when it became a Party has been cancelled, the first day of the Availability Period for the Facility under which such Lender has a Commitment (it being acknowledged that, where such Lender has Commitments under more than one Facility and such Facilities’ Availability Periods commenced on different dates, the relevant date shall be the earlier of those dates)”. (b) Delete paragraph (b) of Clause 17.2 (Increased cost claims) and replace it with the following: “Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate (giving reasonable details of the circumstances giving rise to such claim and of the calculation of the Increased Cost) confirming (i) the amount of its Increased Costs or, if applicable, the Increased Costs of any of its Affiliates, (ii) that it 50 150628109_9 is its policy or current practice to seek to recover such Increased Costs to a similar extent from other similar borrowers in relation to similar existing facilities (such similarity, in each case, determined by reference to the treatment of borrowers and facilities under the law or regulation giving rise to the relevant Increased Cost) and (iii) that it had not already taken such Increased Costs into account as part of its fees and pricing in connection with the Facilities, a copy of which shall be provided to Sunrise HoldCo III at the same time as such certificate is delivered to the Facility Agent, provided that no Finance Party shall be required to disclose information it is not legally allowed to disclose or in respect of which it is bound by contractual requirements of confidentiality or which is otherwise price-sensitive information prohibited from being disclosed pursuant to applicable law or regulation.” 16. Legal Reservations: (a) Insert a new definition in Clause 1.1 (Definitions) as follows: ““Legal Reservations” means: (a) the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court, the principle of reasonableness and fairness, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, court protection, examinership, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors; (b) the time barring of claims under applicable limitation laws, the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of stamp duty may be void and defences of set-off or counterclaim; and (c) any other general principles which are set out as qualifications or reservations as to matters of law in any legal opinion delivered under any Finance Document including (whether or not set out in such legal opinion) the qualification that security purporting to create fixed charges may create floating charges.” (b) Amend Clause 10.4(d)(iii) (Change of Control) to delete reference to “substantially similar qualifications to those made in the legal opinions referred to in Schedule 2 (Conditions Precedent Documents)” and replace with reference to “the Legal Reservations”. (c) Amend Clause 20.4(a) (Legal validity) to delete reference to “any relevant reservations or qualifications as to matters of law contained in any legal opinion referred to in Part 1 of Schedule 2 (Conditions Precedent Documents) or (as applicable) paragraph 13 of Part 2 of Schedule 2 (Conditions Precedent Documents)” and replace with reference to “the Legal Reservations”. (d) Amend Clauses 20.4(b) and (c) (Legal validity) to delete reference to “any relevant reservation or qualification as to matters of law contained in any legal opinion referred to in paragraph (a) above” and replace with reference to “the Legal Reservations”. (e) Amend Clause 20.6(a) (Consents) to delete reference to “any relevant reservations or qualifications contained in any legal opinion referred to in Clause 20.4(a) (Legal validity) above” and replace with a reference to “the Legal Reservations”. 51 150628109_9 (f) Amend paragraph 3 of Schedule 11 (Agreed Security Principles) to delete reference to “any legal opinion referred to in Clause 20.4 (Legal Validity)” and replace with reference to “the Legal Reservations”. 17. Financial Covenant: (a) Amend the definition of Senior Debt in Clause 22.1 (Financial definitions) to delete limb (c) of such definition and replace it with the following: “(c) any Financial Indebtedness referred to in Clauses 21.13(b)(viii), 21.13(b)(xii), 21.13(b)(xiii), 21.13(b)(xxix) and 21.13(b)(xxxiv) (Restrictions on Financial Indebtedness);”. (b) Amend the definition of Senior Debt in Clause 22.1 (Financial definitions) to delete limb (d) of such definition and replace it with the following: (d) any Financial Indebtedness referred to in Clause 21.13(b)(xi) or 21.13(b)(xxxii) (Restrictions on Financial Indebtedness), for a period of six months following the date of completion of an acquisition referred to in Clause 21.13(b)(xi) or 21.13(b)(xxxii) (Restrictions on Financial Indebtedness) only;”. 18. Borrower Group: Amend the definition of Borrower Group in Clause 1.1 (Definitions) to insert “and any Subsidiary of such Affiliate Subsidiary that is designated as a member of the Borrower Group by Sunrise HoldCo III or a Permitted Affiliate Parent [(provided that such designation shall only remain in effect whilst the relevant Affiliate Subsidiary has not been the subject of an Affiliate Subsidiary Release)]4” after the reference to “Affiliate Subsidiary” in paragraph (c) of the definition of Borrower Group. 19. Intra-Group Services: Amend the definition of Intra-Group Services in Clause 1.1 (Definitions): (a) insert “, including stock and other incentive plans” into limb (c)(ii) after “other benefits”; (b) delete limb (c)(iv) and replace with the following: “(iv) the provision of treasury, audit, accounting, banking, strategy, IT, branding, marketing, network, technology, research and development, installation and customer service, telephony, office, administrative, compliance, payroll or other similar services; and”; (c) delete “, in the ordinary course of business and on terms not materially less favourable to the relevant member of the Borrower Group than arms’ length terms,” in limb (d). 4 R&G note – language to be included once Affiliate Subsidiary Release concept is included from previous set of UPC/Sunrise creepers. 52 150628109_9 20. Holding Company Expenses: Amend limb (e) of the definition of Holding Company Expenses in Clause 1.1 (Definitions) to include “and/or a Permitted Tax Reorganisation” after “Post-Closing Reorganisation”. 21. Business: Amend the definition of “Business” in Clause 1.1 (Definitions) as follows: (a) insert a new limb (c) as follows and re-letter the existing limbs (c) and (d) accordingly: “(c) other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which any Parent or any member of the Borrower Group are engaged from time to time, including, without limitation, all forms of television, telephony (including, for the avoidance of doubt, mobile telephony) and internet services and any services relating to carriers, networks, broadcast or communications services, or Content;” and (b) amend the existing limb (c) by inserting “, (c)” immediately after “(b)”. 22. Resignation of Obligors: Amend the definition of Borrower in Clause 1.1 (Definitions) to insert “or Clause [●] (Resignation of an Obligor (other than Sunrise HoldCo III))” immediately after “Clause 30.2 (Transfers by Obligors)”5. 23. Default: Amend the definition of Default in Clause 1.1 (Definitions) to insert “provided that any such event or circumstance which requires the satisfaction of a condition as to materiality before it becomes an Event of Default shall not be a Default unless that condition is satisfied” after “be an Event of Default”. 24. Acceleration: Amend Clause 23.18 (Acceleration) and Clause 23.19 (Maintenance Covenant Revolving Facility Acceleration) to insert a new paragraph as follows (and to make the consequential changes required to the numbering of the existing paragraphs in Clause 23.18 (Acceleration) and Clause 23.19 (Maintenance Covenant Revolving Facility Acceleration)): “(b) Any notice of Default or Event of Default, notice of acceleration or instruction to the Facility Agent to provide a notice of Default or Event of Default or notice of acceleration, or to take any other action with respect to an alleged Default or Event of Default, may not be given with respect to any Default or Event of Default notified to the Facility Agent, reported publicly or which the Facility Agent otherwise became aware of, in each case, more than two years prior to such notice or instruction.”. 25. Permitted Transaction: (a) Amend the definition of Permitted Transaction in Clause 1.1 (Definitions) to insert a new paragraph as follows: “any acquisition or purchase of a spectrum license;”. 5 R&G note – insertion of reference to new “Resignation of an Obligor (other than Sunrise HoldCo III)” clause to occur once “Resignation of Obligors” creeper contained in the Eighth Amendments, Waivers, Consents and Other Modifications schedule has been included.


 
53 150628109_9 (b) Amend the definition of Permitted Transaction in Clause 1.1 (Definitions) to insert new paragraphs as follows: “any step, circumstance or transaction which is mandatorily required by law (including arising under an order of attachment or injunction or similar legal process);”; and “any intermediate steps or actions necessary to implement steps, circumstances, payments or transactions permitted or not prohibited by this Agreement;”. (c) Amend the definition of Permitted Transaction in Clause 1.1 (Definitions) to insert a new paragraph (i) as follows: “so long as no [Default or Event of Default of the type specified in Clause 21.2 (Non- payment)]/[Relevant Event]6 has occurred and is continuing, Investments in any person to the extent that, after giving pro forma effect to any such Investment, the ratio of Senior Net Debt to Annualised EBITDA would not exceed 4.50 to 1.00;” (d) Insert a new definition in Clause 1.1 (Definitions) as follows: ““Investment” means, with respect to any person, all investments by such person in other persons (including Affiliates) in the form of any direct or indirect advance, loan (other than advances or extensions of credit to customers in the ordinary course of business) or other extensions of credit (including by way of guarantee or similar arrangement, but excluding any debt or extension of credit represented by a bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Financial Indebtedness or other similar instruments issued by, such person and all other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.” 26. Cash Equivalent Investment: Amend paragraph (a) of the definition of Cash Equivalent Investment in Clause 1.1 (Definitions) to insert “, the government of Switzerland” immediately after “the relevant member state of the European Union”. 27. Reference Banks: Delete the definition of Reference Banks in Clause 1.1 (Definitions) and replace it with the following: ““Reference Banks” means, subject to Clause 30.9 (Reference Banks), the principal London offices of such banks as may be approved by the Facility Agent with the consent of Sunrise HoldCo III and such banks.” 28. Representations: Amend Clause 20.20(a) (Times for making representations and warranties) by deleting “on the date of each Request and”. 29. Financial information: (a) Delete the following “(provided however, that to the extent any reports are filed on the SEC’s website or Sunrise HoldCo III’s website, such reports shall be deemed supplied to the Facility Agent in sufficient copies for all Lenders)” from Clause 21.2(a) 6 To refer to Relevant Event once the amendment detailed at paragraph 3 of this Schedule 12 has been implemented 54 150628109_9 (Financial information) and replace it with “(provided however, that (x) to the extent any reports are filed on the SEC’s website or Sunrise HoldCo III’s website, such reports shall be deemed supplied to the Facility Agent in sufficient copies for all Lenders and (y) the information required to be included in a certificate signed by a director of Sunrise HoldCo III pursuant to Clause 21.2(a)(iii)(B) shall only be required to be included in a certificate which is supplied to the Facility Agent for the benefit of the Lenders under Maintenance Covenant Revolving Facilities and, as such, such information shall not be required to be supplied to the Facility Agent in sufficient copies for, or for distribution to, all Lenders, and as such a separate certificate which does not include such information may be provided to the Facility Agent for the benefit of the other Lenders)”. (b) Delete Clauses 21.2(a)(iv) and 21.2(a)(v). 30. Priority: Delete Clause 21.20 (Priority). 31. Share security: (a) Amend Clause 21.21(b) (Share security) to insert “within 60 days of the date that such shares are issued” immediately after “pursuant to the terms of a Security Document”. (b) Amend Clause 21.21(c) (Share security) to insert “provided that the Facility Agent (acting in its sole discretion) may elect to waive the requirements of this Clause 21.21(c) (Share security) if Sunrise HoldCo III gives an undertaking in a form reasonably satisfactory to it that such requirements will be satisfied within 60 days of the date that such shares are issued” immediately after “may reasonably require”. (c) Amend Clause 21.21(f) (Share security) to delete “upon issue” and insert “within 60 days of the date that such shares are issued” immediately after “in favour of the Beneficiaries”. 32. Breach of other obligations: (a) Delete Clause 23.3(a) (Breach of other obligations) (and make any necessary renumbering changes accordingly). (b) Amend Clause 23.3(b) (Breach of other obligations) by deleting “in paragraph (a) above or” immediately after “(other than those referred to”. 33. Expenses: (a) Amend Clause 26.1 (Transaction Expenses) to include “which are properly documented and are” immediately after “(including legal fees, subject to any agreed caps)”. (b) Amend Clause 26.2 (Amendment Costs) to include “which are properly documented and are” immediately after “(including legal fees, subject to any agreed caps)”. (c) Amend Clause 26.3 (Enforcement Costs) to include “which are properly documented and are” immediately after “(including legal fees)”. 55 150628109_9 34. Counterparts: Amend Clause 36 (Counterparts) to replace the first reference to “This Agreement” with “A Finance Document (other than a Security Document governed by the laws of a jurisdiction which requires such Security Document to be signed on a single copy in order for such Security Document to grant a valid and enforceable Security Interest)” and replace the second reference to “this Agreement” with “such Finance Document”. 35. Ultimate Parent: Amend the definition of Ultimate Parent in Clause 1.1 (Definitions) by adding a new paragraph (b) as follows and renumbering the existing paragraphs accordingly: (b) upon consummation of any transaction whereby Liberty Global PLC has a Parent, “Ultimate Parent” will mean the top tier Parent above Liberty Global PLC and its successors;”. 36. Notices: Amend Clause 37 (Notices) to replace each reference to “this Agreement” with “a Finance Document unless specified to the contrary in such Finance Document”. 37. Breach of Intercreditor Agreement: (a) [Reserved] (b) Delete Clause 21.14(c) (Breach of Intercreditor Agreement). 38. Additional Obligor Conditions Precedent: (a) [Reserved] (b) Delete paragraph 3(a) of Part 2 (To be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents) and make any necessary renumbering changes accordingly. (c) Delete paragraph 3(b) of Part 2 (To be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents) once the amendment detailed at paragraph 1(a) of this Schedule 13 has been implemented and make any necessary renumbering changes accordingly. (d) Amend paragraph 3(c) of Part 2 (To be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents) to delete “, together with a Pledge of Subordinated Shareholder Loans executed by the Additional Guarantor in respect of such Financial Indebtedness and the other documents referred to in Clause 21.22(a) (Shareholder Loans)” and replace it with “and, to the extent that Sunrise HoldCo III elects that such Financial Indebtedness should constitute Subordinated Shareholder Loans, a pledge over the instrument pursuant to which such proposed Subordinated Shareholder Loans have or has been advanced”. (e) Delete paragraph 3(d) of Part 2 (To be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents) once the amendment detailed at paragraph 43 of this Schedule 12 has been implemented and make any necessary renumbering changes accordingly. 56 150628109_9 (f) Delete paragraph 4 of Part 2 (To be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents) and make any necessary renumbering changes accordingly. (g) Delete paragraph 7(b) of Part 2 (To be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents) and make any necessary consequential and renumbering changes accordingly. 39. Form of Request and Cancellation Notice: (a) Amend Part 1 (Form of Request (Advances)) and Part 2 (Form of Cancellation and/or Prepayment Notice) of Schedule 3 (Form of Request and Cancellation Notice) to include reference to “Revolving Facility” wherever there is a reference to “Additional Facility”. (b) Amend Part 1 (Form of Request (Advances)) and Part 3 (Form of Request (Documentary Credits)) of Schedule 3 (Form of Request and Cancellation Notice) to delete reference to “We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Request” and replace it with “We confirm that each condition specified in Clause 4.2 (Further conditions precedent) that is required to be satisfied on the date of this Request is satisfied or (where required to be satisfied on the proposed Utilisation Date) is or will be satisfied on such Utilisation Date”. (c) Amend Part 3 (Form of Request (Documentary Credits)) of Schedule 3 (Form of Request and Cancellation Notice) to insert “Documentary Credit” immediately prior to each reference to “Beneficiary”. 40. Personal liability: Amend Clause 1.2(j) (Construction) to delete the wording immediately after “that member of the Wider Group in a” and replace it with “Finance Document, certificate or other document required to be delivered under any Finance Document.” 41. Change of Control: Amend the definition of Controlling Company in Clause 10.4 (Change of Control) to delete “and” at the end of paragraph (A) and to delete Clause 10.4(b) (Change of Control) (and make any necessary consequential amendments) and instead include such language as new paragraphs below paragraph (B) as follows: “(C) after a Post-Closing Reorganisation, New Intermediate Holdco and its successors; or (D) after a Spin-Off in which LGEF and its successors (or if a Permitted Affiliate Group Designation Date has occurred, the Common Holding Company and its successors) is no longer a Parent of UPC Broadband Holdco (or if a Permitted Affiliate Group Designation Date has occurred, a common Parent of UPC Broadband Holdco and any Permitted Affiliate Parent), a Parent of UPC Broadband Holdco (or if a Permitted Affiliate Group Designation Date has occurred, a common Parent of UPC Broadband Holdco and any Permitted Affiliate Parent) designated by UPC Broadband and any successors of such Parent;”


 
57 150628109_9 42. Enforcement of and undertakings in relation to certain agreements: Delete Clause 21.3A (Enforcement of and undertakings in relation to certain agreements) and Clause 21.3(c) (Information – Miscellaneous). 43. Shareholder Loans: Delete Clause 21.22 (Shareholder Loans) and make any other necessary consequential amendments. 44. Further security over receivables: Delete Clause 21.23 (Further security over receivables) and make any other necessary consequential amendments. 45. Sunrise Financing: Delete Clause 21.26(a) (Sunrise Financing) and replace it with the following: “(a) Each Borrower will ensure that the proceeds of any loan made to Sunrise Financing by Sunrise HoldCo III or Sunrise FinCo II and the proceeds of any drawing made by Sunrise Financing shall be (i) used to prepay or repay any third party Financial Indebtedness to the extent not prohibited under this Agreement or (ii) invested by way of intercompany loan or equity subscription in one or more other members of the Borrower Group within five Business Days of receipt of such proceeds or, as the case may be, the relevant Utilisation Date.” 46. Cross default: Delete Clause 23.5(e) (Cross default). 47. Insolvency: Delete Clause 23.6(c) (Insolvency) and make any necessary renumbering changes accordingly. 48. Additional Obligors: (a) Amend Clause 30.8(b) (Additional Obligors) and 30.8(d) (Additional Obligors) to delete “or (ii)”. (b) Amend Clause 30.8(c)(i) to insert “under that Facility” immediately after “Majority Lenders”. (c) Delete Clause 30.8(c)(iv). 49. Amendments and Waivers: Insert a new Clause 29.1(c) (Required consents) as follows “In respect of any request for a consent, waiver, amendment or other vote under the Finance Documents, a Lender may not vote part (but may vote all) of its Commitments in favour or against such request and a Lender may not abstain from voting part (but may abstain from voting all) of its Commitments in respect of such request, other than, in each case, with the prior written consent of Sunrise HoldCo III (in its sole discretion) and, in the event that any Lender purports to vote (or abstain from voting) its Commitments in breach of this paragraph (c) in respect of any request made by a member of the Borrower Group, such Lender shall be deemed to have voted all of its Commitments in favour of such request.” 50. Agreed Security Principles: Delete paragraph 3(a)(ii)(C) of Schedule 11 (Agreed Security Principles). 51. Cure provisions: 58 150628109_9 (a) Delete Clause 22.4(a) (Cure provisions) and replace with the following: “(a) Sunrise HoldCo III may cure a breach of the financial ratio set out in Clause 22.2 (Financial Ratio) by procuring that: (i) additional equity is injected into, and/or additional Subordinated Shareholder Loans are provided to, one or more members of the Borrower Group in an aggregate amount equal to or greater than the amount which if it had been deducted from Senior Net Debt for the Ratio Period in respect of which the breach arose, would have avoided the breach; (ii) additional equity is injected, and/or additional Subordinated Shareholder Loans are provided to, one or more members of the Borrower Group in an aggregate amount equal to or greater than the amount which if it had been added to EBITDA for the Ratio Period in respect of which the breach arose, would have avoided the breach; (iii) any Revolving Facility Outstandings, Outstandings under any Additional Revolving Facility and/or net indebtedness under any Ancillary Facility are prepaid (from any source selected by Sunrise HoldCo III in its sole discretion) in an amount which if such prepayment had occurred immediately prior to the calculation on the last day of the Ratio Period in respect of which the breach arose, the Financial Ratio Test Condition as at the last day of that Ratio Period would have not been met and therefore the financial ratio would not have been required to be tested; (iv) non-cash assets are contributed to one or more members of the Borrower Group in an aggregate amount (determined by reference to such non-cash assets’ fair market value (as determined by Sunrise HoldCo III in good faith)) equal to or greater than the amount which if it had been deducted from Senior Net Debt for the Ratio Period in respect of which the breach arose, would have avoided the breach; or (v) non-cash assets are contributed to one or more members of the Borrower Group in an aggregate amount (determined by reference to such non-cash assets’ EBITDA (as determined by Sunrise HoldCo III in good faith)) equal to or greater than the amount which if it had been added to EBITDA for the Ratio Period in respect of which the breach arose, would have avoided the breach.” (b) Delete Clause 22.4(b) (Cure provisions) and replace with the following: “(b) A cure under this Clause 22.4 will not be effective unless: (i) in the case of paragraphs (a)(i), (a)(ii), (a)(iv) and (a)(v) an amount equal to or greater than the required amount of additional equity, the proceeds of any Subordinated Shareholder Loans, the EBITDA of the non-cash 59 150628109_9 assets or the amount of non-cash assets (as applicable) are received by one or more members of the Borrower Group; or (ii) in the case of paragraph (a)(iii) above, any Revolving Facility Outstandings, Outstandings under any Additional Revolving Facility and/or net indebtedness under any Ancillary Facility that are required to be prepaid are so repaid, in each case, within 30 Business Days of delivery of the financial statements delivered under Clause 21.2 (Financial information) which show that Clause 22.2 (Financial Ratio) has been breached (“Cure Period”).” (c) Delete Clause 22.4(d) (Cure provisions) and replace with the following: “(d) Sunrise HoldCo III shall make an election (at its sole discretion) by notice to the Facility Agent prior to the end of the Cure Period as to whether a breach of the financial ratio set out in Clause 22.2 (Financial Ratio) shall be cured pursuant to a recalculation as described in either sub-paragraph (a)(i), (a)(ii), (a)(iii), (a)(iv) or (a)(v) above.” (d) Delete Clause 22.4(e) (Cure provisions) and replace with the following: “(e) If Sunrise HoldCo III makes an election for a recalculation as described in sub- paragraphs (a)(i), (a)(ii), (a)(iv) and (a)(v) above, it shall be under no obligation to apply the amount of additional equity, the proceeds of any Subordinated Shareholder Loans or the amount of non-cash assets that are received by one or more members of the Borrower Group in prepayment of the Facilities or for any other specific purpose and such amount will be deemed to be deducted from Senior Net Debt or added to EBITDA for the purposes of Clause 22.2 (Financial Ratio) (as applicable) as at the last day of the relevant Ratio Period.” (e) Delete Clause 22.4(h) (Cure provisions) and replace with the following: “(h) Where a cure is exercised under this Clause 22.4 in respect of a breach of Clause 22.2 (Financial Ratio) for any financial quarter and Sunrise HoldCo III makes an election for a recalculation as described in sub-paragraph (a)(ii) or (a)(v) above, the amount of additional equity, the proceeds of any Subordinated Shareholder Loans or the EBITDA of the non-cash assets (as applicable) that are received by one or more members of the Borrower Group shall also be added in calculating EBITDA for any future Ratio Period that includes such financial quarter. Any Adjustments pursuant to this paragraph will not be treated as a separate cure.” 52. Capital Stock: Move the definition of Capital Stock from Clause 10.4 (Change of Control) to its correct alphabetic position in Clause 1.1 (Definitions) and make any necessary consequential changes. 53. Contractual recognition of bail-in: (a) [Reserved] 60 150628109_9 (b) [Reserved] (c) Amend limb (b) of the definition of Write-down and Conversion Powers in Clause 1.1 (Definitions) to insert “other than the UK Bail-In Legislation” immediately after “any other applicable Bail-In Legislation”. (d) Delete limb (c) of the definition of Write-down and Conversion Powers in Clause 1.1 (Definitions) and replace it with: “(c) in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers.”


 
61 150628109_9 SCHEDULE 13 TENTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 13 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement. In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement. 1. Determinations – Option A: Delete clause 22.5 (Determinations) in its entirety and replace it as follows: (a) Financial Indebtedness of the Borrower Group originally denominated in any currency other than CHF that has been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into CHF, will be taken into account at its CHF equivalent using the effective exchange rate in the relevant foreign exchange hedging transactions. (b) Unless stated to the contrary in this Agreement, all the terms used above are to be calculated in accordance with the Relevant Accounting Principles. (c) Notwithstanding paragraphs (a) and (b) above, Hedged Debt (as defined below) will be taken into account at its CHF equivalent calculated using the same weighted average exchange rates for the relevant Ratio Period used in the profit and loss statements of the relevant accounts of the Borrower Group for calculating the CHF equivalent of EBITDA denominated in the same currency as the currency in which that Hedged Debt is denominated or into which it has been swapped, as described below. “Hedged Debt” means: (i) Financial Indebtedness of the Borrower Group originally denominated in any currency other than CHF in which any member of the Borrower Group earns EBITDA (a “functional currency”) and that has not been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into CHF; and (ii) Financial Indebtedness of the Borrower Group that has been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into a functional currency. (d) If there is a dispute as to any interpretation of or computation for Clause 22.1 (Financial definitions), the interpretation or computation of the auditors of Sunrise HoldCo III shall prevail. 62 150628109_9 2. Determinations – Option B: Delete clause 22.5 (Determinations) in its entirety and replace it as follows: (a) Financial Indebtedness of the Borrower Group originally denominated in any currency other than CHF that has been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into CHF, will be taken into account at its CHF equivalent using the effective exchange rate in the relevant foreign exchange hedging transactions. (b) Financial Indebtedness of the Borrower Group originally denominated in any currency other than CHF that has not been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into CHF, will be taken into account at its CHF equivalent using: (i) if the Borrower Group has generated EBITDA in the relevant Ratio Period denominated in that currency, the same weighted average exchange rates for the relevant Ratio Period used in the profit and loss statements of the relevant accounts of the Borrower Group for calculating the CHF equivalent of EBITDA denominated in that currency; or (ii) if the Borrower Group has not generated EBITDA in the relevant Ratio Period denominated in that currency, the weighted average exchange rates for the relevant Ratio Period determined by Sunrise HoldCo III acting reasonably, provided that if a calculation is being made in connection with the incurrence of that Financial Indebtedness, at the election of Sunrise HoldCo III in its sole discretion, it may be taken into account at its CHF equivalent using the Agent’s Spot Rate of Exchange at the time of that calculation. (c) Unless stated to the contrary in this Agreement, all the terms used above are to be calculated in accordance with the Relevant Accounting Principles. (d) If there is a dispute as to any interpretation of or computation for Clause 22.1 (Financial definitions), the interpretation or computation of the auditors of Sunrise HoldCo III shall prevail. 3. Determinations – Option C: Delete clause 22.5 (Determinations) in its entirety and replace it as follows: (a) Financial Indebtedness and EBITDA of the Borrower Group originally denominated in any currency other than CHF may, at the election and determination of Sunrise HoldCo III in its sole discretion, be taken into account at its CHF equivalent using: (i) the weighted average exchange rates for the relevant period determined by Sunrise HoldCo III acting reasonably; 63 150628109_9 (ii) exchange rates otherwise consistent with the exchange rate methodology applied in the financial statements required to be delivered under Clause 21.2(a)(i) or (ii) (Financial information); (iii) in connection with Financial Indebtedness of the Borrower Group only, the effective exchange rates in respect of any related foreign exchange hedging transactions; or (iv) the spot rate on the relevant date (such rate as elected and determined by Sunrise HoldCo III acting reasonably). (b) Unless stated to the contrary in this Agreement, all the terms used above are to be calculated in accordance with the Relevant Accounting Principles. (c) If there is a dispute as to any interpretation of or computation for Clause 22.1 (Financial definitions), the interpretation or computation of the auditors of Sunrise HoldCo III shall prevail. 4. General CHF amendments: Amend all references to “Euro”, “Euros” or “€” to refer to “CHF” in all provisions of the Credit Agreement and/or the Intercreditor Agreement related to baskets, thresholds, ratios, permissions, financial covenant calculations and covenants (including, without limitation, in the definition of Cash and clause 1.5 (Exchange Rates) provided that, for the avoidance of doubt, there shall be no change to any number referenced in the Credit Agreement and the Intercreditor Agreement based on a foreign exchange differential. 5. Deferred consideration for receivables financings: Add a new paragraph in Clause 21.15 (Loans and guarantees) as follows: “any loan made or credit given to any person that acquires receivables directly or indirectly from any member of the Borrower Group in connection with any asset securitisation programme or receivables factoring transaction.” (Project Zenith – signature page to AAB Finco Accession Agreement) SIGNATORIES Facility Agent and Security Agent EXECUTED as a DEED for and on behalf of THE BANK OF NOVA SCOTIA as Facility Agent …………………………………………. By: Title: …………………………………………. By: Title: EXECUTED as a DEED for and on behalf of THE BANK OF NOVA SCOTIA as Security Agent …………………………………………. By: Title: …………………………………………. By: Title: Rory McCarthy Director Ralph Booth Managing Director Rory McCarthy Director Ralph Booth Managing Director


 
(Project Zenith – signature page to AAB Finco Accession Agreement) The Borrower EXECUTED as a DEED for and on behalf of SUNRISE FINANCING PARTNERSHIP (formerly known as UPC Financing Partnership) ______________________ Name: Marcel Huber Title: Attorney In Fact ______________________ Name: Cesar Severino Title: Attorney In Fact Docusign Envelope ID: 24988BA8-351C-41F1-8BCC-BBFDB807FB47 (Project Zenith – signature page to AAB Finco Accession Agreement) Additional Facility AAB Lender EXECUTED as a DEED for and on behalf of SUNRISE FINCO I B.V. Acting by: Sunrise FinCo II B.V. ______________________ Name: Marcel Huber Title: Director ______________________ Name: Cesar Severino Title: Director Docusign Envelope ID: 24988BA8-351C-41F1-8BCC-BBFDB807FB47 (Project Zenith – signature page to AAB Finco Accession Agreement) The Company EXECUTED as a DEED for and on behalf of SUNRISE HOLDCO III B.V. Acting by: Sunrise FinCo II B.V. ______________________ Name: Marcel Huber Title: Director ______________________ Name: Cesar Severino Title: Director Docusign Envelope ID: 24988BA8-351C-41F1-8BCC-BBFDB807FB47


 
Execution Version 154559541_4 PROJECT OMEGA AMENDED AND RESTATED US$ 1,300,000,000 ADDITIONAL FACILITY AAA ACCESSION AGREEMENT To: The Bank of Nova Scotia as Facility Agent and Security Agent From: The persons listed in Schedule 1 to this Additional Facility AAA Accession Agreement (the “Additional Facility AAA Lenders”, such defined term to include any lender which becomes a New Lender in respect of Facility AAA, by the execution by the Facility Agent of a Transfer Agreement substantially in the form set out in Schedule 3A (Transfer Agreement) to this Additional Facility AAA Accession Agreement). Date: Originally dated 31 January 2025, as amended and restated by the 2025 Supplemental Deed on the 2025 Amendment and Restatement Date (each as defined below). Sunrise HoldCo III B.V. – Credit Agreement dated 16 January 2004 as amended from time to time (the “Credit Agreement”) 1. In this Additional Facility AAA Accession Agreement: “2025 Amendment and Restatement Date” means the Effective Date in the 2025 Supplemental Deed. “2025 Supplemental Deed” means the supplemental deed dated June 2025 entered into between Sunrise HoldCo III B.V. and the Facility Agent pursuant to which this Additional Facility AAA Accession Agreement is amended and restated. “Existing Interest Period” means the Interest Period which is current in respect of the outstanding Facility AX Advance as at the first Utilisation Date in respect of the Facility AAA Advance. “Facility AAA” means the US$ 1,300,000,000 term loan facility made available under this Additional Facility AAA Accession Agreement. “Facility AAA Advance” means each U.S. Dollar denominated advance made to Sunrise Financing by the Additional Facility AAA Lenders under Facility AAA. “Facility AAA Commitment” means, in relation to an Additional Facility AAA Lender, the amount in U.S. Dollars set opposite its name under the heading “Facility AAA Commitment” in Schedule 1 (Additional Facility AAA Lenders and Commitments) of this Additional Facility AAA Accession Agreement and any such Facility AAA Commitment transferred to it or assumed by it under the Credit Agreement, in each case, to the extent not cancelled, reduced or transferred by it under this Additional Facility AAA Accession Agreement or the Credit Agreement. “Facility AX Advance” means the Advance made to Sunrise Financing by the lenders under Facility AX (each as defined in the Additional Facility AX Accession Agreement dated 20 April 2021). 30 Exhibit 4.6


 
2 154559541_4 “Fee Letter” means the fee letter dated 27 January 2025 between Sunrise Financing, Sunrise HoldCo III B.V. and certain Mandated Lead Arrangers and Underwriters (each as defined therein). “Liberty Global Reference Agreement” means any or all of: (i) the credit agreement dated 5 March 2015 between, among others, Ziggo Secured Finance B.V. as SPV borrower and The Bank of Nova Scotia as facility agent; (ii) the credit agreement dated 24 May 2019 between, among others, DLG Acquisitions Limited as parent and National Westminster Bank plc as facility agent; (iii) the credit agreement dated 7 June 2013 between, among others, Virgin Media Investment Holdings Limited as company and The Bank of Nova Scotia as facility agent; (iv) the credit agreement dated 1 August 2007 between, among others, Telenet NV as borrower and The Bank of Nova Scotia as facility agent; (v) the credit agreement dated 17 June 2021 between, among others, Virgin Media Ireland Limited as borrower and The Bank of Nova Scotia as facility agent; (vi) the indenture dated 18 October 2017 in respect of the $550,000,000 5.500% senior notes due 2028 issued by Sunrise HoldCo IV B.V. (formerly UPC Holding B.V.); (vii) the indenture dated 13 December 2017 in respect of the $1,000,000,000 5.500% senior secured notes due 2028 and €600,000,000 3.500% senior secured notes due 2028 issued by Telenet Finance Luxembourg Notes S.à r.l.; (viii) the indenture dated 28 October 2019 in respect of $700,000,000 aggregate principal amount of 4.875% senior secured notes due 2030 and €502,500,000 aggregate principal amount of 2.875% senior secured notes due 2030 issued by Ziggo B.V.; (ix) the facilities agreement dated 18 December 2020 between, among others, VZ Financing I B.V. as borrower, VZ Vendor Financing II B.V. as lender and The Bank of New York Mellon, London Branch acting as administrator, in respect of the advance of certain proceeds of the €700,000,000 aggregate principal amount of 2.875% vendor financing notes due 2029 issued by VZ Vendor Financing II B.V.; (x) the indenture dated 8 November 2024 in respect of $575,000,000 aggregate principal amount of 6.125% senior notes due 2032 issued by Ziggo Bond Company B.V.;


 
3 154559541_4 (xi) the indenture dated 22 June 2020 in respect of €500,000,000 aggregate principal amount of 3.750% senior notes due 2030 issued by Virgin Media Finance plc; (xii) the facilities agreement dated 24 June 2020 in respect of the advance of certain proceeds of the $500,000,000 aggregate principal amount of 5.000% vendor financing notes due 2028 issued by Virgin Media Vendor Financing Notes IV Designated Activity Company; (xiii) the indenture dated 29 June 2020 in respect of £450,000,000 aggregate principal amount of 4.125% senior secured notes due 2030 and $650,000,000 aggregate principal amount of 4.500% senior secured notes due 2030 issued by Virgin Media Secured Finance plc; (xiv) the indenture dated 24 September 2020 in respect of £600,000,000 aggregate principal amount of 4.000% senior secured notes due 2029, €950,000,000 aggregate principal amount of 3.250% senior secured notes due 2031 and $1,350,000,000 aggregate principal amount of 4.250% senior secured notes due 2031 issued by VMED O2 UK Financing plc; (xv) the indenture dated 20 January 2022 in respect of $1,525,000,000 aggregate principal amount of 5.000% sustainability-linked senior secured notes due 2032 and €750,000,000 aggregate principal amount of 3.500% sustainability-linked senior secured notes due 2032 issued by VZ Secured Financing B.V.; (xvi) the indenture dated 3 April 2024 in respect of €600,000,000 aggregate principal amount of 5.625% senior secured notes due 2032 issued by VMED O2 UK Financing I plc; and (xvii) the indenture dated 3 April 2024 in respect of $750,000,000 aggregate principal amount of 7.750% senior secured notes due 2032 issued by VMED O2 UK Financing I plc, (in each case as amended from time to time up to the date of this Additional Facility AAA Accession Agreement). “Majority Additional Facility AAA Lenders” means Additional Facility AAA Lenders, the aggregate of whose Facility AAA Commitments exceeds 50 per cent. of the Total Additional Facility AAA Commitments. “Original Margin” means in relation to Facility AAA, 2.50 per cent. per annum. “Sunrise Financing” means Sunrise Financing Partnership. “Sunrise HoldCo III” means Sunrise HoldCo III B.V. “Total Additional Facility AAA Commitments” means, at any time, the aggregate of the Facility AAA Commitments.


 
4 154559541_4 “Transformative Transaction” means any acquisition, investment, disposal or other transaction which is either not permitted by the Credit Agreement or, if permitted, is such that the Credit Agreement would not provide the Borrower Group with adequate flexibility for the continuation of its combined operations (as determined by Sunrise HoldCo III acting in good faith). 2. Unless otherwise defined in this Additional Facility AAA Accession Agreement, terms defined in the Credit Agreement shall have the same meaning in this Additional Facility AAA Accession Agreement and a reference to a Clause is a reference to a Clause of the Credit Agreement. The principles of construction set out in Clause 1.2 (Construction) of the Credit Agreement apply to this Additional Facility AAA Accession Agreement as though they were set out in full in this Additional Facility AAA Accession Agreement. A reference in this Additional Facility AAA Accession Agreement to “the date of this Additional Facility AAA Accession Agreement” is a reference to 31 January 2025. 3. We refer to Clause 2.4 (Additional Facilities) of the Credit Agreement. This Additional Facility AAA Accession Agreement is an Additional Facility Accession Agreement for the purposes of the Credit Agreement. 4. This Additional Facility AAA Accession Agreement will take effect on the date on which the Facility Agent notifies Sunrise Financing, Sunrise HoldCo III and the Additional Facility AAA Lenders that it has received the documents and evidence set out in Schedule 2 (Conditions Precedent Documents to the Effective Date) to this Additional Facility AAA Accession Agreement, in each case, in form and substance satisfactory to it (acting reasonably) or, as the case may be, the requirement to provide any such documents or evidence has been waived by the Facility Agent on behalf of the Majority Additional Facility AAA Lenders (the “Effective Date”), such date being 31 January 2025. The Facility Agent must give this notification to Sunrise HoldCo III, Sunrise Financing and the Additional Facility AAA Lenders promptly upon being so satisfied. 5. We, the Additional Facility AAA Lenders, agree: (a) to become party to and to be bound by the terms of the Credit Agreement as Lenders in accordance with Clause 2.4 (Additional Facilities) of the Credit Agreement; and (b) to become party to the Intercreditor Agreement as Senior Lenders and to observe, perform and be bound by the terms and provisions of the Intercreditor Agreement in the capacity of Senior Lender, as if we had been an original party to the Intercreditor Agreement. 6. The Additional Facility Commitment in relation to an Additional Facility AAA Lender (for the purpose of the definition of Additional Facility Commitment in Clause 1.1 (Definitions) of the Credit Agreement) is its Facility AAA Commitment. 7. Any interest due in relation to Facility AAA will be payable on the last day of each Interest Period and otherwise in accordance with Clause 12 (Interest) of the Credit Agreement.


 
5 154559541_4 8. The Additional Facility Availability Period for Facility AAA shall be the period from and including the Effective Date to and including the date that is 45 Business Days thereafter (or any other date agreed between the Additional Facility AAA Lenders and Sunrise Financing). At the end of the Additional Facility Availability Period for Facility AAA, the Available Commitments in respect of Facility AAA shall automatically be cancelled and the Available Commitments in respect of Facility AAA for each Additional Facility AAA Lender shall automatically be reduced to zero. 9. Subject to the terms of this Additional Facility AAA Accession Agreement, the Additional Facility AAA Lenders make available to Sunrise Financing a term loan facility in an amount equal to the aggregate of the Total Additional Facility AAA Commitments. Facility AAA may be drawn by up to two Advances (or any other number of Advances agreed between the Additional Facility AAA Lenders and Sunrise Financing) and no more than two Requests (or any other number of Requests agreed between the Additional Facility AAA Lenders and Sunrise Financing) may be made in respect of Facility AAA under the Credit Agreement. 10. The first Interest Period to apply to each Facility AAA Advance will be a period running from the first Utilisation Date in respect of that Facility AAA Advance up to (and including), at the election of the Borrower: (a) any date selected by the Borrower which is within six months of the first Utilisation Date; (b) the last Business Day of the Existing Interest Period; or (c) provided that the Existing Interest Period has less than one month until expiry (as at the first Utilisation Date), the date falling six months after the last Business Day of the Existing Interest Period. 11. Each Facility AAA Advance will be used for general corporate purposes and/or working capital purposes, including without limitation, the redemption, refinancing, repayment or prepayment of any existing indebtedness of the Borrower Group and/or the payment of any fees and expenses in connection with Facility AAA and the other transactions related thereto. 12. The Final Maturity Date in respect of Facility AAA will be 15 February 2032 or such other date agreed between the Additional Facility AAA Lenders and Sunrise Financing. 13. Each outstanding Facility AAA Advance will be repaid in full on the Final Maturity Date in respect of Facility AAA. 14. The Margin in relation to Facility AAA is the Original Margin subject to any adjustment made in accordance with paragraph 15 or such other rate agreed between the Additional Facility AAA Lenders and the Sunrise Financing. 15. (a) Sunrise HoldCo III shall, on or prior to 30 September in each financial year, beginning with the financial year ending 31 December 2026 up to and including the financial year ending 31 December 2031:


 
6 154559541_4 (i) procure that the Sustainability Report in relation to the immediately preceding financial year is published on Sunrise’s website; or (ii) deliver the Sustainability Report in relation to the immediately preceding financial year to the Facility Agent. (b) From (and including) the date on which the Sustainability Report for any financial year (commencing with the Sustainability Report for the financial year ending 31 December 2025) has been published on Sunrise’s website or delivered to the Facility Agent, Sunrise HoldCo III shall supply to the Facility Agent, as soon as reasonably practicable (and, in any event, within 15 Business Days) after the Sustainability Report for the relevant financial year is published on Sunrise’s website or delivered to the Facility Agent: (i) an ESG Certificate signed by a director of Sunrise HoldCo III confirming whether the Women in Leadership Roles KPI and the Science Based Target (Scope 1 and 2) KPI, and (from and including the financial year ending 31 December 2026) the Science Based Target (Scope 3) KPI have been achieved for that financial year; and (ii) an Auditor’s Report. (c) The Original Margin shall be adjusted as follows: (i) if no KPI Expiry Event has occurred and Sunrise HoldCo III has failed to deliver or publish (as the case may be) a Sustainability Report and/or the accompanying ESG Certificate and/or (if applicable) Auditor’s Report in accordance with paragraphs (a) and (b) above: (A) in respect of a financial year ending on or prior to 31 December 2025, the Original Margin shall be increased by 0.0300 per cent. per annum; and (B) in respect of a financial year ending on or after 31 December 2026 up to and including the financial year ending 31 December 2030, the Original Margin shall be increased by 0.0500 per cent. per annum, in each case, from (and including) 1 October in that financial year (if Sunrise HoldCo III has failed to deliver or publish a Sustainability Report in accordance with paragraph (a) above) or the date falling 16 Business Days after the date on which the Sustainability Report has been published for that financial year (if the Sustainability Report has been delivered or published but Sunrise HoldCo III has failed to deliver an ESG Certificate and/or (if applicable) Auditor’s Report in accordance with paragraph (b) above) until (but excluding) the date on which Sunrise HoldCo III has delivered or published a Sustainability Report and delivered an ESG Certificate and (if applicable) Auditor’s Report to the Facility Agent; (ii) if a KPI Expiry Event has occurred and Sunrise HoldCo III has failed to deliver or publish (as the case may be) a Sustainability Report and/or the


 
7 154559541_4 accompanying ESG Certificate and/or (if applicable) Auditor’s Report in accordance with paragraphs (a) and (b) above, the Original Margin shall be increased by: (A) in respect of a financial year ending on or before 31 December 2025: (1) if the Remaining KPI (as defined below) is the Women in Leadership Roles KPI, 0.0100 per cent. per annum; (2) if the Remaining KPI is the Science Based Target (Scope 1 and 2) KPI, 0.0200 per cent. per annum; or (B) in respect of a financial year ending on or after 31 December 2026 up to and including the financial year ending 31 December 2030: (1) if the Remaining KPIs are the Women in Leadership Roles KPI and the Science Based Target (Scope 1 and 2) KPI, 0.0300 per cent. per annum; (2) if the Remaining KPIs are the Science Based Target (Scope 1 and 2) KPI and the Science Based Target (Scope 3) KPI, 0.0400 per cent. per annum; or (3) if the Remaining KPIs are the Women in Leadership Roles KPI and the Science Based Target (Scope 3) KPI, 0.0300 per cent. per annum, in each case, from (and including) 1 October in that financial year (if Sunrise HoldCo III has failed to deliver or publish a Sustainability Report in accordance with paragraph (a) above) or the date falling 16 Business Days after the date on which the Sustainability Report has been published for that financial year (if the Sustainability Report has been delivered or published but Sunrise HoldCo III has failed to deliver an ESG Certificate and/or (if applicable) Auditor’s Report in accordance with paragraph (b) above) until (but excluding) the date on which Sunrise HoldCo III has delivered or published a Sustainability Report and delivered an ESG Certificate and (if applicable) Auditor’s Report to the Facility Agent; (iii) if no KPI Expiry Event has occurred and Sunrise HoldCo III has delivered or published (as the case may be) a Sustainability Report and the accompanying ESG Certificate and (if applicable) Auditor’s Report certifying that: (A) in respect of a financial year ending on or before 31 December 2025: (1) both the Women in Leadership Roles KPI and the Science Based Target (Scope 1 and 2) KPI have been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to,


 
8 154559541_4 the Original Margin shall be reduced by 0.0300 per cent. per annum; (2) the Women in Leadership Roles KPI has been achieved but the Science Based Target (Scope 1 and 2) KPI has not been achieved, in each case for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be increased by 0.0100 per cent. per annum; (3) the Science Based Target (Scope 1 and 2) KPI has been achieved but the Women in Leadership Roles KPI has not been achieved, in each case for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be reduced by 0.0100 per cent. per annum; or (4) neither the Women in Leadership Roles KPI nor the Science Based Target (Scope 1 and 2) KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be increased by 0.0300 per cent. per annum; and (B) in respect of a financial year ending on or after 31 December 2026 up to and including the financial year ending 31 December 2030: (1) the Women in Leadership Roles KPI, the Science Based Target (Scope 1 and 2) KPI, and the Science Based Target (Scope 3) KPI have been achieved for the financial year that the Sustainability Report, ESG Certificate, and (if applicable) Auditor’s Report relate to, the Original Margin shall be reduced by 0.0500 per cent. per annum; (2) the Women in Leadership Roles KPI and the Science Based Target (Scope 3) KPI have been achieved, but the Science Based Target (Scope 1 and 2) KPI has not been achieved for the financial year that the Sustainability Report, ESG Certificate, and (if applicable) Auditor’s Report relate to, the Original Margin shall be reduced by 0.0100 per cent. per annum; (3) the Science Based Target (Scope 1 and 2) KPI and the Science Based Target (Scope 3) KPI have been achieved, but the Women in Leadership Roles KPI has not been achieved for the financial year that the Sustainability Report, ESG Certificate, and (if applicable) Auditor’s Report relate to, the Original Margin shall be reduced by 0.0300 per cent. per annum;


 
9 154559541_4 (4) the Women in Leadership Roles KPI and the Science Based Target (Scope 1 and 2) KPI have been achieved, but the Science Based Target (Scope 3) KPI has not been achieved for the financial year that the Sustainability Report, ESG Certificate, and (if applicable) Auditor’s Report relate to, the Original Margin shall be reduced by 0.0100 per cent. per annum, provided that if the Scope 3 Buffer Concession applies, the Original Margin shall be reduced by 0.0300 per cent. per annum (if applicable); (5) the Women in Leadership Roles KPI has been achieved, but neither the Science Based Target (Scope 1 and 2) KPI nor the Science Based Target (Scope 3) KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate, and (if applicable) Auditor’s Report relate to, the Original Margin shall be increased by 0.0300 per cent. per annum, provided that if the Scope 3 Buffer Concession applies, the Original Margin shall be increased by 0.0100 per cent. per annum (if applicable); (6) the Science Based Target (Scope 1 and 2) KPI has been achieved, but neither the Women in Leadership Roles KPI nor the Science Based Target (Scope 3) KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate, and (if applicable) Auditor’s Report relate to, the Original Margin shall be increased by 0.0100 per cent. per annum, provided that if the Scope 3 Buffer Concession applies, the Original Margin shall be reduced by 0.0100 per cent. per annum (if applicable); (7) the Science Based Target (Scope 3) KPI has been achieved, but neither the Women in Leadership Roles KPI nor the Science Based Target (Scope 1 and 2) KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate, and (if applicable) Auditor’s Report relate to, the Original Margin shall be increased by 0.0100 per cent. per annum; or (8) neither the Women in Leadership Roles KPI, the Science Based Target (Scope 1 and 2) KPI, nor the Science Based Target (Scope 3) KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate, and (if applicable) Auditor’s Report relate to, the Original Margin shall be increased by 0.0500 per cent. per annum, provided that if the Scope 3 Buffer Concession applies, the Original Margin shall be increased by 0.0300 per cent. per annum (if applicable), in each case, from (and including) the date of delivery of the ESG Certificate and (if applicable) Auditor’s Report until (but excluding) the


 
10 154559541_4 earlier of: (x) the date on which Sunrise HoldCo III has delivered or published a Sustainability Report for the next financial year in accordance with paragraph (a) above and delivered the accompanying ESG Certificate and/or (if applicable) Auditor’s Report in accordance with paragraph (b) above; and (y) 1 October (if Sunrise HoldCo III has failed to deliver or publish a Sustainability Report in accordance with paragraph (a) above) or the date falling 16 Business Days after the date on which the next Sustainability Report has been delivered or published (if the Sustainability Report has been delivered or published but Sunrise HoldCo III has failed to deliver an ESG Certificate and (if applicable) Auditor’s Report in accordance with paragraph (b) above); or (iv) if a KPI Expiry Event has occurred and Sunrise HoldCo III has delivered or published (as the case may be) a Sustainability Report and the accompanying ESG Certificate and (if applicable) Auditor’s Report certifying that: (A) in respect of a financial year ending on or before 31 December 2025: (1) where the Remaining KPI is the Women in Leadership Roles KPI and such Remaining KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be reduced by 0.0100 per cent. per annum; (2) where the Remaining KPI is the Science Based Target (Scope 1 and 2) KPI and such Remaining KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be reduced by 0.0200 per cent. per annum; (3) where the Remaining KPI is the Women in Leadership Roles KPI and such Remaining KPI has not been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be increased by 0.0100 per cent. per annum; or (4) where the Remaining KPI is the Science Based Target (Scope 1 and 2) KPI and such Remaining KPI has not been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be increased by 0.0200 per cent. per annum; and (B) in respect of a financial year ending on or after 31 December 2026 up to and including the financial year ending 31 December 2030:


 
11 154559541_4 (1) where the Remaining KPIs are the Women in Leadership Roles KPI and the Science Based Target (Scope 1 and 2) KPI and: (a) such Remaining KPIs have been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be reduced by 0.0300 per cent. per annum; (b) the Women in Leadership Roles KPI has been achieved but the Science Based Target (Scope 1 and 2) KPI has not been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be increased by 0.0100 per cent. per annum; (c) the Women in Leadership Roles KPI has not been achieved but the Science Based Target (Scope 1 and 2) KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be reduced by 0.0100 per cent. per annum; or (d) such Remaining KPIs have not been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be increased by 0.0300 per cent. per annum; and (2) where the Remaining KPIs are the Women in Leadership Roles KPI and the Science Based Target (Scope 3) KPI and: (a) such Remaining KPIs have been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be reduced by 0.0300 per cent. per annum; (b) the Women in Leadership Roles KPI has been achieved but the Science Based Target (Scope 3) KPI has not been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be increased by 0.0100 per cent. per annum provided that if the Scope 3 Buffer Concession applies, the Original Margin shall be


 
12 154559541_4 reduced by 0.0100 per cent. per annum (if applicable); (c) the Women in Leadership Roles KPI has not been achieved but the Science Based Target (Scope 3) KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be reduced by 0.0100 per cent. per annum; or (d) such Remaining KPIs have not been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be increased by 0.0300 per cent. per annum provided that if the Scope 3 Buffer Concession applies, the Original Margin shall be increased by 0.0100 per cent. per annum (if applicable); and (3) where the Remaining KPIs are the Science Based Target (Scope 1 and 2) KPI and the Science Based Target (Scope 3) KPI and: (a) such Remaining KPIs have been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be reduced by 0.0400 per cent. per annum; (b) the Science Based Target (Scope 1 and 2) KPI has been achieved but the Science Based Target (Scope 3) KPI has not been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall not be changed provided that if the Scope 3 Buffer Concession applies, the Original Margin shall be reduced by 0.0200 per cent. per annum (if applicable); (c) the Science Based Target (Scope 1 and 2) KPI has not been achieved but the Science Based Target (Scope 3) KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall not be changed; or (d) such Remaining KPIs have not been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report


 
13 154559541_4 relate to, the Original Margin shall be increased by 0.0400 per cent. per annum provided that if the Scope 3 Buffer Concession applies, the Original Margin shall be increased by 0.0200 per cent. per annum (if applicable), in each case, from (and including) the date of delivery of the ESG Certificate and (if applicable) Auditor’s Report until (but excluding) the earlier of: (x) the date on which Sunrise HoldCo III has delivered or published a Sustainability Report for the next financial year in accordance with paragraph (a) above and delivered the accompanying ESG Certificate and/or (if applicable) Auditor’s Report in accordance with paragraph (b) above; and (y) 1 October (if Sunrise HoldCo III has failed to deliver or publish a Sustainability Report in accordance with paragraph (a) above) or the date falling 16 Business Days after the date on which the next Sustainability Report has been delivered or published (if the Sustainability Report has been delivered or published but Sunrise HoldCo III has failed to deliver an ESG Certificate and (if applicable) Auditor’s Report in accordance with paragraph (b) above). (d) Any savings achieved by way of a reduction to the Original Margin pursuant to paragraphs (c)(iii)(A)(1), (c)(iii)(A)(3), (c)(iii)(B)(1), (c)(iii)(B)(2), (c)(iii)(B)(3), (c)(iii)(B)(4), (c)(iii)(B)(6), (c)(iv)(A)(1), (c)(iv)(A)(2), (c)(iv)(B)(1)(a), (c)(iv)(B)(1)(c), (c)(iv)(B)(2)(a), (c)(iv)(B)(2)(b), (c)(iv)(B)(2)(c), (c)(iv)(B)(3)(a) or (c)(iv)(B)(3)(b) above (a “Margin Saving”) shall be reinvested (or committed to be reinvested) in further environmental, social and governance (or equivalent) projects or initiatives (as determined by Sunrise HoldCo III in its sole discretion) of the ESG Group from time to time. (e) Sunrise HoldCo III shall include a statement in each ESG Certificate delivered to the Facility Agent in accordance with paragraph (b) above for any financial year in respect of which a Margin Saving has been achieved confirming that it has reinvested (or has committed to reinvest) in accordance with paragraph (d) above any such Margin Saving. (f) If either Sunrise HoldCo III and/or the Facility Agent (acting on the instructions of the Majority Additional Facility AAA Lenders), determines that the Women in Leadership Roles KPI and/or the Science Based Target (Scope 1 and 2) KPI and/or the Science Based Target (Scope 3) KPI and/or any Replacement KPI (as applicable) is no longer available, cannot be calculated, or is no longer appropriate with respect to the ESG Group (including but not limited to, as a result of material acquisitions, divestments, restructurings or other transactions) (an “Expired KPI”), such party may request, by written notice to the other parties supported with reasonable evidence why such negotiations should be initiated, that each such party shall negotiate in good faith with a view to agreeing: (i) one or more relevant new target key performance indicators (each a “Replacement KPI”) to replace the Women in Leadership Roles KPI and/or the Science Based Target (Scope 1 and 2) KPI and/or the Science


 
14 154559541_4 Based Target (Scope 3) KPI and/or any prior Replacement KPI (as applicable); and/or (ii) appropriate amendments to the Women in Leadership Roles KPI and/or the Science Based Target (Scope 1 and 2) KPI and/or the Science Based Target (Scope 3) KPI and/or any prior Replacement KPI (as applicable); and/or (iii) any amendments to this Additional Facility AAA Accession Agreement that are necessary, consequential or desirable in connection with the foregoing. (g) If Sunrise HoldCo III and the Facility Agent (acting on the instructions of the Majority Additional Facility AAA Lenders) agree on amendments to the Women in Leadership Roles KPI, the Science Based Target (Scope 1 and 2) KPI and/or the Science Based Target (Scope 3) KPI and/or any Replacement KPI (as applicable), to make amendments to include a Replacement KPI and/or any necessary, consequential or desirable amendments, such amendments will take effect for the purposes of this Additional Facility AAA Accession Agreement from the start of the next applicable financial year unless otherwise agreed between Sunrise HoldCo III and the Facility Agent. (h) If Sunrise HoldCo III has not engaged in negotiations (where applicable) or no agreement is reached between Sunrise HoldCo III and the Facility Agent (acting on the instructions of the Majority Additional Facility AAA Lenders) in relation to such Replacement KPI or such other amendments referred to in paragraph (e) above following a 60 day negotiation period, then either: (i) if: (A) in respect of a financial year ending on or before 31 December 2025, one of the Women in Leadership Roles KPI or the Science Based Target (Scope 1 and 2) KPI or any Replacement KPI remains available, can be calculated and is still appropriate with respect to the ESG Group (the “Remaining KPI”); or (B) in respect of a financial year ending on or after 31 December 2026 up to and including the financial year ending 31 December 2030, two of the Women in Leadership Roles KPI, the Science Based Target (Scope 1 and 2) KPI, the Science Based Target (Scope 3) KPI or any Replacement KPI remains available, can be calculated and is still appropriate with respect to the ESG Group (the “Remaining KPIs”); and (C) Sunrise HoldCo III elects by notice to the Facility Agent, then Facility AAA shall continue to be a sustainability-linked financing but the Expired KPI shall no longer be required to be tested or reported on in accordance with this paragraph 15 (a “KPI Expiry Event”); or


 
15 154559541_4 (ii) in any other case, Facility AAA shall cease to be a sustainability linked- financing and any adjustment to the Original Margin in accordance with paragraph (c) above shall cease to apply from the end of the current financial year and the Original Margin shall apply without any such adjustment for the remaining life of Facility AAA. (i) [Reserved]. (j) Notwithstanding any other term of the Finance Documents, failure to: (i) achieve the Women in Leadership Roles KPI, the Science Based Target (Scope 1 and 2) KPI, the Science Based Target (Scope 3) KPI and/or any Replacement KPI in any financial year for which the applicable KPI is tested; (ii) deliver an ESG Certificate; (iii) reinvest or commit to reinvest any Margin Saving in accordance with paragraph (d) of this paragraph 15 or make any confirmation in relation to the same in accordance with paragraph (e) of this paragraph 15; (iv) publish or deliver (as the case may be) a Sustainability Report and/or an Auditor’s Report; and/or (v) comply with any other provision of this paragraph 15, shall not constitute a breach of any representation and warranty or undertaking in the Finance Documents and shall not result in the occurrence of a Default or an Event of Default (and shall have no effect other than as set out in this paragraph 15). (k) For the purposes of this paragraph 15: “Auditor’s Report” means a report or letter prepared by a Sustainability Auditor which contains a statement of limited assurance with regards to the satisfaction of the Science Based Target (Scope 1 and 2) KPI, the Science Based Target (Scope 3) KPI, the Women in Leadership Roles KPI and/or any Replacement KPI for the relevant financial year or the numbers used in the computation of the Science Based Target (Scope 1 and 2) KPI, the Science Based Target (Scope 3) KPI, the Women in Leadership Roles KPI and/or any Replacement KPI, provided that if the Sustainability Report for that financial year contains such statement of limited assurance, then the Sustainability Report will be deemed to constitute the Auditor’s Report for that financial year. “ESG Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of ESG Certificate) with such changes as may be agreed between Sunrise HoldCo III and the Facility Agent. “ESG Group” means (i) the Reporting Entity and its relevant Subsidiaries (as determined by Sunrise HoldCo III (acting in its sole discretion)) from time to time and (ii) any other person in respect of which the Reporting Entity has a


 
16 154559541_4 direct or indirect ownership interest as may be designated for inclusion or exclusion by Sunrise HoldCo III (acting in its sole discretion) from time to time, in each case as applicable for the Women in Leadership Roles KPI, the Science Based Target (Scope 1 and 2) KPI, the Science Based Target (Scope 3) KPI and/or any Replacement KPI. “Leadership Role” means senior managers, senior directors, vice presidents and executive committee members, and any other individuals that hold a role rated level 5 or above in respect of the ESG Group’s management level structure from time to time. “Margin” means the Original Margin subject to any adjustment made in accordance with paragraph 15. “Science Based Target (Scope 1 and 2) KPI” means, in respect of any financial year, a percentage reduction in the aggregate scope 1 and scope 2 greenhouse gas emissions of the Science Based Target (Scope 1 and 2) Model Group (on a combined basis), as compared to the Science Based Target (Scope 1 and 2) Model Baseline, which is equal to or greater than the percentage set out in column two of the table below for that financial year, in either case as may be adjusted by notice from Sunrise HoldCo III (acting in its sole discretion) to the Facility Agent to align with the final Science Based Target (Scope 1 and 2) Model and/or any internal annual targets of Sunrise HoldCo III from time to time: Year (1) Cumulative Reduction (2) Financial year ending 31 December 2025 22% Financial year ending 31 December 2026 27% Financial year ending 31 December 2027 32% Financial year ending 31 December 2028 36% Financial year ending 31 December 2029 41% Financial year ending 31 December 2030 46% “Science Based Target (Scope 1 and 2) Model” means the model initially approved by the Science Based Targets initiative on 6 September 2024 as agreed and/or updated from time to time (including as updated by Sunrise HoldCo III to reflect any changes in calculation methodology that arise as a result of the adoption by Sunrise HoldCo III (or any other member of the ESG Group) of (in the reasonable opinion of Sunrise HoldCo III) more accurate calculation methodologies). “Science Based Target (Scope 1 and 2) Model Baseline” means the aggregate scope 1 and scope 2 greenhouse gas emissions of the Science Based Target (Scope 1 and 2) Model Group (on a combined basis) for the financial year ending 31 December 2022, being 2,637 tCO2e as may be adjusted by notice from Sunrise HoldCo III (acting in its sole discretion) to the Facility Agent to align with the final Science Based Target (Scope 1 and 2) Model and/or any internal annual targets of Sunrise HoldCo III from time to time.


 
17 154559541_4 “Science Based Target (Scope 1 and 2) Model Group” means the members of the ESG Group that are set out in the Science Based Target (Scope 1 and 2) Model. “Science Based Target (Scope 3) KPI” means, for the relevant financial year in column one of the table below, a percentage reduction in the aggregate scope 3 greenhouse gas emissions of the Science Based Target (Scope 3) Model Group (on a combined basis), as compared to the Science Based Target (Scope 3) Model Baseline, which is equal to or greater than the percentage set out in column two of the table below, as such table may be adjusted by notice from Sunrise HoldCo III (acting in its sole discretion) to the Facility Agent to align with the final Science Based Target (Scope 3) Model and/or any internal annual targets of Sunrise HoldCo III from time to time: Year (1) Cumulative Reduction (2) Financial year ending 31 December 2025 9.8% Financial year ending 31 December 2026 10.3% Financial year ending 31 December 2027 11.6% Financial year ending 31 December 2028 13.4% Financial year ending 31 December 2029 16.1% Financial year ending 31 December 2030 19.7% “Science Based Target (Scope 3) Model” means the model initially approved by the Science Based Targets initiative by Sunrise HoldCo III on 6 September 2024 as agreed and/or updated from time to time (including as updated by Sunrise HoldCo III to reflect any changes in calculation methodology that arise as a result of the adoption by Sunrise HoldCo III (or any other member of the ESG Group) of (in the reasonable opinion of Sunrise HoldCo III) more accurate calculation methodologies). “Science Based Target (Scope 3) Model Baseline” means the aggregate scope 3 greenhouse gas emissions of the Science Based Target (Scope 3) Model Group (on a combined basis) for the financial year ending 31 December 2022, being 182,151 tCO2e as may be adjusted by notice from Sunrise HoldCo III (acting in its sole discretion) to the Facility Agent to align with the final Science Based Target (Scope 3) Model and/or any internal annual targets of Sunrise HoldCo III from time to time. “Science Based Target (Scope 3) Model Group” means the members of the ESG Group that are set out in the Science Based Target (Scope 3) Model. “Scope 3 Buffer Concession” means, in respect of the Science Based Target (Scope 3) KPI, if for the relevant financial year in column one of the table in the definition of Science Based Target (Scope 3) KPI, the percentage reduction in the aggregate scope 3 greenhouse gas emissions of the Science Based Target (Scope 3) Model Group (on a combined basis), as compared to the Science Based Target (Scope 3) Model Baseline, is less than the percentage set out in column two of the table therein but within 2% of such percentage, as such table may be


 
18 154559541_4 adjusted by notice from Sunrise Holdco III to the Facility Agent to align with the final Science Based Target (Scope 3) Model and/or any internal annual targets of Sunrise Holdco III from time to time. “Sustainability Auditor” means a third-party auditor, environmental consultant, independent ratings agency or industry professional, in each case, of international repute or national repute in Switzerland, any member state of the European Union, the United States or the United Kingdom appointed by Sunrise HoldCo III (or its Affiliates) in its sole discretion from time to time. “Sustainability Report” means: (i) the annual corporate responsibility summary report relating to, amongst other things, the annual sustainability report issued by the ESG Group or an integrated financial and non-financial management report issued by the ESG Group (or such other sustainability and/or corporate responsibility report relating to the ESG Group) containing the data relevant to the Women in Leadership Roles KPI, the Science Based Target (Scope 1 and 2) KPI, (if applicable) the Science Based Target (Scope 3) KPI and (if applicable) any Replacement KPI, and published on Sunrise’s website or delivered to the Facility Agent; or (ii) if the data directly used to ascertain whether the Women in Leadership Roles KPI, the Science Based Target (Scope 1 and 2) KPI and/or (if applicable) the Science Based Target (Scope 3) KPI and/or (if applicable) any Replacement KPI has been achieved for a financial year is contained in the financial statements delivered pursuant to Clause 21 (Undertakings) of the Credit Agreement for that financial year, the financial statements for such financial year delivered pursuant to Clause 21 (Undertakings) of the Credit Agreement. “Women in Leadership Roles KPI” means for the relevant financial year in column one of the table below, the number of women in a Leadership Role as a per cent. of all Leadership Roles is equal to or greater than the percentage set out in column two of the table below, as may be adjusted by notice from Sunrise HoldCo III (acting in its sole discretion) to the Facility Agent from time to time: Year (1) Women in Leadership Roles (2) Financial year ending 31 December 2025 18.1% Financial year ending 31 December 2026 19.3% Financial year ending 31 December 2027 20.5% Financial year ending 31 December 2028 21.8% Financial year ending 31 December 2029 23.0% Financial year ending 31 December 2030 25.0% 16. Notwithstanding anything to the contrary in any Finance Document, an amendment or waiver to the margin ratchet provisions in paragraph 15 of this Additional Facility AAA Accession Agreement shall only require the prior consent of Sunrise Financing and the


 
19 154559541_4 Facility Agent (acting on the instructions of the Majority Additional Facility AAA Lenders). 17. The Borrower in relation to Facility AAA is Sunrise Financing. 18. Facility AAA is made available as a term loan. 19. Each Facility AAA Advance shall be a Term Rate Advance under the Credit Agreement and all provisions applying to Term Rate Advances shall apply to Facility AAA Advances. The interest rate for Facility AAA will be calculated in accordance with paragraph (c) of Clause 12.1 (Calculation of Interest – Term Rate Advances) of the Credit Agreement, being the sum of the applicable Term Reference Rate and the applicable Margin. The Reference Rate Terms set out in Part 3: Term Rate Advance – US Dollar of Schedule 13 (Reference Rate Terms) shall apply to Facility AAA provided that no Credit Adjustment Spread shall apply. For the avoidance of doubt, each party to this Additional Facility AAA Accession Agreement accepts and acknowledges that if, at the time of calculation, the Term Reference Rate as specified in Part 3: Term Rate Advance – US Dollar of Schedule 13 (Reference Rate Terms) is determined to be below zero per cent., then such Term Reference Rate will be deemed to be zero per cent. 20. Each Facility AAA Advance shall be issued at 99.75% of par provided that no original issue discount shall be payable on any Facility AAA Advance arising from an increase in the Facility AAA Commitments effected in accordance with paragraph 2 (OID Fees Funding) of the Fee Letter. 21. If on or prior to the date falling 6 months after the first Utilisation Date in relation to Facility AAA (but not otherwise) Sunrise Financing: (a) makes any prepayment of Facility AAA in connection with any Repricing Transaction (as defined below) other than where such prepayment is funded by the issuance of notes by any member of the Borrower Group or a special purpose vehicle which on-lends the proceeds of such notes to a member of the Borrower Group; or (b) effects any amendment of this Additional Facility AAA Accession Agreement or the Credit Agreement resulting in a Repricing Transaction, other than, for the avoidance of doubt, any amendments contemplated by Schedule 7 (Additional Amendments, Waivers, Consents and Other Modifications), Schedule 8 (Fourth Amendments, Waivers, Consents and Other Modifications), Schedule 9 (Fifth Amendments, Waivers, Consents and Other Modifications), Schedule 10 (Sixth Amendments, Waivers, Consents and Other Modifications), Schedule 11 (Seventh Amendments, Waivers, Consents and Other Modifications), Schedule 12 (Eighth Amendments, Waivers, Consents and Other Modifications), Schedule 13 (Ninth Amendments, Waivers, Consents and Other Modifications) and/or Schedule 14 (Tenth Amendments, Waivers, Consents and Other Modifications) of this Additional Facility AAA Accession Agreement (the “Approved Amendments”) resulting in a Repricing Transaction, Sunrise Financing shall, in each case, pay to the Facility Agent, for the account of each applicable Additional Facility AAA Lender:


 
20 154559541_4 (i) in the case of paragraph (a) above, a prepayment fee equal to 1.00 per cent. flat on the amount of that Additional Facility AAA Lender’s Facility AAA Advances which are prepaid and such prepayment fee shall be due and payable on the date of such prepayment; and (ii) in the case of paragraph (b) above, a prepayment fee equal to 1.00 per cent. flat on the aggregate amount of the Facility AAA Advances of each Additional Facility AAA Lender that shall have been the subject of a mandatory assignment under the Credit Agreement following the failure of such Additional Facility AAA Lender to consent to such amendment on or prior to the date falling 6 months after the first Utilisation Date in relation to Facility AAA and such prepayment fee shall be due and payable on the effective date of such assignment. In this paragraph: “Repricing Transaction” means the prepayment or refinancing of all or a portion of the Facility AAA Advances with any long term bank debt financing incurred for the primary purpose of repaying, refinancing, substituting or replacing the Facility AAA Advances which have (or any amendment to this Additional Facility AAA Accession Agreement or the Credit Agreement which results in) an effective interest cost or weighted average yield (as determined by the Facility Agent consistent with generally accepted financial practice and, in any event, excluding any arrangement or commitment fees in connection therewith) that is less than the interest rate for or weighted average yield (as determined by the Facility Agent (acting reasonably) on the same basis) of the Facility AAA Advances (other than in connection with a Change of Control, an initial public offering or a Transformative Transaction). 22. (a) Provided that any upsizing of Facility AAA permitted under this paragraph will not breach any term of the Credit Agreement, Facility AAA may be upsized by any amount, by the signing of one or more further Additional Facility AAA Accession Agreements, that specify (along with the other terms specified therein) Sunrise Financing as the sole Borrower and which specify Facility AAA Commitments denominated in U.S. Dollars, to be drawn in U.S. Dollars, with the same Final Maturity Date and Margin as specified in this Additional Facility AAA Accession Agreement. (b) For the purposes of this paragraph 27 (unless otherwise specified), references to Facility AAA Advances shall include Advances made under any such further and previous Additional Facility AAA Accession Agreement. (c) Where any Facility AAA Advance has not already been consolidated with any other Facility AAA Advance, on the last day of any Interest Period for that unconsolidated Facility AAA Advance, that unconsolidated Facility AAA Advance will be consolidated with any other Facility AAA Advance which has an Interest Period ending on the same day as that unconsolidated Facility AAA Advance, and all such Facility AAA Advances will then be treated as one Facility AAA Advance.


 
21 154559541_4 23. For the purposes of any amendment or waiver, consent or other modification (including, with respect to any existing Default or Event of Default) that may be sought by Sunrise HoldCo III and Sunrise Financing under the Credit Agreement or any other Finance Document on or after the date of this Additional Facility AAA Accession Agreement, each Additional Facility AAA Lender hereby consents (in the capacity of a Lender and, if it is a Hedge Counterparty, in the capacity of a Hedge Counterparty), and agrees to procure, unless it is prohibited from doing so, that any of its Affiliates or Related Funds that are Hedge Counterparties or a Lender under a Revolving Facility or an Additional Revolving Facility consent (in their capacity as Hedge Counterparties or Lenders under a Revolving Facility or an Additional Revolving Facility, as applicable) to any and all of the following: (a) any and all amendments contemplated by the Approved Amendments; (b) any consequential amendment, waiver, consent or other modification, whether effected by one instrument or through a series of amendments, to the Credit Agreement or any other Finance Document to be made either to implement the Approved Amendments or to conform any Finance Document to the Approved Amendments; and/or (c) any other amendment, waiver, consent or modification, whether effected by one instrument or through a series of amendments, to the Credit Agreement or any other Finance Document to be made to conform any Finance Document to any Liberty Global Reference Agreement provided that any amendment, waiver, consent or modification to conform the Credit Agreement or any other Finance Document to any Liberty Global Reference Agreement referred to at paragraphs (vi) to (xiv) (inclusive) of that definition shall be limited to those that are mechanical in nature unless specifically referenced in the Approved Amendments, and, in each case, any consequential amendments, waivers, consents or modifications, and this Additional Facility AAA Accession Agreement shall constitute each Additional Facility AAA Lenders’ irrevocable and unconditional written consent (in the capacity of a Lender and, if it is a Hedge Counterparty, in the capacity of a Hedge Counterparty) and the agreement of each Additional Facility AAA Lender to procure, unless it is prohibited from doing so, that each of its Affiliates and Related Funds that is a Lender under a Revolving Facility or an Additional Revolving Facility or a Hedge Counterparty provides irrevocable and unconditional written consent in that capacity in respect of such amendments, waivers, consents or other modifications to the Finance Documents for the purposes of Clause 29 (Amendments and Waivers) of the Credit Agreement, Clause 28 (Consents, Amendments and Override) of the Intercreditor Agreement, and any clause in any other Finance Document relating to amendments of that Finance Document without any further action required on the part of any party thereto. 24. Each Additional Facility AAA Lender hereby acknowledges and agrees (in the capacity of a Lender and, if it is a Hedge Counterparty, in the capacity of a Hedge Counterparty), and agrees to procure, unless it is prohibited from doing so, that any of its Affiliates or Related Funds that are Hedge Counterparties or a Lender under a Revolving Facility or an Additional Revolving Facility acknowledge and agree (in their capacity as Hedge Counterparties or Lenders under a Revolving Facility or an Additional Revolving


 
22 154559541_4 Facility, as applicable) that the Facility Agent and/or the Security Agent (as applicable) may, but shall not be required to, send to the Additional Facility AAA Lenders any further formal amendment request in connection with all, or any of the proposed amendments set out under paragraph 28 above and the Facility Agent and/or the Security Agent (as applicable) shall be authorised to consent on behalf of each Additional Facility AAA Lender, as a Lender under one or more Facilities and as a Hedge Counterparty under the Intercreditor Agreement, to any such proposed amendments set out under paragraph 28 above (and the Facility Agent and/or the Security Agent shall be authorised to enter into any necessary documentation in connection with the same), and such consent shall be taken into account in calculating whether the Majority Lenders, or the relevant requisite Lenders, or the Hedge Counterparties have consented to the relevant amendments and/or waivers or other modifications to the Finance Documents in accordance with Clause 29 (Amendments and Waivers) of the Credit Agreement, Clause 28 (Consents, Amendments and Override) of the Intercreditor Agreement, and any clause relating to amendments in any other Finance Document. 25. Each Additional Facility AAA Lender hereby waives (in the capacity of a Lender and, if it is a Hedge Counterparty, in the capacity of a Hedge Counterparty), and agrees to procure, unless it is prohibited from doing so, that any of its Affiliates or Related Funds that are Hedge Counterparties or a Lender under a Revolving Facility or an Additional Revolving Facility waive (in their capacity as Hedge Counterparties or Lenders under a Revolving Facility or an Additional Revolving Facility, as applicable) receipt of any fee in connection with the foregoing consents, notwithstanding that other consenting Lenders under the Credit Agreement or Hedge Counterparties under the Intercreditor Agreement may be paid a fee in consideration of such Lenders' or Hedge Counterparties’ consent to any or all of the foregoing amendments, waivers, consents or other modifications. 26. Each Additional Facility AAA Lender confirms to each other Finance Party that: (a) it has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and such Obligor’s related entities in connection with its participation in Facility AAA being made available pursuant to this Additional Facility AAA Accession Agreement and has not relied on any information provided to it by any other Finance Party in connection with any Finance Document; and (b) it will continue to make its own independent appraisal of the creditworthiness of each Obligor and such Obligor’s related entities while any amount is or may be outstanding under the Credit Agreement or any Additional Facility Commitment is in force. 27. Each of the Additional Facility AAA Lenders agrees that it will not, without the prior written consent of Sunrise HoldCo III (acting in its sole discretion), effect any transfer, novation, assignment or Sub-participation of any of its rights, benefits or obligations in respect of any Facility AAA Commitment under this Additional Facility AAA Accession Agreement prior to the date that such Facility AAA Commitment has been


 
23 154559541_4 utilised unless such transfer, novation, assignment or Sub-participation is to an Affiliate of that Additional Facility AAA Lender provided that in each case: (a) (save for in respect of Sub-participations) such Affiliate has at least equivalent creditworthiness as the transferring Additional Facility AAA Lender; (b) no such transfer, novation, assignment or Sub-participation shall reallocate, reduce or release any Additional Facility AAA Lender’s obligation to fund its entire Facility AAA Commitment as at the date of this Additional Facility AAA Accession Agreement by the required time on each Utilisation Date in the event that any transferee or assignee (or any subsequent transferee or assignee) fails to do so; and (c) each Additional Facility AAA Lender shall retain exclusive control over all rights and obligations with respect to its Facility AAA Commitments as at the date of this Additional Facility AAA Accession Agreement (including, without limitation, all rights with respect to waivers, consents, modifications, amendments and confirmations in relation to the Finance Documents) until after the date that they are utilised, notwithstanding any such transfer, novation, assignment or Sub-participation. 28. Each of the Additional Facility AAA Lenders agrees that without prejudice to Clause 30.4 (Procedure for novations) of the Credit Agreement, each New Lender (as defined in the relevant Transfer Agreement referred to below) shall become, by the execution by the Facility Agent of a Transfer Agreement substantially in the form set out in Schedule 3A (Transfer Agreement) to this Additional Facility AAA Accession Agreement, bound by the terms of this Additional Facility AAA Accession Agreement as if it were an original party hereto as an Additional Facility AAA Lender and shall acquire the same rights, grant the same consents and assume the same obligations towards the other parties to this Additional Facility AAA Accession Agreement as would have been acquired, granted and assumed had the New Lender been an original party to this Additional Facility AAA Accession Agreement as an Additional Facility AAA Lender. 29. We, the Additional Facility AAA Lenders, acknowledge and agree that the Lender Asset Security Release Confirmation has been delivered by the Facility Agent to the Lenders and that the Security Agent is therefore irrevocably authorised in accordance with Clause 21.28(a) (Asset Security Release) of the Credit Agreement to execute such documents as may be required to ensure that the Security (other than (a) any Security required to be granted under paragraph (b)(ii) of the definition of “80% Security Test” and (b) any Security provided over any account in connection with a Borrower providing cash cover for a Documentary Credit or an Ancillary Facility pursuant to Clause 6.9(a) (Cash Cover by Borrower) and Clause 1.2(a)(iv) (Construction) of the Credit Agreement) is released.


 
24 154559541_4 30. The Facility Office and address for notices of each Additional Facility AAA Lender for the purposes of Clause 37.2 (Addresses for notices) of the Credit Agreement will be that notified by each Additional Facility AAA Lender to the Facility Agent. 31. This Additional Facility AAA Accession Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law. 32. Clause 39 (Jurisdiction) of the Credit Agreement is incorporated into this Additional Facility AAA Accession Agreement as if set out in full and as if references in that clause to a “Finance Document” are references to this Additional Facility AAA Accession Agreement. 33. This Additional Facility AAA Accession Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart signature page of this Additional Facility AAA Accession Agreement by e-mail (PDF) or telecopy shall be as effective as delivery of a manually executed counterpart of this Additional Facility AAA Accession Agreement. 34. This Additional Facility AAA Accession Agreement is a Creditor Accession Undertaking as defined in the Intercreditor Agreement. THIS ADDITIONAL FACILITY AAA ACCESSION AGREEMENT is executed and delivered as a Deed on the date stated at the beginning of this Additional Facility AAA Accession Agreement.


 
25 154559541_4 SCHEDULE 1 ADDITIONAL FACILITY AAA LENDERS AND COMMITMENTS Additional Facility AAA Lender Facility AAA Commitment ($) The Bank of Nova Scotia 1,300,000,000 Total 1,300,000,000


 
26 154559541_4 SCHEDULE 2 CONDITIONS PRECEDENT DOCUMENTS TO THE EFFECTIVE DATE 1. Constitutional Documents (a) A copy of the constitutional documents of each Obligor (other than Sunrise Financing) and the partnership agreement of Sunrise Financing or, if the Facility Agent already has a copy, a certificate of an authorised signatory of the relevant Obligor confirming that the copy in the Facility Agent's possession is still correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AAA Accession Agreement. (b) An extract of the registration of each Obligor established in the Netherlands in the trade register of the Dutch Chamber of Commerce. 2. Authorisations (a) A copy of a resolution of the board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the shareholders' resolution of each Obligor: (i) approving the terms of and the transactions contemplated by this Additional Facility AAA Accession Agreement and (in the case of each of Sunrise HoldCo III and Sunrise Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)) resolving that it execute the confirmation described at paragraph 4 below; and (ii) (in the case of Sunrise HoldCo III and Sunrise Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AAA Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4 below. (b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AAA Accession Agreement or the confirmation described in paragraph 4 below (as appropriate). (c) A certificate of an authorised signatory of Sunrise HoldCo III, Sunrise Financing, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by Sunrise HoldCo III, Sunrise Financing, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AAA Accession Agreement.


 
27 154559541_4 3. Legal opinions (a) A legal opinion of Allen Overy Shearman Sterling LLP, English legal advisers to the Facility Agent, addressed to the Finance Parties. (b) A legal opinion of Allen Overy Shearman Sterling LLP, Dutch legal advisers to the Facility Agent, addressed to the Finance Parties. (c) A legal opinion of Dorsey & Whitney (Delaware) LLP, Delaware legal advisers to the Borrower, addressed to the Finance Parties. 4. Other documents (a) Confirmation (in writing) from (i) each of the Guarantors that its obligations under Clause 19 (Guarantee) of the Credit Agreement and (ii) each of the Charging Entities (as defined in the Intercreditor Agreement) that the Security Interests granted to the Beneficiaries pursuant to the Security Documents and its obligations under the Finance Documents, shall continue unaffected and that such obligations extend to the Total Commitments as increased by the addition of Facility AAA and that such obligations shall be owed to each Finance Party including the Additional Facility AAA Lenders. (b) A duly executed copy of the Fee Letter.


 
28 154559541_4 SCHEDULE 3A TRANSFER AGREEMENT 1. Assignment and Assumption This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalised terms used but not defined herein shall have the meanings given to them in the Senior Facilities Agreement identified below (as amended, the “Senior Facilities Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns absolutely to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Senior Facilities Agreement, as of the Effective Date inserted by the Facility Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Senior Facilities Agreement and any other documents or instruments delivered (including the Security Documents) pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit or guarantees included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any person, whether known or unknown, arising under or in connection with the Senior Facilities Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to paragraph (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to paragraphs (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except 1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. 2 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. 3 Select as appropriate. 4 Include bracketed language if there are either multiple Assignors or multiple Assignees.


 
29 154559541_4 as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. 1. Assignor[s]: [Assignor [is] [is not] a Defaulting Lender] 2. Assignee[s]: [for each Assignee, indicate [Affiliate][other] 3. Borrower(s): 4. Facility Agent: [●], as the facility agent under the Senior Facilities Agreement 5. Senior Facilities Agreement: [The [amount] Senior Facilities Agreement dated as of [●] among [name of Borrower(s)], the Lenders parties thereto and [name of Facility Agent], as Facility Agent] 6. Assigned Interest[s]: Assignor[s ]5 Assignee[s ]6 Facility Assigned7 Aggregate Amount of Commitm ent/ Advances for all Lenders8 Amount of Commitme nt Advances Assigned Percentage Assigned of Commitme nt/ Advances9 CUSIP Number $ $ % $ $ % $ $ % 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Fill in the appropriate terminology for the types of facilities under the Senior Facilities Agreement that are being assigned under this Assignment. 8 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.


 
30 154559541_4 2. Accession to the Intercreditor Agreement We further refer to clause 22.3 (Change of Senior Lender, Pari Passu Creditors, Second Lien Lender and Noteholders) of the Intercreditor Agreement. In consideration of the New Lender being accepted as a Senior Lender for the purposes of the Intercreditor Agreement (and as defined therein), the New Lender confirms that, as from the [ ], it will be party to the Intercreditor Agreement as a Senior Lender, and undertakes to perform all the obligations expressed in the Intercreditor Agreement to be assumed by a Senior Lender and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement. [7. Trade Date: ]10 Effective Date: _____________ ___, 20___ [TO BE INSERTED BY FACILITY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR[S]11 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNOR] By: Title: ASSIGNEE[S]12 [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 10 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. 11 Add additional signature blocks as needed. 12 Add additional signature blocks as needed.


 
31 154559541_4 ADMINISTRATIVE AND FACILITY OFFICE DETAILS Facility Office Address: Please provide administrative details of the Assignee, to the extent such details have not been provided to the Facility Agent by way of a prior administrative form. Administrative Office Address: Contact Name: Account for Payments: Fax: Telephone:13 [Accepted: [NAME OF FACILITY AGENT], as Facility Agent By: Title: [NAME OF SECURITY AGENT], as Security Agent By: Title: [Consented to:]14 [NAME OF RELEVANT PARTY] By: Title: WARNING: PLEASE SEEK DUTCH LEGAL ADVICE (I) UNTIL THE COMPETENT AUTHORITY PUBLISHES ITS INTERPRETATION OF THE TERM "PUBLIC" (AS REFERRED TO IN ARTICLE 4.1(1) OF THE CAPITAL REQUIREMENTS REGULATION (EU/575/2013)), IF ANY AMOUNT LENT TO A DUTCH BORROWER IS TO BE ASSIGNED WHICH IS LESS THAN EUR100,000 (OR ITS EQUIVALENT IN ANOTHER CURRENCY) AND (II) AS SOON AS THE COMPETENT AUTHORITY PUBLISHES ITS INTERPRETATION OF THE TERM "PUBLIC", IF 13 To be replicated for each Assignee. 14 To be added only if the consent of the Parent and/or other parties (e.g. L/C Bank) is required by the terms of the Senior Facilities Agreement.


 
32 154559541_4 THE NEW LENDER IS CONSIDERED TO BE PART OF THE PUBLIC ON THE BASIS OF THAT INTERPRETATION.


 
33 154559541_4 ANNEX 1 [__________________]15 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION 1. Representations and Warranties (a) Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Senior Facilities Agreement or any other Finance Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Finance Documents or any collateral thereunder, (iii) the financial condition of the Obligors, any of its Subsidiaries or Affiliates or any other person obligated in respect of any Finance Document, or (iv) the performance or observance by the Obligors, any of their Subsidiaries or Affiliates or any other person of any of their respective obligations under any Finance Document. (b) Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Senior Facilities Agreement, (ii) it meets all the requirements to be an assignee under Clause 30.3 (Transfers by Lenders) of the Senior Facilities Agreement (subject to such consents, if any, as may be required under Clause 30.3 (Transfers by Lenders) of the Senior Facilities Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Senior Facilities Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Senior Facilities Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Clause 21.2 (Financial Information) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Facility Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) [if it is a Treaty Lender] attached to the Assignment and Assumption is any 15 Describe Senior Facilities Agreement at option of Facility Agent.


 
34 154559541_4 documentation required to be delivered by it pursuant to the terms of the Senior Facilities Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Facility Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Finance Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Finance Documents are required to be performed by it as a Lender. 2. Payments From and after the Effective Date, the Facility Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.16 Notwithstanding the foregoing, the Facility Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee. 3. General Provisions This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, English Law. 16 The Facility Agent should consider whether this method conforms to its systems. In some circumstances, the following alternative language may be appropriate: “From and after the Effective Date, the Facility Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor[s] and the Assignee[s] shall make all appropriate adjustments in payments by the Facility Agent for period prior to the Effective Date or with respect to the making of this assignment directly between themselves.”


 
35 154559541_4 SCHEDULE 4 ESG CERTIFICATE To: [●] as Facility Agent From: [Sunrise HoldCo III B.V.] as the Company Dated: Dear Sir or Madam, Senior secured credit facility agreement originally dated 16 January 2004 (as from time to time amended, varied, novated or supplemented) Additional Facility AAA Accession Agreement dated [●] 2025 (as from time to time amended, varied, novated or supplemented, the “Additional Facility AAA Accession Agreement”) I, [name], a [Director] of [Sunrise HoldCo III B.V.] (the “Company”) CERTIFY without personal liability, that for the financial year ending [●]: (a) [each of the following have been achieved17:  [Women in Leadership Roles KPI];  [Science Based Target (Scope 1 and 2) KPI];  [Science Based Target (Scope 3) KPI], as evidenced by the computations shown in the Schedule to this Certificate.][; and (b) the Company has [reinvested/committed to reinvest] the savings (amounting to [●]) achieved by way of a reduction to the Original Margin pursuant to paragraphs (c)(iii)(A)(1), (c)(iii)(A)(3), (c)(iii)(B)(1), (c)(iii)(B)(2), (c)(iii)(B)(3), (c)(iii)(B)(4), (c)(iii)(B)(6), (c)(iv)(A)(1), (c)(iv)(A)(2), (c)(iv)(B)(1)(a), (c)(iv)(B)(1)(c), (c)(iv)(B)(2)(a), (c)(iv)(B)(2)(b), (c)(iv)(B)(2)(c), (c)(iv)(B)(3)(a) or (c)(iv)(B)(3)(b) of paragraph 15 of the Additional Facility AAA Accession Agreement in further environmental, social and governance (or equivalent) projects or initiatives of the ESG Group]18. Signed: _______________________ [Director] Date: [●] 17 Company to include or delete as appropriate and to include any Replacement KPI. 18 Confirmation only required for any financial year in respect of which the Margin has been reduced pursuant to paragraph (c)(iii)(A)(1), (c)(iii)(A)(3), (c)(iii)(B)(1), (c)(iii)(B)(2), (c)(iii)(B)(3), (c)(iii)(B)(4), (c)(iii)(B)(6), (c)(iv)(A)(1), (c)(iv)(A)(2), (c)(iv)(B)(1)(a), (c)(iv)(B)(1)(c), (c)(iv)(B)(2)(a), (c)(iv)(B)(2)(b), (c)(iv)(B)(2)(c), (c)(iv)(B)(3)(a) or (c)(iv)(B)(3)(b) of paragraph 15.


 
36 154559541_4 [Schedule KPI Computations [●]


 
37 154559541_4 SCHEDULE 5 [INTENTIONALLY LEFT BLANK]


 
38 154559541_4 SCHEDULE 6 [INTENTIONALLY LEFT BLANK]


 
39 154559541_4 SCHEDULE 7 ADDITIONAL AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 7 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement. In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement. 1. Transfers: amend Clause 30.3 (Transfers by Lenders) of the Credit Agreement to provide that the consent of Sunrise HoldCo III or a Borrower is not required for any assignment, transfer or novation by a Lender if an Event of Default is outstanding pursuant to any of Clauses 23.2 (Non-payment), 23.6 (Insolvency), 23.7 (Insolvency Proceedings), 23.9 (Creditors’ Process) or 23.10 (Similar Proceedings) only (rather than if any Event of Default is outstanding). 2. New RCF Maintenance Covenant: amend the Credit Agreement to provide that: amendments and waivers of Clauses 22.2 (Financial Ratio) to 22.4 (Cure provisions) and Clause 23.17 (Acceleration Following Financial Ratio Breach) shall only be made with the consent of Sunrise HoldCo III and the Composite Revolving Facility Instructing Group and shall not require the consent of any other Finance Party.


 
40 154559541_4 SCHEDULE 8 FOURTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS [INTENTIONALLY LEFT BLANK]


 
154559541_4 SCHEDULE 9 FIFTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 9 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement. In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement. 1. Negative Pledge: (a) delete clause 21.8(a) in its entirety and replace it as follows: “(a) Each Obligor (other than Sunrise HoldCo III Holdco, any Permitted Affiliate Holdco and any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt) will not permit any Security Interest by any member of the Borrower Group to subsist, arise or be created or extended over all or any part of their respective present or future undertakings, assets, rights or revenues to secure or prefer any present or future Financial Indebtedness of any member of the Borrower Group or any other person, other than: (i) Permitted Security Interests; or (ii) any Security Interest over any present or future undertakings, assets, rights or revenues that is not subject to Security (such Security Interest, the “Initial Security Interest”) if, contemporaneously with the incurrence of such Initial Security Interest, effective provision is made to secure the Financial Indebtedness due under this Agreement equally and ratably with (or prior to, in the case of any Security Interest with respect to Financial Indebtedness that ranks junior to the Facilities) the Financial Indebtedness secured by such Initial Security Interest so long as such Financial Indebtedness is so secured.” (b) include a new clause 21.8(d) as follows: “(d) Any Security Interest created pursuant to the proviso described in Clause 21.8(a)(ii) securing of the Financial Indebtedness due under this Agreement will be automatically and unconditionally released and discharged upon the release and discharge of the Initial Security Interest to which it relates (and, to the extent required, the Facility Agent and the Security Agent are hereby irrevocably authorised and instructed by the Lenders to enter into such documentation as is reasonably required to effect such release). 2. Solvent Liquidation: Amend Clause 29.4 (Release of Guarantees and Security) of the Credit Agreement to provide for equivalent releases as a result of, and in connection


 
42 154559541_4 with, any solvent liquidation or dissolution that complies with Clause 21.29 (Internal Reorganisations). 3. Non-Consenting Lenders: Remove the timing window of 90 days during which Sunrise HoldCo III may exercise its rights as set out in Clause 29.9(b) (Replacement of Lenders) such that Sunrise HoldCo III may exercise such rights at any time.


 
154559541_4 SCHEDULE 10 SIXTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 10 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement. In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement. 1. Amendments and waivers: amend Clause 29.2 (Exceptions) to include the following as a new Clause: “Notwithstanding anything to the contrary in the Finance Documents, a Finance Party may unilaterally waive, relinquish or otherwise irrevocably give up all or any of its rights under any Finance Document with the consent of the Sunrise HoldCo III.” 2. Transfers by Obligors: include the following as a new carve out to Clause 30.2(a) (Transfers by Obligors): “provided that a Borrower (a “Novating Borrower”) may assign or transfer any of its rights, benefits and obligations under this Agreement to another Borrower incorporated in the same jurisdiction as that Novating Borrower and which is a directly or indirectly wholly owned Subsidiary of (i) Sunrise HoldCo III or (ii) a Permitted Affiliate Parent (as applicable) if Sunrise HoldCo III delivers to the Facility Agent: (a) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, from an independent financial advisor confirming the solvency of the Borrower Group, taken as a whole, after giving effect to any transactions related to such assignment or transfer; and (b) legal opinions, in form and substance reasonably satisfactory to the Facility Agent, confirming that, after giving effect to any transactions related to such assignment or transfer, the Security created by the Security Documents as amended, extended, renewed, restated, supplemented, modified or replaced represents valid and perfected Security not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law that such Security were not otherwise subject to immediately prior to such assignment or transfer.” 3. Sub-participations: (a) Include a new definition of Sub-participation as follows: “Sub-participation” means any sub-participation or sub-contract (whether written or oral) or any other agreement or arrangement having an economically substantially similar effect, including any credit default or total return swap or derivative (whether disclosed undisclosed, risk or funded) by a Lender of or in relation to any of its rights or obligations under, or its legal, beneficial or economic interest in relation to, the Facilities and/or Finance Documents to a counterparty and “sub-participate” shall be construed accordingly.


 
44 154559541_4 (b) Amend Clause 30.3 (Transfers by Lenders) in order that this clause includes a restriction on sub-participations of rights and obligations and is subject to the same consent regime as for assignments and transfers in accordance with recent Liberty precedent. (c) Add a new clause as follows: “[30.12] Sub-participation Notwithstanding anything to the contrary in Clause 30.3 (Transfers by Lenders) there shall be no restrictions on sub-participations provided that: (a) such Lender remains a Lender under this Agreement with all rights and obligations pertaining thereto and remains liable under the Finance Documents for any such obligation; (b) such Lender retains exclusive control over all rights and obligations in relation to the participations and Commitments that are the subject of the relevant agreement or arrangement, including all voting rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations), unless: (i) the proposed sub-participant is a person to whom the relevant rights and obligations could have been assigned or transferred in accordance with the terms of this Clause 30 and, (ii) prior to entering into the relevant agreement or arrangement, the relevant Lender provides Sunrise HoldCo III with full details of that proposed sub-participant and any voting, consultation or other rights to be granted to the sub-participant; (c) the relationship between the Lender and the proposed sub-participant is that of a contractual debtor and creditor (including in the bankruptcy or similar event of the Lender or an Obligor); (d) the proposed sub-participant will have no proprietary interest in the benefit of this Agreement or any of the Finance Documents or in any monies received by the relevant Lender under or in relation to this Agreement or any of the Finance Documents (in its capacity as sub- participant under that arrangement); and (e) the proposed sub-participant will under no circumstances: (i) be subrogated to, or be substituted in respect of, the relevant Lender’s claims under this Agreement or any of the Finance Documents; or (ii) otherwise have any contractual relationship with, or rights against, the Obligors under or in relation to this Agreement or any of the Finance Documents (in its capacity as sub-participant under that arrangement).” (d) Include the additional provision as follows: “[30.13] Sub-participant Register


 
45 154559541_4 “(a) In the case of a sub-participation (or any other agreement or arrangement having an economic effect substantially similar to a sub-participation) (in each case, other than any non-voting derivatives (which are not participations) which would otherwise be caught by the definition of “sub-participation”), the person granting the sub-participation (or similar right) shall, acting solely for these purposes as non-fiduciary agent for the Borrower, maintain a register (a “Sub-Participant Register”) on which it enters the name and address of each sub- participant (or person holding the similar right) and the Commitment and obligations (including principal and stated interest) in which each sub-participant (or other person) has an interest or obligation. (b) Notwithstanding anything to the contrary hereunder, including without limitation Clause 28 (Evidence and Calculations), the entries in the Sub- Participant Register shall be conclusive absent manifest error, and such person maintaining the Sub-Participant Register shall treat each person whose name is recorded in the Sub-Participant Register as the owner of such sub-participation (or similar right) for all purposes of a Finance Document notwithstanding any notice to the contrary. (c) Without prejudice to the other provisions of this Clause 30, no Lender shall have any obligation to disclose all or any portion of the Sub- Participant Register to any person (including the identity of any sub- participant or any information relating to a sub-participant’s interest in any Loans, Commitments or other obligations under any Finance Documents) except to the extent that such disclosure to a tax authority is necessary to establish that such Loan, Commitment or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or is otherwise required thereunder.” (e) Delete Clause 30.3(b)(iii) (Transfers by Lenders). (f) Amend Clause 30.10 (Register) to add the following to such Clause: “Without limitation of any other provision of this Clause 30, no transfer of an interest in a Loan or Commitment hereunder shall be effective unless and until recorded in the Register.”


 
46 154559541_4 SCHEDULE 11 SEVENTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 11 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement. In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement. 1. Related Fund: amend clause 1.1 (Definitions) to delete the definition of “Related Fund” and replace it with the following: “Related Fund” in relation to a fund or account that, in each case, invests in commercial loans (the “first fund”), means any other fund or account that, in each case, invests in commercial loans which is managed or administered directly or indirectly by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund or account that, in each case, invests in commercial loans whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.”


 
47 154559541_4 SCHEDULE 12 EIGHTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 12 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement. In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement. 1. Resignation of Obligors Add a new “Clause [X] (Resignation of an Obligor (other than Sunrise HoldCo III))” to the Credit Agreement on terms consistent with those in Clause 29.11 (Resignation of an Obligor (other than the Company)) of the credit agreement originally dated 1 August 2007 between among others Telenet BVBA as the Company and The Bank of Nova Scotia as the Facility Agent as last amended and restated on 16 November 2018, mutatis mutandis, and make all conforming changes required to incorporate such clause. 2. Defaulting Lenders: amend paragraph (a) of Clause 29.8 (Disenfranchisement of Defaulting Lenders) such that it reads as follows: “In ascertaining the Majority Lenders, affected Lenders, all Lenders or any other class of Lenders (as applicable) or whether any given percentage (including, for the avoidance of doubt, unanimity) of any of the Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, a Defaulting Lender’s Available Commitments and participations will be deemed to be zero.” 3. Cross Default EOD: amend Clause 23.5 (Cross-default) by deleting the words “or is placed on demand, in each case;” at paragraph (b). 4. Changes to the Parties: (a) Amend the new language to be included pursuant to paragraph 2 of Schedule 9 of this Agreement to add the words “except to the extent permitted by this Agreement and” at the start of the paragraph. (b) Amend paragraph (c)(i) of Clause 30.8 (Additional Obligors) to add the words “under the relevant Facility” after the words “Majority Lenders”. 5. Transfers: (a) Delete paragraph (a), (b) and (c) of Clause 30.3 (Transfers by Lenders) and replace it with the following new paragraphs (a) and (b) and make consequential changes to the numbering of the subsequent clauses: “(a) Subject to the other provisions of this Clause 30, any Lender (an “Existing Lender”) may, at any time, (i) assign all or any of its rights and benefits, (ii) transfer (by way of novation) all or any of its rights,


 
48 154559541_4 benefits and obligations or (iii) enter into a Sub-participation in respect of any of its rights, benefits and obligations, in each case under any Finance Documents to another person (the “New Lender”) provided that: (i) the prior written consent of Sunrise HoldCo III is received in respect of any assignment, transfer or Sub-participation, such consent not to be unreasonably withheld, and provided further that: (A) such consent shall be deemed to have been given if not declined in writing within ten Business Days of a written request by any Lender to Sunrise HoldCo III; (B) no consent shall be required in the case of any assignment, transfer or Sub-participation by a Lender to another Lender and/or to its Affiliate (or, if applicable, to any Related Fund); and (C) no consent shall be required in the case of any assignment, transfer or Sub-participation to any New Lender at any time after the occurrence of an Event of Default which is continuing pursuant to any of Clauses 23.2 (Non- payment), 23.6 (Insolvency), 23.7 (Insolvency Proceedings), 23.9 (Creditors’ Process) or 23.10 (Similar Proceedings); (ii) the New Lender makes the representation set out in paragraph [X]19 of the Transfer Agreement; and (iii) in the case of a partial assignment, transfer or novation of rights and/or obligations, such assignment, transfer or novation shall be in a minimum amount (in relation to an Additional Facility Commitment denominated in Euros) of €1,000,000 or (in relation to an Additional Facility Commitment denominated in US Dollars) of US$1,000,000 or, in each case, such lower amount as the Existing Lender may agree with Sunrise HoldCo III (save that in the case of a partial assignment, transfer or novation by a Lender of its rights and/or obligations under an Additional Facility to an Affiliate or Related Fund of that Lender, such assignment, transfer or novation shall be in a minimum amount (in relation to an Additional Facility Commitment denominated in Euros) of €500,000 or (in relation to an Additional Facility Commitment denominated in US Dollars) of US$500,000 or, in each case, such lower amount as that Lender may agree with Sunrise HoldCo III). (b) Notwithstanding any other provision of this Agreement, no Lender shall be entitled to assign, transfer or sub-participate any of its rights, benefits 19 Relating to qualifying lender representation in line with Liberty precedent.


 
49 154559541_4 or obligations under the Finance Documents in relation to a Revolving Facility without the prior written consent of Sunrise HoldCo III, provided that no such consent shall be required in the case of any assignment, transfer or Sub-participation: (i) by a Lender to another Lender under the Revolving Facility and/or to its Affiliate (or, if applicable, to any Related Fund), in each case, which is a deposit taking financial institution authorised by a financial services regulator or similar regulatory body which has a long term credit rating equal to or better than BBB or Baa2 (as applicable) according to at least two of Moody’s, Standard & Poor’s or Fitch; and (ii) to any New Lender at any time after the occurrence of an Event of Default which is continuing pursuant to any of Clauses 23.2 (Non-payment), 23.6 (Insolvency), 23.7 (Insolvency Proceedings), 23.9 (Creditors’ Process) or 23.10 (Similar Proceedings).” (b) Amend Clause 30.3 (Transfers by Lenders) to include the following new paragraphs: (i) “Notwithstanding any other provision of this Agreement, no Lender shall be entitled to assign, transfer or sub-participate any of its rights, benefits or obligations under the Finance Documents to a New Lender that is a Defaulting Lender or a Sanctioned Lender, in each case without the prior written consent of Sunrise HoldCo III (acting in its sole discretion). (ii) Notwithstanding any other provision of this Clause 30.3 (Transfers by Lenders), no assignment or transfer shall be permitted to settle or otherwise become effective within the period of five Business Days prior to the last day of the Interest Period for the relevant Advance. (iii) Each New Lender, by executing the relevant Transfer Agreement or Novation Certificate, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the transferring Lender would have been had it remained a Lender.” 6. Releases (a) Amend Clause 29.4 (Release of Guarantees and Security) as follows: (i) delete sub-paragraph (b)(i) and replace it as follows:


 
50 154559541_4 “(i) the disposal (A) is permitted under Clause 21.11 (Disposals), (B) is in accordance with the release of any Obligor in accordance with this Agreement, (C) is as a result of, or in connection with, any solvent liquidation or dissolution that complies with Clause 21.29 (Internal Reorganisation) or (D) the consent of the Majority Lenders has been obtained; and” (iv) delete sub-paragraph (d) and replace it as follows: “(d) The Security Agent shall (and it is hereby authorised by the other Finance Parties to) at the cost of the relevant Obligor, execute such documents as may be required or desirable to effect any release (i) permitted under this Clause 29.4 (Release of Guarantees and Security), (ii) required to permit the granting of any Security Interest permitted under Clause 21.8 (Negative pledge), (iii) expressly permitted under the Finance Documents (excluding, for the avoidance of doubt, pursuant to any consent obtained from the Majority Lenders), (iv) permitted under the Intercreditor Agreement, (v) to which a prior written consent of the relevant Lenders has been granted in accordance with paragraph (f) of Clause 29.2 (Exceptions), (vi) in connection with any Permitted Transaction (other than a Permitted Transaction pursuant to paragraph (a) or (g) of that definition) or (vii) if it is necessary or desirable in connection with Clause 21.29 (Internal Reorganisation).” (v) Add new sub-paragraphs (f) and (g) as follows: “(f) Notwithstanding any other provision of this Agreement, Sunrise HoldCo III may require the Security Agent to, and the Security Agent shall (and it is hereby authorised by the other Finance Parties to) at the cost of the relevant Obligor, execute such documents as may be required or desirable to effect the release of the Security granted over any asset of an Obligor pursuant to the Security Documents to which it is a party to enable the relevant Obligor to grant in connection with that asset any encumbrance permitted under Clause 21.8 (Negative pledge). If, immediately prior to such release the relevant Obligor was treated as an Obligor for the purpose of the 80% Security Test, the relevant Obligor shall continue to be treated as an Obligor for those purposes notwithstanding any such release. (g) Sunrise HoldCo III may designate that any Affiliate Subsidiary is no longer an Affiliate Subsidiary and require the Security Agent to, and the Security Agent shall (and it is hereby authorised by the other Finance Parties to) at the cost of Sunrise HoldCo III, execute such documents as may be required or desirable to effect the release of the guarantees provided and Security granted in connection with the accession of such Affiliate Subsidiary as a Guarantor (“Affiliate Subsidiary Release”); provided that


 
51 154559541_4 immediately after giving effect to such Affiliate Subsidiary Release, either (i) the Guarantors at the relevant time represent a percentage which is greater than that required to satisfy the 80% Security Test and Sunrise HoldCo III provides a certificate to the Facility Agent certifying that upon the Affiliate Subsidiary Release the 80% Security Test would continue to be satisfied or (ii) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and either (1) an Obligor could incur at least €1.00 of additional Financial Indebtedness pursuant to paragraph (xxii) of the definition of Permitted Financial Indebtedness or (2) the ratios of Senior Net Debt to Annualised EBITDA and of Total Net Debt to Annualised EBITDA would be no greater than they were immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such Affiliate Subsidiary Release.” 7. Break Costs: amend sub-paragraph (a)(i) of the definition of “Break Costs” in Clause 1.1 (Definitions) to include the words “and the effect of any interest rate floor” after the words “excluding the Margin” in parentheses. 8. Term Loan Interest Periods: In paragraph (b) of Clause 13.2 (Selection of Interest Periods) delete the words “1, 2, 3 or 6 months, or, in each case, such other period of up to 12 months as the Lenders whose Commitments under the relevant Term Facility that aggregate more than 50% of the aggregate Commitments under that Term Facility may agree with the Borrower” and replace them with the following words: “(i) 1, 2, 3 or 6 months; (ii) any shorter period agreed by the relevant Borrower and the Facility Agent; (iii) any longer period of up to 12 months agreed by the relevant Borrower and the Facility Agent (acting on the instruction of the Majority Lenders in relation to the relevant Facility); and (iv) in connection with the first Term Facility Advance under any Term Facility, any other period of six months or less as agreed to by the relevant Borrower and the Facility Agent”. 9. Hedge Counterparties: in the definitions of “Acceptable Hedge Counterparty” and “Hedge Counterparty” in Clause 1.1 (Definitions) of the Intercreditor Agreement, after the words “credit institution” add the words “or financial institution”. 10. Permitted Financing Action: (a) Amend Clause 14.1 (Place of Payment) to add the following words to the end of that Clause: “, in each case, other than any payment to be made on a cashless basis as part of a Permitted Financing Action.”. (b) Amend Clauses 14.2 (Funds) and 14.3(a) (Distribution) to add the following words to the end of that Clause:


 
52 154559541_4 “, in each case, other than any payment to be made on a cashless basis as part of a Permitted Financing Action. 11. Amendments and waivers: (a) Add a new paragraph to Clause 29 (Amendments and Waivers) to include the following as a new paragraph: “Notwithstanding anything to the contrary in the Finance Documents, a Finance Party may unilaterally waive, relinquish or otherwise irrevocably give up all or any of its rights under any Finance Document with the consent of Sunrise HoldCo III.” (b) Delete paragraph (f) of Clause 29.2 (Exceptions) and replace it with the following: “A waiver of issuance or the release of any Guarantor from any of its obligations under Clause 19 (Guarantee) or a release of any Security under the Security Documents, in each case, other than in accordance with the terms of any Finance Document shall require the prior written consent of affected Lenders whose Available Commitments plus Outstandings amount in aggregate to more than 75 per cent. of the aggregate Available Commitments plus Outstandings of those affected Lenders. This Clause may not be amended without the consent of Lenders whose Available Commitments plus Outstandings amount in aggregate to more than 75 per cent. of the aggregate Available Commitments plus Outstandings.” (c) Add a new paragraph (i) to Clause 29.2 (Exceptions) as follows: “No amendment or waiver of a term of any Ancillary Facility Document shall require the consent of any Finance Party other than the relevant Ancillary Facility Lender.” (d) Amend sub-paragraph (a)(vii) of Clause 29.2 (Exceptions) by adding the following proviso at the end: “(provided that paragraph (f) below may be amended with the consent of Lenders whose Available Commitments plus Outstandings amount in aggregate to more than 75 per cent. of the aggregate Available Facilities plus Outstandings); or” 12. Prepayments: amend Clause 10.9 (Miscellaneous Provisions) to delete paragraph (f) and replace it with the following: “Other than in relation to any prepayment under Clause 10.7 (Right of prepayment and Cancellation in relation to a Single Lender) or Clause 18.1 (Illegality), any prepayment in part of any Advance shall be applied against the participations of the Lenders in that Advance pro rata (except to the extent any part of an Advance is to be repaid on a cashless basis as part of a Permitted Financing Action).”20 20 Note: reference to Clause 27.9 (Replacement of lenders) to be retained when creeper implemented.


 
53 154559541_4 13. [Reserved] 14. Release Condition: (a) Amend Clause 21 (Undertakings) to add the following words as a new Clause 21.33: “21.33 Ratings Trigger (1) Notwithstanding anything to the contrary in this Agreement or any other Finance Document, during the period (if any) that a Release Condition (as defined in paragraph (d) below) is satisfied: (i) the following obligations and restrictions shall be suspended and shall not apply: (A) the requirement to make mandatory prepayments under Clause 10.5 (Mandatory prepayment from disposal proceeds); (B) the restrictions under Clause 21.11 (Disposals); (C) the provisions of Clause 21.12 (Acquisitions and mergers); (D) the provisions of Clause 21.13 (Restrictions on Financial Indebtedness); (E) the provisions of Clause 21.14 (Restricted Payments); (F) the provisions of Clause 21.15 (Loans and guarantees); (G) the provisions of Clause 21.16 (Environmental matters); (H) the restrictions under Clause 21.17 (Insurance); (I) the restrictions under Clause 21.18 (Intellectual Property Rights); (J) the restrictions under Clause 21.19 (Share capital); (K) the restrictions under Clause 21.20 (Priority); (L) the restrictions under Clause 21.21 (Share security); (M) the restrictions under Clause 21.22 (Shareholder Loans); (N) the restrictions under Clause 21.23 (Further security over receivables); (O) the restrictions under Clause 21.25 (ERISA); and (P) the provisions of paragraph (b) of Clause 30.8 (Additional Obligors);


 
54 154559541_4 (ii) the leverage financial covenant in Clause 22.2 (Financial Ratio) shall only be tested semi annually (for the Ratio Period ending on the second and fourth Quarter Dates in each financial year) if the Financial Ratio Test Condition is met on such second and fourth Quarter Dates in each financial year and the Financial Ratio Test Condition will only apply to such second and fourth Quarter Dates; (iii) the relevant Margin payable on any utilisation or Unpaid Sum (as applicable) under any Additional Facility (to the extent specified in the relevant Additional Facility Accession Agreement for that Additional Facility) will be reduced by 0.50 per cent. per annum; and (iv) the amount of each basket set by reference to a monetary amount for which a specific amount is set out in this Agreement and any definitions used therein (including all “annual”, “life of Facilities” and “at any time” and “aggregate” baskets) shall be increased by 50 per cent. (b) If at any time after a Release Condition has been satisfied and a Release Condition subsequently ceases to be satisfied, any breach of this Agreement or any other Finance Document that arises as a result of any of the obligations, restrictions or other terms referred to in paragraph (a) above ceasing to be suspended or amended shall not (provided that it did not constitute an Event of Default at the time the relevant event or occurrence took place) constitute (or result in) a breach of any term of this Agreement or any other Finance Documents, a Default or an Event of Default. (c) In respect of any amount which has not been applied in mandatory prepayment of the Facilities in accordance with Clause 10.5 (Mandatory prepayment from disposal proceeds) as a result of the Release Condition being satisfied (the “Released Amounts”), if the Release Condition subsequently ceases to be satisfied after the date the prepayment would have been required had the Release Condition not been satisfied, the failure to apply the Released Amounts in prepayment shall not result in a breach of any term of this Agreement or any other Finance Document. (d) For the purposes of this Clause 21.33 the “Release Condition” means the Facilities or Sunrise HoldCo III receive any two of the following: (i) a rating of “Baa3” (or the equivalent) or higher from Moody’s or any of its successors or assigns; (ii) a rating of “BBB-” (or the equivalent) or higher from Standard & Poor’s or any of its successors or assigns; and/or (iii) a rating of “BBB-” (or the equivalent) or higher from Fitch or any of its successors or assigns, in each case, with a “stable outlook” from such rating agency.” (1) Amend the definition of “Margin” in Clause 1.1 (Definitions) to include the following wording at the end of that definition:


 
55 154559541_4 “, and if applicable, as reduced pursuant to Clause 21.33 (Ratings Trigger)”. 15. Default Interest: amend “two” in Clause 12.5(a) (Default interest) to read “one”.


 
56 154559541_4 SCHEDULE 13 NINTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 13 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement. In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement. 1. 80% Security Test: (a) Delete limb (b)(ii)(C) of the definition of 80% Security Test in Clause 1.1 (Definitions). (b) Delete all references to “or 21.2(a)(ii)” in limb (a) of the definition of 80% Security Test in Clause 1.1 (Definitions). (c) Replace all references to “relevant financial statements” in limb (a) of the definition of 80% Security Test in Clause 1.1 (Definitions) with “annual financial statements”. 2. Financial Indebtedness: (a) Insert a new limb (e)(xii) into the definition of Financial Indebtedness in Clause 1.1 (Definitions) as follows: “indebtedness raised through sale and lease back transactions.” (b) Amend limb (e)(iv) of the definition of Financial Indebtedness in Clause 1.1 (Definitions) to delete “obligations under Finance Leases and” and replace it with “any Lease Obligations and obligations under”. (c) Insert a new definition in Clause 1.1 (Definitions) as follows: ““Lease Obligations” means collectively obligations under any finance, capital or operating lease in accordance with GAAP.” 3. Relevant Event: Delete “(a)” and “or (b) Clause 22.2 (Financial Ratio)” from the definition of Relevant Event in Clause 1.1 (Definitions). 4. Tax indemnity: Delete Clause 15.4(b)(iii) (Tax indemnity) and replace with the following: “(iii) to the extent a loss, liability or cost: (A) has been compensated for by a payment under Clause 15.8 (Stamp Taxes) or would have been compensated for by such a payment, but for the application of any exception in such Clause;


 
57 154559541_4 (B) is compensated for by an increased payment under Clause 15.2 (Tax gross- up); or (C) is suffered or incurred by a Finance Party in respect of a Bank Levy.” 5. Permitted Disposals: (a) Delete Clause 21.11(b)(liv)(C). (b) Amend Clause 21.11(b)(vii) by deleting the following “, provided that the aggregate amount of all such asset securitisations or receivables factoring transactions does not exceed the greater of: (A) €250,000,000 (or its equivalent in other currencies) at any time; and (B) 5% of Total Assets at any time”. (c) Amend Clause 21.11(b)(xxviii) to insert “(or any disposals of Cash Equivalent Investments)” immediately after “the application of cash in payments”. (d) Delete the definition of French Group in Clause 21.11(d) (Disposals). (e) Delete Clause 21.11(c)(i) and replace it with the following “(i) 17.5%;”. (f) Delete the following from Clause 21.11(c)(y) “, except in respect of a disposal of the French Group”. 6. Information – Miscellaneous: Delete the following “(both in hard copy and in electronic form)” from Clause 21.3 (Information – Miscellaneous) and replace it with “(in electronic form and, if requested, hard copy). 7. Permitted Financial Indebtedness: (a) Delete Clause 21.13(b)(xi) (Restrictions on Financial Indebtedness) and replace it with the following: “(xi) any Financial Indebtedness of a person which (A) is acquired by, or merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities), a member of the Borrower Group after the Signing Date and such acquisition, merger, consolidation, amalgamation or combination is permitted by Clause 21.12 (Acquisitions and mergers) or (B) becomes an Affiliate Subsidiary after the Signing Date; where such Financial Indebtedness existed at the date of (x) in the case of (A), completion of such acquisition, merger, consolidation, amalgamation or combination and (y) in the case of (B), such person becoming an Affiliate Subsidiary, provided that the amount of such Financial Indebtedness is not increased beyond the amount in existence at the date described in (x) and/or (y) (as applicable) (subject to the accrual of interest);” (b) Delete Clause 21.13(b)(xviii) (Restrictions on Financial Indebtedness) and replace it with the following: “(xviii) Financial Indebtedness arising under sale and leaseback arrangements or Vendor Financing Arrangements (to the extent these constitute Financial


 
58 154559541_4 Indebtedness) provided that the aggregate principal amount thereof does not at any time exceed the greater of (A) €250,000,000 and (B) the amount that could be incurred so that the ratio of Senior Net Debt to Annualised EBITDA (giving pro forma effect to any such Financial Indebtedness and the use of proceeds thereof) is equal to, or less than, 4.50:1.00; and provided further that, in each case, the relevant lessor or provider of Vendor Financing Arrangements does not have the benefit of any Security Interest other than over the assets the subject of such sale and leaseback arrangements and/or Vendor Financing Arrangements;” (c) Amend Clause 21.13(b)(xxvi) (Restrictions on Financial Indebtedness) to insert “commodity trading or brokerage accounts,” after “overdraft,”. (d) Amend Clause 21.13(b)(xxix) (Restrictions on Financial Indebtedness) to delete reference to “otherwise permitted under this Agreement”. (e) Amend Clause 21.13(b)(xxxii) (Restrictions on Financial Indebtedness) to insert “after giving pro forma effect to the relevant acquisition or other transaction and the incurrence of such Financial Indebtedness pursuant to this paragraph” immediately after “(y) the ratio of Senior Net Debt to Annualised EBITDA”. (f) Insert a new Clause 21.13(b)(xxxiv) and Clause 21.13(b)(xxxv) as follows (and (i) delete “and” at the end of Clause 21.13(b)(xxxiii) and (ii) make any necessary renumbering changes accordingly): “(xxxiv) any liability that constitutes Financial Indebtedness in respect of any member of the Borrower Group incorporated in The Netherlands arising under a declaration of joint and several liability (hoofdelijke aansprakelijkheid) as referred to in Section 2:403 of the Dutch Civil Code; (xxxv) any liability that constitutes Financial Indebtedness arising as a result of a fiscal unity (fiscale eenheid) solely between members of the Borrower Group incorporated in The Netherlands;” (g) Amend the definition of Permitted Borrower Group Guarantee Facilities in Clause 1.1 (Definitions) to delete reference to “€10,000,000” and replace it with “€50,000,000”. (h) Insert a new Clause 21.13(b)(xxxvi) as follows (and make any necessary renumbering changes accordingly): “(xxxvi) any Financial Indebtedness of any member of the Borrower Group in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other Financial Indebtedness incurred pursuant to this paragraph and then outstanding, will not exceed 100% of the Net Cash Proceeds received by Sunrise HoldCo III or a Permitted Affiliate Parent from the issuance or sale (other than to a member of the Borrower Group) of its respective Subordinated Shareholder Loans or Capital Stock or otherwise contributed to the equity of Sunrise HoldCo III or a Permitted Affiliate Parent (and in each case, other than through the issuance of Disqualified Stock, Preferred Stock (as defined in Clause 10.4 (Change of Control)) or an Excluded Contribution); and”


 
59 154559541_4 (i) Insert new definitions in Clause 1.1 (Definitions) in their correct alphabetic positions in connection with the new Clause 21.13(b)(xxxvi) as follows: ““Disqualified Stock” means, with respect to any person, any Capital Stock of such person which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event: (a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise; (b) is convertible or exchangeable for Financial Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of a member of the Borrower Group); or (c) is redeemable at the option of the holder of the Capital Stock in whole or in part, in each case on or prior to the earlier of (i) the then latest Final Maturity Date of a Facility or (ii) the date on which there are no Outstandings; provided that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided, further that any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require Sunrise HoldCo III or a Permitted Affiliate Parent to repurchase such Capital Stock upon the occurrence of a change of control (as defined in a substantially identical manner to the corresponding definition in this Agreement) shall not constitute Disqualified Stock if the terms of such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) provide that Sunrise HoldCo III or a Permitted Affiliate Parent may not repurchase or redeem any such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) pursuant to such provision prior to compliance by Sunrise HoldCo III or a Permitted Affiliate Parent with the provisions of Clause 21.11 (Disposals) and Clause 10.4 (Change of Control) and such repurchase or redemption complies with Clause 21.14 (Restricted Payments). “Excluded Contribution” means Net Cash Proceeds or property or assets received by Sunrise HoldCo III or a Permitted Affiliate Parent as capital contributions or Subordinated Shareholder Loans to Sunrise HoldCo III or a Permitted Affiliate Parent or from the issuance or sale (other than to a Restricted Subsidiary (as defined in Clause 10.4 (Change of Control))) of Capital Stock (other than Disqualified Stock) of Sunrise HoldCo III or a Permitted Affiliate Parent, in each case to the extent designated as an Excluded Contribution by Sunrise HoldCo III or a Permitted Affiliate Parent.” (j) Delete Clause 21.13(c) (Restrictions on Financial Indebtedness) and delete limb (d) of the definition of Restricted Person in Clause 1.1 (Definitions) (and make any necessary renumbering changes accordingly).


 
60 154559541_4 8. Permitted Payment: (a) Amend Clause 21.14(c)(xiv)(A) to include “(directly or indirectly)” after the words “an amount equal to such payment is reinvested”. (b) Amend the definition of Permitted Payment to delete “under paragraph (vii) of that definition” from Clause 21.14(c)(xii) (Restricted Payments). (c) Amend the definition of Permitted Payment to delete “and” at the end of Clause 21.14(c)(xxxvi)(B) and instead insert it at the end of Clause 21.14(c)(xxxvi)(C) and insert a new limb (D) in Clause 21.14(c)(xxxvi) (Restricted Payments) as follows: “(D) any property received in connection with such transaction shall not constitute (i) a cure pursuant to Clause 22.4 (Cure provisions) or (ii) an Excluded Contribution, up to the amount of such Permitted Payment made under this Clause 21.14(c)(xxxvi);” (d) Amend the definition of Permitted Payment by inserting: (i) a new Clause 21.14(c)(xlii) (Restricted Payments) as follows: “in connection with any transfer of the equity interests in a member of the Borrower Group provided that (A) the ratio of Senior Net Debt to Annualised EBITDA would not be greater than it was immediately prior to the relevant transfer and (B) such member of the Borrower Group whose equity interests have been transferred pursuant to this paragraph, becomes an Affiliate Subsidiary or member of the Borrower Group within 3 Business Days of such transfer;”; (ii) a new Clause 21.14(c)(xliii) (Restricted Payments) as follows: “following a Public Offering of Sunrise HoldCo III or a Permitted Affiliate Parent or any Parent, the declaration and payment by Sunrise HoldCo III, any Permitted Affiliate Parent or any Parent, or the making of any cash payments, advances, loans, dividends or distributions to any Parent to pay, dividends or distributions on the Capital Stock, common stock or common equity interests of Sunrise HoldCo III, any Permitted Affiliate Parent or any Parent; provided that the aggregate amount of all such dividends or distributions under this paragraph shall not exceed in any financial year the greater of (A) 6 per cent. of the Net Cash Proceeds of such Public Offering or subsequent equity offering by Sunrise HoldCo III or any Permitted Affiliate Parent or contributed to the capital of Sunrise HoldCo III or any Permitted Affiliate Parent by any Parent in any form other than Financial Indebtedness or Excluded Contributions and (B) following the Initial Public Offering, an amount equal to the greater of (1) 7 per cent. of the Market Capitalisation and (2) 7 per cent. of the IPO Market Capitalisation; and”; and (iii) a new Clause 21.14(c)(xliv) (Restricted Payments) as follows:


 
61 154559541_4 “in an aggregate amount outstanding at any time not to exceed the aggregate cash amount of Excluded Contributions, or consisting of non- cash Excluded Contributions, or Investments in exchange for or using as consideration Investments previously made under this Clause.”. (e) Insert the following definitions in Clause 1.1 (Definitions) in their correct alphabetic positions in connection with the new Clause 21.14(c)(xliii) (Restricted Payments): ““Initial Public Offering” means an equity offering of common stock or other common equity interests of Sunrise HoldCo III, any Permitted Affiliate Parent or any Parent (the “IPO Entity”) following which there is a Public Market and, as a result of which, the shares of the common stock or other common equity interests of the IPO Entity in such offering are listed on an internationally recognised exchange or traded on an internationally recognised market. “IPO Market Capitalisation” means an amount equal to (a) the total number of issued and outstanding shares of Capital Stock of the IPO Entity at the time of closing of the Initial Public Offering multiplied by (b) the price per share at which such shares of common stock or common equity interests are sold or distributed in such Initial Public Offering. “Market Capitalisation” means an amount equal to (a) the total number of issued and outstanding shares of Capital Stock of the IPO Entity on the date of the declaration of the relevant dividend, multiplied by (b) the arithmetic mean of the closing prices per share of such Capital Stock for the 30 consecutive trading days immediately preceding the date of the declaration of such dividend. “Net Cash Proceeds” means, with respect to any issuance or sale of Capital Stock, Subordinated Shareholder Loans or other capital contributions, the Cash proceeds of such issuance or sale net of legal fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commission and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements). “Public Market” means at any time after an equity offering has been consummated, shares of common stock or other common equity interests of the IPO Entity having a market value in excess of €75,000,000 on the date of such equity offering have been distributed pursuant to such equity offering. “Public Offering” means any offering, including an Initial Public Offering, of shares of common stock or other common equity interests that are listed on an exchange or publicly offered (which shall include any offering pursuant to Rule 144A and/or Regulation S under the United States Securities Act of 1933 to professional market investors or similar persons).”


 
62 154559541_4 9. Loans and guarantees: (a) Delete “, provided that no Obligor shall make a loan to any other member of the Borrower Group unless, within 60 days of making that loan:” from Clause 21.15(a) (Loans and guarantees) and also delete Clause 21.15(a)(i) and (ii) (Loans and guarantees) and make any consequential changes. (b) Amend Clause 21.15(h)(v) to replace the reference to “30 days” with “60 days”. (c) Delete Clause 21.15(bb) (Loans and guarantees) and replace it with the following: “(bb) any guarantee of any Financial Indebtedness of any Parent that is given by an Affiliate Subsidiary or another member of the Borrower Group provided that (i) on the date of incurrence of such guarantee the ratio of Total Net Debt to Annualised EBITDA on a pro forma basis would not exceed 5.50:1 (provided that outstanding Total Net Debt for the purpose of calculating such ratio under this paragraph shall include any Financial Indebtedness represented by guarantees by any member of the Borrower Group of Financial Indebtedness of any Parent), (ii) such guarantee is expressed to be subordinated to the liabilities of such Affiliate Subsidiary or other member of the Borrower Group (as applicable) under the Finance Documents and (iii) no Event of Default is continuing or occurs as a result of such Financial Indebtedness of that Parent being raised or issued;”. 10. Transfers by Lenders: (a) Amend Clause 30.3(k) (Transfers by Lenders) to include “or Clause 29.9 (Replacement of Lenders)” after “under Clause 10.7 (Right of prepayment and cancellation in relation to a single Lender)”. (b) Amend the new language to be included as a new Clause 30.3(b) (Transfers by Lenders) pursuant to paragraph 5(a) of Schedule 11 of this Agreement to insert “other than Clause [30.12] (Sub-participation)” immediately after “Notwithstanding any other provision of this Agreement”.21 11. Historic references: Delete any historic references which are no longer relevant (for example, references to Priority Pledge) to the extent not materially prejudicial to the interests of the Lenders and make any consequential changes. 12. Releases: (a) Add a new paragraph (f) and a new paragraph (g) to Clause 29.4 (Release of Guarantees and Security) as follows: “(f) The Security Agent shall (and it is hereby authorised by the other Finance Parties to) at the cost of Sunrise HoldCo III, execute such documents as may be required or desirable to effect the release of any guarantees and/or Security which 21 R&G note – this will be inserted once creeper 3(c) contained in the Ninth Amendments, Waivers, Consents and Other Modifications schedule has been included.


 
63 154559541_4 it is necessary or desirable to release in connection with any Permitted Tax Reorganisation provided that any equivalent guarantees and/or Security in respect of any other Pari Passu Lien Obligations are released simultaneously.”; and “(g) The Security Agent shall (and it is hereby authorised by the other Finance Parties to) upon the occurrence of a Permitted Guarantee Release, at the cost of Sunrise HoldCo III, execute such documents as may be required or desirable to effect the release of any guarantees and Security (other than Security in respect of (i) the shares in Sunrise HoldCo III and (ii) intercompany receivables payable by Sunrise HoldCo III) granted by Sunrise HoldCo IV.” (b) Insert new definitions in Clause 1.1 (Definitions) in their correct alphabetic positions in connection with the new paragraphs (f) and (g) in Clause 29.4 (Release of Guarantees and Security) as follows: ““Pari Passu Lien Obligations” means any Financial Indebtedness that has equal or substantially equal Security Interest priority to the Facilities on the Security (taking into account any intercreditor arrangements). “Permitted Guarantee Release” means the release, at the option of Sunrise HoldCo III at any time when all Pari Passu Lien Obligations permit, of any guarantee granted by Sunrise HoldCo IV provided that all other guarantees granted by Sunrise HoldCo IV in connection with all other Pari Passu Lien Obligations are released simultaneously.” 13. Permitted Security: (a) At paragraph (k) of the definition of Permitted Security Interest in Clause 1.1 (Definitions), insert the words “or any Refinancing Indebtedness in respect of such Finance Leases, sale and leaseback arrangements or Vendor Financing Arrangements” after reference to “Clause 21.13(b)(xviii) (Restrictions on Financial Indebtedness)”. (b) At paragraph (m) of the definition of Permitted Security Interest in Clause 1.1 (Definitions), insert the words “and Security Interests created, incurred or assumed in connection with any Refinancing Indebtedness in respect of Financial Indebtedness pursuant to which any Security Interest over or affecting any asset (including any shares) acquired by a member of the Borrower Group after the Signing Date was granted” after the first reference to “the relevant acquisition or transaction”. (c) At paragraph (i) of the definition of Permitted Security Interest in Clause 1.1 (Definitions), insert the words “and Security Interests created, incurred or assumed in connection with any Refinancing Indebtedness in respect of Financial Indebtedness pursuant to which any Security Interest over or affecting any asset of, or shares in, any person which becomes a member of the Borrower Group


 
64 154559541_4 after the Signing Date was granted” after the first reference to “the relevant acquisition or transaction”. (d) Insert a new paragraph (uu) to the definition of Permitted Security Interest in Clause 1.1 (Definitions) as follows: “any Security Interest arising under clause 24 or 25 of the general banking conditions (algemene bankvoorwaarden) of any member of the Dutch Banking Association.” (e) Insert a new paragraph (H) in paragraph (t)(ii) of the definition of Permitted Security Interest in Clause 1.1 (Definitions) as follows (and make any necessary consequential changes): “(H) Financial Indebtedness which is permitted under sub-paragraph (xxxvi) of the definition of Permitted Financial Indebtedness,” once the amendment detailed at paragraph 7(h) of this Schedule 13 has been implemented. (f) Insert a new paragraph (F) in paragraph (u)(ii) of the definition of Permitted Security Interest in Clause 1.1 (Definitions) as follows (and make any necessary consequential changes): “(F) Financial Indebtedness which is permitted under sub-paragraph (xxxvi) of the definition of Permitted Financial Indebtedness,” once the amendment detailed at paragraph 7(h) of this Schedule 13 has been implemented. 14. Unrestricted Subsidiary: Delete the definition of Unrestricted Subsidiary in Clause 1.1 (Definitions) and replace it with the following: ““Unrestricted Subsidiary” means any Subsidiary of Sunrise HoldCo III, any Subsidiary of any Permitted Affiliate Parent and any Subsidiary of an Affiliate Subsidiary that is not an Obligor which is designated by Sunrise HoldCo III or any Permitted Affiliate Parent in writing as an Unrestricted Subsidiary.” 15. Increased Costs: (a) Amend Clause 17.1(a) (Increased Costs) to delete both references to “the Signing Date” and replace with “the later of the date upon which (i) the Finance Party, who has incurred any Increased Cost which is the subject of this Clause, becomes a Party in accordance with the provisions of this Agreement and (ii) in the case of a Lender where the Facility under which such Lender initially had a Commitment when it became a Party has been cancelled, the first day of the Availability Period for the Facility under which such Lender has a Commitment (it being acknowledged that, where such Lender has Commitments under more than one Facility and such Facilities’ Availability Periods commenced on different dates, the relevant date shall be the earlier of those dates)”. (b) Delete paragraph (b) of Clause 17.2 (Increased cost claims) and replace it with the following: “Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate (giving reasonable details of the circumstances giving rise to such claim and of the calculation of the Increased Cost) confirming (i) the amount of its Increased Costs or, if applicable, the Increased Costs of any of its Affiliates, (ii) that it


 
65 154559541_4 is its policy or current practice to seek to recover such Increased Costs to a similar extent from other similar borrowers in relation to similar existing facilities (such similarity, in each case, determined by reference to the treatment of borrowers and facilities under the law or regulation giving rise to the relevant Increased Cost) and (iii) that it had not already taken such Increased Costs into account as part of its fees and pricing in connection with the Facilities, a copy of which shall be provided to Sunrise HoldCo III at the same time as such certificate is delivered to the Facility Agent, provided that no Finance Party shall be required to disclose information it is not legally allowed to disclose or in respect of which it is bound by contractual requirements of confidentiality or which is otherwise price-sensitive information prohibited from being disclosed pursuant to applicable law or regulation.” 16. Legal Reservations: (a) Insert a new definition in Clause 1.1 (Definitions) as follows: ““Legal Reservations” means: (a) the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court, the principle of reasonableness and fairness, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, court protection, examinership, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors; (b) the time barring of claims under applicable limitation laws, the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of stamp duty may be void and defences of set-off or counterclaim; and (c) any other general principles which are set out as qualifications or reservations as to matters of law in any legal opinion delivered under any Finance Document including (whether or not set out in such legal opinion) the qualification that security purporting to create fixed charges may create floating charges.” (b) Amend Clause 10.4(d)(iii) (Change of Control) to delete reference to “substantially similar qualifications to those made in the legal opinions referred to in Schedule 2 (Conditions Precedent Documents)” and replace with reference to “the Legal Reservations”. (c) Amend Clause 20.4(a) (Legal validity) to delete reference to “any relevant reservations or qualifications as to matters of law contained in any legal opinion referred to in Part 1 of Schedule 2 (Conditions Precedent Documents) or (as applicable) paragraph 13 of Part 2 of Schedule 2 (Conditions Precedent Documents)” and replace with reference to “the Legal Reservations”. (d) Amend Clauses 20.4(b) and (c) (Legal validity) to delete reference to “any relevant reservation or qualification as to matters of law contained in any legal opinion referred to in paragraph (a) above” and replace with reference to “the Legal Reservations”. (e) Amend Clause 20.6(a) (Consents) to delete reference to “any relevant reservations or qualifications contained in any legal opinion referred to in Clause 20.4(a) (Legal validity) above” and replace with a reference to “the Legal Reservations”.


 
66 154559541_4 (f) Amend paragraph 3 of Schedule 11 (Agreed Security Principles) to delete reference to “any legal opinion referred to in Clause 20.4 (Legal Validity)” and replace with reference to “the Legal Reservations”. 17. Financial Covenant: (a) Amend the definition of Senior Debt in Clause 22.1 (Financial definitions) to delete limb (c) of such definition and replace it with the following: “(c) any Financial Indebtedness referred to in Clauses 21.13(b)(viii), 21.13(b)(xii), 21.13(b)(xiii), 21.13(b)(xxix) and 21.13(b)(xxxiv) (Restrictions on Financial Indebtedness);”. (b) Amend the definition of Senior Debt in Clause 22.1 (Financial definitions) to delete limb (d) of such definition and replace it with the following: (d) any Financial Indebtedness referred to in Clause 21.13(b)(xi) or 21.13(b)(xxxii) (Restrictions on Financial Indebtedness), for a period of six months following the date of completion of an acquisition referred to in Clause 21.13(b)(xi) or 21.13(b)(xxxii) (Restrictions on Financial Indebtedness) only;”. 18. Borrower Group: Amend the definition of Borrower Group in Clause 1.1 (Definitions) to insert “and any Subsidiary of such Affiliate Subsidiary that is designated as a member of the Borrower Group by Sunrise HoldCo III or a Permitted Affiliate Parent [(provided that such designation shall only remain in effect whilst the relevant Affiliate Subsidiary has not been the subject of an Affiliate Subsidiary Release)]22” after the reference to “Affiliate Subsidiary” in paragraph (c) of the definition of Borrower Group. 19. Intra-Group Services: Amend the definition of Intra-Group Services in Clause 1.1 (Definitions): (a) insert “, including stock and other incentive plans” into limb (c)(ii) after “other benefits”; (b) delete limb (c)(iv) and replace with the following: “(iv) the provision of treasury, audit, accounting, banking, strategy, IT, branding, marketing, network, technology, research and development, installation and customer service, telephony, office, administrative, compliance, payroll or other similar services; and”; (c) delete “, in the ordinary course of business and on terms not materially less favourable to the relevant member of the Borrower Group than arms’ length terms,” in limb (d). 22 R&G note – language to be included once Affiliate Subsidiary Release concept is included from previous set of UPC/Sunrise creepers.


 
67 154559541_4 20. Holding Company Expenses: Amend limb (e) of the definition of Holding Company Expenses in Clause 1.1 (Definitions) to include “and/or a Permitted Tax Reorganisation” after “Post-Closing Reorganisation”. 21. Business: Amend the definition of “Business” in Clause 1.1 (Definitions) as follows: (a) insert a new limb (c) as follows and re-letter the existing limbs (c) and (d) accordingly: “(c) other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which any Parent or any member of the Borrower Group are engaged from time to time, including, without limitation, all forms of television, telephony (including, for the avoidance of doubt, mobile telephony) and internet services and any services relating to carriers, networks, broadcast or communications services, or Content;” and (b) amend the existing limb (c) by inserting “, (c)” immediately after “(b)”. 22. Resignation of Obligors: Amend the definition of Borrower in Clause 1.1 (Definitions) to insert “or Clause [●] (Resignation of an Obligor (other than Sunrise HoldCo III))” immediately after “Clause 30.2 (Transfers by Obligors)”23. 23. Default: Amend the definition of Default in Clause 1.1 (Definitions) to insert “provided that any such event or circumstance which requires the satisfaction of a condition as to materiality before it becomes an Event of Default shall not be a Default unless that condition is satisfied” after “be an Event of Default”. 24. Acceleration: Amend Clause 23.18 (Acceleration) and Clause 23.19 (Maintenance Covenant Revolving Facility Acceleration) to insert a new paragraph as follows (and to make the consequential changes required to the numbering of the existing paragraphs in Clause 23.18 (Acceleration) and Clause 23.19 (Maintenance Covenant Revolving Facility Acceleration)): “(b) Any notice of Default or Event of Default, notice of acceleration or instruction to the Facility Agent to provide a notice of Default or Event of Default or notice of acceleration, or to take any other action with respect to an alleged Default or Event of Default, may not be given with respect to any Default or Event of Default notified to the Facility Agent, reported publicly or which the Facility Agent otherwise became aware of, in each case, more than two years prior to such notice or instruction.”. 25. Permitted Transaction: (a) Amend the definition of Permitted Transaction in Clause 1.1 (Definitions) to insert a new paragraph as follows: “any acquisition or purchase of a spectrum license;”. 23 R&G note – insertion of reference to new “Resignation of an Obligor (other than Sunrise HoldCo III)” clause to occur once “Resignation of Obligors” creeper contained in the Eighth Amendments, Waivers, Consents and Other Modifications schedule has been included.


 
68 154559541_4 (b) Amend the definition of Permitted Transaction in Clause 1.1 (Definitions) to insert new paragraphs as follows: “any step, circumstance or transaction which is mandatorily required by law (including arising under an order of attachment or injunction or similar legal process);”; and “any intermediate steps or actions necessary to implement steps, circumstances, payments or transactions permitted or not prohibited by this Agreement;”. (c) Amend the definition of Permitted Transaction in Clause 1.1 (Definitions) to insert a new paragraph (i) as follows: “so long as no [Default or Event of Default of the type specified in Clause 21.2 (Non- payment)]/[Relevant Event]24 has occurred and is continuing, Investments in any person to the extent that, after giving pro forma effect to any such Investment, the ratio of Senior Net Debt to Annualised EBITDA would not exceed 4.50 to 1.00;” (d) Insert a new definition in Clause 1.1 (Definitions) as follows: ““Investment” means, with respect to any person, all investments by such person in other persons (including Affiliates) in the form of any direct or indirect advance, loan (other than advances or extensions of credit to customers in the ordinary course of business) or other extensions of credit (including by way of guarantee or similar arrangement, but excluding any debt or extension of credit represented by a bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Financial Indebtedness or other similar instruments issued by, such person and all other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.” 26. Cash Equivalent Investment: Amend paragraph (a) of the definition of Cash Equivalent Investment in Clause 1.1 (Definitions) to insert “, the government of Switzerland” immediately after “the relevant member state of the European Union”. 27. Reference Banks: Delete the definition of Reference Banks in Clause 1.1 (Definitions) and replace it with the following: ““Reference Banks” means, subject to Clause 30.9 (Reference Banks), the principal London offices of such banks as may be approved by the Facility Agent with the consent of Sunrise HoldCo III and such banks.” 28. Representations: Amend Clause 20.20(a) (Times for making representations and warranties) by deleting “on the date of each Request and”. 29. Financial information: (a) Delete the following “(provided however, that to the extent any reports are filed on the SEC’s website or Sunrise HoldCo III’s website, such reports shall be deemed supplied to the Facility Agent in sufficient copies for all Lenders)” from Clause 21.2(a) 24 To refer to Relevant Event once the amendment detailed at paragraph 3 of this Schedule 13 has been implemented


 
69 154559541_4 (Financial information) and replace it with “(provided however, that (x) to the extent any reports are filed on the SEC’s website or Sunrise HoldCo III’s website, such reports shall be deemed supplied to the Facility Agent in sufficient copies for all Lenders and (y) the information required to be included in a certificate signed by a director of Sunrise HoldCo III pursuant to Clause 21.2(a)(iii)(B) shall only be required to be included in a certificate which is supplied to the Facility Agent for the benefit of the Lenders under Maintenance Covenant Revolving Facilities and, as such, such information shall not be required to be supplied to the Facility Agent in sufficient copies for, or for distribution to, all Lenders, and as such a separate certificate which does not include such information may be provided to the Facility Agent for the benefit of the other Lenders)”. (b) Delete Clauses 21.2(a)(iv) and 21.2(a)(v). 30. Priority: Delete Clause 21.20 (Priority). 31. Share security: (a) Amend Clause 21.21(b) (Share security) to insert “within 60 days of the date that such shares are issued” immediately after “pursuant to the terms of a Security Document”. (b) Amend Clause 21.21(c) (Share security) to insert “provided that the Facility Agent (acting in its sole discretion) may elect to waive the requirements of this Clause 21.21(c) (Share security) if Sunrise HoldCo III gives an undertaking in a form reasonably satisfactory to it that such requirements will be satisfied within 60 days of the date that such shares are issued” immediately after “may reasonably require”. (c) Amend Clause 21.21(f) (Share security) to delete “upon issue” and insert “within 60 days of the date that such shares are issued” immediately after “in favour of the Beneficiaries”. 32. Breach of other obligations: (a) Delete Clause 23.3(a) (Breach of other obligations) (and make any necessary renumbering changes accordingly). (b) Amend Clause 23.3(b) (Breach of other obligations) by deleting “in paragraph (a) above or” immediately after “(other than those referred to”. 33. Expenses: (a) Amend Clause 26.1 (Transaction Expenses) to include “which are properly documented and are” immediately after “(including legal fees, subject to any agreed caps)”. (b) Amend Clause 26.2 (Amendment Costs) to include “which are properly documented and are” immediately after “(including legal fees, subject to any agreed caps)”. (c) Amend Clause 26.3 (Enforcement Costs) to include “which are properly documented and are” immediately after “(including legal fees)”.


 
70 154559541_4 34. Counterparts: Amend Clause 36 (Counterparts) to replace the first reference to “This Agreement” with “A Finance Document (other than a Security Document governed by the laws of a jurisdiction which requires such Security Document to be signed on a single copy in order for such Security Document to grant a valid and enforceable Security Interest)” and replace the second reference to “this Agreement” with “such Finance Document”. 35. Ultimate Parent: Amend the definition of Ultimate Parent in Clause 1.1 (Definitions) by adding a new paragraph (b) as follows and renumbering the existing paragraphs accordingly: (b) upon consummation of any transaction whereby Liberty Global PLC has a Parent, “Ultimate Parent” will mean the top tier Parent above Liberty Global PLC and its successors;”. 36. Notices: Amend Clause 37 (Notices) to replace each reference to “this Agreement” with “a Finance Document unless specified to the contrary in such Finance Document”. 37. Breach of Intercreditor Agreement: (a) [Reserved] (b) Delete Clause 21.14(c) (Breach of Intercreditor Agreement). 38. Additional Obligor Conditions Precedent: (a) [Reserved] (b) Delete paragraph 3(a) of Part 2 (To be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents) and make any necessary renumbering changes accordingly. (c) Delete paragraph 3(b) of Part 2 (To be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents) once the amendment detailed at paragraph 1(a) of this Schedule 13 has been implemented and make any necessary renumbering changes accordingly. (d) Amend paragraph 3(c) of Part 2 (To be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents) to delete “, together with a Pledge of Subordinated Shareholder Loans executed by the Additional Guarantor in respect of such Financial Indebtedness and the other documents referred to in Clause 21.22(a) (Shareholder Loans)” and replace it with “and, to the extent that Sunrise HoldCo III elects that such Financial Indebtedness should constitute Subordinated Shareholder Loans, a pledge over the instrument pursuant to which such proposed Subordinated Shareholder Loans have or has been advanced”. (e) Delete paragraph 3(d) of Part 2 (To be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents) once the amendment detailed at paragraph 43 of this Schedule 13 has been implemented and make any necessary renumbering changes accordingly.


 
71 154559541_4 (f) Delete paragraph 4 of Part 2 (To be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents) and make any necessary renumbering changes accordingly. (g) Delete paragraph 7(b) of Part 2 (To be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents) and make any necessary consequential and renumbering changes accordingly. 39. Form of Request and Cancellation Notice: (a) Amend Part 1 (Form of Request (Advances)) and Part 2 (Form of Cancellation and/or Prepayment Notice) of Schedule 3 (Form of Request and Cancellation Notice) to include reference to “Revolving Facility” wherever there is a reference to “Additional Facility”. (b) Amend Part 1 (Form of Request (Advances)) and Part 3 (Form of Request (Documentary Credits)) of Schedule 3 (Form of Request and Cancellation Notice) to delete reference to “We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Request” and replace it with “We confirm that each condition specified in Clause 4.2 (Further conditions precedent) that is required to be satisfied on the date of this Request is satisfied or (where required to be satisfied on the proposed Utilisation Date) is or will be satisfied on such Utilisation Date”. (c) Amend Part 3 (Form of Request (Documentary Credits)) of Schedule 3 (Form of Request and Cancellation Notice) to insert “Documentary Credit” immediately prior to each reference to “Beneficiary”. 40. Personal liability: Amend Clause 1.2(j) (Construction) to delete the wording immediately after “that member of the Wider Group in a” and replace it with “Finance Document, certificate or other document required to be delivered under any Finance Document.” 41. Change of Control: Amend the definition of Controlling Company in Clause 10.4 (Change of Control) to delete “and” at the end of paragraph (A) and to delete Clause 10.4(b) (Change of Control) (and make any necessary consequential amendments) and instead include such language as new paragraphs below paragraph (B) as follows: “(C) after a Post-Closing Reorganisation, New Intermediate Holdco and its successors; or (D) after a Spin-Off in which LGEF and its successors (or if a Permitted Affiliate Group Designation Date has occurred, the Common Holding Company and its successors) is no longer a Parent of Sunrise HoldCo III Holdco (or if a Permitted Affiliate Group Designation Date has occurred, a common Parent of Sunrise HoldCo III Holdco and any Permitted Affiliate Parent), a Parent of Sunrise HoldCo III Holdco (or if a Permitted Affiliate Group Designation Date has occurred, a common Parent of Sunrise HoldCo III Holdco and any Permitted Affiliate Parent) designated by Sunrise HoldCo III and any successors of such Parent;”


 
72 154559541_4 42. Enforcement of and undertakings in relation to certain agreements: Delete Clause 21.3A (Enforcement of and undertakings in relation to certain agreements) and Clause 21.3(c) (Information – Miscellaneous). 43. Shareholder Loans: Delete Clause 21.22 (Shareholder Loans) and make any other necessary consequential amendments. 44. Further security over receivables: Delete Clause 21.23 (Further security over receivables) and make any other necessary consequential amendments. 45. Sunrise Financing: Delete Clause 21.26(a) (Sunrise Financing) and replace it with the following: “(a) Each Borrower will ensure that the proceeds of any loan made to Sunrise Financing by Sunrise HoldCo III or Sunrise FinCo II and the proceeds of any drawing made by Sunrise Financing shall be (i) used to prepay or repay any third party Financial Indebtedness to the extent not prohibited under this Agreement or (ii) invested by way of intercompany loan or equity subscription in one or more other members of the Borrower Group within five Business Days of receipt of such proceeds or, as the case may be, the relevant Utilisation Date.” 46. Cross default: Delete Clause 23.5(e) (Cross default). 47. Insolvency: Delete Clause 23.6(c) (Insolvency) and make any necessary renumbering changes accordingly. 48. Additional Obligors: (a) Amend Clause 30.8(b) (Additional Obligors) and 30.8(d) (Additional Obligors) to delete “or (ii)”. (b) Amend Clause 30.8(c)(i) to insert “under that Facility” immediately after “Majority Lenders”. (c) Delete Clause 30.8(c)(iv). 49. Amendments and Waivers: Insert a new Clause 29.1(c) (Required consents) as follows “In respect of any request for a consent, waiver, amendment or other vote under the Finance Documents, a Lender may not vote part (but may vote all) of its Commitments in favour or against such request and a Lender may not abstain from voting part (but may abstain from voting all) of its Commitments in respect of such request, other than, in each case, with the prior written consent of Sunrise HoldCo III (in its sole discretion) and, in the event that any Lender purports to vote (or abstain from voting) its Commitments in breach of this paragraph (c) in respect of any request made by a member of the Borrower Group, such Lender shall be deemed to have voted all of its Commitments in favour of such request.” 50. Agreed Security Principles: Delete paragraph 3(a)(ii)(C) of Schedule 11 (Agreed Security Principles).


 
73 154559541_4 51. Cure provisions: (a) Delete Clause 22.4(a) (Cure provisions) and replace with the following: “(a) Sunrise HoldCo III may cure a breach of the financial ratio set out in Clause 22.2 (Financial Ratio) by procuring that: (i) additional equity is injected into, and/or additional Subordinated Shareholder Loans are provided to, one or more members of the Borrower Group in an aggregate amount equal to or greater than the amount which if it had been deducted from Senior Net Debt for the Ratio Period in respect of which the breach arose, would have avoided the breach; (ii) additional equity is injected, and/or additional Subordinated Shareholder Loans are provided to, one or more members of the Borrower Group in an aggregate amount equal to or greater than the amount which if it had been added to EBITDA for the Ratio Period in respect of which the breach arose, would have avoided the breach; (iii) any Revolving Facility Outstandings, Outstandings under any Additional Revolving Facility and/or net indebtedness under any Ancillary Facility are prepaid (from any source selected by Sunrise HoldCo III in its sole discretion) in an amount which if such prepayment had occurred immediately prior to the calculation on the last day of the Ratio Period in respect of which the breach arose, the Financial Ratio Test Condition as at the last day of that Ratio Period would have not been met and therefore the financial ratio would not have been required to be tested; (iv) non-cash assets are contributed to one or more members of the Borrower Group in an aggregate amount (determined by reference to such non-cash assets’ fair market value (as determined by Sunrise HoldCo III in good faith)) equal to or greater than the amount which if it had been deducted from Senior Net Debt for the Ratio Period in respect of which the breach arose, would have avoided the breach; or (v) non-cash assets are contributed to one or more members of the Borrower Group in an aggregate amount (determined by reference to such non-cash assets’ EBITDA (as determined by Sunrise HoldCo III in good faith)) equal to or greater than the amount which if it had been added to EBITDA for the Ratio Period in respect of which the breach arose, would have avoided the breach.” (b) Delete Clause 22.4(b) (Cure provisions) and replace with the following: “(b) A cure under this Clause 22.4 will not be effective unless: (i) in the case of paragraphs (a)(i), (a)(ii), (a)(iv) and (a)(v) an amount equal to or greater than the required amount of additional equity, the proceeds


 
74 154559541_4 of any Subordinated Shareholder Loans, the EBITDA of the non-cash assets or the amount of non-cash assets (as applicable) are received by one or more members of the Borrower Group; or (ii) in the case of paragraph (a)(iii) above, any Revolving Facility Outstandings, Outstandings under any Additional Revolving Facility and/or net indebtedness under any Ancillary Facility that are required to be prepaid are so repaid, in each case, within 30 Business Days of delivery of the financial statements delivered under Clause 21.2 (Financial information) which show that Clause 22.2 (Financial Ratio) has been breached (“Cure Period”).” (c) Delete Clause 22.4(d) (Cure provisions) and replace with the following: “(d) Sunrise HoldCo III shall make an election (at its sole discretion) by notice to the Facility Agent prior to the end of the Cure Period as to whether a breach of the financial ratio set out in Clause 20.2 (Financial Ratio) shall be cured pursuant to a recalculation as described in either sub-paragraph (a)(i), (a)(ii), (a)(iii), (a)(iv) or (a)(v) above.” (d) Delete Clause 22.4(e) (Cure provisions) and replace with the following: “(e) If Sunrise HoldCo III makes an election for a recalculation as described in sub- paragraphs (a)(i), (a)(ii), (a)(iv) and (a)(v) above, it shall be under no obligation to apply the amount of additional equity, the proceeds of any Subordinated Shareholder Loans or the amount of non-cash assets that are received by one or more members of the Borrower Group in prepayment of the Facilities or for any other specific purpose and such amount will be deemed to be deducted from Senior Net Debt or added to EBITDA for the purposes of Clause 22.2 (Financial Ratio) (as applicable) as at the last day of the relevant Ratio Period.” (e) Delete Clause 22.4(h) (Cure provisions) and replace with the following: “(h) Where a cure is exercised under this Clause 22.4 in respect of a breach of Clause 22.2 (Financial Ratio) for any financial quarter and Sunrise HoldCo III makes an election for a recalculation as described in sub-paragraph (a)(ii) or (a)(v) above, the amount of additional equity, the proceeds of any Subordinated Shareholder Loans or the EBITDA of the non-cash assets (as applicable) that are received by one or more members of the Borrower Group shall also be added in calculating EBITDA for any future Ratio Period that includes such financial quarter. Any Adjustments pursuant to this paragraph will not be treated as a separate cure.” 52. Capital Stock: Move the definition of Capital Stock from Clause 10.4 (Change of Control) to its correct alphabetic position in Clause 1.1 (Definitions) and make any necessary consequential changes. 53. Contractual recognition of bail-in:


 
75 154559541_4 (a) [Reserved] (b) [Reserved] (c) Amend limb (b) of the definition of Write-down and Conversion Powers in Clause 1.1 (Definitions) to insert “other than the UK Bail-In Legislation” immediately after “any other applicable Bail-In Legislation”. (d) Delete limb (c) of the definition of Write-down and Conversion Powers in Clause 1.1 (Definitions) and replace it with: “(c) in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers.”


 
76 154559541_4 SCHEDULE 14 TENTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 14 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement. In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement. 1. Determinations – Option A: Delete clause 22.5 (Determinations) in its entirety and replace it as follows: (a) Financial Indebtedness of the Borrower Group originally denominated in any currency other than CHF that has been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into CHF, will be taken into account at its CHF equivalent using the effective exchange rate in the relevant foreign exchange hedging transactions. (b) Unless stated to the contrary in this Agreement, all the terms used above are to be calculated in accordance with the Relevant Accounting Principles. (c) Notwithstanding paragraphs (a) and (b) above, Hedged Debt (as defined below) will be taken into account at its CHF equivalent calculated using the same weighted average exchange rates for the relevant Ratio Period used in the profit and loss statements of the relevant accounts of the Borrower Group for calculating the CHF equivalent of EBITDA denominated in the same currency as the currency in which that Hedged Debt is denominated or into which it has been swapped, as described below. “Hedged Debt” means: (i) Financial Indebtedness of the Borrower Group originally denominated in any currency other than CHF in which any member of the Borrower Group earns EBITDA (a “functional currency”) and that has not been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into CHF; and (ii) Financial Indebtedness of the Borrower Group that has been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into a functional currency. (d) If there is a dispute as to any interpretation of or computation for Clause 22.1 (Financial definitions), the interpretation or computation of the auditors of Sunrise HoldCo III shall prevail.


 
77 154559541_4 2. Determinations – Option B: Delete clause 22.5 (Determinations) in its entirety and replace it as follows: (a) Financial Indebtedness of the Borrower Group originally denominated in any currency other than CHF that has been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into CHF, will be taken into account at its CHF equivalent using the effective exchange rate in the relevant foreign exchange hedging transactions. (b) Financial Indebtedness of the Borrower Group originally denominated in any currency other than CHF that has not been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into CHF, will be taken into account at its CHF equivalent using: (i) if the Borrower Group has generated EBITDA in the relevant Ratio Period denominated in that currency, the same weighted average exchange rates for the relevant Ratio Period used in the profit and loss statements of the relevant accounts of the Borrower Group for calculating the CHF equivalent of EBITDA denominated in that currency; or (ii) if the Borrower Group has not generated EBITDA in the relevant Ratio Period denominated in that currency, the weighted average exchange rates for the relevant Ratio Period determined by Sunrise HoldCo III acting reasonably, provided that if a calculation is being made in connection with the incurrence of that Financial Indebtedness, at the election of Sunrise HoldCo III in its sole discretion, it may be taken into account at its CHF equivalent using the Agent’s Spot Rate of Exchange at the time of that calculation. (c) Unless stated to the contrary in this Agreement, all the terms used above are to be calculated in accordance with the Relevant Accounting Principles. (d) If there is a dispute as to any interpretation of or computation for Clause 22.1 (Financial definitions), the interpretation or computation of the auditors of Sunrise HoldCo III shall prevail. 3. Determinations – Option C: Delete clause 22.5 (Determinations) in its entirety and replace it as follows: (a) Financial Indebtedness and EBITDA of the Borrower Group originally denominated in any currency other than CHF may, at the election and determination of Sunrise HoldCo III in its sole discretion, be taken into account at its CHF equivalent using: (i) the weighted average exchange rates for the relevant period determined by Sunrise HoldCo III acting reasonably;


 
78 154559541_4 (ii) exchange rates otherwise consistent with the exchange rate methodology applied in the financial statements required to be delivered under Clause 21.2(a)(i) or (ii) (Financial information); (iii) in connection with Financial Indebtedness of the Borrower Group only, the effective exchange rates in respect of any related foreign exchange hedging transactions; or (iv) the spot rate on the relevant date (such rate as elected and determined by Sunrise HoldCo III acting reasonably). (b) Unless stated to the contrary in this Agreement, all the terms used above are to be calculated in accordance with the Relevant Accounting Principles. (c) If there is a dispute as to any interpretation of or computation for Clause 22.1 (Financial definitions), the interpretation or computation of the auditors of Sunrise HoldCo III shall prevail. 4. General CHF amendments: Amend all references to “Euro”, “Euros” or “€” to refer to “CHF” in all provisions of the Credit Agreement and/or the Intercreditor Agreement related to baskets, thresholds, ratios, permissions, financial covenant calculations and covenants (including, without limitation, in the definition of Cash and clause 1.5 (Exchange Rates) provided that, for the avoidance of doubt, there shall be no change to any number referenced in the Credit Agreement and the Intercreditor Agreement based on a foreign exchange differential. 5. Deferred consideration for receivables financings: Add a new paragraph in Clause 21.15 (Loans and guarantees) as follows: “any loan made or credit given to any person that acquires receivables directly or indirectly from any member of the Borrower Group in connection with any asset securitisation programme or receivables factoring transaction.”


 
79 154559541_4 SIGNATORIES [DELIBERATELY LEFT BLANK]


 
Execution Version 162931889_11 PROJECT PIGUET US$ 650,000,000 ADDITIONAL FACILITY AAA1 ACCESSION AGREEMENT To: The Bank of Nova Scotia as Facility Agent and Security Agent From: The persons listed in Schedule 1 to this Additional Facility AAA1 Accession Agreement (the “Additional Facility AAA1 Lenders”, such defined term to include any lender which becomes a New Lender in respect of Facility AAA1, by the execution by the Facility Agent of a Transfer Agreement substantially in the form set out in Schedule 3A (Transfer Agreement) to this Additional Facility AAA1 Accession Agreement). Date: 2 October 2025 Sunrise HoldCo III B.V. – Credit Agreement dated 16 January 2004 as amended from time to time (the “Credit Agreement”) 1. In this Additional Facility AAA1 Accession Agreement: “Additional Facility AAA Accession Agreement” means the US$ 1,300,000,000 additional facility AAA accession agreement originally dated 31 January 2025 and made between, among others, Sunrise Financing Partnership as borrower and the Facility Agent, as amended and restated pursuant to a supplemental deed dated 30 June 2025. “Existing Interest Period” means the Interest Period which is current in respect of the outstanding Facility AAA Advance as at the first Utilisation Date in respect of the Facility AAA1 Advance. “Facility AAA” means the US$ 1,300,000,000 term loan facility made available under the Additional Facility AAA Accession Agreement. “Facility AAA Advance” means each U.S. Dollar denominated advance made to Sunrise Financing by the Additional Facility AAA Lenders under Facility AAA. “Facility AAA1” means the US$ 650,000,000 term loan facility made available under this Additional Facility AAA1 Accession Agreement. “Facility AAA1 Advance” means each U.S. Dollar denominated advance made to Sunrise Financing by the Additional Facility AAA1 Lenders under Facility AAA1. “Facility AAA1 Commitment” means, in relation to an Additional Facility AAA1 Lender, the amount in U.S. Dollars set opposite its name under the heading “Facility AAA1 Commitment” in Schedule 1 (Additional Facility AAA1 Lenders and Commitments) of this Additional Facility AAA1 Accession Agreement and any such Facility AAA1 Commitment transferred to it or assumed by it under the Credit Agreement, in each case, to the extent not cancelled, reduced or transferred by it under this Additional Facility AAA1 Accession Agreement or the Credit Agreement. “Liberty Global Reference Agreement” means any or all of: Exhibit 4.7 2 162931889_11 (i) the credit agreement dated 5 March 2015 between, among others, Ziggo Secured Finance B.V. as SPV borrower and The Bank of Nova Scotia as facility agent; (ii) the credit agreement dated 24 May 2019 between, among others, DLG Acquisitions Limited as parent and National Westminster Bank plc as facility agent; (iii) the credit agreement dated 7 June 2013 between, among others, Virgin Media Investment Holdings Limited as company and The Bank of Nova Scotia as facility agent; (iv) the credit agreement dated 1 August 2007 between, among others, Telenet NV as borrower and The Bank of Nova Scotia as facility agent; (v) the credit agreement dated 17 June 2021 between, among others, Virgin Media Ireland Limited as borrower and The Bank of Nova Scotia as facility agent; (vi) the indenture dated 18 October 2017 in respect of the $550,000,000 5.500% senior notes due 2028 issued by Sunrise HoldCo IV B.V. (formerly UPC Holding B.V.); (vii) the indenture dated 13 December 2017 in respect of the $1,000,000,000 5.500% senior secured notes due 2028 and €600,000,000 3.500% senior secured notes due 2028 issued by Telenet Finance Luxembourg Notes S.à r.l.; (viii) the indenture dated 28 October 2019 in respect of $700,000,000 aggregate principal amount of 4.875% senior secured notes due 2030 and €502,500,000 aggregate principal amount of 2.875% senior secured notes due 2030 issued by Ziggo B.V.; (ix) the facilities agreement dated 18 December 2020 between, among others, VZ Financing I B.V. as borrower, VZ Vendor Financing II B.V. as lender and The Bank of New York Mellon, London Branch acting as administrator, in respect of the advance of certain proceeds of the €700,000,000 aggregate principal amount of 2.875% vendor financing notes due 2029 issued by VZ Vendor Financing II B.V.; (x) the indenture dated 8 November 2024 in respect of $575,000,000 aggregate principal amount of 6.125% senior notes due 2032 issued by Ziggo Bond Company B.V.; (xi) the indenture dated 22 June 2020 in respect of €500,000,000 aggregate principal amount of 3.750% senior notes due 2030 issued by Virgin Media Finance plc; (xii) the facilities agreement dated 24 June 2020 in respect of the advance of certain proceeds of the $500,000,000 aggregate principal amount of 3 162931889_11 5.000% vendor financing notes due 2028 issued by Virgin Media Vendor Financing Notes IV Designated Activity Company; (xiii) the indenture dated 29 June 2020 in respect of £450,000,000 aggregate principal amount of 4.125% senior secured notes due 2030 and $650,000,000 aggregate principal amount of 4.500% senior secured notes due 2030 issued by Virgin Media Secured Finance plc; (xiv) the indenture dated 24 September 2020 in respect of £600,000,000 aggregate principal amount of 4.000% senior secured notes due 2029, €950,000,000 aggregate principal amount of 3.250% senior secured notes due 2031 and $1,350,000,000 aggregate principal amount of 4.250% senior secured notes due 2031 issued by VMED O2 UK Financing plc; (xv) the indenture dated 20 January 2022 in respect of $1,525,000,000 aggregate principal amount of 5.000% sustainability-linked senior secured notes due 2032 and €750,000,000 aggregate principal amount of 3.500% sustainability-linked senior secured notes due 2032 issued by VZ Secured Financing B.V.; (xvi) the indenture dated 3 April 2024 in respect of €600,000,000 aggregate principal amount of 5.625% senior secured notes due 2032 issued by VMED O2 UK Financing I plc; and (xvii) the indenture dated 3 April 2024 in respect of $750,000,000 aggregate principal amount of 7.750% senior secured notes due 2032 issued by VMED O2 UK Financing I plc, (in each case as amended from time to time up to the date of this Additional Facility AAA1 Accession Agreement). “Majority Additional Facility AAA1 Lenders” means Additional Facility AAA1 Lenders, the aggregate of whose Facility AAA1 Commitments exceeds 50 per cent. of the Total Additional Facility AAA1 Commitments. “Original Margin” means in relation to Facility AAA1, 2.50 per cent. per annum. “Sunrise Financing” means Sunrise Financing Partnership. “Sunrise HoldCo III” means Sunrise HoldCo III B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), having its official seat (statutaire zetel) in Amsterdam, the Netherlands, registered with the Dutch trade register under number 34139182. “Total Additional Facility AAA1 Commitments” means, at any time, the aggregate of the Facility AAA1 Commitments. 2. Unless otherwise defined in this Additional Facility AAA1 Accession Agreement, terms defined in the Credit Agreement shall have the same meaning in this Additional Facility AAA1 Accession Agreement and a reference to a Clause is a reference to a Clause of the Credit Agreement. The principles of construction set out in Clause 1.2 (Construction) 4 162931889_11 of the Credit Agreement apply to this Additional Facility AAA1 Accession Agreement as though they were set out in full in this Additional Facility AAA1 Accession Agreement. 3. We refer to Clause 2.4 (Additional Facilities) of the Credit Agreement. This Additional Facility AAA1 Accession Agreement is an Additional Facility Accession Agreement for the purposes of the Credit Agreement. 4. This Additional Facility AAA1 Accession Agreement will take effect on the date on which the Facility Agent notifies Sunrise Financing, Sunrise HoldCo III and the Additional Facility AAA1 Lenders that it has received the documents and evidence set out in Schedule 2 (Conditions Precedent Documents to the Effective Date) to this Additional Facility AAA1 Accession Agreement, in each case, in form and substance satisfactory to it (acting reasonably) or, as the case may be, the requirement to provide any such documents or evidence has been waived by the Facility Agent on behalf of the Majority Additional Facility AAA1 Lenders (the “Effective Date”). The Facility Agent must give this notification to Sunrise HoldCo III, Sunrise Financing and the Additional Facility AAA1 Lenders promptly upon being so satisfied. 5. We, the Additional Facility AAA1 Lenders, agree: (a) to become party to and to be bound by the terms of the Credit Agreement as Lenders in accordance with Clause 2.4 (Additional Facilities) of the Credit Agreement; and (b) to become party to the Intercreditor Agreement as Senior Lenders and to observe, perform and be bound by the terms and provisions of the Intercreditor Agreement in the capacity of Senior Lender, as if we had been an original party to the Intercreditor Agreement. 6. The Additional Facility Commitment in relation to an Additional Facility AAA1 Lender (for the purpose of the definition of Additional Facility Commitment in Clause 1.1 (Definitions) of the Credit Agreement) is its Facility AAA1 Commitment. 7. Any interest due in relation to Facility AAA1 will be payable on the last day of each Interest Period and otherwise in accordance with Clause 12 (Interest) of the Credit Agreement. 8. The Additional Facility Availability Period for Facility AAA1 shall be the period from and including the Effective Date to and including the date that is 45 Business Days thereafter (or any other date agreed between the Additional Facility AAA1 Lenders and Sunrise Financing). At the end of the Additional Facility Availability Period for Facility AAA1, the Available Commitments in respect of Facility AAA1 shall automatically be cancelled and the Available Commitments in respect of Facility AAA1 for each Additional Facility AAA1 Lender shall automatically be reduced to zero. 9. Subject to the terms of this Additional Facility AAA1 Accession Agreement, the Additional Facility AAA1 Lenders make available to Sunrise Financing a term loan facility in an amount equal to the aggregate of the Total Additional Facility AAA1 Commitments. Facility AAA1 may be drawn by up to two Advances (or any other number of Advances agreed between the Additional Facility AAA1 Lenders and Sunrise


 
5 162931889_11 Financing) and no more than two Requests (or any other number of Requests agreed between the Additional Facility AAA1 Lenders and Sunrise Financing) may be made in respect of Facility AAA1 under the Credit Agreement. 10. The first Interest Period to apply to each Facility AAA1 Advance will be a period running from the first Utilisation Date in respect of that Facility AAA1 Advance up to (and including), at the election of the Borrower: (a) any date selected by the Borrower which is within six months of the first Utilisation Date; (b) the last Business Day of the Existing Interest Period; or (c) provided that the Existing Interest Period has less than one month until expiry (as at the first Utilisation Date), the date falling six months after the last Business Day of the Existing Interest Period. 11. Each Facility AAA1 Advance will be used for general corporate and/or working capital purposes, including without limitation, the buyback, redemption, refinancing, repayment or prepayment of any existing indebtedness of the Borrower Group or any affiliate of the Borrower Group, any dividend, distribution, loan or other payment to any shareholder of the Borrower Group and/or the payment of any fees and expenses in connection with Facility AAA1 and the transactions related thereto. 12. The Final Maturity Date in respect of Facility AAA1 will be 15 February 2032 or such other date agreed between the Additional Facility AAA1 Lenders and Sunrise Financing. 13. Each outstanding Facility AAA1 Advance will be repaid in full on the Final Maturity Date in respect of Facility AAA1. 14. The Margin in relation to Facility AAA1 is the Original Margin subject to any adjustment made in accordance with paragraph 15 or such other rate agreed between the Additional Facility AAA1 Lenders and the Sunrise Financing. 15. (a) Sunrise HoldCo III shall, on or prior to 30 September in each financial year, beginning with the financial year ending 31 December 2026 up to and including the financial year ending 31 December 2031: (i) procure that the Sustainability Report in relation to the immediately preceding financial year is published on Sunrise’s website; or (ii) deliver the Sustainability Report in relation to the immediately preceding financial year to the Facility Agent. (b) From (and including) the date on which the Sustainability Report for any financial year (commencing with the Sustainability Report for the financial year ending 31 December 2025) has been published on Sunrise’s website or delivered to the Facility Agent, Sunrise HoldCo III shall supply to the Facility Agent, as soon as reasonably practicable (and, in any event, within 15 Business Days) after 6 162931889_11 the Sustainability Report for the relevant financial year is published on Sunrise’s website or delivered to the Facility Agent: (i) an ESG Certificate signed by a director of Sunrise HoldCo III confirming whether the Women in Leadership Roles KPI and the Science Based Target (Scope 1 and 2) KPI, and (from and including the financial year ending 31 December 2026) the Science Based Target (Scope 3) KPI have been achieved for that financial year; and (ii) an Auditor’s Report. (c) The Original Margin shall be adjusted as follows: (i) if no KPI Expiry Event has occurred and Sunrise HoldCo III has failed to deliver or publish (as the case may be) a Sustainability Report and/or the accompanying ESG Certificate and/or (if applicable) Auditor’s Report in accordance with paragraphs (a) and (b) above: (A) in respect of a financial year ending on or prior to 31 December 2025, the Original Margin shall be increased by 0.0300 per cent. per annum; and (B) in respect of a financial year ending on or after 31 December 2026 up to and including the financial year ending 31 December 2030, the Original Margin shall be increased by 0.0500 per cent. per annum, in each case, from (and including) 1 October in that financial year (if Sunrise HoldCo III has failed to deliver or publish a Sustainability Report in accordance with paragraph (a) above) or the date falling 16 Business Days after the date on which the Sustainability Report has been published for that financial year (if the Sustainability Report has been delivered or published but Sunrise HoldCo III has failed to deliver an ESG Certificate and/or (if applicable) Auditor’s Report in accordance with paragraph (b) above) until (but excluding) the date on which Sunrise HoldCo III has delivered or published a Sustainability Report and delivered an ESG Certificate and (if applicable) Auditor’s Report to the Facility Agent; (ii) if a KPI Expiry Event has occurred and Sunrise HoldCo III has failed to deliver or publish (as the case may be) a Sustainability Report and/or the accompanying ESG Certificate and/or (if applicable) Auditor’s Report in accordance with paragraphs (a) and (b) above, the Original Margin shall be increased by: (A) in respect of a financial year ending on or before 31 December 2025: (1) if the Remaining KPI (as defined below) is the Women in Leadership Roles KPI, 0.0100 per cent. per annum; 7 162931889_11 (2) if the Remaining KPI is the Science Based Target (Scope 1 and 2) KPI, 0.0200 per cent. per annum; or (B) in respect of a financial year ending on or after 31 December 2026 up to and including the financial year ending 31 December 2030: (1) if the Remaining KPIs are the Women in Leadership Roles KPI and the Science Based Target (Scope 1 and 2) KPI, 0.0300 per cent. per annum; (2) if the Remaining KPIs are the Science Based Target (Scope 1 and 2) KPI and the Science Based Target (Scope 3) KPI, 0.0400 per cent. per annum; or (3) if the Remaining KPIs are the Women in Leadership Roles KPI and the Science Based Target (Scope 3) KPI, 0.0300 per cent. per annum, in each case, from (and including) 1 October in that financial year (if Sunrise HoldCo III has failed to deliver or publish a Sustainability Report in accordance with paragraph (a) above) or the date falling 16 Business Days after the date on which the Sustainability Report has been published for that financial year (if the Sustainability Report has been delivered or published but Sunrise HoldCo III has failed to deliver an ESG Certificate and/or (if applicable) Auditor’s Report in accordance with paragraph (b) above) until (but excluding) the date on which Sunrise HoldCo III has delivered or published a Sustainability Report and delivered an ESG Certificate and (if applicable) Auditor’s Report to the Facility Agent; (iii) if no KPI Expiry Event has occurred and Sunrise HoldCo III has delivered or published (as the case may be) a Sustainability Report and the accompanying ESG Certificate and (if applicable) Auditor’s Report certifying that: (A) in respect of a financial year ending on or before 31 December 2025: (1) both the Women in Leadership Roles KPI and the Science Based Target (Scope 1 and 2) KPI have been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be reduced by 0.0300 per cent. per annum; (2) the Women in Leadership Roles KPI has been achieved but the Science Based Target (Scope 1 and 2) KPI has not been achieved, in each case for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be increased by 0.0100 per cent. per annum; 8 162931889_11 (3) the Science Based Target (Scope 1 and 2) KPI has been achieved but the Women in Leadership Roles KPI has not been achieved, in each case for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be reduced by 0.0100 per cent. per annum; or (4) neither the Women in Leadership Roles KPI nor the Science Based Target (Scope 1 and 2) KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be increased by 0.0300 per cent. per annum; and (B) in respect of a financial year ending on or after 31 December 2026 up to and including the financial year ending 31 December 2030: (1) the Women in Leadership Roles KPI, the Science Based Target (Scope 1 and 2) KPI, and the Science Based Target (Scope 3) KPI have been achieved for the financial year that the Sustainability Report, ESG Certificate, and (if applicable) Auditor’s Report relate to, the Original Margin shall be reduced by 0.0500 per cent. per annum; (2) the Women in Leadership Roles KPI and the Science Based Target (Scope 3) KPI have been achieved, but the Science Based Target (Scope 1 and 2) KPI has not been achieved for the financial year that the Sustainability Report, ESG Certificate, and (if applicable) Auditor’s Report relate to, the Original Margin shall be reduced by 0.0100 per cent. per annum; (3) the Science Based Target (Scope 1 and 2) KPI and the Science Based Target (Scope 3) KPI have been achieved, but the Women in Leadership Roles KPI has not been achieved for the financial year that the Sustainability Report, ESG Certificate, and (if applicable) Auditor’s Report relate to, the Original Margin shall be reduced by 0.0300 per cent. per annum; (4) the Women in Leadership Roles KPI and the Science Based Target (Scope 1 and 2) KPI have been achieved, but the Science Based Target (Scope 3) KPI has not been achieved for the financial year that the Sustainability Report, ESG Certificate, and (if applicable) Auditor’s Report relate to, the Original Margin shall be reduced by 0.0100 per cent. per annum, provided that if the Scope 3 Buffer Concession applies, the Original Margin shall be reduced by 0.0300 per cent. per annum (if applicable);


 
9 162931889_11 (5) the Women in Leadership Roles KPI has been achieved, but neither the Science Based Target (Scope 1 and 2) KPI nor the Science Based Target (Scope 3) KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate, and (if applicable) Auditor’s Report relate to, the Original Margin shall be increased by 0.0300 per cent. per annum, provided that if the Scope 3 Buffer Concession applies, the Original Margin shall be increased by 0.0100 per cent. per annum (if applicable); (6) the Science Based Target (Scope 1 and 2) KPI has been achieved, but neither the Women in Leadership Roles KPI nor the Science Based Target (Scope 3) KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate, and (if applicable) Auditor’s Report relate to, the Original Margin shall be increased by 0.0100 per cent. per annum, provided that if the Scope 3 Buffer Concession applies, the Original Margin shall be reduced by 0.0100 per cent. per annum (if applicable); (7) the Science Based Target (Scope 3) KPI has been achieved, but neither the Women in Leadership Roles KPI nor the Science Based Target (Scope 1 and 2) KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate, and (if applicable) Auditor’s Report relate to, the Original Margin shall be increased by 0.0100 per cent. per annum; or (8) neither the Women in Leadership Roles KPI, the Science Based Target (Scope 1 and 2) KPI, nor the Science Based Target (Scope 3) KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate, and (if applicable) Auditor’s Report relate to, the Original Margin shall be increased by 0.0500 per cent. per annum, provided that if the Scope 3 Buffer Concession applies, the Original Margin shall be increased by 0.0300 per cent. per annum (if applicable), in each case, from (and including) the date of delivery of the ESG Certificate and (if applicable) Auditor’s Report until (but excluding) the earlier of: (x) the date on which Sunrise HoldCo III has delivered or published a Sustainability Report for the next financial year in accordance with paragraph (a) above and delivered the accompanying ESG Certificate and/or (if applicable) Auditor’s Report in accordance with paragraph (b) above; and (y) 1 October (if Sunrise HoldCo III has failed to deliver or publish a Sustainability Report in accordance with paragraph (a) above) or the date falling 16 Business Days after the date on which the next Sustainability Report has been delivered or published (if the Sustainability Report has been delivered or published but Sunrise 10 162931889_11 HoldCo III has failed to deliver an ESG Certificate and (if applicable) Auditor’s Report in accordance with paragraph (b) above); or (iv) if a KPI Expiry Event has occurred and Sunrise HoldCo III has delivered or published (as the case may be) a Sustainability Report and the accompanying ESG Certificate and (if applicable) Auditor’s Report certifying that: (A) in respect of a financial year ending on or before 31 December 2025: (1) where the Remaining KPI is the Women in Leadership Roles KPI and such Remaining KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be reduced by 0.0100 per cent. per annum; (2) where the Remaining KPI is the Science Based Target (Scope 1 and 2) KPI and such Remaining KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be reduced by 0.0200 per cent. per annum; (3) where the Remaining KPI is the Women in Leadership Roles KPI and such Remaining KPI has not been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be increased by 0.0100 per cent. per annum; or (4) where the Remaining KPI is the Science Based Target (Scope 1 and 2) KPI and such Remaining KPI has not been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be increased by 0.0200 per cent. per annum; and (B) in respect of a financial year ending on or after 31 December 2026 up to and including the financial year ending 31 December 2030: (1) where the Remaining KPIs are the Women in Leadership Roles KPI and the Science Based Target (Scope 1 and 2) KPI and: (a) such Remaining KPIs have been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be reduced by 0.0300 per cent. per annum; 11 162931889_11 (b) the Women in Leadership Roles KPI has been achieved but the Science Based Target (Scope 1 and 2) KPI has not been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be increased by 0.0100 per cent. per annum; (c) the Women in Leadership Roles KPI has not been achieved but the Science Based Target (Scope 1 and 2) KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be reduced by 0.0100 per cent. per annum; or (d) such Remaining KPIs have not been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be increased by 0.0300 per cent. per annum; and (2) where the Remaining KPIs are the Women in Leadership Roles KPI and the Science Based Target (Scope 3) KPI and: (a) such Remaining KPIs have been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be reduced by 0.0300 per cent. per annum; (b) the Women in Leadership Roles KPI has been achieved but the Science Based Target (Scope 3) KPI has not been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be increased by 0.0100 per cent. per annum provided that if the Scope 3 Buffer Concession applies, the Original Margin shall be reduced by 0.0100 per cent. per annum (if applicable); (c) the Women in Leadership Roles KPI has not been achieved but the Science Based Target (Scope 3) KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be reduced by 0.0100 per cent. per annum; or 12 162931889_11 (d) such Remaining KPIs have not been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be increased by 0.0300 per cent. per annum provided that if the Scope 3 Buffer Concession applies, the Original Margin shall be increased by 0.0100 per cent. per annum (if applicable); and (3) where the Remaining KPIs are the Science Based Target (Scope 1 and 2) KPI and the Science Based Target (Scope 3) KPI and: (a) such Remaining KPIs have been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be reduced by 0.0400 per cent. per annum; (b) the Science Based Target (Scope 1 and 2) KPI has been achieved but the Science Based Target (Scope 3) KPI has not been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall not be changed provided that if the Scope 3 Buffer Concession applies, the Original Margin shall be reduced by 0.0200 per cent. per annum (if applicable); (c) the Science Based Target (Scope 1 and 2) KPI has not been achieved but the Science Based Target (Scope 3) KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall not be changed; or (d) such Remaining KPIs have not been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be increased by 0.0400 per cent. per annum provided that if the Scope 3 Buffer Concession applies, the Original Margin shall be increased by 0.0200 per cent. per annum (if applicable), in each case, from (and including) the date of delivery of the ESG Certificate and (if applicable) Auditor’s Report until (but excluding) the earlier of: (x) the date on which Sunrise HoldCo III has delivered or published a Sustainability Report for the next financial year in accordance with paragraph (a) above and delivered the accompanying


 
13 162931889_11 ESG Certificate and/or (if applicable) Auditor’s Report in accordance with paragraph (b) above; and (y) 1 October (if Sunrise HoldCo III has failed to deliver or publish a Sustainability Report in accordance with paragraph (a) above) or the date falling 16 Business Days after the date on which the next Sustainability Report has been delivered or published (if the Sustainability Report has been delivered or published but Sunrise HoldCo III has failed to deliver an ESG Certificate and (if applicable) Auditor’s Report in accordance with paragraph (b) above). (d) Any savings achieved by way of a reduction to the Original Margin pursuant to paragraphs (c)(iii)(A)(1), (c)(iii)(A)(3), (c)(iii)(B)(1), (c)(iii)(B)(2), (c)(iii)(B)(3), (c)(iii)(B)(4), (c)(iii)(B)(6), (c)(iv)(A)(1), (c)(iv)(A)(2), (c)(iv)(B)(1)(a), (c)(iv)(B)(1)(c), (c)(iv)(B)(2)(a), (c)(iv)(B)(2)(b), (c)(iv)(B)(2)(c), (c)(iv)(B)(3)(a) or (c)(iv)(B)(3)(b) above (a “Margin Saving”) shall be reinvested (or committed to be reinvested) in further environmental, social and governance (or equivalent) projects or initiatives (as determined by Sunrise HoldCo III in its sole discretion) of the ESG Group from time to time. (e) Sunrise HoldCo III shall include a statement in each ESG Certificate delivered to the Facility Agent in accordance with paragraph (b) above for any financial year in respect of which a Margin Saving has been achieved confirming that it has reinvested (or has committed to reinvest) in accordance with paragraph (d) above any such Margin Saving. (f) If either Sunrise HoldCo III and/or the Facility Agent (acting on the instructions of the Majority Additional Facility AAA1 Lenders), determines that the Women in Leadership Roles KPI and/or the Science Based Target (Scope 1 and 2) KPI and/or the Science Based Target (Scope 3) KPI and/or any Replacement KPI (as applicable) is no longer available, cannot be calculated, or is no longer appropriate with respect to the ESG Group (including but not limited to, as a result of material acquisitions, divestments, restructurings or other transactions) (an “Expired KPI”), such party may request, by written notice to the other parties supported with reasonable evidence why such negotiations should be initiated, that each such party shall negotiate in good faith with a view to agreeing: (i) one or more relevant new target key performance indicators (each a “Replacement KPI”) to replace the Women in Leadership Roles KPI and/or the Science Based Target (Scope 1 and 2) KPI and/or the Science Based Target (Scope 3) KPI and/or any prior Replacement KPI (as applicable); and/or (ii) appropriate amendments to the Women in Leadership Roles KPI and/or the Science Based Target (Scope 1 and 2) KPI and/or the Science Based Target (Scope 3) KPI and/or any prior Replacement KPI (as applicable); and/or (iii) any amendments to this Additional Facility AAA1 Accession Agreement that are necessary, consequential or desirable in connection with the foregoing. 14 162931889_11 (g) If Sunrise HoldCo III and the Facility Agent (acting on the instructions of the Majority Additional Facility AAA1 Lenders) agree on amendments to the Women in Leadership Roles KPI, the Science Based Target (Scope 1 and 2) KPI and/or the Science Based Target (Scope 3) KPI and/or any Replacement KPI (as applicable), to make amendments to include a Replacement KPI and/or any necessary, consequential or desirable amendments, such amendments will take effect for the purposes of this Additional Facility AAA1 Accession Agreement from the start of the next applicable financial year unless otherwise agreed between Sunrise HoldCo III and the Facility Agent. (h) If Sunrise HoldCo III has not engaged in negotiations (where applicable) or no agreement is reached between Sunrise HoldCo III and the Facility Agent (acting on the instructions of the Majority Additional Facility AAA1 Lenders) in relation to such Replacement KPI or such other amendments referred to in paragraph (e) above following a 60 day negotiation period, then either: (i) if: (A) in respect of a financial year ending on or before 31 December 2025, one of the Women in Leadership Roles KPI or the Science Based Target (Scope 1 and 2) KPI or any Replacement KPI remains available, can be calculated and is still appropriate with respect to the ESG Group (the “Remaining KPI”); or (B) in respect of a financial year ending on or after 31 December 2026 up to and including the financial year ending 31 December 2030, two of the Women in Leadership Roles KPI, the Science Based Target (Scope 1 and 2) KPI, the Science Based Target (Scope 3) KPI or any Replacement KPI remains available, can be calculated and is still appropriate with respect to the ESG Group (the “Remaining KPIs”); and (C) Sunrise HoldCo III elects by notice to the Facility Agent, then Facility AAA1 shall continue to be a sustainability-linked financing but the Expired KPI shall no longer be required to be tested or reported on in accordance with this paragraph 15 (a “KPI Expiry Event”); or (ii) in any other case, Facility AAA1 shall cease to be a sustainability linked- financing and any adjustment to the Original Margin in accordance with paragraph (c) above shall cease to apply from the end of the current financial year and the Original Margin shall apply without any such adjustment for the remaining life of Facility AAA1. (i) [Reserved]. (j) Notwithstanding any other term of the Finance Documents, failure to: (i) achieve the Women in Leadership Roles KPI, the Science Based Target (Scope 1 and 2) KPI, the Science Based Target (Scope 3) KPI and/or any 15 162931889_11 Replacement KPI in any financial year for which the applicable KPI is tested; (ii) deliver an ESG Certificate; (iii) reinvest or commit to reinvest any Margin Saving in accordance with paragraph (d) of this paragraph 15 or make any confirmation in relation to the same in accordance with paragraph (e) of this paragraph 15; (iv) publish or deliver (as the case may be) a Sustainability Report and/or an Auditor’s Report; and/or (v) comply with any other provision of this paragraph 15, shall not constitute a breach of any representation and warranty or undertaking in the Finance Documents and shall not result in the occurrence of a Default or an Event of Default (and shall have no effect other than as set out in this paragraph 15). (k) For the purposes of this paragraph 15: “Auditor’s Report” means a report or letter prepared by a Sustainability Auditor which contains a statement of limited assurance with regards to the satisfaction of the Science Based Target (Scope 1 and 2) KPI, the Science Based Target (Scope 3) KPI, the Women in Leadership Roles KPI and/or any Replacement KPI for the relevant financial year or the numbers used in the computation of the Science Based Target (Scope 1 and 2) KPI, the Science Based Target (Scope 3) KPI, the Women in Leadership Roles KPI and/or any Replacement KPI, provided that if the Sustainability Report for that financial year contains such statement of limited assurance, then the Sustainability Report will be deemed to constitute the Auditor’s Report for that financial year. “ESG Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of ESG Certificate) with such changes as may be agreed between Sunrise HoldCo III and the Facility Agent. “ESG Group” means (i) the Reporting Entity and its relevant Subsidiaries (as determined by Sunrise HoldCo III (acting in its sole discretion)) from time to time and (ii) any other person in respect of which the Reporting Entity has a direct or indirect ownership interest as may be designated for inclusion or exclusion by Sunrise HoldCo III (acting in its sole discretion) from time to time, in each case as applicable for the Women in Leadership Roles KPI, the Science Based Target (Scope 1 and 2) KPI, the Science Based Target (Scope 3) KPI and/or any Replacement KPI. “Leadership Role” means senior managers, senior directors, vice presidents and executive committee members, and any other individuals that hold a role rated level 5 or above in respect of the ESG Group’s management level structure from time to time. 16 162931889_11 “Margin” means the Original Margin subject to any adjustment made in accordance with paragraph 15. “Science Based Target (Scope 1 and 2) KPI” means, in respect of any financial year, a percentage reduction in the aggregate scope 1 and scope 2 greenhouse gas emissions of the Science Based Target (Scope 1 and 2) Model Group (on a combined basis), as compared to the Science Based Target (Scope 1 and 2) Model Baseline, which is equal to or greater than the percentage set out in column two of the table below for that financial year, in either case as may be adjusted by notice from Sunrise HoldCo III (acting in its sole discretion) to the Facility Agent to align with the final Science Based Target (Scope 1 and 2) Model and/or any internal annual targets of Sunrise HoldCo III from time to time: Year (1) Cumulative Reduction (2) Financial year ending 31 December 2025 22% Financial year ending 31 December 2026 27% Financial year ending 31 December 2027 32% Financial year ending 31 December 2028 36% Financial year ending 31 December 2029 41% Financial year ending 31 December 2030 46% “Science Based Target (Scope 1 and 2) Model” means the model initially approved by the Science Based Targets initiative on 6 September 2024 as agreed and/or updated from time to time (including as updated by Sunrise HoldCo III to reflect any changes in calculation methodology that arise as a result of the adoption by Sunrise HoldCo III (or any other member of the ESG Group) of (in the reasonable opinion of Sunrise HoldCo III) more accurate calculation methodologies). “Science Based Target (Scope 1 and 2) Model Baseline” means the aggregate scope 1 and scope 2 greenhouse gas emissions of the Science Based Target (Scope 1 and 2) Model Group (on a combined basis) for the financial year ending 31 December 2022, being 2,637 tCO2e as may be adjusted by notice from Sunrise HoldCo III (acting in its sole discretion) to the Facility Agent to align with the final Science Based Target (Scope 1 and 2) Model and/or any internal annual targets of Sunrise HoldCo III from time to time. “Science Based Target (Scope 1 and 2) Model Group” means the members of the ESG Group that are set out in the Science Based Target (Scope 1 and 2) Model. “Science Based Target (Scope 3) KPI” means, for the relevant financial year in column one of the table below, a percentage reduction in the aggregate scope 3 greenhouse gas emissions of the Science Based Target (Scope 3) Model Group (on a combined basis), as compared to the Science Based Target (Scope 3) Model Baseline, which is equal to or greater than the percentage set out in column two of the table below, as such table may be adjusted by notice from Sunrise HoldCo III (acting in its sole discretion) to the Facility Agent to align with the final


 
17 162931889_11 Science Based Target (Scope 3) Model and/or any internal annual targets of Sunrise HoldCo III from time to time: Year (1) Cumulative Reduction (2) Financial year ending 31 December 2025 9.8% Financial year ending 31 December 2026 10.3% Financial year ending 31 December 2027 11.6% Financial year ending 31 December 2028 13.4% Financial year ending 31 December 2029 16.1% Financial year ending 31 December 2030 19.7% “Science Based Target (Scope 3) Model” means the model initially approved by the Science Based Targets initiative by Sunrise HoldCo III on 6 September 2024 as agreed and/or updated from time to time (including as updated by Sunrise HoldCo III to reflect any changes in calculation methodology that arise as a result of the adoption by Sunrise HoldCo III (or any other member of the ESG Group) of (in the reasonable opinion of Sunrise HoldCo III) more accurate calculation methodologies). “Science Based Target (Scope 3) Model Baseline” means the aggregate scope 3 greenhouse gas emissions of the Science Based Target (Scope 3) Model Group (on a combined basis) for the financial year ending 31 December 2022, being 182,151 tCO2e as may be adjusted by notice from Sunrise HoldCo III (acting in its sole discretion) to the Facility Agent to align with the final Science Based Target (Scope 3) Model and/or any internal annual targets of Sunrise HoldCo III from time to time. “Science Based Target (Scope 3) Model Group” means the members of the ESG Group that are set out in the Science Based Target (Scope 3) Model. “Scope 3 Buffer Concession” means, in respect of the Science Based Target (Scope 3) KPI, if for the relevant financial year in column one of the table in the definition of Science Based Target (Scope 3) KPI, the percentage reduction in the aggregate scope 3 greenhouse gas emissions of the Science Based Target (Scope 3) Model Group (on a combined basis), as compared to the Science Based Target (Scope 3) Model Baseline, is less than the percentage set out in column two of the table therein but within 2% of such percentage, as such table may be adjusted by notice from Sunrise Holdco III to the Facility Agent to align with the final Science Based Target (Scope 3) Model and/or any internal annual targets of Sunrise Holdco III from time to time. “Sustainability Auditor” means a third-party auditor, environmental consultant, independent ratings agency or industry professional, in each case, of international repute or national repute in Switzerland, any member state of the European Union, the United States or the United Kingdom appointed by Sunrise HoldCo III (or its Affiliates) in its sole discretion from time to time. “Sustainability Report” means: 18 162931889_11 (i) the annual corporate responsibility summary report relating to, amongst other things, the annual sustainability report issued by the ESG Group or an integrated financial and non-financial management report issued by the ESG Group (or such other sustainability and/or corporate responsibility report relating to the ESG Group) containing the data relevant to the Women in Leadership Roles KPI, the Science Based Target (Scope 1 and 2) KPI, (if applicable) the Science Based Target (Scope 3) KPI and (if applicable) any Replacement KPI, and published on Sunrise’s website or delivered to the Facility Agent; or (ii) if the data directly used to ascertain whether the Women in Leadership Roles KPI, the Science Based Target (Scope 1 and 2) KPI and/or (if applicable) the Science Based Target (Scope 3) KPI and/or (if applicable) any Replacement KPI has been achieved for a financial year is contained in the financial statements delivered pursuant to Clause 21 (Undertakings) of the Credit Agreement for that financial year, the financial statements for such financial year delivered pursuant to Clause 21 (Undertakings) of the Credit Agreement. “Women in Leadership Roles KPI” means for the relevant financial year in column one of the table below, the number of women in a Leadership Role as a per cent. of all Leadership Roles is equal to or greater than the percentage set out in column two of the table below, as may be adjusted by notice from Sunrise HoldCo III (acting in its sole discretion) to the Facility Agent from time to time: Year (1) Women in Leadership Roles (2) Financial year ending 31 December 2025 18.1% Financial year ending 31 December 2026 19.3% Financial year ending 31 December 2027 20.5% Financial year ending 31 December 2028 21.8% Financial year ending 31 December 2029 23.0% Financial year ending 31 December 2030 25.0% 16. Notwithstanding anything to the contrary in any Finance Document, an amendment or waiver to the margin ratchet provisions in paragraph 15 of this Additional Facility AAA1 Accession Agreement shall only require the prior consent of Sunrise Financing and the Facility Agent (acting on the instructions of the Majority Additional Facility AAA1 Lenders). 17. The Borrower in relation to Facility AAA1 is Sunrise Financing. 18. Facility AAA1 is made available as a term loan. 19. Each Facility AAA1 Advance shall be a Term Rate Advance under the Credit Agreement and all provisions applying to Term Rate Advances shall apply to Facility AAA1 Advances. The interest rate for Facility AAA1 will be calculated in accordance with paragraph (c) of Clause 12.1 (Calculation of Interest – Term Rate Advances) of the Credit Agreement, being the sum of the applicable Term Reference Rate and the 19 162931889_11 applicable Margin. The Reference Rate Terms set out in Part 3: Term Rate Advance – US Dollar of Schedule 13 (Reference Rate Terms) shall apply to Facility AAA1 provided that no Credit Adjustment Spread shall apply. For the avoidance of doubt, each party to this Additional Facility AAA1 Accession Agreement accepts and acknowledges that if, at the time of calculation, the Term Reference Rate as specified in Part 3: Term Rate Advance – US Dollar of Schedule 13 (Reference Rate Terms) is determined to be below zero per cent., then such Term Reference Rate will be deemed to be zero per cent. 20. Each Facility AAA1 Advance shall be issued at 99.50% of par provided that no original issue discount shall be payable on any Facility AAA1 Advance arising from an increase in the Facility AAA1 Commitments effected in accordance with paragraph 4 (OID Fees Funding) of the Mandate Letter. 21. [Reserved] 22. (a) This Additional Facility AAA1 Accession Agreement constitutes a further Additional Facility AAA Accession Agreement as referred to in paragraph 22(a) of the Additional Facility AAA Accession Agreement. It is the intention of the parties that Facility AAA be upsized by the original principal amount of Facility AAA1 and accordingly, on the first date that the Interest Period for all Facility AAA1 Advances ends on same day as a Facility AAA Advance (the “Consolidation Date”), Facility AAA and Facility AAA1 shall constitute one single Additional Facility for all purposes of the Credit Agreement and the other Finance Documents. (b) The parties acknowledge and agree that: (i) provided that any further upsizing of Facility AAA permitted under paragraph 22 of the Additional Facility AAA Accession Agreement will not breach any term of the Credit Agreement, Facility AAA may be further upsized by any amount, by the signing of one or more further Additional Facility AAA Accession Agreements, that specify (along with the other terms specified therein) Sunrise Financing as the sole Borrower and which specify Additional Facility AAA Commitments denominated in U.S. Dollars, to be drawn in U.S. Dollars, with the same Final Maturity Date and Margin as specified in the Additional Facility AAA Accession Agreement; (ii) on and after the Consolidation Date, unless otherwise specified, references to Facility AAA Advances under the Additional Facility AAA Accession Agreement shall include Facility AAA1 Advances and any other Advance made under further Additional Facility AAA Accession Agreements described in paragraph (b)(i) of this paragraph 22; and (iii) where any Facility AAA Advance has not already been consolidated with any other Facility AAA Advance, on the last day of any Interest Period for that unconsolidated Facility AAA Advance, that unconsolidated Facility AAA Advance will be consolidated with any other Facility AAA 20 162931889_11 Advance which has an Interest Period ending on the same day as that unconsolidated Facility AAA Advance, and all such Facility AAA Advances will then be treated as one Facility AAA Advance. 23. For the purposes of any amendment or waiver, consent or other modification (including, with respect to any existing Default or Event of Default) that may be sought by Sunrise HoldCo III and Sunrise Financing under the Credit Agreement or any other Finance Document on or after the date of this Additional Facility AAA1 Accession Agreement, each Additional Facility AAA1 Lender hereby consents (in the capacity of a Lender and, if it is a Hedge Counterparty, in the capacity of a Hedge Counterparty), and agrees to procure, unless it is prohibited from doing so, that any of its Affiliates or Related Funds that are Hedge Counterparties or a Lender under a Revolving Facility or an Additional Revolving Facility consent (in their capacity as Hedge Counterparties or Lenders under a Revolving Facility or an Additional Revolving Facility, as applicable) to any and all of the following: (a) any and all amendments contemplated by Schedule 7 (Additional Amendments, Waivers, Consents and Other Modifications), Schedule 8 (Fourth Amendments, Waivers, Consents and Other Modifications), Schedule 9 (Fifth Amendments, Waivers, Consents and Other Modifications), Schedule 10 (Sixth Amendments, Waivers, Consents and Other Modifications), Schedule 11 (Seventh Amendments, Waivers, Consents and Other Modifications), Schedule 12 (Eighth Amendments, Waivers, Consents and Other Modifications), Schedule 13 (Ninth Amendments, Waivers, Consents and Other Modifications) and/or Schedule 14 (Tenth Amendments, Waivers, Consents and Other Modifications) of this Additional Facility AAA1 Accession Agreement (the “Approved Amendments”); (b) any consequential amendment, waiver, consent or other modification, whether effected by one instrument or through a series of amendments, to the Credit Agreement or any other Finance Document to be made either to implement the Approved Amendments or to conform any Finance Document to the Approved Amendments; and/or (c) any other amendment, waiver, consent or modification, whether effected by one instrument or through a series of amendments, to the Credit Agreement or any other Finance Document to be made to conform any Finance Document to any Liberty Global Reference Agreement provided that any amendment, waiver, consent or modification to conform the Credit Agreement or any other Finance Document to any Liberty Global Reference Agreement referred to at paragraphs (vi) to (xiv) (inclusive) of that definition shall be limited to those that are mechanical in nature unless specifically referenced in the Approved Amendments, and, in each case, any consequential amendments, waivers, consents or modifications, and this Additional Facility AAA1 Accession Agreement shall constitute each Additional Facility AAA1 Lenders’ irrevocable and unconditional written consent (in the capacity of a Lender and, if it is a Hedge Counterparty, in the capacity of a Hedge Counterparty) and the agreement of each Additional Facility AAA1 Lender to procure, unless it is prohibited from doing so, that each of its Affiliates and Related Funds that is


 
21 162931889_11 a Lender under a Revolving Facility or an Additional Revolving Facility or a Hedge Counterparty provides irrevocable and unconditional written consent in that capacity in respect of such amendments, waivers, consents or other modifications to the Finance Documents for the purposes of Clause 29 (Amendments and Waivers) of the Credit Agreement, Clause 28 (Consents, Amendments and Override) of the Intercreditor Agreement, and any clause in any other Finance Document relating to amendments of that Finance Document without any further action required on the part of any party thereto. 24. Each Additional Facility AAA1 Lender hereby acknowledges and agrees (in the capacity of a Lender and, if it is a Hedge Counterparty, in the capacity of a Hedge Counterparty), and agrees to procure, unless it is prohibited from doing so, that any of its Affiliates or Related Funds that are Hedge Counterparties or a Lender under a Revolving Facility or an Additional Revolving Facility acknowledge and agree (in their capacity as Hedge Counterparties or Lenders under a Revolving Facility or an Additional Revolving Facility, as applicable) that the Facility Agent and/or the Security Agent (as applicable) may, but shall not be required to, send to the Additional Facility AAA1 Lenders any further formal amendment request in connection with all, or any of the proposed amendments set out under paragraph 28 above and the Facility Agent and/or the Security Agent (as applicable) shall be authorised to consent on behalf of each Additional Facility AAA1 Lender, as a Lender under one or more Facilities and as a Hedge Counterparty under the Intercreditor Agreement, to any such proposed amendments set out under paragraph 28 above (and the Facility Agent and/or the Security Agent shall be authorised to enter into any necessary documentation in connection with the same), and such consent shall be taken into account in calculating whether the Majority Lenders, or the relevant requisite Lenders, or the Hedge Counterparties have consented to the relevant amendments and/or waivers or other modifications to the Finance Documents in accordance with Clause 29 (Amendments and Waivers) of the Credit Agreement, Clause 28 (Consents, Amendments and Override) of the Intercreditor Agreement, and any clause relating to amendments in any other Finance Document. 25. Each Additional Facility AAA1 Lender hereby waives (in the capacity of a Lender and, if it is a Hedge Counterparty, in the capacity of a Hedge Counterparty), and agrees to procure, unless it is prohibited from doing so, that any of its Affiliates or Related Funds that are Hedge Counterparties or a Lender under a Revolving Facility or an Additional Revolving Facility waive (in their capacity as Hedge Counterparties or Lenders under a Revolving Facility or an Additional Revolving Facility, as applicable) receipt of any fee in connection with the foregoing consents, notwithstanding that other consenting Lenders under the Credit Agreement or Hedge Counterparties under the Intercreditor Agreement may be paid a fee in consideration of such Lenders’ or Hedge Counterparties’ consent to any or all of the foregoing amendments, waivers, consents or other modifications. 26. Each Additional Facility AAA1 Lender confirms to each other Finance Party that: (a) it has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and such Obligor’s related entities in connection with its participation in Facility AAA1 being made available pursuant to this Additional Facility AAA1 Accession Agreement and has not relied on any 22 162931889_11 information provided to it by any other Finance Party in connection with any Finance Document; and (b) it will continue to make its own independent appraisal of the creditworthiness of each Obligor and such Obligor’s related entities while any amount is or may be outstanding under the Credit Agreement or any Additional Facility Commitment is in force. 27. Each of the Additional Facility AAA1 Lenders agrees that it will not, without the prior written consent of Sunrise HoldCo III (acting in its sole discretion), effect any transfer, novation, assignment or Sub-participation of any of its rights, benefits or obligations in respect of any Facility AAA1 Commitment under this Additional Facility AAA1 Accession Agreement prior to the date that such Facility AAA1 Commitment has been utilised unless such transfer, novation, assignment or Sub-participation is to an Affiliate of that Additional Facility AAA1 Lender provided that in each case: (a) (save for in respect of Sub-participations) such Affiliate has at least equivalent creditworthiness as the transferring Additional Facility AAA1 Lender; (b) no such transfer, novation, assignment or Sub-participation shall reallocate, reduce or release any Additional Facility AAA1 Lender’s obligation to fund its entire Facility AAA1 Commitment as at the date of this Additional Facility AAA1 Accession Agreement by the required time on each Utilisation Date in the event that any transferee or assignee (or any subsequent transferee or assignee) fails to do so; and (c) each Additional Facility AAA1 Lender shall retain exclusive control over all rights and obligations with respect to its Facility AAA1 Commitments as at the date of this Additional Facility AAA1 Accession Agreement (including, without limitation, all rights with respect to waivers, consents, modifications, amendments and confirmations in relation to the Finance Documents) until after the date that they are utilised, notwithstanding any such transfer, novation, assignment or Sub-participation. 28. Each of the Additional Facility AAA1 Lenders agrees that without prejudice to Clause 30.4 (Procedure for novations) of the Credit Agreement, each New Lender (as defined in the relevant Transfer Agreement referred to below) shall become, by the execution by the Facility Agent of a Transfer Agreement substantially in the form set out in Schedule 3A (Transfer Agreement) to this Additional Facility AAA1 Accession Agreement, bound by the terms of this Additional Facility AAA1 Accession Agreement as if it were an original party hereto as an Additional Facility AAA1 Lender and shall acquire the same rights, grant the same consents and assume the same obligations towards the other parties to this Additional Facility AAA1 Accession Agreement as would have been acquired, granted and assumed had the New Lender been an original party to this 23 162931889_11 Additional Facility AAA1 Accession Agreement as an Additional Facility AAA1 Lender. 29. We, the Additional Facility AAA1 Lenders, acknowledge and agree that the Lender Asset Security Release Confirmation has been delivered by the Facility Agent to the Lenders and that the Security Agent is therefore irrevocably authorised in accordance with Clause 21.28(a) (Asset Security Release) of the Credit Agreement to execute such documents as may be required to ensure that the Security (other than (a) any Security required to be granted under paragraph (b)(ii) of the definition of “80% Security Test” and (b) any Security provided over any account in connection with a Borrower providing cash cover for a Documentary Credit or an Ancillary Facility pursuant to Clause 6.9(a) (Cash Cover by Borrower) and Clause 1.2(a)(iv) (Construction) of the Credit Agreement) is released. 30. The Facility Office and address for notices of each Additional Facility AAA1 Lender for the purposes of Clause 37.2 (Addresses for notices) of the Credit Agreement will be that notified by each Additional Facility AAA1 Lender to the Facility Agent. 31. This Additional Facility AAA1 Accession Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law. 32. Clause 39 (Jurisdiction) of the Credit Agreement is incorporated into this Additional Facility AAA1 Accession Agreement as if set out in full and as if references in that clause to a “Finance Document” are references to this Additional Facility AAA1 Accession Agreement. 33. This Additional Facility AAA1 Accession Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart signature page of this Additional Facility AAA1 Accession Agreement by e­mail (PDF) or telecopy shall be as effective as delivery of a manually executed counterpart of this Additional Facility AAA1 Accession Agreement. 34. This Additional Facility AAA1 Accession Agreement is a Creditor Accession Undertaking as defined in the Intercreditor Agreement. THIS ADDITIONAL FACILITY AAA1 ACCESSION AGREEMENT is executed and delivered as a Deed on the date stated at the beginning of this Additional Facility AAA1 Accession Agreement. 24 162931889_11 SCHEDULE 1 ADDITIONAL FACILITY AAA1 LENDERS AND COMMITMENTS Additional Facility AAA1 Lender Facility AAA1 Commitment ($) The Bank of Nova Scotia 650,000,000 Total 650,000,000


 
25 162931889_11 SCHEDULE 2 CONDITIONS PRECEDENT DOCUMENTS TO THE EFFECTIVE DATE 1. Constitutional Documents (a) A copy of the constitutional documents of each Obligor (other than Sunrise Financing) and the partnership agreement of Sunrise Financing or, if the Facility Agent already has a copy, a certificate of an authorised signatory of the relevant Obligor confirming that the copy in the Facility Agent’s possession is still correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AAA1 Accession Agreement. (b) An extract of the registration of each Obligor established in the Netherlands in the trade register of the Dutch Chamber of Commerce. 2. Authorisations (a) A copy of a resolution of the board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the shareholders' resolution of each Obligor: (i) approving the terms of and the transactions contemplated by this Additional Facility AAA1 Accession Agreement and (in the case of each of Sunrise HoldCo III and Sunrise Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)) resolving that it execute the confirmation described at paragraph 4 below; and (ii) (in the case of Sunrise HoldCo III and Sunrise Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AAA1 Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4 below. (b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AAA1 Accession Agreement or the confirmation described in paragraph 4 below (as appropriate). (c) A certificate of an authorised signatory of Sunrise HoldCo III, Sunrise Financing, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by Sunrise HoldCo III, Sunrise Financing, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AAA1 Accession Agreement. 26 162931889_11 3. Legal opinions (a) A legal opinion of Proskauer Rose (London) LLP, English legal advisers to the Facility Agent, addressed to the Finance Parties. (b) A legal opinion of Loyens & Loeff N.V., Dutch legal advisers to the Facility Agent, addressed to the Finance Parties. (c) A legal opinion of Dorsey & Whitney (Delaware) LLP, Delaware legal advisers to the Borrower, addressed to the Finance Parties. 4. Other documents Confirmation (in writing) from (i) each of the Guarantors that its obligations under Clause 19 (Guarantee) of the Credit Agreement and (ii) each of the Charging Entities (as defined in the Intercreditor Agreement) that the Security Interests granted to the Beneficiaries pursuant to the Security Documents and its obligations under the Finance Documents, shall continue unaffected and that such obligations extend to the Total Commitments as increased by the addition of Facility AAA1 and that such obligations shall be owed to each Finance Party including the Additional Facility AAA1 Lenders. 27 162931889_11 SCHEDULE 3A TRANSFER AGREEMENT 1. Assignment and Assumption This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalised terms used but not defined herein shall have the meanings given to them in the Senior Facilities Agreement identified below (as amended, the “Senior Facilities Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns absolutely to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Senior Facilities Agreement, as of the Effective Date inserted by the Facility Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Senior Facilities Agreement and any other documents or instruments delivered (including the Security Documents) pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit or guarantees included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any person, whether known or unknown, arising under or in connection with the Senior Facilities Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to paragraph (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to paragraphs (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except 1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. 2 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. 3 Select as appropriate. 4 Include bracketed language if there are either multiple Assignors or multiple Assignees. 28 162931889_11 as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. 1. Assignor[s]: [Assignor [is] [is not] a Defaulting Lender] 2. Assignee[s]: [for each Assignee, indicate [Affiliate][other] 3. Borrower(s): 4. Facility Agent: [●], as the facility agent under the Senior Facilities Agreement 5. Senior Facilities Agreement: [The [amount] Senior Facilities Agreement dated as of [●] among [name of Borrower(s)], the Lenders parties thereto and [name of Facility Agent], as Facility Agent] 6. Assigned Interest[s]: Assignor[s ]5 Assignee[s ]6 Facility Assigned7 Aggregate Amount of Commitm ent/ Advances for all Lenders8 Amount of Commitme nt Advances Assigned Percentage Assigned of Commitme nt/ Advances9 CUSIP Number $ $ % $ $ % $ $ % 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Fill in the appropriate terminology for the types of facilities under the Senior Facilities Agreement that are being assigned under this Assignment. 8 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.


 
29 162931889_11 2. Accession to the Intercreditor Agreement We further refer to clause 22.3 (Change of Senior Lender, Pari Passu Creditors, Second Lien Lender and Noteholders) of the Intercreditor Agreement. In consideration of the New Lender being accepted as a Senior Lender for the purposes of the Intercreditor Agreement (and as defined therein), the New Lender confirms that, as from the [ ], it will be party to the Intercreditor Agreement as a Senior Lender, and undertakes to perform all the obligations expressed in the Intercreditor Agreement to be assumed by a Senior Lender and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement. [7. Trade Date: ]10 Effective Date: _____________ ___, 20___ [TO BE INSERTED BY FACILITY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR[S]11 [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNOR] By: Title: ASSIGNEE[S]12 [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 10 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. 11 Add additional signature blocks as needed. 12 Add additional signature blocks as needed. 30 162931889_11 ADMINISTRATIVE AND FACILITY OFFICE DETAILS Facility Office Address: Please provide administrative details of the Assignee, to the extent such details have not been provided to the Facility Agent by way of a prior administrative form. Administrative Office Address: Contact Name: Account for Payments: Fax: Telephone:13 [Accepted: [NAME OF FACILITY AGENT], as Facility Agent By: Title: [NAME OF SECURITY AGENT], as Security Agent By: Title: [Consented to:]14 [NAME OF RELEVANT PARTY] By: Title: WARNING: PLEASE SEEK DUTCH LEGAL ADVICE (I) UNTIL THE COMPETENT AUTHORITY PUBLISHES ITS INTERPRETATION OF THE TERM "PUBLIC" (AS REFERRED TO IN ARTICLE 4.1(1) OF THE CAPITAL REQUIREMENTS REGULATION (EU/575/2013)), IF ANY AMOUNT LENT TO A DUTCH BORROWER IS TO BE ASSIGNED WHICH IS LESS THAN EUR100,000 (OR ITS EQUIVALENT IN ANOTHER CURRENCY) AND (II) AS SOON AS THE COMPETENT AUTHORITY PUBLISHES ITS INTERPRETATION OF THE TERM "PUBLIC", IF 13 To be replicated for each Assignee. 14 To be added only if the consent of the Parent and/or other parties (e.g. L/C Bank) is required by the terms of the Senior Facilities Agreement. 31 162931889_11 THE NEW LENDER IS CONSIDERED TO BE PART OF THE PUBLIC ON THE BASIS OF THAT INTERPRETATION. 32 162931889_11 ANNEX 1 [__________________]15 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION 1. Representations and Warranties (a) Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Senior Facilities Agreement or any other Finance Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Finance Documents or any collateral thereunder, (iii) the financial condition of the Obligors, any of its Subsidiaries or Affiliates or any other person obligated in respect of any Finance Document, or (iv) the performance or observance by the Obligors, any of their Subsidiaries or Affiliates or any other person of any of their respective obligations under any Finance Document. (b) Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Senior Facilities Agreement, (ii) it meets all the requirements to be an assignee under Clause 30.3 (Transfers by Lenders) of the Senior Facilities Agreement (subject to such consents, if any, as may be required under Clause 30.3 (Transfers by Lenders) of the Senior Facilities Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Senior Facilities Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Senior Facilities Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Clause 21.2 (Financial Information) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Facility Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) [if it is a Treaty Lender] attached to the Assignment and Assumption is any 15 Describe Senior Facilities Agreement at option of Facility Agent.


 
33 162931889_11 documentation required to be delivered by it pursuant to the terms of the Senior Facilities Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Facility Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Finance Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Finance Documents are required to be performed by it as a Lender. 2. Payments From and after the Effective Date, the Facility Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.16 Notwithstanding the foregoing, the Facility Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee. 3. General Provisions This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, English Law. 16 The Facility Agent should consider whether this method conforms to its systems. In some circumstances, the following alternative language may be appropriate: “From and after the Effective Date, the Facility Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor[s] and the Assignee[s] shall make all appropriate adjustments in payments by the Facility Agent for period prior to the Effective Date or with respect to the making of this assignment directly between themselves.” 34 162931889_11 SCHEDULE 4 ESG CERTIFICATE To: [●] as Facility Agent From: [Sunrise HoldCo III B.V.] as the Company Dated: Dear Sir or Madam, Senior secured credit facility agreement originally dated 16 January 2004 (as from time to time amended, varied, novated or supplemented) Additional Facility AAA1 Accession Agreement dated [●] 2025 (as from time to time amended, varied, novated or supplemented, the “Additional Facility AAA1 Accession Agreement”) I, [name], a [Director] of [Sunrise HoldCo III B.V.] (the “Company”) CERTIFY without personal liability, that for the financial year ending [●]: (a) [each of the following have been achieved17: • [Women in Leadership Roles KPI]; • [Science Based Target (Scope 1 and 2) KPI]; • [Science Based Target (Scope 3) KPI], as evidenced by the computations shown in the Schedule to this Certificate.][; and (b) the Company has [reinvested/committed to reinvest] the savings (amounting to [●]) achieved by way of a reduction to the Original Margin pursuant to paragraphs (c)(iii)(A)(1), (c)(iii)(A)(3), (c)(iii)(B)(1), (c)(iii)(B)(2), (c)(iii)(B)(3), (c)(iii)(B)(4), (c)(iii)(B)(6), (c)(iv)(A)(1), (c)(iv)(A)(2), (c)(iv)(B)(1)(a), (c)(iv)(B)(1)(c), (c)(iv)(B)(2)(a), (c)(iv)(B)(2)(b), (c)(iv)(B)(2)(c), (c)(iv)(B)(3)(a) or (c)(iv)(B)(3)(b) of paragraph 15 of the Additional Facility AAA1 Accession Agreement in further environmental, social and governance (or equivalent) projects or initiatives of the ESG Group]18. Signed: _______________________ [Director] Date: [●] 17 Company to include or delete as appropriate and to include any Replacement KPI. 18 Confirmation only required for any financial year in respect of which the Margin has been reduced pursuant to paragraph (c)(iii)(A)(1), (c)(iii)(A)(3), (c)(iii)(B)(1), (c)(iii)(B)(2), (c)(iii)(B)(3), (c)(iii)(B)(4), (c)(iii)(B)(6), (c)(iv)(A)(1), (c)(iv)(A)(2), (c)(iv)(B)(1)(a), (c)(iv)(B)(1)(c), (c)(iv)(B)(2)(a), (c)(iv)(B)(2)(b), (c)(iv)(B)(2)(c), (c)(iv)(B)(3)(a) or (c)(iv)(B)(3)(b) of paragraph 15. Such confirmation does not need to be provided in the first year of testing. 35 162931889_11 [Schedule KPI Computations [●] 36 162931889_11 SCHEDULE 5 [INTENTIONALLY LEFT BLANK]


 
37 162931889_11 SCHEDULE 6 [INTENTIONALLY LEFT BLANK] 38 162931889_11 SCHEDULE 7 ADDITIONAL AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 7 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement. In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement. 1. Transfers: amend Clause 30.3 (Transfers by Lenders) of the Credit Agreement to provide that the consent of Sunrise HoldCo III or a Borrower is not required for any assignment, transfer or novation by a Lender if an Event of Default is outstanding pursuant to any of Clauses 23.2 (Non-payment), 23.6 (Insolvency), 23.7 (Insolvency Proceedings), 23.9 (Creditors’ Process) or 23.10 (Similar Proceedings) only (rather than if any Event of Default is outstanding). 2. New RCF Maintenance Covenant: amend the Credit Agreement to provide that: amendments and waivers of Clauses 22.2 (Financial Ratio) to 22.4 (Cure provisions) and Clause 23.17 (Acceleration Following Financial Ratio Breach) shall only be made with the consent of Sunrise HoldCo III and the Composite Revolving Facility Instructing Group and shall not require the consent of any other Finance Party. 39 162931889_11 SCHEDULE 8 FOURTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS [INTENTIONALLY LEFT BLANK] SCHEDULE 9 FIFTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 9 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement. In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement. 1. Negative Pledge: (a) delete clause 21.8(a) in its entirety and replace it as follows: “(a) Each Obligor (other than Sunrise HoldCo III Holdco, any Permitted Affiliate Holdco and any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt) will not permit any Security Interest by any member of the Borrower Group to subsist, arise or be created or extended over all or any part of their respective present or future undertakings, assets, rights or revenues to secure or prefer any present or future Financial Indebtedness of any member of the Borrower Group or any other person, other than: (i) Permitted Security Interests; or (ii) any Security Interest over any present or future undertakings, assets, rights or revenues that is not subject to Security (such Security Interest, the “Initial Security Interest”) if, contemporaneously with the incurrence of such Initial Security Interest, effective provision is made to secure the Financial Indebtedness due under this Agreement equally and ratably with (or prior to, in the case of any Security Interest with respect to Financial Indebtedness that ranks junior to the Facilities) the Financial Indebtedness secured by such Initial Security Interest so long as such Financial Indebtedness is so secured.” (b) include a new clause 21.8(d) as follows: “(d) Any Security Interest created pursuant to the proviso described in Clause 21.8(a)(ii) securing of the Financial Indebtedness due under this Agreement will be automatically and unconditionally released and discharged upon the release and discharge of the Initial Security Interest to which it relates (and, to the extent required, the Facility Agent and the Security Agent are hereby irrevocably authorised and instructed by the Lenders to enter into such documentation as is reasonably required to effect such release). 2. Solvent Liquidation: Amend Clause 29.4 (Release of Guarantees and Security) of the Credit Agreement to provide for equivalent releases as a result of, and in connection


 
41 162931889_11 with, any solvent liquidation or dissolution that complies with Clause 21.29 (Internal Reorganisations). 3. Non-Consenting Lenders: Remove the timing window of 90 days during which Sunrise HoldCo III may exercise its rights as set out in Clause 29.9(b) (Replacement of Lenders) such that Sunrise HoldCo III may exercise such rights at any time. SCHEDULE 10 SIXTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 10 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement. In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement. 1. Amendments and waivers: amend Clause 29.2 (Exceptions) to include the following as a new Clause: “Notwithstanding anything to the contrary in the Finance Documents, a Finance Party may unilaterally waive, relinquish or otherwise irrevocably give up all or any of its rights under any Finance Document with the consent of the Sunrise HoldCo III.” 2. Transfers by Obligors: include the following as a new carve out to Clause 30.2(a) (Transfers by Obligors): “provided that a Borrower (a “Novating Borrower”) may assign or transfer any of its rights, benefits and obligations under this Agreement to another Borrower incorporated in the same jurisdiction as that Novating Borrower and which is a directly or indirectly wholly owned Subsidiary of (i) Sunrise HoldCo III or (ii) a Permitted Affiliate Parent (as applicable) if Sunrise HoldCo III delivers to the Facility Agent: (a) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, from an independent financial advisor confirming the solvency of the Borrower Group, taken as a whole, after giving effect to any transactions related to such assignment or transfer; and (b) legal opinions, in form and substance reasonably satisfactory to the Facility Agent, confirming that, after giving effect to any transactions related to such assignment or transfer, the Security created by the Security Documents as amended, extended, renewed, restated, supplemented, modified or replaced represents valid and perfected Security not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law that such Security were not otherwise subject to immediately prior to such assignment or transfer.” 3. Sub-participations: (a) Include a new definition of Sub-participation as follows: “Sub-participation” means any sub-participation or sub-contract (whether written or oral) or any other agreement or arrangement having an economically substantially similar effect, including any credit default or total return swap or derivative (whether disclosed undisclosed, risk or funded) by a Lender of or in relation to any of its rights or obligations under, or its legal, beneficial or economic interest in relation to, the Facilities and/or Finance Documents to a counterparty and “sub-participate” shall be construed accordingly. 43 162931889_11 (b) Amend Clause 30.3 (Transfers by Lenders) in order that this clause includes a restriction on sub-participations of rights and obligations and is subject to the same consent regime as for assignments and transfers in accordance with recent Liberty precedent. (c) Add a new clause as follows: “[30.12] Sub-participation Notwithstanding anything to the contrary in Clause 30.3 (Transfers by Lenders) there shall be no restrictions on sub-participations provided that: (a) such Lender remains a Lender under this Agreement with all rights and obligations pertaining thereto and remains liable under the Finance Documents for any such obligation; (b) such Lender retains exclusive control over all rights and obligations in relation to the participations and Commitments that are the subject of the relevant agreement or arrangement, including all voting rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations), unless: (i) the proposed sub-participant is a person to whom the relevant rights and obligations could have been assigned or transferred in accordance with the terms of this Clause 30 and, (ii) prior to entering into the relevant agreement or arrangement, the relevant Lender provides Sunrise HoldCo III with full details of that proposed sub-participant and any voting, consultation or other rights to be granted to the sub-participant; (c) the relationship between the Lender and the proposed sub-participant is that of a contractual debtor and creditor (including in the bankruptcy or similar event of the Lender or an Obligor); (d) the proposed sub-participant will have no proprietary interest in the benefit of this Agreement or any of the Finance Documents or in any monies received by the relevant Lender under or in relation to this Agreement or any of the Finance Documents (in its capacity as sub- participant under that arrangement); and (e) the proposed sub-participant will under no circumstances: (i) be subrogated to, or be substituted in respect of, the relevant Lender’s claims under this Agreement or any of the Finance Documents; or (ii) otherwise have any contractual relationship with, or rights against, the Obligors under or in relation to this Agreement or any of the Finance Documents (in its capacity as sub-participant under that arrangement).” (d) Include the additional provision as follows: “[30.13] Sub-participant Register 44 162931889_11 “(a) In the case of a sub-participation (or any other agreement or arrangement having an economic effect substantially similar to a sub-participation) (in each case, other than any non-voting derivatives (which are not participations) which would otherwise be caught by the definition of “sub-participation”), the person granting the sub-participation (or similar right) shall, acting solely for these purposes as non-fiduciary agent for the Borrower, maintain a register (a “Sub-Participant Register”) on which it enters the name and address of each sub- participant (or person holding the similar right) and the Commitment and obligations (including principal and stated interest) in which each sub-participant (or other person) has an interest or obligation. (b) Notwithstanding anything to the contrary hereunder, including without limitation Clause 28 (Evidence and Calculations), the entries in the Sub- Participant Register shall be conclusive absent manifest error, and such person maintaining the Sub-Participant Register shall treat each person whose name is recorded in the Sub-Participant Register as the owner of such sub-participation (or similar right) for all purposes of a Finance Document notwithstanding any notice to the contrary. (c) Without prejudice to the other provisions of this Clause 30, no Lender shall have any obligation to disclose all or any portion of the Sub- Participant Register to any person (including the identity of any sub- participant or any information relating to a sub-participant’s interest in any Loans, Commitments or other obligations under any Finance Documents) except to the extent that such disclosure to a tax authority is necessary to establish that such Loan, Commitment or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or is otherwise required thereunder.” (e) Delete Clause 30.3(b)(iii) (Transfers by Lenders). (f) Amend Clause 30.10 (Register) to add the following to such Clause: “Without limitation of any other provision of this Clause 30, no transfer of an interest in a Loan or Commitment hereunder shall be effective unless and until recorded in the Register.”


 
45 162931889_11 SCHEDULE 11 SEVENTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 11 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement. In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement. 1. Related Fund: amend clause 1.1 (Definitions) to delete the definition of “Related Fund” and replace it with the following: “Related Fund” in relation to a fund or account that, in each case, invests in commercial loans (the “first fund”), means any other fund or account that, in each case, invests in commercial loans which is managed or administered directly or indirectly by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund or account that, in each case, invests in commercial loans whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.” 46 162931889_11 SCHEDULE 12 EIGHTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 12 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement. In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement. 1. Resignation of Obligors Add a new “Clause [X] (Resignation of an Obligor (other than Sunrise HoldCo III))” to the Credit Agreement on terms consistent with those in Clause 29.11 (Resignation of an Obligor (other than the Company)) of the credit agreement originally dated 1 August 2007 between among others Telenet BVBA as the Company and The Bank of Nova Scotia as the Facility Agent as last amended and restated on 16 November 2018, mutatis mutandis, and make all conforming changes required to incorporate such clause. 2. Defaulting Lenders: amend paragraph (a) of Clause 29.8 (Disenfranchisement of Defaulting Lenders) such that it reads as follows: “In ascertaining the Majority Lenders, affected Lenders, all Lenders or any other class of Lenders (as applicable) or whether any given percentage (including, for the avoidance of doubt, unanimity) of any of the Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, a Defaulting Lender’s Available Commitments and participations will be deemed to be zero.” 3. Cross Default EOD: amend Clause 23.5 (Cross-default) by deleting the words “or is placed on demand, in each case;” at paragraph (b). 4. Changes to the Parties: (a) Amend the new language to be included pursuant to paragraph 2 of Schedule 9 of this Agreement to add the words “except to the extent permitted by this Agreement and” at the start of the paragraph. (b) Amend paragraph (c)(i) of Clause 30.8 (Additional Obligors) to add the words “under the relevant Facility” after the words “Majority Lenders”. 5. Transfers: (a) Delete paragraph (a), (b) and (c) of Clause 30.3 (Transfers by Lenders) and replace it with the following new paragraphs (a) and (b) and make consequential changes to the numbering of the subsequent clauses: “(a) Subject to the other provisions of this Clause 30, any Lender (an “Existing Lender”) may, at any time, (i) assign all or any of its rights and benefits, (ii) transfer (by way of novation) all or any of its rights, 47 162931889_11 benefits and obligations or (iii) enter into a Sub-participation in respect of any of its rights, benefits and obligations, in each case under any Finance Documents to another person (the “New Lender”) provided that: (i) the prior written consent of Sunrise HoldCo III is received in respect of any assignment, transfer or Sub-participation, such consent not to be unreasonably withheld, and provided further that: (A) such consent shall be deemed to have been given if not declined in writing within ten Business Days of a written request by any Lender to Sunrise HoldCo III; (B) no consent shall be required in the case of any assignment, transfer or Sub-participation by a Lender to another Lender and/or to its Affiliate (or, if applicable, to any Related Fund); and (C) no consent shall be required in the case of any assignment, transfer or Sub-participation to any New Lender at any time after the occurrence of an Event of Default which is continuing pursuant to any of Clauses 23.2 (Non- payment), 23.6 (Insolvency), 23.7 (Insolvency Proceedings), 23.9 (Creditors’ Process) or 23.10 (Similar Proceedings); (ii) the New Lender makes the representation set out in paragraph [X]19 of the Transfer Agreement; and (iii) in the case of a partial assignment, transfer or novation of rights and/or obligations, such assignment, transfer or novation shall be in a minimum amount (in relation to an Additional Facility Commitment denominated in Euros) of €1,000,000 or (in relation to an Additional Facility Commitment denominated in US Dollars) of US$1,000,000 or, in each case, such lower amount as the Existing Lender may agree with Sunrise HoldCo III (save that in the case of a partial assignment, transfer or novation by a Lender of its rights and/or obligations under an Additional Facility to an Affiliate or Related Fund of that Lender, such assignment, transfer or novation shall be in a minimum amount (in relation to an Additional Facility Commitment denominated in Euros) of €500,000 or (in relation to an Additional Facility Commitment denominated in US Dollars) of US$500,000 or, in each case, such lower amount as that Lender may agree with Sunrise HoldCo III). (b) Notwithstanding any other provision of this Agreement, no Lender shall be entitled to assign, transfer or sub-participate any of its rights, benefits 19 Relating to qualifying lender representation in line with Liberty precedent. 48 162931889_11 or obligations under the Finance Documents in relation to a Revolving Facility without the prior written consent of Sunrise HoldCo III, provided that no such consent shall be required in the case of any assignment, transfer or Sub-participation: (i) by a Lender to another Lender under the Revolving Facility and/or to its Affiliate (or, if applicable, to any Related Fund), in each case, which is a deposit taking financial institution authorised by a financial services regulator or similar regulatory body which has a long term credit rating equal to or better than BBB or Baa2 (as applicable) according to at least two of Moody’s, Standard & Poor’s or Fitch; and (ii) to any New Lender at any time after the occurrence of an Event of Default which is continuing pursuant to any of Clauses 23.2 (Non-payment), 23.6 (Insolvency), 23.7 (Insolvency Proceedings), 23.9 (Creditors’ Process) or 23.10 (Similar Proceedings).” (b) Amend Clause 30.3 (Transfers by Lenders) to include the following new paragraphs: (i) “Notwithstanding any other provision of this Agreement, no Lender shall be entitled to assign, transfer or sub-participate any of its rights, benefits or obligations under the Finance Documents to a New Lender that is a Defaulting Lender or a Sanctioned Lender, in each case without the prior written consent of Sunrise HoldCo III (acting in its sole discretion). (ii) Notwithstanding any other provision of this Clause 30.3 (Transfers by Lenders), no assignment or transfer shall be permitted to settle or otherwise become effective within the period of five Business Days prior to the last day of the Interest Period for the relevant Advance. (iii) Each New Lender, by executing the relevant Transfer Agreement or Novation Certificate, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the transferring Lender would have been had it remained a Lender.” 6. Releases (a) Amend Clause 29.4 (Release of Guarantees and Security) as follows: (i) delete sub-paragraph (b)(i) and replace it as follows:


 
49 162931889_11 “(i) the disposal (A) is permitted under Clause 21.11 (Disposals), (B) is in accordance with the release of any Obligor in accordance with this Agreement, (C) is as a result of, or in connection with, any solvent liquidation or dissolution that complies with Clause 21.29 (Internal Reorganisation) or (D) the consent of the Majority Lenders has been obtained; and” (iv) delete sub-paragraph (d) and replace it as follows: “(d) The Security Agent shall (and it is hereby authorised by the other Finance Parties to) at the cost of the relevant Obligor, execute such documents as may be required or desirable to effect any release (i) permitted under this Clause 29.4 (Release of Guarantees and Security), (ii) required to permit the granting of any Security Interest permitted under Clause 21.8 (Negative pledge), (iii) expressly permitted under the Finance Documents (excluding, for the avoidance of doubt, pursuant to any consent obtained from the Majority Lenders), (iv) permitted under the Intercreditor Agreement, (v) to which a prior written consent of the relevant Lenders has been granted in accordance with paragraph (f) of Clause 29.2 (Exceptions), (vi) in connection with any Permitted Transaction (other than a Permitted Transaction pursuant to paragraph (a) or (g) of that definition) or (vii) if it is necessary or desirable in connection with Clause 21.29 (Internal Reorganisation).” (v) Add new sub-paragraphs (f) and (g) as follows: “(f) Notwithstanding any other provision of this Agreement, Sunrise HoldCo III may require the Security Agent to, and the Security Agent shall (and it is hereby authorised by the other Finance Parties to) at the cost of the relevant Obligor, execute such documents as may be required or desirable to effect the release of the Security granted over any asset of an Obligor pursuant to the Security Documents to which it is a party to enable the relevant Obligor to grant in connection with that asset any encumbrance permitted under Clause 21.8 (Negative pledge). If, immediately prior to such release the relevant Obligor was treated as an Obligor for the purpose of the 80% Security Test, the relevant Obligor shall continue to be treated as an Obligor for those purposes notwithstanding any such release. (g) Sunrise HoldCo III may designate that any Affiliate Subsidiary is no longer an Affiliate Subsidiary and require the Security Agent to, and the Security Agent shall (and it is hereby authorised by the other Finance Parties to) at the cost of Sunrise HoldCo III, execute such documents as may be required or desirable to effect the release of the guarantees provided and Security granted in connection with the accession of such Affiliate Subsidiary as a Guarantor (“Affiliate Subsidiary Release”); provided that 50 162931889_11 immediately after giving effect to such Affiliate Subsidiary Release, either (i) the Guarantors at the relevant time represent a percentage which is greater than that required to satisfy the 80% Security Test and Sunrise HoldCo III provides a certificate to the Facility Agent certifying that upon the Affiliate Subsidiary Release the 80% Security Test would continue to be satisfied or (ii) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and either (1) an Obligor could incur at least €1.00 of additional Financial Indebtedness pursuant to paragraph (xxii) of the definition of Permitted Financial Indebtedness or (2) the ratios of Senior Net Debt to Annualised EBITDA and of Total Net Debt to Annualised EBITDA would be no greater than they were immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such Affiliate Subsidiary Release.” 7. Break Costs: amend sub-paragraph (a)(i) of the definition of “Break Costs” in Clause 1.1 (Definitions) to include the words “and the effect of any interest rate floor” after the words “excluding the Margin” in parentheses. 8. Term Loan Interest Periods: In paragraph (b) of Clause 13.2 (Selection of Interest Periods) delete the words “1, 2, 3 or 6 months, or, in each case, such other period of up to 12 months as the Lenders whose Commitments under the relevant Term Facility that aggregate more than 50% of the aggregate Commitments under that Term Facility may agree with the Borrower” and replace them with the following words: “(i) 1, 2, 3 or 6 months; (ii) any shorter period agreed by the relevant Borrower and the Facility Agent; (iii) any longer period of up to 12 months agreed by the relevant Borrower and the Facility Agent (acting on the instruction of the Majority Lenders in relation to the relevant Facility); and (iv) in connection with the first Term Facility Advance under any Term Facility, any other period of six months or less as agreed to by the relevant Borrower and the Facility Agent”. 9. Hedge Counterparties: in the definitions of “Acceptable Hedge Counterparty” and “Hedge Counterparty” in Clause 1.1 (Definitions) of the Intercreditor Agreement, after the words “credit institution” add the words “or financial institution”. 10. Permitted Financing Action: (a) Amend Clause 14.1 (Place of Payment) to add the following words to the end of that Clause: “, in each case, other than any payment to be made on a cashless basis as part of a Permitted Financing Action.”. (b) Amend Clauses 14.2 (Funds) and 14.3(a) (Distribution) to add the following words to the end of that Clause: 51 162931889_11 “, in each case, other than any payment to be made on a cashless basis as part of a Permitted Financing Action. 11. Amendments and waivers: (a) Add a new paragraph to Clause 29 (Amendments and Waivers) to include the following as a new paragraph: “Notwithstanding anything to the contrary in the Finance Documents, a Finance Party may unilaterally waive, relinquish or otherwise irrevocably give up all or any of its rights under any Finance Document with the consent of Sunrise HoldCo III.” (b) Delete paragraph (f) of Clause 29.2 (Exceptions) and replace it with the following: “A waiver of issuance or the release of any Guarantor from any of its obligations under Clause 19 (Guarantee) or a release of any Security under the Security Documents, in each case, other than in accordance with the terms of any Finance Document shall require the prior written consent of affected Lenders whose Available Commitments plus Outstandings amount in aggregate to more than 75 per cent. of the aggregate Available Commitments plus Outstandings of those affected Lenders. This Clause may not be amended without the consent of Lenders whose Available Commitments plus Outstandings amount in aggregate to more than 75 per cent. of the aggregate Available Commitments plus Outstandings.” (c) Add a new paragraph (i) to Clause 29.2 (Exceptions) as follows: “No amendment or waiver of a term of any Ancillary Facility Document shall require the consent of any Finance Party other than the relevant Ancillary Facility Lender.” (d) Amend sub-paragraph (a)(vii) of Clause 29.2 (Exceptions) by adding the following proviso at the end: “(provided that paragraph (f) below may be amended with the consent of Lenders whose Available Commitments plus Outstandings amount in aggregate to more than 75 per cent. of the aggregate Available Facilities plus Outstandings); or” 12. Prepayments: amend Clause 10.9 (Miscellaneous Provisions) to delete paragraph (f) and replace it with the following: “Other than in relation to any prepayment under Clause 10.7 (Right of prepayment and Cancellation in relation to a Single Lender) or Clause 18.1 (Illegality), any prepayment in part of any Advance shall be applied against the participations of the Lenders in that Advance pro rata (except to the extent any part of an Advance is to be repaid on a cashless basis as part of a Permitted Financing Action).”20 20 Note: reference to Clause 27.9 (Replacement of lenders) to be retained when creeper implemented. 52 162931889_11 13. [Reserved] 14. Release Condition: (a) Amend Clause 21 (Undertakings) to add the following words as a new Clause 21.33: “21.33 Ratings Trigger (1) Notwithstanding anything to the contrary in this Agreement or any other Finance Document, during the period (if any) that a Release Condition (as defined in paragraph (d) below) is satisfied: (i) the following obligations and restrictions shall be suspended and shall not apply: (A) the requirement to make mandatory prepayments under Clause 10.5 (Mandatory prepayment from disposal proceeds); (B) the restrictions under Clause 21.11 (Disposals); (C) the provisions of Clause 21.12 (Acquisitions and mergers); (D) the provisions of Clause 21.13 (Restrictions on Financial Indebtedness); (E) the provisions of Clause 21.14 (Restricted Payments); (F) the provisions of Clause 21.15 (Loans and guarantees); (G) the provisions of Clause 21.16 (Environmental matters); (H) the restrictions under Clause 21.17 (Insurance); (I) the restrictions under Clause 21.18 (Intellectual Property Rights); (J) the restrictions under Clause 21.19 (Share capital); (K) the restrictions under Clause 21.20 (Priority); (L) the restrictions under Clause 21.21 (Share security); (M) the restrictions under Clause 21.22 (Shareholder Loans); (N) the restrictions under Clause 21.23 (Further security over receivables); (O) the restrictions under Clause 21.25 (ERISA); and (P) the provisions of paragraph (b) of Clause 30.8 (Additional Obligors);


 
53 162931889_11 (ii) the leverage financial covenant in Clause 22.2 (Financial Ratio) shall only be tested semi annually (for the Ratio Period ending on the second and fourth Quarter Dates in each financial year) if the Financial Ratio Test Condition is met on such second and fourth Quarter Dates in each financial year and the Financial Ratio Test Condition will only apply to such second and fourth Quarter Dates; (iii) the relevant Margin payable on any utilisation or Unpaid Sum (as applicable) under any Additional Facility (to the extent specified in the relevant Additional Facility Accession Agreement for that Additional Facility) will be reduced by 0.50 per cent. per annum; and (iv) the amount of each basket set by reference to a monetary amount for which a specific amount is set out in this Agreement and any definitions used therein (including all “annual”, “life of Facilities” and “at any time” and “aggregate” baskets) shall be increased by 50 per cent. (b) If at any time after a Release Condition has been satisfied and a Release Condition subsequently ceases to be satisfied, any breach of this Agreement or any other Finance Document that arises as a result of any of the obligations, restrictions or other terms referred to in paragraph (a) above ceasing to be suspended or amended shall not (provided that it did not constitute an Event of Default at the time the relevant event or occurrence took place) constitute (or result in) a breach of any term of this Agreement or any other Finance Documents, a Default or an Event of Default. (c) In respect of any amount which has not been applied in mandatory prepayment of the Facilities in accordance with Clause 10.5 (Mandatory prepayment from disposal proceeds) as a result of the Release Condition being satisfied (the “Released Amounts”), if the Release Condition subsequently ceases to be satisfied after the date the prepayment would have been required had the Release Condition not been satisfied, the failure to apply the Released Amounts in prepayment shall not result in a breach of any term of this Agreement or any other Finance Document. (d) For the purposes of this Clause 21.33 the “Release Condition” means the Facilities or Sunrise HoldCo III receive any two of the following: (i) a rating of “Baa3” (or the equivalent) or higher from Moody’s or any of its successors or assigns; (ii) a rating of “BBB-” (or the equivalent) or higher from Standard & Poor’s or any of its successors or assigns; and/or (iii) a rating of “BBB-” (or the equivalent) or higher from Fitch or any of its successors or assigns, in each case, with a “stable outlook” from such rating agency.” (1) Amend the definition of “Margin” in Clause 1.1 (Definitions) to include the following wording at the end of that definition: 54 162931889_11 “, and if applicable, as reduced pursuant to Clause 21.33 (Ratings Trigger)”. 15. Default Interest: amend “two” in Clause 12.5(a) (Default interest) to read “one”. 55 162931889_11 SCHEDULE 13 NINTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 13 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement. In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement. 1. 80% Security Test: (a) Delete limb (b)(ii)(C) of the definition of 80% Security Test in Clause 1.1 (Definitions). (b) Delete all references to “or 21.2(a)(ii)” in limb (a) of the definition of 80% Security Test in Clause 1.1 (Definitions). (c) Replace all references to “relevant financial statements” in limb (a) of the definition of 80% Security Test in Clause 1.1 (Definitions) with “annual financial statements”. 2. Financial Indebtedness: (a) Insert a new limb (e)(xii) into the definition of Financial Indebtedness in Clause 1.1 (Definitions) as follows: “indebtedness raised through sale and lease back transactions.” (b) Amend limb (e)(iv) of the definition of Financial Indebtedness in Clause 1.1 (Definitions) to delete “obligations under Finance Leases and” and replace it with “any Lease Obligations and obligations under”. (c) Insert a new definition in Clause 1.1 (Definitions) as follows: ““Lease Obligations” means collectively obligations under any finance, capital or operating lease in accordance with GAAP.” 3. Relevant Event: Delete “(a)” and “or (b) Clause 22.2 (Financial Ratio)” from the definition of Relevant Event in Clause 1.1 (Definitions). 4. Tax indemnity: Delete Clause 15.4(b)(iii) (Tax indemnity) and replace with the following: “(iii) to the extent a loss, liability or cost: (A) has been compensated for by a payment under Clause 15.8 (Stamp Taxes) or would have been compensated for by such a payment, but for the application of any exception in such Clause; 56 162931889_11 (B) is compensated for by an increased payment under Clause 15.2 (Tax gross- up); or (C) is suffered or incurred by a Finance Party in respect of a Bank Levy.” 5. Permitted Disposals: (a) Delete Clause 21.11(b)(liv)(C). (b) Amend Clause 21.11(b)(vii) by deleting the following “, provided that the aggregate amount of all such asset securitisations or receivables factoring transactions does not exceed the greater of: (A) €250,000,000 (or its equivalent in other currencies) at any time; and (B) 5% of Total Assets at any time”. (c) Amend Clause 21.11(b)(xxviii) to insert “(or any disposals of Cash Equivalent Investments)” immediately after “the application of cash in payments”. (d) Delete the definition of French Group in Clause 21.11(d) (Disposals). (e) Delete Clause 21.11(c)(i) and replace it with the following “(i) 17.5%;”. (f) Delete the following from Clause 21.11(c)(y) “, except in respect of a disposal of the French Group”. 6. Information – Miscellaneous: Delete the following “(both in hard copy and in electronic form)” from Clause 21.3 (Information – Miscellaneous) and replace it with “(in electronic form and, if requested, hard copy). 7. Permitted Financial Indebtedness: (a) Delete Clause 21.13(b)(xi) (Restrictions on Financial Indebtedness) and replace it with the following: “(xi) any Financial Indebtedness of a person which (A) is acquired by, or merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities), a member of the Borrower Group after the Signing Date and such acquisition, merger, consolidation, amalgamation or combination is permitted by Clause 21.12 (Acquisitions and mergers) or (B) becomes an Affiliate Subsidiary after the Signing Date; where such Financial Indebtedness existed at the date of (x) in the case of (A), completion of such acquisition, merger, consolidation, amalgamation or combination and (y) in the case of (B), such person becoming an Affiliate Subsidiary, provided that the amount of such Financial Indebtedness is not increased beyond the amount in existence at the date described in (x) and/or (y) (as applicable) (subject to the accrual of interest);” (b) Delete Clause 21.13(b)(xviii) (Restrictions on Financial Indebtedness) and replace it with the following: “(xviii) Financial Indebtedness arising under sale and leaseback arrangements or Vendor Financing Arrangements (to the extent these constitute Financial


 
57 162931889_11 Indebtedness) provided that the aggregate principal amount thereof does not at any time exceed the greater of (A) €250,000,000 and (B) the amount that could be incurred so that the ratio of Senior Net Debt to Annualised EBITDA (giving pro forma effect to any such Financial Indebtedness and the use of proceeds thereof) is equal to, or less than, 4.50:1.00; and provided further that, in each case, the relevant lessor or provider of Vendor Financing Arrangements does not have the benefit of any Security Interest other than over the assets the subject of such sale and leaseback arrangements and/or Vendor Financing Arrangements;” (c) Amend Clause 21.13(b)(xxvi) (Restrictions on Financial Indebtedness) to insert “commodity trading or brokerage accounts,” after “overdraft,”. (d) Amend Clause 21.13(b)(xxix) (Restrictions on Financial Indebtedness) to delete reference to “otherwise permitted under this Agreement”. (e) Amend Clause 21.13(b)(xxxii) (Restrictions on Financial Indebtedness) to insert “after giving pro forma effect to the relevant acquisition or other transaction and the incurrence of such Financial Indebtedness pursuant to this paragraph” immediately after “(y) the ratio of Senior Net Debt to Annualised EBITDA”. (f) Insert a new Clause 21.13(b)(xxxiv) and Clause 21.13(b)(xxxv) as follows (and (i) delete “and” at the end of Clause 21.13(b)(xxxiii) and (ii) make any necessary renumbering changes accordingly): “(xxxiv) any liability that constitutes Financial Indebtedness in respect of any member of the Borrower Group incorporated in The Netherlands arising under a declaration of joint and several liability (hoofdelijke aansprakelijkheid) as referred to in Section 2:403 of the Dutch Civil Code; (xxxv) any liability that constitutes Financial Indebtedness arising as a result of a fiscal unity (fiscale eenheid) solely between members of the Borrower Group incorporated in The Netherlands;” (g) Amend the definition of Permitted Borrower Group Guarantee Facilities in Clause 1.1 (Definitions) to delete reference to “€10,000,000” and replace it with “€50,000,000”. (h) Insert a new Clause 21.13(b)(xxxvi) as follows (and make any necessary renumbering changes accordingly): “(xxxvi) any Financial Indebtedness of any member of the Borrower Group in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other Financial Indebtedness incurred pursuant to this paragraph and then outstanding, will not exceed 100% of the Net Cash Proceeds received by Sunrise HoldCo III or a Permitted Affiliate Parent from the issuance or sale (other than to a member of the Borrower Group) of its respective Subordinated Shareholder Loans or Capital Stock or otherwise contributed to the equity of Sunrise HoldCo III or a Permitted Affiliate Parent (and in each case, other than through the issuance of Disqualified Stock, Preferred Stock (as defined in Clause 10.4 (Change of Control)) or an Excluded Contribution); and” 58 162931889_11 (i) Insert new definitions in Clause 1.1 (Definitions) in their correct alphabetic positions in connection with the new Clause 21.13(b)(xxxvi) as follows: ““Disqualified Stock” means, with respect to any person, any Capital Stock of such person which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event: (a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise; (b) is convertible or exchangeable for Financial Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of a member of the Borrower Group); or (c) is redeemable at the option of the holder of the Capital Stock in whole or in part, in each case on or prior to the earlier of (i) the then latest Final Maturity Date of a Facility or (ii) the date on which there are no Outstandings; provided that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided, further that any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require Sunrise HoldCo III or a Permitted Affiliate Parent to repurchase such Capital Stock upon the occurrence of a change of control (as defined in a substantially identical manner to the corresponding definition in this Agreement) shall not constitute Disqualified Stock if the terms of such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) provide that Sunrise HoldCo III or a Permitted Affiliate Parent may not repurchase or redeem any such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) pursuant to such provision prior to compliance by Sunrise HoldCo III or a Permitted Affiliate Parent with the provisions of Clause 21.11 (Disposals) and Clause 10.4 (Change of Control) and such repurchase or redemption complies with Clause 21.14 (Restricted Payments). “Excluded Contribution” means Net Cash Proceeds or property or assets received by Sunrise HoldCo III or a Permitted Affiliate Parent as capital contributions or Subordinated Shareholder Loans to Sunrise HoldCo III or a Permitted Affiliate Parent or from the issuance or sale (other than to a Restricted Subsidiary (as defined in Clause 10.4 (Change of Control))) of Capital Stock (other than Disqualified Stock) of Sunrise HoldCo III or a Permitted Affiliate Parent, in each case to the extent designated as an Excluded Contribution by Sunrise HoldCo III or a Permitted Affiliate Parent.” (j) Delete Clause 21.13(c) (Restrictions on Financial Indebtedness) and delete limb (d) of the definition of Restricted Person in Clause 1.1 (Definitions) (and make any necessary renumbering changes accordingly). 59 162931889_11 8. Permitted Payment: (a) Amend Clause 21.14(c)(xiv)(A) to include “(directly or indirectly)” after the words “an amount equal to such payment is reinvested”. (b) Amend the definition of Permitted Payment to delete “under paragraph (vii) of that definition” from Clause 21.14(c)(xii) (Restricted Payments). (c) Amend the definition of Permitted Payment to delete “and” at the end of Clause 21.14(c)(xxxvi)(B) and instead insert it at the end of Clause 21.14(c)(xxxvi)(C) and insert a new limb (D) in Clause 21.14(c)(xxxvi) (Restricted Payments) as follows: “(D) any property received in connection with such transaction shall not constitute (i) a cure pursuant to Clause 22.4 (Cure provisions) or (ii) an Excluded Contribution, up to the amount of such Permitted Payment made under this Clause 21.14(c)(xxxvi);” (d) Amend the definition of Permitted Payment by inserting: (i) a new Clause 21.14(c)(xlii) (Restricted Payments) as follows: “in connection with any transfer of the equity interests in a member of the Borrower Group provided that (A) the ratio of Senior Net Debt to Annualised EBITDA would not be greater than it was immediately prior to the relevant transfer and (B) such member of the Borrower Group whose equity interests have been transferred pursuant to this paragraph, becomes an Affiliate Subsidiary or member of the Borrower Group within 3 Business Days of such transfer;”; (ii) a new Clause 21.14(c)(xliii) (Restricted Payments) as follows: “following a Public Offering of Sunrise HoldCo III or a Permitted Affiliate Parent or any Parent, the declaration and payment by Sunrise HoldCo III, any Permitted Affiliate Parent or any Parent, or the making of any cash payments, advances, loans, dividends or distributions to any Parent to pay, dividends or distributions on the Capital Stock, common stock or common equity interests of Sunrise HoldCo III, any Permitted Affiliate Parent or any Parent; provided that the aggregate amount of all such dividends or distributions under this paragraph shall not exceed in any financial year the greater of (A) 6 per cent. of the Net Cash Proceeds of such Public Offering or subsequent equity offering by Sunrise HoldCo III or any Permitted Affiliate Parent or contributed to the capital of Sunrise HoldCo III or any Permitted Affiliate Parent by any Parent in any form other than Financial Indebtedness or Excluded Contributions and (B) following the Initial Public Offering, an amount equal to the greater of (1) 7 per cent. of the Market Capitalisation and (2) 7 per cent. of the IPO Market Capitalisation; and”; and (iii) a new Clause 21.14(c)(xliv) (Restricted Payments) as follows: 60 162931889_11 “in an aggregate amount outstanding at any time not to exceed the aggregate cash amount of Excluded Contributions, or consisting of non- cash Excluded Contributions, or Investments in exchange for or using as consideration Investments previously made under this Clause.”. (e) Insert the following definitions in Clause 1.1 (Definitions) in their correct alphabetic positions in connection with the new Clause 21.14(c)(xliii) (Restricted Payments): ““Initial Public Offering” means an equity offering of common stock or other common equity interests of Sunrise HoldCo III, any Permitted Affiliate Parent or any Parent (the “IPO Entity”) following which there is a Public Market and, as a result of which, the shares of the common stock or other common equity interests of the IPO Entity in such offering are listed on an internationally recognised exchange or traded on an internationally recognised market. “IPO Market Capitalisation” means an amount equal to (a) the total number of issued and outstanding shares of Capital Stock of the IPO Entity at the time of closing of the Initial Public Offering multiplied by (b) the price per share at which such shares of common stock or common equity interests are sold or distributed in such Initial Public Offering. “Market Capitalisation” means an amount equal to (a) the total number of issued and outstanding shares of Capital Stock of the IPO Entity on the date of the declaration of the relevant dividend, multiplied by (b) the arithmetic mean of the closing prices per share of such Capital Stock for the 30 consecutive trading days immediately preceding the date of the declaration of such dividend. “Net Cash Proceeds” means, with respect to any issuance or sale of Capital Stock, Subordinated Shareholder Loans or other capital contributions, the Cash proceeds of such issuance or sale net of legal fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commission and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements). “Public Market” means at any time after an equity offering has been consummated, shares of common stock or other common equity interests of the IPO Entity having a market value in excess of €75,000,000 on the date of such equity offering have been distributed pursuant to such equity offering. “Public Offering” means any offering, including an Initial Public Offering, of shares of common stock or other common equity interests that are listed on an exchange or publicly offered (which shall include any offering pursuant to Rule 144A and/or Regulation S under the United States Securities Act of 1933 to professional market investors or similar persons).” 9. Loans and guarantees:


 
61 162931889_11 (a) Delete “, provided that no Obligor shall make a loan to any other member of the Borrower Group unless, within 60 days of making that loan:” from Clause 21.15(a) (Loans and guarantees) and also delete Clause 21.15(a)(i) and (ii) (Loans and guarantees) and make any consequential changes. (b) Amend Clause 21.15(h)(v) to replace the reference to “30 days” with “60 days”. (c) Delete Clause 21.15(bb) (Loans and guarantees) and replace it with the following: “(bb) any guarantee of any Financial Indebtedness of any Parent that is given by an Affiliate Subsidiary or another member of the Borrower Group provided that (i) on the date of incurrence of such guarantee the ratio of Total Net Debt to Annualised EBITDA on a pro forma basis would not exceed 5.50:1 (provided that outstanding Total Net Debt for the purpose of calculating such ratio under this paragraph shall include any Financial Indebtedness represented by guarantees by any member of the Borrower Group of Financial Indebtedness of any Parent), (ii) such guarantee is expressed to be subordinated to the liabilities of such Affiliate Subsidiary or other member of the Borrower Group (as applicable) under the Finance Documents and (iii) no Event of Default is continuing or occurs as a result of such Financial Indebtedness of that Parent being raised or issued;”. 10. Transfers by Lenders: (a) Amend Clause 30.3(k) (Transfers by Lenders) to include “or Clause 29.9 (Replacement of Lenders)” after “under Clause 10.7 (Right of prepayment and cancellation in relation to a single Lender)”. (b) Amend the new language to be included as a new Clause 30.3(b) (Transfers by Lenders) pursuant to paragraph 5(a) of Schedule 11 of this Agreement to insert “other than Clause [30.12] (Sub-participation)” immediately after “Notwithstanding any other provision of this Agreement”.21 11. Historic references: Delete any historic references which are no longer relevant (for example, references to Priority Pledge) to the extent not materially prejudicial to the interests of the Lenders and make any consequential changes. 12. Releases: (a) Add a new paragraph (f) and a new paragraph (g) to Clause 29.4 (Release of Guarantees and Security) as follows: “(f) The Security Agent shall (and it is hereby authorised by the other Finance Parties to) at the cost of Sunrise HoldCo III, execute such documents as may be required or desirable to effect the release of any guarantees and/or Security which it is necessary or desirable to release in connection with any Permitted Tax Reorganisation provided that any equivalent guarantees and/or Security in 21 R&G note – this will be inserted once creeper 3(c) contained in the Ninth Amendments, Waivers, Consents and Other Modifications schedule has been included. 62 162931889_11 respect of any other Pari Passu Lien Obligations are released simultaneously.”; and “(g) The Security Agent shall (and it is hereby authorised by the other Finance Parties to) upon the occurrence of a Permitted Guarantee Release, at the cost of Sunrise HoldCo III, execute such documents as may be required or desirable to effect the release of any guarantees and Security (other than Security in respect of (i) the shares in Sunrise HoldCo III and (ii) intercompany receivables payable by Sunrise HoldCo III) granted by Sunrise HoldCo IV.” (b) Insert new definitions in Clause 1.1 (Definitions) in their correct alphabetic positions in connection with the new paragraphs (f) and (g) in Clause 29.4 (Release of Guarantees and Security) as follows: ““Pari Passu Lien Obligations” means any Financial Indebtedness that has equal or substantially equal Security Interest priority to the Facilities on the Security (taking into account any intercreditor arrangements). “Permitted Guarantee Release” means the release, at the option of Sunrise HoldCo III at any time when all Pari Passu Lien Obligations permit, of any guarantee granted by Sunrise HoldCo IV provided that all other guarantees granted by Sunrise HoldCo IV in connection with all other Pari Passu Lien Obligations are released simultaneously.” 13. Permitted Security: (a) At paragraph (k) of the definition of Permitted Security Interest in Clause 1.1 (Definitions), insert the words “or any Refinancing Indebtedness in respect of such Finance Leases, sale and leaseback arrangements or Vendor Financing Arrangements” after reference to “Clause 21.13(b)(xviii) (Restrictions on Financial Indebtedness)”. (b) At paragraph (m) of the definition of Permitted Security Interest in Clause 1.1 (Definitions), insert the words “and Security Interests created, incurred or assumed in connection with any Refinancing Indebtedness in respect of Financial Indebtedness pursuant to which any Security Interest over or affecting any asset (including any shares) acquired by a member of the Borrower Group after the Signing Date was granted” after the first reference to “the relevant acquisition or transaction”. (c) At paragraph (i) of the definition of Permitted Security Interest in Clause 1.1 (Definitions), insert the words “and Security Interests created, incurred or assumed in connection with any Refinancing Indebtedness in respect of Financial Indebtedness pursuant to which any Security Interest over or affecting any asset of, or shares in, any person which becomes a member of the Borrower Group after the Signing Date was granted” after the first reference to “the relevant acquisition or transaction”. 63 162931889_11 (d) Insert a new paragraph (uu) to the definition of Permitted Security Interest in Clause 1.1 (Definitions) as follows: “any Security Interest arising under clause 24 or 25 of the general banking conditions (algemene bankvoorwaarden) of any member of the Dutch Banking Association.” (e) Insert a new paragraph (H) in paragraph (t)(ii) of the definition of Permitted Security Interest in Clause 1.1 (Definitions) as follows (and make any necessary consequential changes): “(H) Financial Indebtedness which is permitted under sub-paragraph (xxxvi) of the definition of Permitted Financial Indebtedness,” once the amendment detailed at paragraph 7(h) of this Schedule 13 has been implemented. (f) Insert a new paragraph (F) in paragraph (u)(ii) of the definition of Permitted Security Interest in Clause 1.1 (Definitions) as follows (and make any necessary consequential changes): “(F) Financial Indebtedness which is permitted under sub-paragraph (xxxvi) of the definition of Permitted Financial Indebtedness,” once the amendment detailed at paragraph 7(h) of this Schedule 13 has been implemented. 14. Unrestricted Subsidiary: Delete the definition of Unrestricted Subsidiary in Clause 1.1 (Definitions) and replace it with the following: ““Unrestricted Subsidiary” means any Subsidiary of Sunrise HoldCo III, any Subsidiary of any Permitted Affiliate Parent and any Subsidiary of an Affiliate Subsidiary that is not an Obligor which is designated by Sunrise HoldCo III or any Permitted Affiliate Parent in writing as an Unrestricted Subsidiary.” 15. Increased Costs: (a) Amend Clause 17.1(a) (Increased Costs) to delete both references to “the Signing Date” and replace with “the later of the date upon which (i) the Finance Party, who has incurred any Increased Cost which is the subject of this Clause, becomes a Party in accordance with the provisions of this Agreement and (ii) in the case of a Lender where the Facility under which such Lender initially had a Commitment when it became a Party has been cancelled, the first day of the Availability Period for the Facility under which such Lender has a Commitment (it being acknowledged that, where such Lender has Commitments under more than one Facility and such Facilities’ Availability Periods commenced on different dates, the relevant date shall be the earlier of those dates)”. (b) Delete paragraph (b) of Clause 17.2 (Increased cost claims) and replace it with the following: “Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate (giving reasonable details of the circumstances giving rise to such claim and of the calculation of the Increased Cost) confirming (i) the amount of its Increased Costs or, if applicable, the Increased Costs of any of its Affiliates, (ii) that it is its policy or current practice to seek to recover such Increased Costs to a similar extent from other similar borrowers in relation to similar existing facilities (such similarity, in each case, determined by reference to the treatment of borrowers and 64 162931889_11 facilities under the law or regulation giving rise to the relevant Increased Cost) and (iii) that it had not already taken such Increased Costs into account as part of its fees and pricing in connection with the Facilities, a copy of which shall be provided to Sunrise HoldCo III at the same time as such certificate is delivered to the Facility Agent, provided that no Finance Party shall be required to disclose information it is not legally allowed to disclose or in respect of which it is bound by contractual requirements of confidentiality or which is otherwise price-sensitive information prohibited from being disclosed pursuant to applicable law or regulation.” 16. Legal Reservations: (a) Insert a new definition in Clause 1.1 (Definitions) as follows: ““Legal Reservations” means: (a) the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court, the principle of reasonableness and fairness, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, court protection, examinership, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors; (b) the time barring of claims under applicable limitation laws, the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of stamp duty may be void and defences of set-off or counterclaim; and (c) any other general principles which are set out as qualifications or reservations as to matters of law in any legal opinion delivered under any Finance Document including (whether or not set out in such legal opinion) the qualification that security purporting to create fixed charges may create floating charges.” (b) Amend Clause 10.4(d)(iii) (Change of Control) to delete reference to “substantially similar qualifications to those made in the legal opinions referred to in Schedule 2 (Conditions Precedent Documents)” and replace with reference to “the Legal Reservations”. (c) Amend Clause 20.4(a) (Legal validity) to delete reference to “any relevant reservations or qualifications as to matters of law contained in any legal opinion referred to in Part 1 of Schedule 2 (Conditions Precedent Documents) or (as applicable) paragraph 13 of Part 2 of Schedule 2 (Conditions Precedent Documents)” and replace with reference to “the Legal Reservations”. (d) Amend Clauses 20.4(b) and (c) (Legal validity) to delete reference to “any relevant reservation or qualification as to matters of law contained in any legal opinion referred to in paragraph (a) above” and replace with reference to “the Legal Reservations”. (e) Amend Clause 20.6(a) (Consents) to delete reference to “any relevant reservations or qualifications contained in any legal opinion referred to in Clause 20.4(a) (Legal validity) above” and replace with a reference to “the Legal Reservations”.


 
65 162931889_11 (f) Amend paragraph 3 of Schedule 11 (Agreed Security Principles) to delete reference to “any legal opinion referred to in Clause 20.4 (Legal Validity)” and replace with reference to “the Legal Reservations”. 17. Financial Covenant: (a) Amend the definition of Senior Debt in Clause 22.1 (Financial definitions) to delete limb (c) of such definition and replace it with the following: “(c) any Financial Indebtedness referred to in Clauses 21.13(b)(viii), 21.13(b)(xii), 21.13(b)(xiii), 21.13(b)(xxix) and 21.13(b)(xxxiv) (Restrictions on Financial Indebtedness);”. (b) Amend the definition of Senior Debt in Clause 22.1 (Financial definitions) to delete limb (d) of such definition and replace it with the following: (d) any Financial Indebtedness referred to in Clause 21.13(b)(xi) or 21.13(b)(xxxii) (Restrictions on Financial Indebtedness), for a period of six months following the date of completion of an acquisition referred to in Clause 21.13(b)(xi) or 21.13(b)(xxxii) (Restrictions on Financial Indebtedness) only;”. 18. Borrower Group: Amend the definition of Borrower Group in Clause 1.1 (Definitions) to insert “and any Subsidiary of such Affiliate Subsidiary that is designated as a member of the Borrower Group by Sunrise HoldCo III or a Permitted Affiliate Parent [(provided that such designation shall only remain in effect whilst the relevant Affiliate Subsidiary has not been the subject of an Affiliate Subsidiary Release)]22” after the reference to “Affiliate Subsidiary” in paragraph (c) of the definition of Borrower Group. 19. Intra-Group Services: Amend the definition of Intra-Group Services in Clause 1.1 (Definitions): (a) insert “, including stock and other incentive plans” into limb (c)(ii) after “other benefits”; (b) delete limb (c)(iv) and replace with the following: “(iv) the provision of treasury, audit, accounting, banking, strategy, IT, branding, marketing, network, technology, research and development, installation and customer service, telephony, office, administrative, compliance, payroll or other similar services; and”; (c) delete “, in the ordinary course of business and on terms not materially less favourable to the relevant member of the Borrower Group than arms’ length terms,” in limb (d). 22 R&G note – language to be included once Affiliate Subsidiary Release concept is included from previous set of UPC/Sunrise creepers. 66 162931889_11 20. Holding Company Expenses: Amend limb (e) of the definition of Holding Company Expenses in Clause 1.1 (Definitions) to include “and/or a Permitted Tax Reorganisation” after “Post-Closing Reorganisation”. 21. Business: Amend the definition of “Business” in Clause 1.1 (Definitions) as follows: (a) insert a new limb (c) as follows and re-letter the existing limbs (c) and (d) accordingly: “(c) other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which any Parent or any member of the Borrower Group are engaged from time to time, including, without limitation, all forms of television, telephony (including, for the avoidance of doubt, mobile telephony) and internet services and any services relating to carriers, networks, broadcast or communications services, or Content;” and (b) amend the existing limb (c) by inserting “, (c)” immediately after “(b)”. 22. Resignation of Obligors: Amend the definition of Borrower in Clause 1.1 (Definitions) to insert “or Clause [●] (Resignation of an Obligor (other than Sunrise HoldCo III))” immediately after “Clause 30.2 (Transfers by Obligors)”23. 23. Default: Amend the definition of Default in Clause 1.1 (Definitions) to insert “provided that any such event or circumstance which requires the satisfaction of a condition as to materiality before it becomes an Event of Default shall not be a Default unless that condition is satisfied” after “be an Event of Default”. 24. Acceleration: Amend Clause 23.18 (Acceleration) and Clause 23.19 (Maintenance Covenant Revolving Facility Acceleration) to insert a new paragraph as follows (and to make the consequential changes required to the numbering of the existing paragraphs in Clause 23.18 (Acceleration) and Clause 23.19 (Maintenance Covenant Revolving Facility Acceleration)): “(b) Any notice of Default or Event of Default, notice of acceleration or instruction to the Facility Agent to provide a notice of Default or Event of Default or notice of acceleration, or to take any other action with respect to an alleged Default or Event of Default, may not be given with respect to any Default or Event of Default notified to the Facility Agent, reported publicly or which the Facility Agent otherwise became aware of, in each case, more than two years prior to such notice or instruction.”. 25. Permitted Transaction: (a) Amend the definition of Permitted Transaction in Clause 1.1 (Definitions) to insert a new paragraph as follows: “any acquisition or purchase of a spectrum license;”. 23 R&G note – insertion of reference to new “Resignation of an Obligor (other than Sunrise HoldCo III)” clause to occur once “Resignation of Obligors” creeper contained in the Eighth Amendments, Waivers, Consents and Other Modifications schedule has been included. 67 162931889_11 (b) Amend the definition of Permitted Transaction in Clause 1.1 (Definitions) to insert new paragraphs as follows: “any step, circumstance or transaction which is mandatorily required by law (including arising under an order of attachment or injunction or similar legal process);”; and “any intermediate steps or actions necessary to implement steps, circumstances, payments or transactions permitted or not prohibited by this Agreement;”. (c) Amend the definition of Permitted Transaction in Clause 1.1 (Definitions) to insert a new paragraph (i) as follows: “so long as no [Default or Event of Default of the type specified in Clause 21.2 (Non- payment)]/[Relevant Event]24 has occurred and is continuing, Investments in any person to the extent that, after giving pro forma effect to any such Investment, the ratio of Senior Net Debt to Annualised EBITDA would not exceed 4.50 to 1.00;” (d) Insert a new definition in Clause 1.1 (Definitions) as follows: ““Investment” means, with respect to any person, all investments by such person in other persons (including Affiliates) in the form of any direct or indirect advance, loan (other than advances or extensions of credit to customers in the ordinary course of business) or other extensions of credit (including by way of guarantee or similar arrangement, but excluding any debt or extension of credit represented by a bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Financial Indebtedness or other similar instruments issued by, such person and all other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.” 26. Cash Equivalent Investment: Amend paragraph (a) of the definition of Cash Equivalent Investment in Clause 1.1 (Definitions) to insert “, the government of Switzerland” immediately after “the relevant member state of the European Union”. 27. Reference Banks: Delete the definition of Reference Banks in Clause 1.1 (Definitions) and replace it with the following: ““Reference Banks” means, subject to Clause 30.9 (Reference Banks), the principal London offices of such banks as may be approved by the Facility Agent with the consent of Sunrise HoldCo III and such banks.” 28. Representations: Amend Clause 20.20(a) (Times for making representations and warranties) by deleting “on the date of each Request and”. 29. Financial information: (a) Delete the following “(provided however, that to the extent any reports are filed on the SEC’s website or Sunrise HoldCo III’s website, such reports shall be deemed supplied to the Facility Agent in sufficient copies for all Lenders)” from Clause 21.2(a) 24 To refer to Relevant Event once the amendment detailed at paragraph 3 of this Schedule 13 has been implemented 68 162931889_11 (Financial information) and replace it with “(provided however, that (x) to the extent any reports are filed on the SEC’s website or Sunrise HoldCo III’s website, such reports shall be deemed supplied to the Facility Agent in sufficient copies for all Lenders and (y) the information required to be included in a certificate signed by a director of Sunrise HoldCo III pursuant to Clause 21.2(a)(iii)(B) shall only be required to be included in a certificate which is supplied to the Facility Agent for the benefit of the Lenders under Maintenance Covenant Revolving Facilities and, as such, such information shall not be required to be supplied to the Facility Agent in sufficient copies for, or for distribution to, all Lenders, and as such a separate certificate which does not include such information may be provided to the Facility Agent for the benefit of the other Lenders)”. (b) Delete Clauses 21.2(a)(iv) and 21.2(a)(v). 30. Priority: Delete Clause 21.20 (Priority). 31. Share security: (a) Amend Clause 21.21(b) (Share security) to insert “within 60 days of the date that such shares are issued” immediately after “pursuant to the terms of a Security Document”. (b) Amend Clause 21.21(c) (Share security) to insert “provided that the Facility Agent (acting in its sole discretion) may elect to waive the requirements of this Clause 21.21(c) (Share security) if Sunrise HoldCo III gives an undertaking in a form reasonably satisfactory to it that such requirements will be satisfied within 60 days of the date that such shares are issued” immediately after “may reasonably require”. (c) Amend Clause 21.21(f) (Share security) to delete “upon issue” and insert “within 60 days of the date that such shares are issued” immediately after “in favour of the Beneficiaries”. 32. Breach of other obligations: (a) Delete Clause 23.3(a) (Breach of other obligations) (and make any necessary renumbering changes accordingly). (b) Amend Clause 23.3(b) (Breach of other obligations) by deleting “in paragraph (a) above or” immediately after “(other than those referred to”. 33. Expenses: (a) Amend Clause 26.1 (Transaction Expenses) to include “which are properly documented and are” immediately after “(including legal fees, subject to any agreed caps)”. (b) Amend Clause 26.2 (Amendment Costs) to include “which are properly documented and are” immediately after “(including legal fees, subject to any agreed caps)”. (c) Amend Clause 26.3 (Enforcement Costs) to include “which are properly documented and are” immediately after “(including legal fees)”.


 
69 162931889_11 34. Counterparts: Amend Clause 36 (Counterparts) to replace the first reference to “This Agreement” with “A Finance Document (other than a Security Document governed by the laws of a jurisdiction which requires such Security Document to be signed on a single copy in order for such Security Document to grant a valid and enforceable Security Interest)” and replace the second reference to “this Agreement” with “such Finance Document”. 35. Ultimate Parent: Amend the definition of Ultimate Parent in Clause 1.1 (Definitions) by adding a new paragraph (b) as follows and renumbering the existing paragraphs accordingly: (b) upon consummation of any transaction whereby Liberty Global PLC has a Parent, “Ultimate Parent” will mean the top tier Parent above Liberty Global PLC and its successors;”. 36. Notices: Amend Clause 37 (Notices) to replace each reference to “this Agreement” with “a Finance Document unless specified to the contrary in such Finance Document”. 37. Breach of Intercreditor Agreement: (a) [Reserved] (b) Delete Clause 21.14(c) (Breach of Intercreditor Agreement). 38. Additional Obligor Conditions Precedent: (a) [Reserved] (b) Delete paragraph 3(a) of Part 2 (To be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents) and make any necessary renumbering changes accordingly. (c) Delete paragraph 3(b) of Part 2 (To be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents) once the amendment detailed at paragraph 1(a) of this Schedule 13 has been implemented and make any necessary renumbering changes accordingly. (d) Amend paragraph 3(c) of Part 2 (To be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents) to delete “, together with a Pledge of Subordinated Shareholder Loans executed by the Additional Guarantor in respect of such Financial Indebtedness and the other documents referred to in Clause 21.22(a) (Shareholder Loans)” and replace it with “and, to the extent that Sunrise HoldCo III elects that such Financial Indebtedness should constitute Subordinated Shareholder Loans, a pledge over the instrument pursuant to which such proposed Subordinated Shareholder Loans have or has been advanced”. (e) Delete paragraph 3(d) of Part 2 (To be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents) once the amendment detailed at paragraph 43 of this Schedule 13 has been implemented and make any necessary renumbering changes accordingly. 70 162931889_11 (f) Delete paragraph 4 of Part 2 (To be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents) and make any necessary renumbering changes accordingly. (g) Delete paragraph 7(b) of Part 2 (To be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents) and make any necessary consequential and renumbering changes accordingly. 39. Form of Request and Cancellation Notice: (a) Amend Part 1 (Form of Request (Advances)) and Part 2 (Form of Cancellation and/or Prepayment Notice) of Schedule 3 (Form of Request and Cancellation Notice) to include reference to “Revolving Facility” wherever there is a reference to “Additional Facility”. (b) Amend Part 1 (Form of Request (Advances)) and Part 3 (Form of Request (Documentary Credits)) of Schedule 3 (Form of Request and Cancellation Notice) to delete reference to “We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Request” and replace it with “We confirm that each condition specified in Clause 4.2 (Further conditions precedent) that is required to be satisfied on the date of this Request is satisfied or (where required to be satisfied on the proposed Utilisation Date) is or will be satisfied on such Utilisation Date”. (c) Amend Part 3 (Form of Request (Documentary Credits)) of Schedule 3 (Form of Request and Cancellation Notice) to insert “Documentary Credit” immediately prior to each reference to “Beneficiary”. 40. Personal liability: Amend Clause 1.2(j) (Construction) to delete the wording immediately after “that member of the Wider Group in a” and replace it with “Finance Document, certificate or other document required to be delivered under any Finance Document.” 41. Change of Control: Amend the definition of Controlling Company in Clause 10.4 (Change of Control) to delete “and” at the end of paragraph (A) and to delete Clause 10.4(b) (Change of Control) (and make any necessary consequential amendments) and instead include such language as new paragraphs below paragraph (B) as follows: “(C) after a Post-Closing Reorganisation, New Intermediate Holdco and its successors; or (D) after a Spin-Off in which LGEF and its successors (or if a Permitted Affiliate Group Designation Date has occurred, the Common Holding Company and its successors) is no longer a Parent of Sunrise HoldCo III Holdco (or if a Permitted Affiliate Group Designation Date has occurred, a common Parent of Sunrise HoldCo III Holdco and any Permitted Affiliate Parent), a Parent of Sunrise HoldCo III Holdco (or if a Permitted Affiliate Group Designation Date has occurred, a common Parent of Sunrise HoldCo III Holdco and any Permitted Affiliate Parent) designated by Sunrise HoldCo III and any successors of such Parent;” 71 162931889_11 42. Enforcement of and undertakings in relation to certain agreements: Delete Clause 21.3A (Enforcement of and undertakings in relation to certain agreements) and Clause 21.3(c) (Information – Miscellaneous). 43. Shareholder Loans: Delete Clause 21.22 (Shareholder Loans) and make any other necessary consequential amendments. 44. Further security over receivables: Delete Clause 21.23 (Further security over receivables) and make any other necessary consequential amendments. 45. Sunrise Financing: Delete Clause 21.26(a) (Sunrise Financing) and replace it with the following: “(a) Each Borrower will ensure that the proceeds of any loan made to Sunrise Financing by Sunrise HoldCo III or Sunrise FinCo II and the proceeds of any drawing made by Sunrise Financing shall be (i) used to prepay or repay any third party Financial Indebtedness to the extent not prohibited under this Agreement or (ii) invested by way of intercompany loan or equity subscription in one or more other members of the Borrower Group within five Business Days of receipt of such proceeds or, as the case may be, the relevant Utilisation Date.” 46. Cross default: Delete Clause 23.5(e) (Cross default). 47. Insolvency: Delete Clause 23.6(c) (Insolvency) and make any necessary renumbering changes accordingly. 48. Additional Obligors: (a) Amend Clause 30.8(b) (Additional Obligors) and 30.8(d) (Additional Obligors) to delete “or (ii)”. (b) Amend Clause 30.8(c)(i) to insert “under that Facility” immediately after “Majority Lenders”. (c) Delete Clause 30.8(c)(iv). 49. Amendments and Waivers: Insert a new Clause 29.1(c) (Required consents) as follows “In respect of any request for a consent, waiver, amendment or other vote under the Finance Documents, a Lender may not vote part (but may vote all) of its Commitments in favour or against such request and a Lender may not abstain from voting part (but may abstain from voting all) of its Commitments in respect of such request, other than, in each case, with the prior written consent of Sunrise HoldCo III (in its sole discretion) and, in the event that any Lender purports to vote (or abstain from voting) its Commitments in breach of this paragraph (c) in respect of any request made by a member of the Borrower Group, such Lender shall be deemed to have voted all of its Commitments in favour of such request.” 50. Agreed Security Principles: Delete paragraph 3(a)(ii)(C) of Schedule 11 (Agreed Security Principles). 72 162931889_11 51. Cure provisions: (a) Delete Clause 22.4(a) (Cure provisions) and replace with the following: “(a) Sunrise HoldCo III may cure a breach of the financial ratio set out in Clause 22.2 (Financial Ratio) by procuring that: (i) additional equity is injected into, and/or additional Subordinated Shareholder Loans are provided to, one or more members of the Borrower Group in an aggregate amount equal to or greater than the amount which if it had been deducted from Senior Net Debt for the Ratio Period in respect of which the breach arose, would have avoided the breach; (ii) additional equity is injected, and/or additional Subordinated Shareholder Loans are provided to, one or more members of the Borrower Group in an aggregate amount equal to or greater than the amount which if it had been added to EBITDA for the Ratio Period in respect of which the breach arose, would have avoided the breach; (iii) any Revolving Facility Outstandings, Outstandings under any Additional Revolving Facility and/or net indebtedness under any Ancillary Facility are prepaid (from any source selected by Sunrise HoldCo III in its sole discretion) in an amount which if such prepayment had occurred immediately prior to the calculation on the last day of the Ratio Period in respect of which the breach arose, the Financial Ratio Test Condition as at the last day of that Ratio Period would have not been met and therefore the financial ratio would not have been required to be tested; (iv) non-cash assets are contributed to one or more members of the Borrower Group in an aggregate amount (determined by reference to such non-cash assets’ fair market value (as determined by Sunrise HoldCo III in good faith)) equal to or greater than the amount which if it had been deducted from Senior Net Debt for the Ratio Period in respect of which the breach arose, would have avoided the breach; or (v) non-cash assets are contributed to one or more members of the Borrower Group in an aggregate amount (determined by reference to such non-cash assets’ EBITDA (as determined by Sunrise HoldCo III in good faith)) equal to or greater than the amount which if it had been added to EBITDA for the Ratio Period in respect of which the breach arose, would have avoided the breach.” (b) Delete Clause 22.4(b) (Cure provisions) and replace with the following: “(b) A cure under this Clause 22.4 will not be effective unless: (i) in the case of paragraphs (a)(i), (a)(ii), (a)(iv) and (a)(v) an amount equal to or greater than the required amount of additional equity, the proceeds


 
73 162931889_11 of any Subordinated Shareholder Loans, the EBITDA of the non-cash assets or the amount of non-cash assets (as applicable) are received by one or more members of the Borrower Group; or (ii) in the case of paragraph (a)(iii) above, any Revolving Facility Outstandings, Outstandings under any Additional Revolving Facility and/or net indebtedness under any Ancillary Facility that are required to be prepaid are so repaid, in each case, within 30 Business Days of delivery of the financial statements delivered under Clause 21.2 (Financial information) which show that Clause 22.2 (Financial Ratio) has been breached (“Cure Period”).” (c) Delete Clause 22.4(d) (Cure provisions) and replace with the following: “(d) Sunrise HoldCo III shall make an election (at its sole discretion) by notice to the Facility Agent prior to the end of the Cure Period as to whether a breach of the financial ratio set out in Clause 20.2 (Financial Ratio) shall be cured pursuant to a recalculation as described in either sub-paragraph (a)(i), (a)(ii), (a)(iii), (a)(iv) or (a)(v) above.” (d) Delete Clause 22.4(e) (Cure provisions) and replace with the following: “(e) If Sunrise HoldCo III makes an election for a recalculation as described in sub- paragraphs (a)(i), (a)(ii), (a)(iv) and (a)(v) above, it shall be under no obligation to apply the amount of additional equity, the proceeds of any Subordinated Shareholder Loans or the amount of non-cash assets that are received by one or more members of the Borrower Group in prepayment of the Facilities or for any other specific purpose and such amount will be deemed to be deducted from Senior Net Debt or added to EBITDA for the purposes of Clause 22.2 (Financial Ratio) (as applicable) as at the last day of the relevant Ratio Period.” (e) Delete Clause 22.4(h) (Cure provisions) and replace with the following: “(h) Where a cure is exercised under this Clause 22.4 in respect of a breach of Clause 22.2 (Financial Ratio) for any financial quarter and Sunrise HoldCo III makes an election for a recalculation as described in sub-paragraph (a)(ii) or (a)(v) above, the amount of additional equity, the proceeds of any Subordinated Shareholder Loans or the EBITDA of the non-cash assets (as applicable) that are received by one or more members of the Borrower Group shall also be added in calculating EBITDA for any future Ratio Period that includes such financial quarter. Any Adjustments pursuant to this paragraph will not be treated as a separate cure.” 52. Capital Stock: Move the definition of Capital Stock from Clause 10.4 (Change of Control) to its correct alphabetic position in Clause 1.1 (Definitions) and make any necessary consequential changes. 53. Contractual recognition of bail-in: 74 162931889_11 (a) [Reserved] (b) [Reserved] (c) Amend limb (b) of the definition of Write-down and Conversion Powers in Clause 1.1 (Definitions) to insert “other than the UK Bail-In Legislation” immediately after “any other applicable Bail-In Legislation”. (d) Delete limb (c) of the definition of Write-down and Conversion Powers in Clause 1.1 (Definitions) and replace it with: “(c) in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers.” 75 162931889_11 SCHEDULE 14 TENTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 14 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement. In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement. 1. Determinations – Option A: Delete clause 22.5 (Determinations) in its entirety and replace it as follows: (a) Financial Indebtedness of the Borrower Group originally denominated in any currency other than CHF that has been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into CHF, will be taken into account at its CHF equivalent using the effective exchange rate in the relevant foreign exchange hedging transactions. (b) Unless stated to the contrary in this Agreement, all the terms used above are to be calculated in accordance with the Relevant Accounting Principles. (c) Notwithstanding paragraphs (a) and (b) above, Hedged Debt (as defined below) will be taken into account at its CHF equivalent calculated using the same weighted average exchange rates for the relevant Ratio Period used in the profit and loss statements of the relevant accounts of the Borrower Group for calculating the CHF equivalent of EBITDA denominated in the same currency as the currency in which that Hedged Debt is denominated or into which it has been swapped, as described below. “Hedged Debt” means: (i) Financial Indebtedness of the Borrower Group originally denominated in any currency other than CHF in which any member of the Borrower Group earns EBITDA (a “functional currency”) and that has not been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into CHF; and (ii) Financial Indebtedness of the Borrower Group that has been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into a functional currency. (d) If there is a dispute as to any interpretation of or computation for Clause 22.1 (Financial definitions), the interpretation or computation of the auditors of Sunrise HoldCo III shall prevail. 76 162931889_11 2. Determinations – Option B: Delete clause 22.5 (Determinations) in its entirety and replace it as follows: (a) Financial Indebtedness of the Borrower Group originally denominated in any currency other than CHF that has been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into CHF, will be taken into account at its CHF equivalent using the effective exchange rate in the relevant foreign exchange hedging transactions. (b) Financial Indebtedness of the Borrower Group originally denominated in any currency other than CHF that has not been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into CHF, will be taken into account at its CHF equivalent using: (i) if the Borrower Group has generated EBITDA in the relevant Ratio Period denominated in that currency, the same weighted average exchange rates for the relevant Ratio Period used in the profit and loss statements of the relevant accounts of the Borrower Group for calculating the CHF equivalent of EBITDA denominated in that currency; or (ii) if the Borrower Group has not generated EBITDA in the relevant Ratio Period denominated in that currency, the weighted average exchange rates for the relevant Ratio Period determined by Sunrise HoldCo III acting reasonably, provided that if a calculation is being made in connection with the incurrence of that Financial Indebtedness, at the election of Sunrise HoldCo III in its sole discretion, it may be taken into account at its CHF equivalent using the Agent’s Spot Rate of Exchange at the time of that calculation. (c) Unless stated to the contrary in this Agreement, all the terms used above are to be calculated in accordance with the Relevant Accounting Principles. (d) If there is a dispute as to any interpretation of or computation for Clause 22.1 (Financial definitions), the interpretation or computation of the auditors of Sunrise HoldCo III shall prevail. 3. Determinations – Option C: Delete clause 22.5 (Determinations) in its entirety and replace it as follows: (a) Financial Indebtedness and EBITDA of the Borrower Group originally denominated in any currency other than CHF may, at the election and determination of Sunrise HoldCo III in its sole discretion, be taken into account at its CHF equivalent using: (i) the weighted average exchange rates for the relevant period determined by Sunrise HoldCo III acting reasonably;


 
77 162931889_11 (ii) exchange rates otherwise consistent with the exchange rate methodology applied in the financial statements required to be delivered under Clause 21.2(a)(i) or (ii) (Financial information); (iii) in connection with Financial Indebtedness of the Borrower Group only, the effective exchange rates in respect of any related foreign exchange hedging transactions; or (iv) the spot rate on the relevant date (such rate as elected and determined by Sunrise HoldCo III acting reasonably). (b) Unless stated to the contrary in this Agreement, all the terms used above are to be calculated in accordance with the Relevant Accounting Principles. (c) If there is a dispute as to any interpretation of or computation for Clause 22.1 (Financial definitions), the interpretation or computation of the auditors of Sunrise HoldCo III shall prevail. 4. General CHF amendments: Amend all references to “Euro”, “Euros” or “€” to refer to “CHF” in all provisions of the Credit Agreement and/or the Intercreditor Agreement related to baskets, thresholds, ratios, permissions, financial covenant calculations and covenants (including, without limitation, in the definition of Cash and clause 1.5 (Exchange Rates) provided that, for the avoidance of doubt, there shall be no change to any number referenced in the Credit Agreement and the Intercreditor Agreement based on a foreign exchange differential. 5. Deferred consideration for receivables financings: Add a new paragraph in Clause 21.15 (Loans and guarantees) as follows: “any loan made or credit given to any person that acquires receivables directly or indirectly from any member of the Borrower Group in connection with any asset securitisation programme or receivables factoring transaction.” (Project Piguet – signature page to AAA1 Accession Agreement) THE FACILITY AGENT EXECUTED as a DEED for and on behalf of THE BANK OF NOVA SCOTIA ______________________ Name: Title: ______________________ Name: Title: Rory McCarthy Director Sonya Bikhit Managing Director (Project Piguet – signature page to AAA1 Accession Agreement) THE SECURITY AGENT EXECUTED as a DEED for and on behalf of THE BANK OF NOVA SCOTIA ______________________ Name: Title: ______________________ Name: Title: Rory McCarthy Director Sonya Bikhit Managing Director (Project Piguet – signature page to AAA1 Accession Agreement) Company EXECUTED as a DEED for and on behalf of SUNRISE HOLDCO III B.V. acting by: ………………………………. Name: Marcel Huber Title: Authorised Signatory ………………………………. Name: Title: Authorised Signatory Cesar Severino Sunrise FinCo II B.V.


 
(Project Piguet – signature page to AAA1 Accession Agreement) Borrower EXECUTED as a DEED for and on behalf of SUNRISE FINANCING PARTNERSHIP acting by: ………………………………. Name: Marcel Huber Title: Attorney In Fact ………………………………. Name: Title: Attorney In Fact Cesar Severino (Project Piguet – signature page to AAA1 Accession Agreement) Additional Facility AAA1 Lender EXECUTED as a DEED for and on behalf of THE BANK OF NOVA SCOTIA ______________________ Name: Title: ______________________ Name: Title: Rory McCarthy Director Sonya Bikhit Managing Director


 
Execution Version PROJECT BREITLING € 385,000,000 ADDITIONAL FACILITY AAB2 ACCESSION AGREEMENT To: The Bank of Nova Scotia as Facility Agent and Security Agent From: Sunrise FinCo I B.V. (a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands registered with the Dutch trade register under number 82132631, having its official seat (statutaire zetel) in Amsterdam, the Netherlands, whose registered office is at Boeingavenue 53, 1119PE Schiphol-Rijk, the Netherlands) (the “Additional Facility AAB2 Lender”) Date: 9 October 2025 Sunrise HoldCo III B.V. – Credit Agreement dated 16 January 2004 as amended from time to time (the “Credit Agreement”) 1. In this Additional Facility AAB2 Accession Agreement: “Additional Facility AAB Accession Agreement” means the €550,000,000 additional facility AAB accession agreement dated 28 May 2025 and made between Sunrise Financing Partnership as borrower, Sunrise FinCo I B.V. as additional facility AAB lender and the Facility Agent. “Borrower” means Sunrise Financing Partnership (a general partnership formed under the laws of Delaware law with its principal place of business at 1550 Wewatta Street, Suite 1000, Denver, Colorado 80202, USA). “Facility AAB” means the €550,000,000 term loan facility made available under the Additional Facility AAB Accession Agreement. “Facility AAB Advance” has the meaning given to that term in the Additional Facility AAB Accession Agreement. “Facility AAB2” means the € 385,000,000 term loan facility made available under this Additional Facility AAB2 Accession Agreement. “Facility AAB2 Advance” means the euro denominated advance made to the Borrower by the Additional Facility AAB2 Lender under Facility AAB2. “Facility AAB2 Commitment” means, in relation to the Additional Facility AAB2 Lender, the amount in euro set opposite its name under the heading “Facility AAB2 Commitment” in Schedule 1 (Additional Facility AAB2 Lender and Commitment) of this Additional Facility AAB2 Accession Agreement and any such Facility AAB2 Commitment transferred to it or assumed by it under the Credit Agreement, in each case, to the extent not cancelled, reduced or transferred by it under this Additional Facility AAB2 Accession Agreement or the Credit Agreement. “Indenture” means the indenture dated 28 May 2025 between, among others, the Additional Facility AAB2 Lender as issuer and U.S. Bank Trustees Limited as trustee and BNY Mellon Corporate Trustee Services Limited as security trustee. Exhibit 4.8 2 “Issue Date” means 9 October 2025. “Issuer Tax Event” has the meaning given to that term in the Indenture. “Liberty Global Reference Agreement” means any or all of: (i) the credit agreement dated 5 March 2015 between, among others, Ziggo Secured Finance B.V. as SPV borrower and The Bank of Nova Scotia as facility agent; (ii) the credit agreement dated 24 May 2019 between, among others, DLG Acquisitions Limited as parent and National Westminster Bank plc as facility agent; (iii) the credit agreement dated 7 June 2013 between, among others, Virgin Media Investment Holdings Limited as company and The Bank of Nova Scotia as facility agent; (iv) the credit agreement dated 1 August 2007 between, among others, Telenet NV as borrower and The Bank of Nova Scotia as facility agent; (v) the credit agreement dated 17 June 2021 between, among others, Virgin Media Ireland Limited as borrower and The Bank of Nova Scotia as facility agent; (vi) the indenture dated 18 October 2017 in respect of the $550,000,000 5.500% senior notes due 2028 issued by Sunrise HoldCo IV B.V. (formerly UPC Holding B.V.); (vii) the indenture dated 13 December 2017 in respect of the $1,000,000,000 5.500% senior secured notes due 2028 and €600,000,000 3.500% senior secured notes due 2028 issued by Telenet Finance Luxembourg Notes S.à r.l.; (viii) the indenture dated 28 October 2019 in respect of $700,000,000 aggregate principal amount of 4.875% senior secured notes due 2030 and €502,500,000 aggregate principal amount of 2.875% senior secured notes due 2030 issued by Ziggo B.V.; (ix) the facilities agreement dated 18 December 2020 between, among others, VZ Financing I B.V. as borrower, VZ Vendor Financing II B.V. as lender and The Bank of New York Mellon, London Branch acting as administrator, in respect of the advance of certain proceeds of the €700,000,000 aggregate principal amount of 2.875% vendor financing notes due 2029 issued by VZ Vendor Financing II B.V.; (x) the indenture dated 8 November 2024 in respect of $575,000,000 aggregate principal amount of 6.125% senior notes due 2032 issued by Ziggo Bond Company B.V.; 3 (xi) the indenture dated 22 June 2020 in respect of €500,000,000 aggregate principal amount of 3.750% senior notes due 2030 issued by Virgin Media Finance plc; (xii) the facilities agreement dated 24 June 2020 in respect of the advance of certain proceeds of the $500,000,000 aggregate principal amount of 5.000% vendor financing notes due 2028 issued by Virgin Media Vendor Financing Notes IV Designated Activity Company; (xiii) the indenture dated 29 June 2020 in respect of £450,000,000 aggregate principal amount of 4.125% senior secured notes due 2030 and $650,000,000 aggregate principal amount of 4.500% senior secured notes due 2030 issued by Virgin Media Secured Finance plc; (xiv) the indenture dated 24 September 2020 in respect of £600,000,000 aggregate principal amount of 4.000% senior secured notes due 2029, €950,000,000 aggregate principal amount of 3.250% senior secured notes due 2031 and $1,350,000,000 aggregate principal amount of 4.250% senior secured notes due 2031 issued by VMED O2 UK Financing plc; (xv) the indenture dated 20 January 2022 in respect of $1,525,000,000 aggregate principal amount of 5.000% sustainability-linked senior secured notes due 2032 and €750,000,000 aggregate principal amount of 3.500% sustainability-linked senior secured notes due 2032 issued by VZ Secured Financing B.V.; (xvi) the indenture dated 3 April 2024 in respect of €600,000,000 aggregate principal amount of 5.625% senior secured notes due 2032 issued by VMED O2 UK Financing I plc; and (xvii) the indenture dated 3 April 2024 in respect of $750,000,000 aggregate principal amount of 7.750% senior secured notes due 2032 issued by VMED O2 UK Financing I plc, (in each case as amended from time to time up to the date of this Additional Facility AAB2 Accession Agreement). “Notes” has the meaning given to the term Notes in the Indenture. “Notes Interest Payment Date” means a date on which interest is required to be paid under the Notes. “Sunrise HoldCo III” means Sunrise HoldCo III B.V. (a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized and existing under the laws of the Netherlands, registered with the Dutch trade register under number 34139182, having its official seat (statutaire zetel) in Amsterdam, the Netherlands,whose registered office is at Boeingavenue 53, 1119PE Schiphol-Rijk, the Netherlands). 2. Unless otherwise defined in this Additional Facility AAB2 Accession Agreement, terms defined in the Credit Agreement shall have the same meaning in this Additional Facility 4 AAB2 Accession Agreement and a reference to a Clause is a reference to a Clause of the Credit Agreement. The principles of construction set out in Clause 1.2 (Construction) of the Credit Agreement apply to this Additional Facility AAB2 Accession Agreement as though they were set out in full in this Additional Facility AAB2 Accession Agreement. 3. We refer to Clause 2.4 (Additional Facilities) of the Credit Agreement and the definition of “Affiliate” in the Credit Agreement. This Additional Facility AAB2 Accession Agreement is an Additional Facility Accession Agreement for the purposes of the Credit Agreement. The Additional Facility AAB2 Lender is a Designated Notes Issuer for the purposes of the Credit Agreement. 4. This Additional Facility AAB2 Accession Agreement will take effect on the date on which the Facility Agent notifies the Borrower and/or Sunrise HoldCo III and the Additional Facility AAB2 Lender that it has received the documents and evidence set out in Schedule 2 (Conditions Precedent Documents) to this Additional Facility AAB2 Accession Agreement, in each case, in form and substance satisfactory to it (acting reasonably) or, as the case may be, the requirement to provide any such documents or evidence has been waived by the Facility Agent on behalf of the Additional Facility AAB2 Lender (the “Effective Date”). The Facility Agent must give this notification to the Borrower and/or Sunrise HoldCo III and the Additional Facility AAB2 Lender promptly upon being so satisfied. 5. The Additional Facility AAB2 Lender agrees: (a) to become party to and to be bound by the terms of the Credit Agreement as a Lender in accordance with Clause 2.4 (Additional Facilities) of the Credit Agreement; and (b) to become party to the Intercreditor Agreement as a Senior Lender and to observe, perform and be bound by the terms and provisions of the Intercreditor Agreement in the capacity of Senior Lender, as if it had been an original party to the Intercreditor Agreement. 6. The Facility Agent will, for the purposes of any determination to be made under the Credit Agreement or this Additional Facility AAB2 Accession Agreement (other than in respect of the Requested Amendments (as defined in paragraph 36 below) for which consent has been given in accordance with paragraph 35 below), apply the votes of the Additional Facility AAB2 Lender in accordance with a written direction to be provided by the Additional Facility AAB2 Lender. The Additional Facility AAB2 Lender agrees that it will give any such direction in accordance with the provisions of Section 9.01 of the Indenture. For the avoidance of doubt, the Facility Agent may rely on any such directions received and shall have no duty to enquire as to or monitor whether such direction complies with Section 9.01 of the Indenture. 7. The Additional Facility Commitment in relation to the Additional Facility AAB2 Lender (for the purpose of the definition of Additional Facility Commitment in Clause 1.1 (Definitions) of the Credit Agreement) is its Facility AAB2 Commitment.


 
5 8. No Utilisation of Facility AAB2 may occur unless the Facility Agent has received evidence in form and substance satisfactory to it (acting reasonably) that the agreed fees payable by the Borrower in connection with the utilisation of Facility AAB2 have been or will be paid. 9. The Additional Facility Availability Period for Facility AAB2 shall be the period from and including the Effective Date to and including the date that is 45 Business Days thereafter (or any other date agreed between the Additional Facility AAB2 Lender and the Borrower). At the end of the Additional Facility Availability Period for Facility AAB2, the Available Commitments in respect of Facility AAB2 shall automatically be cancelled and the Available Commitments in respect of Facility AAB2 for the Additional Facility AAB2 Lender shall automatically be reduced to zero. 10. Facility AAB2 may be drawn by one Advance. No more than one Request may be made in respect of Facility AAB2 under the Credit Agreement and such Request may only be in a principal amount of the Additional Facility Commitment of Facility AAB2 as set out in paragraph 7 above. 11. The first Interest Period to apply to the Facility AAB2 Advance will be a period running from (and including) the first Utilisation Date in respect of the Facility AAB2 Advance up to (but excluding) the Notes Interest Payment Date immediately following the first Utilisation Date of the Facility AAB2 Advance, and the Borrower agrees that each subsequent Interest Period under Facility AAB2 will be 6 months ending on each 15 January and 15 July. Notwithstanding Clause 12 (Interest) of the Credit Agreement, interest for each Interest Period is payable on each Notes Interest Payment Date. 12. The Facility AAB2 Advance will be used for general corporate purposes and/or working capital purposes, including without limitation, the payment of any distribution, the redemption, refinancing, repayment or prepayment of any existing indebtedness of the Borrower Group and/or the payment of any fees and expenses in connection with Facility AAB2 and the other transactions related thereto. 13. The Final Maturity Date in respect of Facility AAB2 will be 15 May 2032. 14. The outstanding Facility AAB2 Advance will be repaid in full on the Final Maturity Date in respect of Facility AAB2 or such other date agreed between the Additional Facility AAB2 Lender and the Borrower. 15. The Borrower in relation to Facility AAB2 is Sunrise Financing Partnership. 16. Facility AAB2 is made available as a term loan. 17. Facility AAB2 is hereby designated as a Fixed Rate Facility for the purposes of the Credit Agreement. The Facility AAB2 Advance shall therefore be a Fixed Rate Advance and, in accordance with Clause 12.3 (Calculation of Interest – Fixed Rate Advances) of the Credit Agreement, the interest rate in relation to Facility AAB2 will be a fixed rate of 4.625 per cent. per annum calculated, notwithstanding anything to the contrary in Clause 28.3 (Calculations) of the Credit Agreement, on the basis of a 360 day year comprising of twelve 30-day months. 6 18. Accordingly, the interest rate for Facility AAB2 will never exceed 4.625 per cent. per annum (save to the extent that Clause 12.5 (Default interest) of the Credit Agreement may apply). 19. [Reserved] 20. Upon the occurrence of a mandatory prepayment of Facility AAB2 following a Change of Control, as defined in Clause 10.4 (Change of Control) of the Credit Agreement, the Borrower agrees to pay to the Facility Agent (for the account of the Additional Facility AAB2 Lender) an amount equal to 1 per cent. of the principal amount of Facility AAB2, plus accrued and unpaid interest to, but excluding, the due date of mandatory prepayment. Such payment shall be due and payable by the Borrower to the Facility Agent (for the account of the Additional Facility AAB2 Lender) on the actual date of such mandatory prepayment. 21. At any time prior to 15 May 2028, upon the occurrence of any voluntary prepayment of any of Facility AAB (including Facility AAB2) by the Borrower under Clause 10.3 (Voluntary prepayment) of the Credit Agreement (other than a voluntary prepayment complying with paragraph 23, 24, 25 or 26 below) in an amount not to exceed 10% of the original principal amount of Facility AAB (such original principal amount to include Facility AAB2 and any further upsizing of Facility AAB pursuant to paragraph 29 below) during each twelve-month period commencing on the Issue Date, the Borrower agrees to pay to the Facility Agent (for the account of the Additional Facility AAB Lender and the Additional Facility AAB2 Lender) an amount equal to 3% of the principal amount of Facility AAB (including Facility AAB2) being prepaid, plus accrued and unpaid interest then due on the amount of Facility AAB2 prepaid to, but excluding, the due date of prepayment. Such payment shall be due and payable by the Borrower to the Facility Agent (for the account of the Additional Facility AAB2 Lender) on the actual date of such prepayment. Prior to 15 May 2028, to the extent that during any twelve- month period commencing on the Issue Date, the principal amount of Facility AAB (including Facility AAB2) prepaid in one or more voluntary prepayments is greater than an amount equal to 10% of the original principal amount of Facility AAB (such original principal amount to include Facility AAB2 and any further upsizing of Facility AAB pursuant to paragraph 29 below) (any such amount, the “Excess Early Redemption Proceeds”), the Borrower will apply the Excess Early Redemption Proceeds to a voluntary prepayment of Facility AAB2 as described in paragraph 22 below. 22. At any time prior to 15 May 2028, upon the occurrence of any voluntary prepayment of any or all of Facility AAB2 by the Borrower under Clause 10.3 (Voluntary prepayment) of the Credit Agreement with any Excess Early Redemption Proceeds (other than a voluntary prepayment complying with paragraph 24, 25, 26 or 27 below), the Borrower agrees to pay to the Facility Agent (for the account of the Additional Facility AAB2 Lender) an amount equal to the Additional Amount (as defined below), plus accrued and unpaid interest on the amount of Facility AAB2 prepaid, in each case, to, but excluding the due date of prepayment. Such payment shall be due and payable by the Borrower to the Facility Agent (for the account of the Additional Facility AAB2 Lender) on the actual date of such prepayment. For the purposes of this paragraph 22: 7 “Additional Amount” means, with respect to Facility AAB2, on any prepayment date applicable to the voluntary prepayment of any or all of Facility AAB2, the excess of: (a) the present value at such prepayment date of (i) the amount that would be payable in accordance with paragraph 23 below in respect of the principal amount of Facility AAB2 being prepaid if such amount were prepaid on 15 May 2028 pursuant to Clause 10.3 (Voluntary prepayment) of the Credit Agreement exclusive of any accrued but unpaid interest, plus (ii) the principal amount of Facility AAB2 being prepaid plus (iii) all required remaining scheduled interest payments due on the principal amount of Facility AAB2 being prepaid through 15 May 2028 (excluding accrued but unpaid interest to the prepayment date and assuming such interest payments are calculated at the rate of interest on Facility AAB2 in effect on such prepayment date), computed using a discount rate equal to the Bund Rate plus 50 basis points; over (b) the principal amount of Facility AAB2 being prepaid. “Bund Rate” means, with respect to any prepayment date, the rate per annum equal to the semi-annual equivalent yield to maturity as of such date of the Comparable German Bund Issue, assuming a price for the Comparable German Bund Issue (expressed as a percentage of its principal amount) equal to the Comparable German Bund Price for such prepayment date, where: “Comparable German Bund Issue” means the German Bundesanleihe security selected by any Reference German Bund Dealer as having a fixed maturity most nearly equal to the period from such prepayment date to 15 May 2028 and that would be utilized at the time of selection and in accordance with customary financial practice, in pricing new issues of euro-denominated corporate debt securities in a principal amount approximately equal to the then outstanding principal amount of the Notes and of a maturity most nearly equal to 15 May 2028; provided, however, that, if the period from such prepayment date to 15 May 2028 is not equal to the fixed maturity of the German Bundesanleihe security selected by such Reference German Bund Dealer, the Bund Rate shall be determined by linear interpolation (calculated to the nearest one-twelfth of a year) from the yields of German Bundesanleihe securities for which such yields are given, except that if the period from such prepayment date to 15 May 2028, is less than one year, a fixed maturity of one year shall be used; “Comparable German Bund Price” means, with respect to any prepayment date, the average of all Reference German Bund Dealer Quotations for such date (which, in any event, must include at least two such quotations), after excluding the highest and lowest such Reference German Bund Dealer Quotations, or if the Borrower obtains fewer than four such Reference German Bund Dealer Quotations, the average of all such quotations; “Reference German Bund Dealer” means any dealer of German Bundesanleihe securities appointed by the Borrower in good faith; and “Reference German Bund Dealer Quotations” means, with respect to each Reference German Bund Dealer and any prepayment date, the average as determined by the Borrower in good faith of the bid and offered prices for the Comparable German Bund Issue (expressed in each case as a percentage of its principal amount) quoted in writing 8 to the Borrower by such Reference German Bund Dealer at 3.30 p.m. Frankfurt am Main, Germany, time on a day no earlier than the third Business Day preceding the date of the delivery of the redemption notice in respect of such prepayment date. 23. On or after 15 May 2028, upon the occurrence of a voluntary prepayment of any or all of Facility AAB2 by the Borrower under Clause 10.3 (Voluntary prepayment) of the Credit Agreement (other than a voluntary prepayment complying with paragraph 23, 24, 25 or 26 below), the Borrower agrees to pay to the Facility Agent (for the account of the Additional Facility AAB2 Lender) an amount equal to the relevant percentages of the principal amount of Facility AAB2 being prepaid as set out in the table below, plus accrued and unpaid interest then due on the amount of Facility AAB2 prepaid to, but excluding, the due date of prepayment, if prepaid during the twelve-month period beginning on 15 May of the years indicated below. Year Prepayment Price expressed as a percentage of the principal amount of Facility AAB2 2028 2.31250% 2029 1.15625% 2030 and thereafter 0.000% Such payment shall be due and payable by the Borrower to the Facility Agent (for the account of the Additional Facility AAB2 Lender) on the actual date of such prepayment. 24. Notwithstanding paragraphs 21, 22 and 23 above: (a) if the Additional Facility AAB2 Lender purchases any Notes in connection with any tender offer or other offer to purchase the Notes (a “Tender Offer”), the Borrower will prepay an aggregate principal amount of Facility AAB2 based on the aggregate principal amount of Notes tendered in such Tender Offer and at a prepayment price of par plus any premium paid or less any discount received by the Additional Facility AAB2 Lender in connection with the purchase of the Notes in such Tender Offer, plus any accrued and unpaid interest to, but excluding, the due date of such prepayment; and (b) if following any Tender Offer, the Additional Facility AAB2 Lender is entitled to, and elects to, redeem any remaining Notes at a price equal to the price paid to each other holder in such Tender Offer, then the Borrower will prepay the remaining principal amount of Facility AAB2 at a prepayment price of par plus any premium paid or less any discount received by the Additional Facility AAB2 Lender in connection with the purchase of the Notes in such Tender Offer, plus any accrued and unpaid interest to the date that any interest accrues under the Notes in connection with such redemption. 25. At any time prior to 15 May 2028, upon the occurrence of any voluntary prepayment of Facility AAB (including Facility AAB2) by the Borrower pursuant to Clause 10.3 (Voluntary prepayment) of the Credit Agreement with the Net Cash Proceeds of one or more Equity Offerings (each as defined below) (the “Equity Offering Early Redemption Proceeds”) in an amount of up to 40% of the original principal amount of Facility AAB (such original principal amount to include Facility AAB2 and any further


 
9 upsizing of Facility AAB pursuant to paragraph 29 below), the Borrower shall make a payment to the Facility Agent (for the account of the Additional Facility AAB Lender and the Additional Facility AAB2 Lender) in an amount (the “Equity Claw Prepayment Premium”) equal to 4.625% of the principal amount of Facility AAB (including Facility AAB2) prepaid, plus accrued and unpaid interest then due on the amount of Facility AAB (including Facility AAB2) prepaid to, but excluding, the due date of prepayment. Such payment shall be due and payable by the Borrower to the Facility Agent (for the account of the Additional Facility AAB Lender and the Additional Facility AAB2 Lender) on the actual date of such prepayment provided that: (a) at least 50% of the original principal amount of Facility AAB (such original principal amount to include Facility AAB2 and any further upsizing of Facility AAB pursuant to paragraph 29 below) remains outstanding immediately after any such prepayment; and (b) such prepayment is made not more than 180 days after the consummation of any such Equity Offering. For the purposes of this paragraph 25: “Capital Stock” of any person means any and all shares, interests, rights to purchase, warrants, options, participation or other equivalents of or interests in (however designated) equity of such person, including any preferred stock, but excluding any debt securities convertible into such equity. “Disqualified Stock” means, with respect to any person, any Capital Stock of such person which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event: (a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise; (b) is convertible or exchangeable for Financial Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of the Borrower, Sunrise HoldCo III, a Permitted Affiliate Parent or a Restricted Subsidiary of Sunrise HoldCo III or a Permitted Affiliate Parent); or (c) is redeemable at the option of the holder of the Capital Stock in whole or in part, in each case on or prior to the earlier of (1) the Stated Maturity of the Notes or (2) the date on which there are no Notes outstanding, provided that: (i) only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; and (ii) any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require Sunrise HoldCo III or any Permitted Affiliate Parent to repurchase such Capital Stock upon the 10 occurrence of a change of control or asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) provide that Sunrise HoldCo III or any Permitted Affiliate Parent may not purchase or redeem any such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) pursuant to such provision prior to compliance by Sunrise HoldCo III or any Permitted Affiliate Parent with any provisions of the Credit Agreement. “Equity Offering” means a sale of (1) Capital Stock of the Borrower, Sunrise HoldCo III or any Permitted Affiliate Parent (other than Disqualified Stock), (2) Capital Stock the proceeds of which are contributed as equity share capital to the Borrower, Sunrise HoldCo III or any Permitted Affiliate Parent or as Subordinated Shareholder Loans or (3) Subordinated Shareholder Loans. “Net Cash Proceeds” means, with respect to any issuance or sale of Capital Stock, Subordinated Shareholder Loans and/or other capital contributions, the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements). “Parent” means (a) the Ultimate Parent, (b) any Subsidiary of the Ultimate Parent of which the Borrower, Sunrise HoldCo III or any Permitted Affiliate Parent is a Subsidiary on the Issue Date, (c) any other person of which the Borrower, Sunrise HoldCo III or any Permitted Affiliate Parent at any time is or becomes a Subsidiary after the Issue Date and (d) any Joint Venture Parent, any Subsidiary of the Joint Venture Parent and any Parent Joint Venture Holders following any Parent Joint Venture Transaction. “Stated Maturity” means, with respect to any security, loan or other evidence of indebtedness, the date specified in such security, loan or other evidence of indebtedness as the fixed date on which the payment of principal of such security, loan or other evidence of indebtedness is due and payable, including pursuant to any mandatory redemption provision, but shall not include any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof. 26. Notwithstanding paragraphs 21, 22 and 23 above, upon the occurrence of an Issuer Tax Event under the Indenture and the election by the Additional Facility AAB2 Lender to redeem the Notes under the Indenture in connection therewith, the Borrower will prepay 100% of the then outstanding principal amount of Facility AAB2, plus accrued and unpaid interest then due on the amount of Facility AAB2 prepaid to, but excluding, the due date of prepayment free of any additional premium or penalty. Such payment shall be due and payable by the Borrower to the Facility Agent (for the account of the Additional Facility AAB2 Lender) on the actual date of prepayment. 27. Notwithstanding paragraphs 21, 22 and 23 above, no Prepayment Premium (as defined in the Indenture), Make-Whole Amount (as defined in the Indenture) or Additional 11 Amount (as defined in paragraph 22) shall be payable in connection with a voluntary prepayment of the whole of the outstanding Facility AAB2 Advance by the Borrower pursuant to Clause 10.3 (Voluntary prepayment) of the Credit Agreement that is made following the completion of the Sunrise Exchange Transaction (as defined in the Indenture), provided that the Borrower has given notice of such prepayment not later than three Business Days prior to the completion of the Sunrise Exchange Transaction and such prepayment is made on the completion of the Sunrise Exchange Transaction. 28. The Additional Facility AAB2 Lender acknowledges that the Borrower may discharge all or part of the Facility AAB2 Advance pursuant to Clause 10.3 (Voluntary prepayment) of the Credit Agreement in connection with the Sunrise Exchange Transaction by way of one or a combination of (a) a cash prepayment, (b) an issue of new notes or (c) the purchase of the existing Notes (in the case of (b) and (c), in accordance with the mechanisms, and on the terms, agreed between the Borrower and the Additional Facility AAB2 Lender at the relevant time and provided that the amount and date of such discharge is notified to the Facility Agent in writing by the Borrower and the Additional Facility AAB2 Lender on or before the date of such discharge). The parties to this Additional Facility AAB2 Accession Agreement acknowledge that this Additional Facility AAB2 Accession Agreement may require amendment (in accordance with the relevant provisions of the Credit Agreement) to facilitate the discharge of all or part of the Facility AAB2 Advance in connection with the Sunrise Exchange Transaction and agree to discuss and negotiate any such amendments in good faith at the relevant time. 29. (a) This Additional Facility AAB2 Accession Agreement constitutes a further Additional Facility AAB Accession Agreement as referred to in paragraph 29(a) of the Additional Facility AAB Accession Agreement. It is the intention of the parties that Facility AAB be upsized by the original principal amount of Facility AAB2 and accordingly, on the first date that the Interest Period for all Facility AAB2 Advances ends on same day as an Interest Period for a Facility AAB Advance (the “Consolidation Date”), Facility AAB and Facility AAB2 shall be consolidated and constitute a single Additional Facility for all purposes of the Credit Agreement and the other Finance Documents. (b) The parties acknowledge and agree that: (i) provided that any further upsizing of Facility AAB permitted under paragraph 29 of the Additional Facility AAB Accession Agreement will not breach any term of the Credit Agreement, Facility AAB may be further upsized by any amount, by the signing of one or more further Additional Facility AAB Accession Agreements, that specify (along with the other terms specified therein) the Borrower as the sole Borrower and which specify Additional Facility AAB Commitments denominated in euro, to be drawn in euro, with the same Final Maturity Date and interest rate as specified in the Additional Facility AAB Accession Agreement; (ii) on and after the Consolidation Date, unless otherwise specified, references to Facility AAB Advances under the Additional Facility AAB 12 Accession Agreement shall include Facility AAB2 Advances and any other Advance made under further Additional Facility AAB Accession Agreements described in paragraph (b)(i) of this paragraph 29; and (iii) where any Facility AAB Advance has not already been consolidated with any other Facility AAB Advance, on the last day of any Interest Period for that unconsolidated Facility AAB Advance, that unconsolidated Facility AAB Advance will be consolidated with any other Facility AAB Advance which has an Interest Period ending on the same day as that unconsolidated Facility AAB Advance, and all such Facility AAB Advances will then be treated as one Facility AAB Advance. 30. The Borrower agrees that it will not request or require the transfer of all of the rights and obligations of the Additional Facility AAB2 Lender (or cancel or reduce any of such Lender’s Commitments or repay or prepay any Facility AAB2 Advance) pursuant to Clause 10.7 (Right of prepayment and cancellation in relation to a single Lender), Clause 10.8 (Right of Cancellation in Relation to a Defaulting Lender) or Clause 29.9 (Replacement of Lenders) of the Credit Agreement. 31. The Additional Facility AAB2 Lender and the Facility Agent agree to waive the notice period in respect of drawdown requests under Clause 5.1 (Delivery of Request) of the Credit Agreement. 32. The Additional Facility AAB2 Lender, the Borrower and the Facility Agent acknowledge and agree that (a) the Facility AAB2 Advance shall be made by the Additional Facility AAB2 Lender directly to the Borrower to an account notified by the Borrower to the Additional Facility AAB2 Lender, rather than through the Facility Agent, and (b) in respect of any other payments of principal, interest or other amounts due under Facility AAB2, (i) the Borrower shall make payments payable by it to the Additional Facility AAB2 Lender directly to the Additional Facility AAB2 Lender (or to such account as the Additional Facility AAB2 Lender may specify), and (ii) the Additional Facility AAB2 Lender shall make payments payable by it to the Borrower directly to the Borrower (or to such account as the Borrower may specify). The Additional Facility AAB2 Lender agrees that it shall promptly notify the Facility Agent if the Borrower fails to make any payment under subclause (b)(i) of this paragraph 32 when due, and the Borrower agrees that it shall promptly notify the Facility Agent if the Additional Facility AAB2 Lender fails to make any payment under subclause (b)(ii) of this paragraph 32 when due. 33. The Borrower hereby agrees that the Additional Facility AAB2 Lender may disclose confidential information supplied to it by or on behalf of any Obligor in connection with the Finance Documents to the extent such disclosure is required by the terms of the Notes. 34. For the purposes of any assignment, transfer or novation of rights and/or obligations (in whole or in part) by the Additional Facility AAB2 Lender under Clause 30.3 (Transfers by Lenders) of the Credit Agreement, each of Sunrise HoldCo III and the Borrower hereby irrevocably consent to any assignment, transfer or novation made by the Additional Facility AAB2 Lender (a) by way of security in favour of BNY Mellon Corporate Trustee Services Limited (as security trustee under the Indenture) and (b)


 
13 following an Event of Default under and as defined in the Indenture. The Additional Facility AAB2 Lender may only deliver to the Facility Agent a completed Transfer Agreement if at that time it confirms to the Facility Agent in writing that an assignment, transfer or novation of the interest in Facility AAB2 to be assigned, transferred or novated is not prohibited under the terms of any agreement that is binding on it or any of its assets. 35. Subject to paragraph 36 below and the provisions of the Indenture, for the purposes of any amendment or waiver, consent or other modification (including, with respect to any existing Default or Event of Default) that may be sought by the Borrower or Sunrise HoldCo III under the Credit Agreement or any other Finance Document on or after the date of this Additional Facility AAB2 Accession Agreement, the Additional Facility AAB2 Lender hereby consents (in the capacity of a Lender and, if it is a Hedge Counterparty, in the capacity of a Hedge Counterparty), and agrees to procure, unless it is prohibited from doing so, that any of its Affiliates or Related Funds that are Hedge Counterparties or Lenders under a Revolving Facility or an Additional Revolving Facility consent (in their capacity as Hedge Counterparties or Lenders under a Revolving Facility or an Additional Revolving Facility, as applicable) to any and all of the following: (a) any and all amendments contemplated by Schedule 6 (Additional Amendments, Waivers, Consents and Other Modifications), Schedule 7 (Fourth Amendments, Waivers, Consents and Other Modifications), Schedule 8 (Fifth Amendments, Waivers, Consents and Other Modifications), Schedule 9 (Sixth Amendments, Waivers, Consents and Other Modifications), Schedule 10 (Seventh Amendments, Waivers, Consents and Other Modifications), Schedule 11 (Eighth Amendments, Waivers, Consents and Other Modifications), Schedule 12 (Ninth Amendments, Waivers, Consents and Other Modifications) and/or Schedule 13 (Tenth Amendments, Waivers, Consents and Other Modifications) of this Additional Facility AAB2 Accession Agreement (the “Approved Amendments”); (b) any consequential amendment, waiver, consent or other modification, whether effected by one instrument or through a series of amendments, to the Credit Agreement or any other Finance Document to be made either to implement the Approved Amendments or to conform any Finance Document to the Approved Amendments; and/or (c) any other amendment, waiver, consent or modification, whether effected by one instrument or through a series of amendments, to the Credit Agreement or any other Finance Document to be made to conform any Finance Document to any Liberty Global Reference Agreement provided that any amendment, waiver, consent or modification to conform the Credit Agreement or any other Finance Document to any Liberty Global Reference Agreement referred to at paragraphs (vi) to (xvii) (inclusive) of that definition shall be limited to those that are mechanical in nature unless specifically referenced in the Approved Amendments, and, in each case, any consequential amendments, waivers, consents or modifications, 14 and this Additional Facility AAB2 Accession Agreement shall constitute the Additional Facility AAB2 Lender’s irrevocable and unconditional written consent (in the capacity of a Lender and, if it is a Hedge Counterparty, in the capacity of a Hedge Counterparty) and the agreement of the Additional Facility AAB2 Lender to procure, unless it is prohibited from doing so, that each of its Affiliates and Related Funds that is a Lender under a Revolving Facility or an Additional Revolving Facility or a Hedge Counterparty provides irrevocable and unconditional written consent in that capacity in respect of such amendments, waivers, consents or other modifications to the Finance Documents for the purposes of Clause 29 (Amendments and Waivers) of the Credit Agreement, Clause 28 (Consents, Amendments and Override) of the Intercreditor Agreement, and any clause in any other Finance Document relating to amendments of that Finance Document without any further action required on the part of any party thereto. 36. Following receipt of an amendment request from Sunrise HoldCo III and/or the Facility Agent in connection with all or any of the proposed amendments set out in paragraph 34 above (the “Requested Amendments”), the Additional Facility AAB2 Lender shall confirm whether, having regard to the relevant provisions of the Indenture, it is required to consent to the Requested Amendments. If the Additional Facility AAB2 Lender is required to give such consent, it hereby acknowledges and agrees (in the capacity of a Lender and, if it is a Hedge Counterparty, in the capacity of a Hedge Counterparty), and agrees to procure, unless it is prohibited from doing so, that any of its Affiliates or Related Funds that are Hedge Counterparties or a Lender under a Revolving Facility or an Additional Revolving Facility acknowledge and agree (in their capacity as Hedge Counterparties or Lenders under a Revolving Facility or an Additional Revolving Facility, as applicable) that the Facility Agent and/or the Security Agent (as applicable) may, but shall not be required to, send to the Additional Facility AAB2 Lender any further formal amendment request in connection with all, or any of the Requested Amendments and the Facility Agent and/or the Security Agent (as applicable) shall be authorised to consent on behalf of the Additional Facility AAB2 Lender, as a Lender under one or more Facilities and as a Hedge Counterparty under the Intercreditor Agreement, to any such Requested Amendments (and the Facility Agent and/or the Security Agent shall be authorised to enter into any necessary documentation in connection with the same), and such consent shall be taken into account in calculating whether the Majority Lenders, or the relevant requisite Lenders, or the Hedge Counterparties have consented to the relevant amendments and/or waivers or other modifications to the Finance Documents in accordance with Clause 29 (Amendments and Waivers) of the Credit Agreement, Clause 28 (Consents, Amendments and Override) of the Intercreditor Agreement, and any clause relating to amendments in any other Finance Document. 37. The Additional Facility AAB2 Lender hereby waives (in the capacity of a Lender and, if it is a Hedge Counterparty, in the capacity of a Hedge Counterparty), and agrees to procure, unless it is prohibited from doing so, that any of its Affiliates or Related Funds that are Hedge Counterparties or a Lender under a Revolving Facility or an Additional Revolving Facility waive (in their capacity as Hedge Counterparties or Lenders under a Revolving Facility or an Additional Revolving Facility, as applicable) receipt of any fee in connection with the foregoing consents, notwithstanding that other consenting Lenders (including the Additional Facility AAB Lender and any further Additional Facility AAB Lender in relation to any further upsizing of Facility AAB pursuant to paragraph 29 above) under the Credit Agreement or Hedge Counterparties under the 15 Intercreditor Agreement may be paid a fee in consideration of such Lenders' or Hedge Counterparties’ consent to any or all of the foregoing amendments, waivers, consents or other modifications. 38. The Additional Facility AAB2 Lender confirms to each other Finance Party that: (a) it has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and such Obligor’s related entities in connection with its participation in Facility AAB2 being made available pursuant to this Additional Facility AAB2 Accession Agreement and has not relied on any information provided to it by any other Finance Party in connection with any Finance Document; and (b) it will continue to make its own independent appraisal of the creditworthiness of each Obligor and such Obligor’s related entities while any amount is or may be outstanding under the Credit Agreement or any Additional Facility Commitment is in force. 39. Other than by way of security in favour of BNY Mellon Corporate Trustee Services Limited (as security trustee under the Indenture), the Additional Facility AAB2 Lender agrees that it will not, without the prior written consent of Sunrise HoldCo III (acting in its sole discretion), effect any transfer, novation, assignment or Sub-participation of any of its rights, benefits or obligations in respect of any Facility AAB2 Commitment under this Additional Facility AAB2 Accession Agreement prior to the date that such Facility AAB2 Commitment has been utilised. 40. The Additional Facility AAB2 Lender acknowledges and agrees that the Lender Asset Security Release Confirmation has been delivered by the Facility Agent to the Lenders and that the Security Agent is therefore irrevocably authorised in accordance with Clause 21.28(a) (Asset Security Release) of the Credit Agreement to execute such documents as may be required to ensure that the Security (other than (a) any Security required to be granted under paragraph (b)(ii) of the definition of “80% Security Test” and (b) any Security provided over any account in connection with a Borrower providing cash cover for a Documentary Credit or an Ancillary Facility pursuant to Clause 6.9(a) (Cash Cover by Borrower) and Clause 1.2(a)(iv) (Construction) of the Credit Agreement) is released. 41. The Facility Office and address for notices of the Additional Facility AAB2 Lender for the purposes of Clause 37.2 (Addresses for notices) of the Credit Agreement will be that notified by the Additional Facility AAB2 Lender to the Facility Agent. 42. This Additional Facility AAB2 Accession Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law. 43. Clause 39 (Jurisdiction) of the Credit Agreement is incorporated into this Additional Facility AAB2 Accession Agreement as if set out in full and as if references in that 16 clause to a “Finance Document” are references to this Additional Facility AAB2 Accession Agreement. 44. Without prejudice to any other mode of service allowed under any relevant law, the Additional Facility AAB2 Lender: (a) irrevocably appoints Liberty Global Europe Limited at 120 King’s Road, London, England, SW3 4TR, United Kingdom as its agent for service of process in relation to any proceedings before the English courts in connection with this Additional Facility AAB2 Accession Agreement; (b) agrees that failure by a process agent to notify it of the process will not invalidate the proceedings concerned; and (c) agrees that if the appointment of the person mentioned in paragraph (a) above ceases to be effective, the Additional Facility AAB2 Lender shall immediately appoint a further person in England to accept service of process on its behalf in England and, failing such appointment within 15 days, the Facility Agent is entitled and authorised to appoint a process agent for the Additional Facility AAB2 Lender by notice to the Additional Facility AAB2 Lender. 45. This Additional Facility AAB2 Accession Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart signature page of this Additional Facility AAB2 Accession Agreement by email (PDF) or telecopy shall be as effective as delivery of a manually executed counterpart of this Additional Facility AAB2 Accession Agreement. 46. This Additional Facility AAB2 Accession Agreement is a Creditor Accession Undertaking as defined in the Intercreditor Agreement. THIS ADDITIONAL FACILITY AAB2 ACCESSION AGREEMENT is executed and delivered as a Deed on the date stated at the beginning of this Additional Facility AAB2 Accession Agreement.


 
17 SCHEDULE 1 ADDITIONAL FACILITY AAB2 LENDER AND COMMITMENT Additional Facility AAB2 Lender Facility AAB2 Commitment € Sunrise FinCo I B.V. 385,000,000 Total € 385,000,000 18 SCHEDULE 2 CONDITIONS PRECEDENT DOCUMENTS 1. Constitutional Documents (a) A copy of the constitutional documents of each Obligor (other than Sunrise Financing) and the partnership agreement of Sunrise Financing or, if the Facility Agent already has a copy, a certificate of an authorised signatory of the relevant Obligor confirming that the copy in the Facility Agent’s possession is still correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AAB2 Accession Agreement. (b) An extract of the registration of each Obligor established in the Netherlands in the trade register of the Dutch Chamber of Commerce. 2. Authorisations (a) A copy of a resolution of the board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the shareholders' resolution of each Obligor: (i) approving the terms of and the transactions contemplated by this Additional Facility AAB2 Accession Agreement and (in the case of the Borrower) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)) resolving that it execute the confirmation described at paragraph 4 below; and (ii) (to the extent applicable in the case of the Borrower) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AAB2 Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4 below. (b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AAB2 Accession Agreement or the confirmation described in paragraph 4 below (as appropriate). (c) A certificate of an authorised signatory of the Borrower, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by the Borrower, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AAB2 Accession Agreement. 19 3. Legal opinions (a) A legal opinion of Proskauer Rose (London) LLP, English legal advisers to the Facility Agent, addressed to the Finance Parties. (b) A legal opinion of Loyens & Loeff N.V., Dutch legal advisers to the Facility Agent, addressed to the Finance Parties. (c) A legal opinion of Dorsey & Whitney (Delaware) LLP, Delaware legal advisers to the Borrower, addressed to the Finance Parties. 4. Other documents Confirmation (in writing) from (i) each of the Guarantors that its obligations under Clause 19 (Guarantee) of the Credit Agreement and (ii) each of the Charging Entities (as defined in the Intercreditor Agreement) that the Security Interests granted to the Beneficiaries pursuant to the Security Documents and its obligations under the Finance Documents, shall continue unaffected and that such obligations extend to the Total Commitments as increased by the addition of Facility AAB2 and that such obligations shall be owed to each Finance Party including the Additional Facility AAB2 Lender. 20 SCHEDULE 3 NOVATION CERTIFICATE To: The Bank of Nova Scotia as Facility Agent and Sunrise HoldCo III B.V. as Borrower From: [THE EXISTING LENDER] and [THE NEW LENDER] Date: [] Sunrise HoldCo III B.V. – Credit Agreement dated 16 January 2004 (as amended, the “Credit Agreement”) We refer to clause 30.4 (Procedure for novations) of the Credit Agreement. Terms defined in the Credit Agreement have the same meaning in this Novation Certificate. 1. We [●] (the “Existing Lender”) and [●] (the “New Lender”) agree to the Existing Lender and the New Lender novating all the Existing Lender’s rights and obligations referred to in the Schedule in accordance with clause 30.4 (Procedure for novations) of the Credit Agreement. 2. We further refer to clause 22.3 (Change of Senior Lender, Pari Passu Creditors, Second Lien Lender and Noteholders) of the Intercreditor Agreement. In consideration of the New Lender being accepted as a Senior Lender for the purposes of the Intercreditor Agreement (and as defined therein), the New Lender confirms that, as from the [●], it will be party to the Intercreditor Agreement as a Senior Lender, and undertakes to perform all the obligations expressed in the Intercreditor Agreement to be assumed by a Senior Lender and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement. 3. The Facility Office and address for notices of the New Lender for the purposes of clause 37.2 (Addresses for notices) of the Credit Agreement are set out in the Schedule. 4. This Novation Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Novation Certificate. 5. This Novation Certificate and any non-contractual obligations arising out of or in connection with it are governed by English law.


 
21 THE SCHEDULE Rights and obligations to be novated EXISTING LENDER Existing Lender’s Commitment under Additional Facility AAB2: [€[•]] Assignee: New Lender [New Lender] [Facility Office Address for notices for administrative purposes Address for notices for credit purposes] 22 [The Existing Lender], as the Existing Lender By: Name: Title: [The New Lender], as the New Lender By: Name: Title: 23 SCHEDULE 4 [INTENTIONALLY LEFT BLANK] 24 SCHEDULE 5 [INTENTIONALLY LEFT BLANK]


 
25 SCHEDULE 6 ADDITIONAL AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 6 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement. In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement. 1. Transfers: amend Clause 30.3 (Transfers by Lenders) of the Credit Agreement to provide that the consent of Sunrise HoldCo III or a Borrower is not required for any assignment, transfer or novation by a Lender if an Event of Default is outstanding pursuant to any of Clauses 23.2 (Non-payment), 23.6 (Insolvency), 23.7 (Insolvency Proceedings), 23.9 (Creditors’ Process) or 23.10 (Similar Proceedings) only (rather than if any Event of Default is outstanding). 2. New RCF Maintenance Covenant: amend the Credit Agreement to provide that: amendments and waivers of Clauses 22.2 (Financial Ratio) to 22.4 (Cure provisions) and Clause 23.17 (Acceleration Following Financial Ratio Breach) shall only be made with the consent of Sunrise HoldCo III and the Composite Revolving Facility Instructing Group and shall not require the consent of any other Finance Party. 26 SCHEDULE 7 FOURTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS [INTENTIONALLY LEFT BLANK] SCHEDULE 8 FIFTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 8 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement. In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement. 1. Negative Pledge: (a) delete clause 21.8(a) in its entirety and replace it as follows: “(a) Each Obligor (other than Sunrise HoldCo III Holdco, any Permitted Affiliate Holdco and any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt) will not permit any Security Interest by any member of the Borrower Group to subsist, arise or be created or extended over all or any part of their respective present or future undertakings, assets, rights or revenues to secure or prefer any present or future Financial Indebtedness of any member of the Borrower Group or any other person, other than: (i) Permitted Security Interests; or (ii) any Security Interest over any present or future undertakings, assets, rights or revenues that is not subject to Security (such Security Interest, the “Initial Security Interest”) if, contemporaneously with the incurrence of such Initial Security Interest, effective provision is made to secure the Financial Indebtedness due under this Agreement equally and ratably with (or prior to, in the case of any Security Interest with respect to Financial Indebtedness that ranks junior to the Facilities) the Financial Indebtedness secured by such Initial Security Interest so long as such Financial Indebtedness is so secured.” (b) include a new clause 21.8(d) as follows: “(d) Any Security Interest created pursuant to the proviso described in Clause 21.8(a)(ii) securing of the Financial Indebtedness due under this Agreement will be automatically and unconditionally released and discharged upon the release and discharge of the Initial Security Interest to which it relates (and, to the extent required, the Facility Agent and the Security Agent are hereby irrevocably authorised and instructed by the Lenders to enter into such documentation as is reasonably required to effect such release). 2. Solvent Liquidation: Amend Clause 29.4 (Release of Guarantees and Security) of the Credit Agreement to provide for equivalent releases as a result of, and in connection 28 with, any solvent liquidation or dissolution that complies with Clause 21.29 (Internal Reorganisations). 3. Non-Consenting Lenders: Remove the timing window of 90 days during which Sunrise HoldCo III may exercise its rights as set out in Clause 29.9(b) (Replacement of Lenders) such that Sunrise HoldCo III may exercise such rights at any time.


 
SCHEDULE 9 SIXTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 9 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement. In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement. 1. Amendments and waivers: amend Clause 29.2 (Exceptions) to include the following as a new Clause: “Notwithstanding anything to the contrary in the Finance Documents, a Finance Party may unilaterally waive, relinquish or otherwise irrevocably give up all or any of its rights under any Finance Document with the consent of the Sunrise HoldCo III.” 2. Transfers by Obligors: include the following as a new carve out to Clause 30.2(a) (Transfers by Obligors): “provided that a Borrower (a “Novating Borrower”) may assign or transfer any of its rights, benefits and obligations under this Agreement to another Borrower incorporated in the same jurisdiction as that Novating Borrower and which is a directly or indirectly wholly owned Subsidiary of (i) Sunrise HoldCo III or (ii) a Permitted Affiliate Parent (as applicable) if Sunrise HoldCo III delivers to the Facility Agent: (a) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, from an independent financial advisor confirming the solvency of the Borrower Group, taken as a whole, after giving effect to any transactions related to such assignment or transfer; and (b) legal opinions, in form and substance reasonably satisfactory to the Facility Agent, confirming that, after giving effect to any transactions related to such assignment or transfer, the Security created by the Security Documents as amended, extended, renewed, restated, supplemented, modified or replaced represents valid and perfected Security not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law that such Security were not otherwise subject to immediately prior to such assignment or transfer.” 3. Sub-participations: (a) Include a new definition of Sub-participation as follows: “Sub-participation” means any sub-participation or sub-contract (whether written or oral) or any other agreement or arrangement having an economically substantially similar effect, including any credit default or total return swap or derivative (whether disclosed undisclosed, risk or funded) by a Lender of or in relation to any of its rights or obligations under, or its legal, beneficial or economic interest in relation to, the Facilities and/or Finance Documents to a counterparty and “sub-participate” shall be construed accordingly. 30 (b) Amend Clause 30.3 (Transfers by Lenders) in order that this clause includes a restriction on sub-participations of rights and obligations and is subject to the same consent regime as for assignments and transfers in accordance with recent Liberty precedent. (c) Add a new clause as follows: “[30.12] Sub-participation Notwithstanding anything to the contrary in Clause 30.3 (Transfers by Lenders) there shall be no restrictions on sub-participations provided that: (a) such Lender remains a Lender under this Agreement with all rights and obligations pertaining thereto and remains liable under the Finance Documents for any such obligation; (b) such Lender retains exclusive control over all rights and obligations in relation to the participations and Commitments that are the subject of the relevant agreement or arrangement, including all voting rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations), unless: (i) the proposed sub-participant is a person to whom the relevant rights and obligations could have been assigned or transferred in accordance with the terms of this Clause 30 and, (ii) prior to entering into the relevant agreement or arrangement, the relevant Lender provides Sunrise HoldCo III with full details of that proposed sub-participant and any voting, consultation or other rights to be granted to the sub-participant; (c) the relationship between the Lender and the proposed sub-participant is that of a contractual debtor and creditor (including in the bankruptcy or similar event of the Lender or an Obligor); (d) the proposed sub-participant will have no proprietary interest in the benefit of this Agreement or any of the Finance Documents or in any monies received by the relevant Lender under or in relation to this Agreement or any of the Finance Documents (in its capacity as sub-participant under that arrangement); and 31 (e) the proposed sub-participant will under no circumstances: (i) be subrogated to, or be substituted in respect of, the relevant Lender’s claims under this Agreement or any of the Finance Documents; or (ii) otherwise have any contractual relationship with, or rights against, the Obligors under or in relation to this Agreement or any of the Finance Documents (in its capacity as sub-participant under that arrangement).” (d) Include the additional provision as follows: “[30.13] Sub-participant Register “(a) In the case of a sub-participation (or any other agreement or arrangement having an economic effect substantially similar to a sub-participation) (in each case, other than any non-voting derivatives (which are not participations) which would otherwise be caught by the definition of “sub-participation”), the person granting the sub-participation (or similar right) shall, acting solely for these purposes as non-fiduciary agent for the Borrower, maintain a register (a “Sub-Participant Register”) on which it enters the name and address of each sub- participant (or person holding the similar right) and the Commitment and obligations (including principal and stated interest) in which each sub-participant (or other person) has an interest or obligation. (b) Notwithstanding anything to the contrary hereunder, including without limitation Clause 28 (Evidence and Calculations), the entries in the Sub- Participant Register shall be conclusive absent manifest error, and such person maintaining the Sub-Participant Register shall treat each person whose name is recorded in the Sub-Participant Register as the owner of such sub-participation (or similar right) for all purposes of a Finance Document notwithstanding any notice to the contrary. (c) Without prejudice to the other provisions of this Clause 30, no Lender shall have any obligation to disclose all or any portion of the Sub- Participant Register to any person (including the identity of any sub- participant or any information relating to a sub-participant’s interest in any Loans, Commitments or other obligations under any Finance Documents) except to the extent that such disclosure to a tax authority is necessary to establish that such Loan, Commitment or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or is otherwise required thereunder.” (e) Delete Clause 30.3(b)(iii) (Transfers by Lenders). (f) Amend Clause 30.10 (Register) to add the following to such Clause: “Without limitation of any other provision of this Clause 30, no transfer of an interest in a Loan or Commitment hereunder shall be effective unless and until recorded in the Register.” 32 SCHEDULE 10 SEVENTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 10 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement. In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement. 1. Related Fund: amend clause 1.1 (Definitions) to delete the definition of “Related Fund” and replace it with the following: “Related Fund” in relation to a fund or account that, in each case, invests in commercial loans (the “first fund”), means any other fund or account that, in each case, invests in commercial loans which is managed or administered directly or indirectly by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund or account that, in each case, invests in commercial loans whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.”


 
33 SCHEDULE 11 EIGHTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 11 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement. In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement. 1. Resignation of Obligors Add a new “Clause [X] (Resignation of an Obligor (other than Sunrise HoldCo III))” to the Credit Agreement on terms consistent with those in Clause 29.11 (Resignation of an Obligor (other than the Company)) of the credit agreement originally dated 1 August 2007 between among others Telenet BVBA as the Company and The Bank of Nova Scotia as the Facility Agent as last amended and restated on 16 November 2018, mutatis mutandis, and make all conforming changes required to incorporate such clause. 2. Defaulting Lenders: amend paragraph (a) of Clause 29.8 (Disenfranchisement of Defaulting Lenders) such that it reads as follows: “In ascertaining the Majority Lenders, affected Lenders, all Lenders or any other class of Lenders (as applicable) or whether any given percentage (including, for the avoidance of doubt, unanimity) of any of the Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, a Defaulting Lender’s Available Commitments and participations will be deemed to be zero.” 3. Cross Default EOD: amend Clause 23.5 (Cross-default) by deleting the words “or is placed on demand, in each case;” at paragraph (b). 4. Changes to the Parties: (a) Amend the new language to be included pursuant to paragraph 2 of Schedule 9 of this Agreement to add the words “except to the extent permitted by this Agreement and” at the start of the paragraph. (b) Amend paragraph (c)(i) of Clause 30.8 (Additional Obligors) to add the words “under the relevant Facility” after the words “Majority Lenders”. 5. Transfers: (a) Delete paragraph (a), (b) and (c) of Clause 30.3 (Transfers by Lenders) and replace it with the following new paragraphs (a) and (b) and make consequential changes to the numbering of the subsequent clauses: “(a) Subject to the other provisions of this Clause 30, any Lender (an “Existing Lender”) may, at any time, (i) assign all or any of its rights and benefits, (ii) transfer (by way of novation) all or any of its rights, 34 benefits and obligations or (iii) enter into a Sub-participation in respect of any of its rights, benefits and obligations, in each case under any Finance Documents to another person (the “New Lender”) provided that: (i) the prior written consent of Sunrise HoldCo III is received in respect of any assignment, transfer or Sub-participation, such consent not to be unreasonably withheld, and provided further that: (A) such consent shall be deemed to have been given if not declined in writing within ten Business Days of a written request by any Lender to Sunrise HoldCo III; (B) no consent shall be required in the case of any assignment, transfer or Sub-participation by a Lender to another Lender and/or to its Affiliate (or, if applicable, to any Related Fund); and (C) no consent shall be required in the case of any assignment, transfer or Sub-participation to any New Lender at any time after the occurrence of an Event of Default which is continuing pursuant to any of Clauses 23.2 (Non- payment), 23.6 (Insolvency), 23.7 (Insolvency Proceedings), 23.9 (Creditors’ Process) or 23.10 (Similar Proceedings); (ii) the New Lender makes the representation set out in paragraph [X]1 of the Transfer Agreement; and (iii) in the case of a partial assignment, transfer or novation of rights and/or obligations, such assignment, transfer or novation shall be in a minimum amount (in relation to an Additional Facility Commitment denominated in Euros) of €1,000,000 or (in relation to an Additional Facility Commitment denominated in US Dollars) of US$1,000,000 or, in each case, such lower amount as the Existing Lender may agree with Sunrise HoldCo III (save that in the case of a partial assignment, transfer or novation by a Lender of its rights and/or obligations under an Additional Facility to an Affiliate or Related Fund of that Lender, such assignment, transfer or novation shall be in a minimum amount (in relation to an Additional Facility Commitment denominated in Euros) of €500,000 or (in relation to an Additional Facility Commitment denominated in US Dollars) of US$500,000 or, in each case, such lower amount as that Lender may agree with Sunrise HoldCo III). (b) Notwithstanding any other provision of this Agreement, no Lender shall be entitled to assign, transfer or sub-participate any of its rights, benefits 1 Relating to qualifying lender representation in line with Liberty precedent. 35 or obligations under the Finance Documents in relation to a Revolving Facility without the prior written consent of Sunrise HoldCo III, provided that no such consent shall be required in the case of any assignment, transfer or Sub-participation: (i) by a Lender to another Lender under the Revolving Facility and/or to its Affiliate (or, if applicable, to any Related Fund), in each case, which is a deposit taking financial institution authorised by a financial services regulator or similar regulatory body which has a long term credit rating equal to or better than BBB or Baa2 (as applicable) according to at least two of Moody’s, Standard & Poor’s or Fitch; and (ii) to any New Lender at any time after the occurrence of an Event of Default which is continuing pursuant to any of Clauses 23.2 (Non-payment), 23.6 (Insolvency), 23.7 (Insolvency Proceedings), 23.9 (Creditors’ Process) or 23.10 (Similar Proceedings).” (b) Amend Clause 30.3 (Transfers by Lenders) to include the following new paragraphs: (i) “Notwithstanding any other provision of this Agreement, no Lender shall be entitled to assign, transfer or sub-participate any of its rights, benefits or obligations under the Finance Documents to a New Lender that is a Defaulting Lender or a Sanctioned Lender, in each case without the prior written consent of Sunrise HoldCo III (acting in its sole discretion). (ii) Notwithstanding any other provision of this Clause 30.3 (Transfers by Lenders), no assignment or transfer shall be permitted to settle or otherwise become effective within the period of five Business Days prior to the last day of the Interest Period for the relevant Advance. (iii) Each New Lender, by executing the relevant Transfer Agreement or Novation Certificate, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the transferring Lender would have been had it remained a Lender.” 6. Releases (a) Amend Clause 29.4 (Release of Guarantees and Security) as follows: (i) delete sub-paragraph (b)(i) and replace it as follows: 36 “(i) the disposal (A) is permitted under Clause 21.11 (Disposals), (B) is in accordance with the release of any Obligor in accordance with this Agreement, (C) is as a result of, or in connection with, any solvent liquidation or dissolution that complies with Clause 21.29 (Internal Reorganisation) or (D) the consent of the Majority Lenders has been obtained; and” (iv) delete sub-paragraph (d) and replace it as follows: “(d) The Security Agent shall (and it is hereby authorised by the other Finance Parties to) at the cost of the relevant Obligor, execute such documents as may be required or desirable to effect any release (i) permitted under this Clause 29.4 (Release of Guarantees and Security), (ii) required to permit the granting of any Security Interest permitted under Clause 21.8 (Negative pledge), (iii) expressly permitted under the Finance Documents (excluding, for the avoidance of doubt, pursuant to any consent obtained from the Majority Lenders), (iv) permitted under the Intercreditor Agreement, (v) to which a prior written consent of the relevant Lenders has been granted in accordance with paragraph (f) of Clause 29.2 (Exceptions), (vi) in connection with any Permitted Transaction (other than a Permitted Transaction pursuant to paragraph (a) or (g) of that definition) or (vii) if it is necessary or desirable in connection with Clause 21.29 (Internal Reorganisation).” (v) Add new sub-paragraphs (f) and (g) as follows: “(f) Notwithstanding any other provision of this Agreement, Sunrise HoldCo III may require the Security Agent to, and the Security Agent shall (and it is hereby authorised by the other Finance Parties to) at the cost of the relevant Obligor, execute such documents as may be required or desirable to effect the release of the Security granted over any asset of an Obligor pursuant to the Security Documents to which it is a party to enable the relevant Obligor to grant in connection with that asset any encumbrance permitted under Clause 21.8 (Negative pledge). If, immediately prior to such release the relevant Obligor was treated as an Obligor for the purpose of the 80% Security Test, the relevant Obligor shall continue to be treated as an Obligor for those purposes notwithstanding any such release. (g) Sunrise HoldCo III may designate that any Affiliate Subsidiary is no longer an Affiliate Subsidiary and require the Security Agent to, and the Security Agent shall (and it is hereby authorised by the other Finance Parties to) at the cost of Sunrise HoldCo III, execute such documents as may be required or desirable to effect the release of the guarantees provided and Security granted in connection with the accession of such Affiliate Subsidiary as a Guarantor (“Affiliate Subsidiary Release”); provided that


 
37 immediately after giving effect to such Affiliate Subsidiary Release, either (i) the Guarantors at the relevant time represent a percentage which is greater than that required to satisfy the 80% Security Test and Sunrise HoldCo III provides a certificate to the Facility Agent certifying that upon the Affiliate Subsidiary Release the 80% Security Test would continue to be satisfied or (ii) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and either (1) an Obligor could incur at least €1.00 of additional Financial Indebtedness pursuant to paragraph (xxii) of the definition of Permitted Financial Indebtedness or (2) the ratios of Senior Net Debt to Annualised EBITDA and of Total Net Debt to Annualised EBITDA would be no greater than they were immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such Affiliate Subsidiary Release.” 7. Break Costs: amend sub-paragraph (a)(i) of the definition of “Break Costs” in Clause 1.1 (Definitions) to include the words “and the effect of any interest rate floor” after the words “excluding the Margin” in parentheses. 8. Term Loan Interest Periods: In paragraph (b) of Clause 13.2 (Selection of Interest Periods) delete the words “1, 2, 3 or 6 months, or, in each case, such other period of up to 12 months as the Lenders whose Commitments under the relevant Term Facility that aggregate more than 50% of the aggregate Commitments under that Term Facility may agree with the Borrower” and replace them with the following words: “(i) 1, 2, 3 or 6 months; (ii) any shorter period agreed by the relevant Borrower and the Facility Agent; (iii) any longer period of up to 12 months agreed by the relevant Borrower and the Facility Agent (acting on the instruction of the Majority Lenders in relation to the relevant Facility); and (iv) in connection with the first Term Facility Advance under any Term Facility, any other period of six months or less as agreed to by the relevant Borrower and the Facility Agent”. 9. Hedge Counterparties: in the definitions of “Acceptable Hedge Counterparty” and “Hedge Counterparty” in Clause 1.1 (Definitions) of the Intercreditor Agreement, after the words “credit institution” add the words “or financial institution”. 10. Permitted Financing Action: (a) Amend Clause 14.1 (Place of Payment) to add the following words to the end of that Clause: “, in each case, other than any payment to be made on a cashless basis as part of a Permitted Financing Action.”. (b) Amend Clauses 14.2 (Funds) and 14.3(a) (Distribution) to add the following words to the end of that Clause: 38 “, in each case, other than any payment to be made on a cashless basis as part of a Permitted Financing Action. 11. Amendments and waivers: (a) Add a new paragraph to Clause 29 (Amendments and Waivers) to include the following as a new paragraph: “Notwithstanding anything to the contrary in the Finance Documents, a Finance Party may unilaterally waive, relinquish or otherwise irrevocably give up all or any of its rights under any Finance Document with the consent of Sunrise HoldCo III.” (b) Delete paragraph (f) of Clause 29.2 (Exceptions) and replace it with the following: “A waiver of issuance or the release of any Guarantor from any of its obligations under Clause 19 (Guarantee) or a release of any Security under the Security Documents, in each case, other than in accordance with the terms of any Finance Document shall require the prior written consent of affected Lenders whose Available Commitments plus Outstandings amount in aggregate to more than 75 per cent. of the aggregate Available Commitments plus Outstandings of those affected Lenders. This Clause may not be amended without the consent of Lenders whose Available Commitments plus Outstandings amount in aggregate to more than 75 per cent. of the aggregate Available Commitments plus Outstandings.” (c) Add a new paragraph (i) to Clause 29.2 (Exceptions) as follows: “No amendment or waiver of a term of any Ancillary Facility Document shall require the consent of any Finance Party other than the relevant Ancillary Facility Lender.” (d) Amend sub-paragraph (a)(vii) of Clause 29.2 (Exceptions) by adding the following proviso at the end: “(provided that paragraph (f) below may be amended with the consent of Lenders whose Available Commitments plus Outstandings amount in aggregate to more than 75 per cent. of the aggregate Available Facilities plus Outstandings); or” 12. Prepayments: amend Clause 10.9 (Miscellaneous Provisions) to delete paragraph (f) and replace it with the following: “Other than in relation to any prepayment under Clause 10.7 (Right of prepayment and Cancellation in relation to a Single Lender) or Clause 18.1 (Illegality), any prepayment in part of any Advance shall be applied against the participations of the Lenders in that Advance pro rata (except to the extent any part of an Advance is to be repaid on a cashless basis as part of a Permitted Financing Action).”2 2 Note: reference to Clause 27.9 (Replacement of lenders) to be retained when creeper implemented. 39 13. [Reserved] 14. Release Condition: (a) Amend Clause 21 (Undertakings) to add the following words as a new Clause 21.33: “21.33 Ratings Trigger (a) Notwithstanding anything to the contrary in this Agreement or any other Finance Document, during the period (if any) that a Release Condition (as defined in paragraph (d) below) is satisfied: (i) the following obligations and restrictions shall be suspended and shall not apply: (A) the requirement to make mandatory prepayments under Clause 10.5 (Mandatory prepayment from disposal proceeds); (B) the restrictions under Clause 21.11 (Disposals); (C) the provisions of Clause 21.12 (Acquisitions and mergers); (D) the provisions of Clause 21.13 (Restrictions on Financial Indebtedness); (E) the provisions of Clause 21.14 (Restricted Payments); (F) the provisions of Clause 21.15 (Loans and guarantees); (G) the provisions of Clause 21.16 (Environmental matters); (H) the restrictions under Clause 21.17 (Insurance); (I) the restrictions under Clause 21.18 (Intellectual Property Rights); (J) the restrictions under Clause 21.19 (Share capital); (K) the restrictions under Clause 21.20 (Priority); (L) the restrictions under Clause 21.21 (Share security); (M) the restrictions under Clause 21.22 (Shareholder Loans); (N) the restrictions under Clause 21.23 (Further security over receivables); (O) the restrictions under Clause 21.25 (ERISA); and (P) the provisions of paragraph (b) of Clause 30.8 (Additional Obligors); 40 (ii) the leverage financial covenant in Clause 22.2 (Financial Ratio) shall only be tested semi annually (for the Ratio Period ending on the second and fourth Quarter Dates in each financial year) if the Financial Ratio Test Condition is met on such second and fourth Quarter Dates in each financial year and the Financial Ratio Test Condition will only apply to such second and fourth Quarter Dates; (iii) the relevant Margin payable on any utilisation or Unpaid Sum (as applicable) under any Additional Facility (to the extent specified in the relevant Additional Facility Accession Agreement for that Additional Facility) will be reduced by 0.50 per cent. per annum; and (iv) the amount of each basket set by reference to a monetary amount for which a specific amount is set out in this Agreement and any definitions used therein (including all “annual”, “life of Facilities” and “at any time” and “aggregate” baskets) shall be increased by 50 per cent. (b) If at any time after a Release Condition has been satisfied and a Release Condition subsequently ceases to be satisfied, any breach of this Agreement or any other Finance Document that arises as a result of any of the obligations, restrictions or other terms referred to in paragraph (a) above ceasing to be suspended or amended shall not (provided that it did not constitute an Event of Default at the time the relevant event or occurrence took place) constitute (or result in) a breach of any term of this Agreement or any other Finance Documents, a Default or an Event of Default. (c) In respect of any amount which has not been applied in mandatory prepayment of the Facilities in accordance with Clause 10.5 (Mandatory prepayment from disposal proceeds) as a result of the Release Condition being satisfied (the “Released Amounts”), if the Release Condition subsequently ceases to be satisfied after the date the prepayment would have been required had the Release Condition not been satisfied, the failure to apply the Released Amounts in prepayment shall not result in a breach of any term of this Agreement or any other Finance Document. (d) For the purposes of this Clause 21.33 the “Release Condition” means the Facilities or Sunrise HoldCo III receive any two of the following: (i) a rating of “Baa3” (or the equivalent) or higher from Moody’s or any of its successors or assigns; (ii) a rating of “BBB-” (or the equivalent) or higher from Standard & Poor’s or any of its successors or assigns; and/or (iii) a rating of “BBB-” (or the equivalent) or higher from Fitch or any of its successors or assigns, in each case, with a “stable outlook” from such rating agency.” (e) Amend the definition of “Margin” in Clause 1.1 (Definitions) to include the following wording at the end of that definition:


 
41 “, and if applicable, as reduced pursuant to Clause 21.33 (Ratings Trigger)”. 15. Default Interest: amend “two” in Clause 12.5(a) (Default interest) to read “one”. 42 SCHEDULE 12 NINTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 12 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement. In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement. 1. 80% Security Test: (a) Delete limb (b)(ii)(C) of the definition of 80% Security Test in Clause 1.1 (Definitions). (b) Delete all references to “or 21.2(a)(ii)” in limb (a) of the definition of 80% Security Test in Clause 1.1 (Definitions). (c) Replace all references to “relevant financial statements” in limb (a) of the definition of 80% Security Test in Clause 1.1 (Definitions) with “annual financial statements”. 2. Financial Indebtedness: (a) Insert a new limb (e)(xii) into the definition of Financial Indebtedness in Clause 1.1 (Definitions) as follows: “indebtedness raised through sale and lease back transactions.” (b) Amend limb (e)(iv) of the definition of Financial Indebtedness in Clause 1.1 (Definitions) to delete “obligations under Finance Leases and” and replace it with “any Lease Obligations and obligations under”. (c) Insert a new definition in Clause 1.1 (Definitions) as follows: ““Lease Obligations” means collectively obligations under any finance, capital or operating lease in accordance with GAAP.” 3. Relevant Event: Delete “(a)” and “or (b) Clause 22.2 (Financial Ratio)” from the definition of Relevant Event in Clause 1.1 (Definitions). 4. Tax indemnity: Delete Clause 15.4(b)(iii) (Tax indemnity) and replace with the following: “(iii) to the extent a loss, liability or cost: (A) has been compensated for by a payment under Clause 15.8 (Stamp Taxes) or would have been compensated for by such a payment, but for the application of any exception in such Clause; 43 (B) is compensated for by an increased payment under Clause 15.2 (Tax gross- up); or (C) is suffered or incurred by a Finance Party in respect of a Bank Levy.” 5. Permitted Disposals: (a) Delete Clause 21.11(b)(liv)(C). (b) Amend Clause 21.11(b)(vii) by deleting the following “, provided that the aggregate amount of all such asset securitisations or receivables factoring transactions does not exceed the greater of: (A) €250,000,000 (or its equivalent in other currencies) at any time; and (B) 5% of Total Assets at any time”. (c) Amend Clause 21.11(b)(xxviii) to insert “(or any disposals of Cash Equivalent Investments)” immediately after “the application of cash in payments”. (d) Delete the definition of French Group in Clause 21.11(d) (Disposals). (e) Delete Clause 21.11(c)(i) and replace it with the following “(i) 17.5%;”. (f) Delete the following from Clause 21.11(c)(y) “, except in respect of a disposal of the French Group”. 6. Information – Miscellaneous: Delete the following “(both in hard copy and in electronic form)” from Clause 21.3 (Information – Miscellaneous) and replace it with “(in electronic form and, if requested, hard copy). 7. Permitted Financial Indebtedness: (a) Delete Clause 21.13(b)(xi) (Restrictions on Financial Indebtedness) and replace it with the following: “(xi) any Financial Indebtedness of a person which (A) is acquired by, or merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities), a member of the Borrower Group after the Signing Date and such acquisition, merger, consolidation, amalgamation or combination is permitted by Clause 21.12 (Acquisitions and mergers) or (B) becomes an Affiliate Subsidiary after the Signing Date; where such Financial Indebtedness existed at the date of (x) in the case of (A), completion of such acquisition, merger, consolidation, amalgamation or combination and (y) in the case of (B), such person becoming an Affiliate Subsidiary, provided that the amount of such Financial Indebtedness is not increased beyond the amount in existence at the date described in (x) and/or (y) (as applicable) (subject to the accrual of interest);” (b) Delete Clause 21.13(b)(xviii) (Restrictions on Financial Indebtedness) and replace it with the following: “(xviii) Financial Indebtedness arising under sale and leaseback arrangements or Vendor Financing Arrangements (to the extent these constitute Financial 44 Indebtedness) provided that the aggregate principal amount thereof does not at any time exceed the greater of (A) €250,000,000 and (B) the amount that could be incurred so that the ratio of Senior Net Debt to Annualised EBITDA (giving pro forma effect to any such Financial Indebtedness and the use of proceeds thereof) is equal to, or less than, 4.50:1.00; and provided further that, in each case, the relevant lessor or provider of Vendor Financing Arrangements does not have the benefit of any Security Interest other than over the assets the subject of such sale and leaseback arrangements and/or Vendor Financing Arrangements;” (c) Amend Clause 21.13(b)(xxvi) (Restrictions on Financial Indebtedness) to insert “commodity trading or brokerage accounts,” after “overdraft,”. (d) Amend Clause 21.13(b)(xxix) (Restrictions on Financial Indebtedness) to delete reference to “otherwise permitted under this Agreement”. (e) Amend Clause 21.13(b)(xxxii) (Restrictions on Financial Indebtedness) to insert “after giving pro forma effect to the relevant acquisition or other transaction and the incurrence of such Financial Indebtedness pursuant to this paragraph” immediately after “(y) the ratio of Senior Net Debt to Annualised EBITDA”. (f) Insert a new Clause 21.13(b)(xxxiv) and Clause 21.13(b)(xxxv) as follows (and (i) delete “and” at the end of Clause 21.13(b)(xxxiii) and (ii) make any necessary renumbering changes accordingly): “(xxxiv) any liability that constitutes Financial Indebtedness in respect of any member of the Borrower Group incorporated in The Netherlands arising under a declaration of joint and several liability (hoofdelijke aansprakelijkheid) as referred to in Section 2:403 of the Dutch Civil Code; (xxxv) any liability that constitutes Financial Indebtedness arising as a result of a fiscal unity (fiscale eenheid) solely between members of the Borrower Group incorporated in The Netherlands;” (g) Amend the definition of Permitted Borrower Group Guarantee Facilities in Clause 1.1 (Definitions) to delete reference to “€10,000,000” and replace it with “€50,000,000”. (h) Insert a new Clause 21.13(b)(xxxvi) as follows (and make any necessary renumbering changes accordingly): “(xxxvi) any Financial Indebtedness of any member of the Borrower Group in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other Financial Indebtedness incurred pursuant to this paragraph and then outstanding, will not exceed 100% of the Net Cash Proceeds received by Sunrise HoldCo III or a Permitted Affiliate Parent from the issuance or sale (other than to a member of the Borrower Group) of its respective Subordinated Shareholder Loans or Capital Stock or otherwise contributed to the equity of Sunrise HoldCo III or a Permitted Affiliate Parent (and in each case, other than through the issuance of Disqualified Stock, Preferred Stock (as defined in Clause 10.4 (Change of Control)) or an Excluded Contribution); and”


 
45 (i) Insert new definitions in Clause 1.1 (Definitions) in their correct alphabetic positions in connection with the new Clause 21.13(b)(xxxvi) as follows: ““Disqualified Stock” means, with respect to any person, any Capital Stock of such person which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event: (a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise; (b) is convertible or exchangeable for Financial Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of a member of the Borrower Group); or (c) is redeemable at the option of the holder of the Capital Stock in whole or in part, in each case on or prior to the earlier of (i) the then latest Final Maturity Date of a Facility or (ii) the date on which there are no Outstandings; provided that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided, further that any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require Sunrise HoldCo III or a Permitted Affiliate Parent to repurchase such Capital Stock upon the occurrence of a change of control (as defined in a substantially identical manner to the corresponding definition in this Agreement) shall not constitute Disqualified Stock if the terms of such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) provide that Sunrise HoldCo III or a Permitted Affiliate Parent may not repurchase or redeem any such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) pursuant to such provision prior to compliance by Sunrise HoldCo III or a Permitted Affiliate Parent with the provisions of Clause 21.11 (Disposals) and Clause 10.4 (Change of Control) and such repurchase or redemption complies with Clause 21.14 (Restricted Payments). “Excluded Contribution” means Net Cash Proceeds or property or assets received by Sunrise HoldCo III or a Permitted Affiliate Parent as capital contributions or Subordinated Shareholder Loans to Sunrise HoldCo III or a Permitted Affiliate Parent or from the issuance or sale (other than to a Restricted Subsidiary (as defined in Clause 10.4 (Change of Control))) of Capital Stock (other than Disqualified Stock) of Sunrise HoldCo III or a Permitted Affiliate Parent, in each case to the extent designated as an Excluded Contribution by Sunrise HoldCo III or a Permitted Affiliate Parent.” (j) Delete Clause 21.13(c) (Restrictions on Financial Indebtedness) and delete limb (d) of the definition of Restricted Person in Clause 1.1 (Definitions) (and make any necessary renumbering changes accordingly). 46 8. Permitted Payment: (a) Amend Clause 21.14(c)(xiv)(A) to include “(directly or indirectly)” after the words “an amount equal to such payment is reinvested”. (b) Amend the definition of Permitted Payment to delete “under paragraph (vii) of that definition” from Clause 21.14(c)(xii) (Restricted Payments). (c) Amend the definition of Permitted Payment to delete “and” at the end of Clause 21.14(c)(xxxvi)(B) and instead insert it at the end of Clause 21.14(c)(xxxvi)(C) and insert a new limb (D) in Clause 21.14(c)(xxxvi) (Restricted Payments) as follows: “(D) any property received in connection with such transaction shall not constitute (i) a cure pursuant to Clause 22.4 (Cure provisions) or (ii) an Excluded Contribution, up to the amount of such Permitted Payment made under this Clause 21.14(c)(xxxvi);” (d) Amend the definition of Permitted Payment by inserting: (i) a new Clause 21.14(c)(xlii) (Restricted Payments) as follows: “in connection with any transfer of the equity interests in a member of the Borrower Group provided that (A) the ratio of Senior Net Debt to Annualised EBITDA would not be greater than it was immediately prior to the relevant transfer and (B) such member of the Borrower Group whose equity interests have been transferred pursuant to this paragraph, becomes an Affiliate Subsidiary or member of the Borrower Group within 3 Business Days of such transfer;”; (ii) a new Clause 21.14(c)(xliii) (Restricted Payments) as follows: “following a Public Offering of Sunrise HoldCo III or a Permitted Affiliate Parent or any Parent, the declaration and payment by Sunrise HoldCo III, any Permitted Affiliate Parent or any Parent, or the making of any cash payments, advances, loans, dividends or distributions to any Parent to pay, dividends or distributions on the Capital Stock, common stock or common equity interests of Sunrise HoldCo III, any Permitted Affiliate Parent or any Parent; provided that the aggregate amount of all such dividends or distributions under this paragraph shall not exceed in any financial year the greater of (A) 6 per cent. of the Net Cash Proceeds of such Public Offering or subsequent equity offering by Sunrise HoldCo III or any Permitted Affiliate Parent or contributed to the capital of Sunrise HoldCo III or any Permitted Affiliate Parent by any Parent in any form other than Financial Indebtedness or Excluded Contributions and (B) following the Initial Public Offering, an amount equal to the greater of (1) 7 per cent. of the Market Capitalisation and (2) 7 per cent. of the IPO Market Capitalisation; and”; and (iii) a new Clause 21.14(c)(xliv) (Restricted Payments) as follows: 47 “in an aggregate amount outstanding at any time not to exceed the aggregate cash amount of Excluded Contributions, or consisting of non- cash Excluded Contributions, or Investments in exchange for or using as consideration Investments previously made under this Clause.”. (e) Insert the following definitions in Clause 1.1 (Definitions) in their correct alphabetic positions in connection with the new Clause 21.14(c)(xliii) (Restricted Payments): ““Initial Public Offering” means an equity offering of common stock or other common equity interests of Sunrise HoldCo III, any Permitted Affiliate Parent or any Parent (the “IPO Entity”) following which there is a Public Market and, as a result of which, the shares of the common stock or other common equity interests of the IPO Entity in such offering are listed on an internationally recognised exchange or traded on an internationally recognised market. “IPO Market Capitalisation” means an amount equal to (a) the total number of issued and outstanding shares of Capital Stock of the IPO Entity at the time of closing of the Initial Public Offering multiplied by (b) the price per share at which such shares of common stock or common equity interests are sold or distributed in such Initial Public Offering. “Market Capitalisation” means an amount equal to (a) the total number of issued and outstanding shares of Capital Stock of the IPO Entity on the date of the declaration of the relevant dividend, multiplied by (b) the arithmetic mean of the closing prices per share of such Capital Stock for the 30 consecutive trading days immediately preceding the date of the declaration of such dividend. “Net Cash Proceeds” means, with respect to any issuance or sale of Capital Stock, Subordinated Shareholder Loans or other capital contributions, the Cash proceeds of such issuance or sale net of legal fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commission and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements). “Public Market” means at any time after an equity offering has been consummated, shares of common stock or other common equity interests of the IPO Entity having a market value in excess of €75,000,000 on the date of such equity offering have been distributed pursuant to such equity offering. “Public Offering” means any offering, including an Initial Public Offering, of shares of common stock or other common equity interests that are listed on an exchange or publicly offered (which shall include any offering pursuant to Rule 144A and/or Regulation S under the United States Securities Act of 1933 to professional market investors or similar persons).” 48 9. Loans and guarantees: (a) Delete “, provided that no Obligor shall make a loan to any other member of the Borrower Group unless, within 60 days of making that loan:” from Clause 21.15(a) (Loans and guarantees) and also delete Clause 21.15(a)(i) and (ii) (Loans and guarantees) and make any consequential changes. (b) Amend Clause 21.15(h)(v) to replace the reference to “30 days” with “60 days”. (c) Delete Clause 21.15(bb) (Loans and guarantees) and replace it with the following: “(bb) any guarantee of any Financial Indebtedness of any Parent that is given by an Affiliate Subsidiary or another member of the Borrower Group provided that (i) on the date of incurrence of such guarantee the ratio of Total Net Debt to Annualised EBITDA on a pro forma basis would not exceed 5.50:1 (provided that outstanding Total Net Debt for the purpose of calculating such ratio under this paragraph shall include any Financial Indebtedness represented by guarantees by any member of the Borrower Group of Financial Indebtedness of any Parent), (ii) such guarantee is expressed to be subordinated to the liabilities of such Affiliate Subsidiary or other member of the Borrower Group (as applicable) under the Finance Documents and (iii) no Event of Default is continuing or occurs as a result of such Financial Indebtedness of that Parent being raised or issued;”. 10. Transfers by Lenders: (a) Amend Clause 30.3(k) (Transfers by Lenders) to include “or Clause 29.9 (Replacement of Lenders)” after “under Clause 10.7 (Right of prepayment and cancellation in relation to a single Lender)”. (b) Amend the new language to be included as a new Clause 30.3(b) (Transfers by Lenders) pursuant to paragraph 5(a) of Schedule 11 of this Agreement to insert “other than Clause [30.12] (Sub-participation)” immediately after “Notwithstanding any other provision of this Agreement”.3 11. Historic references: Delete any historic references which are no longer relevant (for example, references to Priority Pledge) to the extent not materially prejudicial to the interests of the Lenders and make any consequential changes. 12. Releases: (a) Add a new paragraph (f) and a new paragraph (g) to Clause 29.4 (Release of Guarantees and Security) as follows: “(f) The Security Agent shall (and it is hereby authorised by the other Finance Parties to) at the cost of Sunrise HoldCo III, execute such documents as may be required or desirable to effect the release of any guarantees and/or Security which 3 R&G note – this will be inserted once creeper 3(c) contained in the Ninth Amendments, Waivers, Consents and Other Modifications schedule has been included.


 
49 it is necessary or desirable to release in connection with any Permitted Tax Reorganisation provided that any equivalent guarantees and/or Security in respect of any other Pari Passu Lien Obligations are released simultaneously.”; and “(g) The Security Agent shall (and it is hereby authorised by the other Finance Parties to) upon the occurrence of a Permitted Guarantee Release, at the cost of Sunrise HoldCo III, execute such documents as may be required or desirable to effect the release of any guarantees and Security (other than Security in respect of (i) the shares in Sunrise HoldCo III and (ii) intercompany receivables payable by Sunrise HoldCo III) granted by Sunrise HoldCo IV.” (b) Insert new definitions in Clause 1.1 (Definitions) in their correct alphabetic positions in connection with the new paragraphs (f) and (g) in Clause 29.4 (Release of Guarantees and Security) as follows: ““Pari Passu Lien Obligations” means any Financial Indebtedness that has equal or substantially equal Security Interest priority to the Facilities on the Security (taking into account any intercreditor arrangements). “Permitted Guarantee Release” means the release, at the option of Sunrise HoldCo III at any time when all Pari Passu Lien Obligations permit, of any guarantee granted by Sunrise HoldCo IV provided that all other guarantees granted by Sunrise HoldCo IV in connection with all other Pari Passu Lien Obligations are released simultaneously.” 13. Permitted Security: (a) At paragraph (k) of the definition of Permitted Security Interest in Clause 1.1 (Definitions), insert the words “or any Refinancing Indebtedness in respect of such Finance Leases, sale and leaseback arrangements or Vendor Financing Arrangements” after reference to “Clause 21.13(b)(xviii) (Restrictions on Financial Indebtedness)”. (b) At paragraph (m) of the definition of Permitted Security Interest in Clause 1.1 (Definitions), insert the words “and Security Interests created, incurred or assumed in connection with any Refinancing Indebtedness in respect of Financial Indebtedness pursuant to which any Security Interest over or affecting any asset (including any shares) acquired by a member of the Borrower Group after the Signing Date was granted” after the first reference to “the relevant acquisition or transaction”. (c) At paragraph (i) of the definition of Permitted Security Interest in Clause 1.1 (Definitions), insert the words “and Security Interests created, incurred or assumed in connection with any Refinancing Indebtedness in respect of Financial Indebtedness pursuant to which any Security Interest over or affecting any asset of, or shares in, any person which becomes a member of the Borrower Group 50 after the Signing Date was granted” after the first reference to “the relevant acquisition or transaction”. (d) Insert a new paragraph (uu) to the definition of Permitted Security Interest in Clause 1.1 (Definitions) as follows: “any Security Interest arising under clause 24 or 25 of the general banking conditions (algemene bankvoorwaarden) of any member of the Dutch Banking Association.” (e) Insert a new paragraph (H) in paragraph (t)(ii) of the definition of Permitted Security Interest in Clause 1.1 (Definitions) as follows (and make any necessary consequential changes): “(H) Financial Indebtedness which is permitted under sub-paragraph (xxxvi) of the definition of Permitted Financial Indebtedness,” once the amendment detailed at paragraph 7(h) of this Schedule 13 has been implemented. (f) Insert a new paragraph (F) in paragraph (u)(ii) of the definition of Permitted Security Interest in Clause 1.1 (Definitions) as follows (and make any necessary consequential changes): “(F) Financial Indebtedness which is permitted under sub-paragraph (xxxvi) of the definition of Permitted Financial Indebtedness,” once the amendment detailed at paragraph 7(h) of this Schedule 13 has been implemented. 14. Unrestricted Subsidiary: Delete the definition of Unrestricted Subsidiary in Clause 1.1 (Definitions) and replace it with the following: ““Unrestricted Subsidiary” means any Subsidiary of Sunrise HoldCo III, any Subsidiary of any Permitted Affiliate Parent and any Subsidiary of an Affiliate Subsidiary that is not an Obligor which is designated by Sunrise HoldCo III or any Permitted Affiliate Parent in writing as an Unrestricted Subsidiary.” 15. Increased Costs: (a) Amend Clause 17.1(a) (Increased Costs) to delete both references to “the Signing Date” and replace with “the later of the date upon which (i) the Finance Party, who has incurred any Increased Cost which is the subject of this Clause, becomes a Party in accordance with the provisions of this Agreement and (ii) in the case of a Lender where the Facility under which such Lender initially had a Commitment when it became a Party has been cancelled, the first day of the Availability Period for the Facility under which such Lender has a Commitment (it being acknowledged that, where such Lender has Commitments under more than one Facility and such Facilities’ Availability Periods commenced on different dates, the relevant date shall be the earlier of those dates)”. (b) Delete paragraph (b) of Clause 17.2 (Increased cost claims) and replace it with the following: “Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate (giving reasonable details of the circumstances giving rise to such claim and of the calculation of the Increased Cost) confirming (i) the amount of its Increased Costs or, if applicable, the Increased Costs of any of its Affiliates, (ii) that it 51 is its policy or current practice to seek to recover such Increased Costs to a similar extent from other similar borrowers in relation to similar existing facilities (such similarity, in each case, determined by reference to the treatment of borrowers and facilities under the law or regulation giving rise to the relevant Increased Cost) and (iii) that it had not already taken such Increased Costs into account as part of its fees and pricing in connection with the Facilities, a copy of which shall be provided to Sunrise HoldCo III at the same time as such certificate is delivered to the Facility Agent, provided that no Finance Party shall be required to disclose information it is not legally allowed to disclose or in respect of which it is bound by contractual requirements of confidentiality or which is otherwise price-sensitive information prohibited from being disclosed pursuant to applicable law or regulation.” 16. Legal Reservations: (a) Insert a new definition in Clause 1.1 (Definitions) as follows: ““Legal Reservations” means: (a) the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court, the principle of reasonableness and fairness, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, court protection, examinership, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors; (b) the time barring of claims under applicable limitation laws, the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of stamp duty may be void and defences of set-off or counterclaim; and (c) any other general principles which are set out as qualifications or reservations as to matters of law in any legal opinion delivered under any Finance Document including (whether or not set out in such legal opinion) the qualification that security purporting to create fixed charges may create floating charges.” (b) Amend Clause 10.4(d)(iii) (Change of Control) to delete reference to “substantially similar qualifications to those made in the legal opinions referred to in Schedule 2 (Conditions Precedent Documents)” and replace with reference to “the Legal Reservations”. (c) Amend Clause 20.4(a) (Legal validity) to delete reference to “any relevant reservations or qualifications as to matters of law contained in any legal opinion referred to in Part 1 of Schedule 2 (Conditions Precedent Documents) or (as applicable) paragraph 13 of Part 2 of Schedule 2 (Conditions Precedent Documents)” and replace with reference to “the Legal Reservations”. (d) Amend Clauses 20.4(b) and (c) (Legal validity) to delete reference to “any relevant reservation or qualification as to matters of law contained in any legal opinion referred to in paragraph (a) above” and replace with reference to “the Legal Reservations”. (e) Amend Clause 20.6(a) (Consents) to delete reference to “any relevant reservations or qualifications contained in any legal opinion referred to in Clause 20.4(a) (Legal validity) above” and replace with a reference to “the Legal Reservations”. 52 (f) Amend paragraph 3 of Schedule 11 (Agreed Security Principles) to delete reference to “any legal opinion referred to in Clause 20.4 (Legal Validity)” and replace with reference to “the Legal Reservations”. 17. Financial Covenant: (a) Amend the definition of Senior Debt in Clause 22.1 (Financial definitions) to delete limb (c) of such definition and replace it with the following: “(c) any Financial Indebtedness referred to in Clauses 21.13(b)(viii), 21.13(b)(xii), 21.13(b)(xiii), 21.13(b)(xxix) and 21.13(b)(xxxiv) (Restrictions on Financial Indebtedness);”. (b) Amend the definition of Senior Debt in Clause 22.1 (Financial definitions) to delete limb (d) of such definition and replace it with the following: (d) any Financial Indebtedness referred to in Clause 21.13(b)(xi) or 21.13(b)(xxxii) (Restrictions on Financial Indebtedness), for a period of six months following the date of completion of an acquisition referred to in Clause 21.13(b)(xi) or 21.13(b)(xxxii) (Restrictions on Financial Indebtedness) only;”. 18. Borrower Group: Amend the definition of Borrower Group in Clause 1.1 (Definitions) to insert “and any Subsidiary of such Affiliate Subsidiary that is designated as a member of the Borrower Group by Sunrise HoldCo III or a Permitted Affiliate Parent [(provided that such designation shall only remain in effect whilst the relevant Affiliate Subsidiary has not been the subject of an Affiliate Subsidiary Release)]4” after the reference to “Affiliate Subsidiary” in paragraph (c) of the definition of Borrower Group. 19. Intra-Group Services: Amend the definition of Intra-Group Services in Clause 1.1 (Definitions): (a) insert “, including stock and other incentive plans” into limb (c)(ii) after “other benefits”; (b) delete limb (c)(iv) and replace with the following: “(iv) the provision of treasury, audit, accounting, banking, strategy, IT, branding, marketing, network, technology, research and development, installation and customer service, telephony, office, administrative, compliance, payroll or other similar services; and”; (c) delete “, in the ordinary course of business and on terms not materially less favourable to the relevant member of the Borrower Group than arms’ length terms,” in limb (d). 4 R&G note – language to be included once Affiliate Subsidiary Release concept is included from previous set of UPC/Sunrise creepers.


 
53 20. Holding Company Expenses: Amend limb (e) of the definition of Holding Company Expenses in Clause 1.1 (Definitions) to include “and/or a Permitted Tax Reorganisation” after “Post-Closing Reorganisation”. 21. Business: Amend the definition of “Business” in Clause 1.1 (Definitions) as follows: (a) insert a new limb (c) as follows and re-letter the existing limbs (c) and (d) accordingly: “(c) other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which any Parent or any member of the Borrower Group are engaged from time to time, including, without limitation, all forms of television, telephony (including, for the avoidance of doubt, mobile telephony) and internet services and any services relating to carriers, networks, broadcast or communications services, or Content;” and (b) amend the existing limb (c) by inserting “, (c)” immediately after “(b)”. 22. Resignation of Obligors: Amend the definition of Borrower in Clause 1.1 (Definitions) to insert “or Clause [●] (Resignation of an Obligor (other than Sunrise HoldCo III))” immediately after “Clause 30.2 (Transfers by Obligors)”5. 23. Default: Amend the definition of Default in Clause 1.1 (Definitions) to insert “provided that any such event or circumstance which requires the satisfaction of a condition as to materiality before it becomes an Event of Default shall not be a Default unless that condition is satisfied” after “be an Event of Default”. 24. Acceleration: Amend Clause 23.18 (Acceleration) and Clause 23.19 (Maintenance Covenant Revolving Facility Acceleration) to insert a new paragraph as follows (and to make the consequential changes required to the numbering of the existing paragraphs in Clause 23.18 (Acceleration) and Clause 23.19 (Maintenance Covenant Revolving Facility Acceleration)): “(b) Any notice of Default or Event of Default, notice of acceleration or instruction to the Facility Agent to provide a notice of Default or Event of Default or notice of acceleration, or to take any other action with respect to an alleged Default or Event of Default, may not be given with respect to any Default or Event of Default notified to the Facility Agent, reported publicly or which the Facility Agent otherwise became aware of, in each case, more than two years prior to such notice or instruction.”. 25. Permitted Transaction: (a) Amend the definition of Permitted Transaction in Clause 1.1 (Definitions) to insert a new paragraph as follows: “any acquisition or purchase of a spectrum license;”. 5 R&G note – insertion of reference to new “Resignation of an Obligor (other than Sunrise HoldCo III)” clause to occur once “Resignation of Obligors” creeper contained in the Eighth Amendments, Waivers, Consents and Other Modifications schedule has been included. 54 (b) Amend the definition of Permitted Transaction in Clause 1.1 (Definitions) to insert new paragraphs as follows: “any step, circumstance or transaction which is mandatorily required by law (including arising under an order of attachment or injunction or similar legal process);”; and “any intermediate steps or actions necessary to implement steps, circumstances, payments or transactions permitted or not prohibited by this Agreement;”. (c) Amend the definition of Permitted Transaction in Clause 1.1 (Definitions) to insert a new paragraph (i) as follows: “so long as no [Default or Event of Default of the type specified in Clause 21.2 (Non- payment)]/[Relevant Event]6 has occurred and is continuing, Investments in any person to the extent that, after giving pro forma effect to any such Investment, the ratio of Senior Net Debt to Annualised EBITDA would not exceed 4.50 to 1.00;” (d) Insert a new definition in Clause 1.1 (Definitions) as follows: ““Investment” means, with respect to any person, all investments by such person in other persons (including Affiliates) in the form of any direct or indirect advance, loan (other than advances or extensions of credit to customers in the ordinary course of business) or other extensions of credit (including by way of guarantee or similar arrangement, but excluding any debt or extension of credit represented by a bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Financial Indebtedness or other similar instruments issued by, such person and all other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.” 26. Cash Equivalent Investment: Amend paragraph (a) of the definition of Cash Equivalent Investment in Clause 1.1 (Definitions) to insert “, the government of Switzerland” immediately after “the relevant member state of the European Union”. 27. Reference Banks: Delete the definition of Reference Banks in Clause 1.1 (Definitions) and replace it with the following: ““Reference Banks” means, subject to Clause 30.9 (Reference Banks), the principal London offices of such banks as may be approved by the Facility Agent with the consent of Sunrise HoldCo III and such banks.” 28. Representations: Amend Clause 20.20(a) (Times for making representations and warranties) by deleting “on the date of each Request and”. 29. Financial information: (a) Delete the following “(provided however, that to the extent any reports are filed on the SEC’s website or Sunrise HoldCo III’s website, such reports shall be deemed supplied to the Facility Agent in sufficient copies for all Lenders)” from Clause 21.2(a) 6 To refer to Relevant Event once the amendment detailed at paragraph 3 of this Schedule 12 has been implemented 55 (Financial information) and replace it with “(provided however, that (x) to the extent any reports are filed on the SEC’s website or Sunrise HoldCo III’s website, such reports shall be deemed supplied to the Facility Agent in sufficient copies for all Lenders and (y) the information required to be included in a certificate signed by a director of Sunrise HoldCo III pursuant to Clause 21.2(a)(iii)(B) shall only be required to be included in a certificate which is supplied to the Facility Agent for the benefit of the Lenders under Maintenance Covenant Revolving Facilities and, as such, such information shall not be required to be supplied to the Facility Agent in sufficient copies for, or for distribution to, all Lenders, and as such a separate certificate which does not include such information may be provided to the Facility Agent for the benefit of the other Lenders)”. (b) Delete Clauses 21.2(a)(iv) and 21.2(a)(v). 30. Priority: Delete Clause 21.20 (Priority). 31. Share security: (a) Amend Clause 21.21(b) (Share security) to insert “within 60 days of the date that such shares are issued” immediately after “pursuant to the terms of a Security Document”. (b) Amend Clause 21.21(c) (Share security) to insert “provided that the Facility Agent (acting in its sole discretion) may elect to waive the requirements of this Clause 21.21(c) (Share security) if Sunrise HoldCo III gives an undertaking in a form reasonably satisfactory to it that such requirements will be satisfied within 60 days of the date that such shares are issued” immediately after “may reasonably require”. (c) Amend Clause 21.21(f) (Share security) to delete “upon issue” and insert “within 60 days of the date that such shares are issued” immediately after “in favour of the Beneficiaries”. 32. Breach of other obligations: (a) Delete Clause 23.3(a) (Breach of other obligations) (and make any necessary renumbering changes accordingly). (b) Amend Clause 23.3(b) (Breach of other obligations) by deleting “in paragraph (a) above or” immediately after “(other than those referred to”. 33. Expenses: (a) Amend Clause 26.1 (Transaction Expenses) to include “which are properly documented and are” immediately after “(including legal fees, subject to any agreed caps)”. (b) Amend Clause 26.2 (Amendment Costs) to include “which are properly documented and are” immediately after “(including legal fees, subject to any agreed caps)”. (c) Amend Clause 26.3 (Enforcement Costs) to include “which are properly documented and are” immediately after “(including legal fees)”. 56 34. Counterparts: Amend Clause 36 (Counterparts) to replace the first reference to “This Agreement” with “A Finance Document (other than a Security Document governed by the laws of a jurisdiction which requires such Security Document to be signed on a single copy in order for such Security Document to grant a valid and enforceable Security Interest)” and replace the second reference to “this Agreement” with “such Finance Document”. 35. Ultimate Parent: Amend the definition of Ultimate Parent in Clause 1.1 (Definitions) by adding a new paragraph (b) as follows and renumbering the existing paragraphs accordingly: (b) upon consummation of any transaction whereby Liberty Global PLC has a Parent, “Ultimate Parent” will mean the top tier Parent above Liberty Global PLC and its successors;”. 36. Notices: Amend Clause 37 (Notices) to replace each reference to “this Agreement” with “a Finance Document unless specified to the contrary in such Finance Document”. 37. Breach of Intercreditor Agreement: (a) [Reserved] (b) Delete Clause 21.14(c) (Breach of Intercreditor Agreement). 38. Additional Obligor Conditions Precedent: (a) [Reserved] (b) Delete paragraph 3(a) of Part 2 (To be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents) and make any necessary renumbering changes accordingly. (c) Delete paragraph 3(b) of Part 2 (To be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents) once the amendment detailed at paragraph 1(a) of this Schedule 13 has been implemented and make any necessary renumbering changes accordingly. (d) Amend paragraph 3(c) of Part 2 (To be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents) to delete “, together with a Pledge of Subordinated Shareholder Loans executed by the Additional Guarantor in respect of such Financial Indebtedness and the other documents referred to in Clause 21.22(a) (Shareholder Loans)” and replace it with “and, to the extent that Sunrise HoldCo III elects that such Financial Indebtedness should constitute Subordinated Shareholder Loans, a pledge over the instrument pursuant to which such proposed Subordinated Shareholder Loans have or has been advanced”. (e) Delete paragraph 3(d) of Part 2 (To be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents) once the amendment detailed at paragraph 43 of this Schedule 12 has been implemented and make any necessary renumbering changes accordingly.


 
57 (f) Delete paragraph 4 of Part 2 (To be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents) and make any necessary renumbering changes accordingly. (g) Delete paragraph 7(b) of Part 2 (To be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents) and make any necessary consequential and renumbering changes accordingly. 39. Form of Request and Cancellation Notice: (a) Amend Part 1 (Form of Request (Advances)) and Part 2 (Form of Cancellation and/or Prepayment Notice) of Schedule 3 (Form of Request and Cancellation Notice) to include reference to “Revolving Facility” wherever there is a reference to “Additional Facility”. (b) Amend Part 1 (Form of Request (Advances)) and Part 3 (Form of Request (Documentary Credits)) of Schedule 3 (Form of Request and Cancellation Notice) to delete reference to “We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Request” and replace it with “We confirm that each condition specified in Clause 4.2 (Further conditions precedent) that is required to be satisfied on the date of this Request is satisfied or (where required to be satisfied on the proposed Utilisation Date) is or will be satisfied on such Utilisation Date”. (c) Amend Part 3 (Form of Request (Documentary Credits)) of Schedule 3 (Form of Request and Cancellation Notice) to insert “Documentary Credit” immediately prior to each reference to “Beneficiary”. 40. Personal liability: Amend Clause 1.2(j) (Construction) to delete the wording immediately after “that member of the Wider Group in a” and replace it with “Finance Document, certificate or other document required to be delivered under any Finance Document.” 41. Change of Control: Amend the definition of Controlling Company in Clause 10.4 (Change of Control) to delete “and” at the end of paragraph (A) and to delete Clause 10.4(b) (Change of Control) (and make any necessary consequential amendments) and instead include such language as new paragraphs below paragraph (B) as follows: “(C) after a Post-Closing Reorganisation, New Intermediate Holdco and its successors; or (D) after a Spin-Off in which LGEF and its successors (or if a Permitted Affiliate Group Designation Date has occurred, the Common Holding Company and its successors) is no longer a Parent of UPC Broadband Holdco (or if a Permitted Affiliate Group Designation Date has occurred, a common Parent of UPC Broadband Holdco and any Permitted Affiliate Parent), a Parent of UPC Broadband Holdco (or if a Permitted Affiliate Group Designation Date has occurred, a common Parent of UPC Broadband Holdco and any Permitted Affiliate Parent) designated by UPC Broadband and any successors of such Parent;” 58 42. Enforcement of and undertakings in relation to certain agreements: Delete Clause 21.3A (Enforcement of and undertakings in relation to certain agreements) and Clause 21.3(c) (Information – Miscellaneous). 43. Shareholder Loans: Delete Clause 21.22 (Shareholder Loans) and make any other necessary consequential amendments. 44. Further security over receivables: Delete Clause 21.23 (Further security over receivables) and make any other necessary consequential amendments. 45. Sunrise Financing: Delete Clause 21.26(a) (Sunrise Financing) and replace it with the following: “(a) Each Borrower will ensure that the proceeds of any loan made to Sunrise Financing by Sunrise HoldCo III or Sunrise FinCo II and the proceeds of any drawing made by Sunrise Financing shall be (i) used to prepay or repay any third party Financial Indebtedness to the extent not prohibited under this Agreement or (ii) invested by way of intercompany loan or equity subscription in one or more other members of the Borrower Group within five Business Days of receipt of such proceeds or, as the case may be, the relevant Utilisation Date.” 46. Cross default: Delete Clause 23.5(e) (Cross default). 47. Insolvency: Delete Clause 23.6(c) (Insolvency) and make any necessary renumbering changes accordingly. 48. Additional Obligors: (a) Amend Clause 30.8(b) (Additional Obligors) and 30.8(d) (Additional Obligors) to delete “or (ii)”. (b) Amend Clause 30.8(c)(i) to insert “under that Facility” immediately after “Majority Lenders”. (c) Delete Clause 30.8(c)(iv). 49. Amendments and Waivers: Insert a new Clause 29.1(c) (Required consents) as follows “In respect of any request for a consent, waiver, amendment or other vote under the Finance Documents, a Lender may not vote part (but may vote all) of its Commitments in favour or against such request and a Lender may not abstain from voting part (but may abstain from voting all) of its Commitments in respect of such request, other than, in each case, with the prior written consent of Sunrise HoldCo III (in its sole discretion) and, in the event that any Lender purports to vote (or abstain from voting) its Commitments in breach of this paragraph (c) in respect of any request made by a member of the Borrower Group, such Lender shall be deemed to have voted all of its Commitments in favour of such request.” 50. Agreed Security Principles: Delete paragraph 3(a)(ii)(C) of Schedule 11 (Agreed Security Principles). 51. Cure provisions: 59 (a) Delete Clause 22.4(a) (Cure provisions) and replace with the following: “(a) Sunrise HoldCo III may cure a breach of the financial ratio set out in Clause 22.2 (Financial Ratio) by procuring that: (i) additional equity is injected into, and/or additional Subordinated Shareholder Loans are provided to, one or more members of the Borrower Group in an aggregate amount equal to or greater than the amount which if it had been deducted from Senior Net Debt for the Ratio Period in respect of which the breach arose, would have avoided the breach; (ii) additional equity is injected, and/or additional Subordinated Shareholder Loans are provided to, one or more members of the Borrower Group in an aggregate amount equal to or greater than the amount which if it had been added to EBITDA for the Ratio Period in respect of which the breach arose, would have avoided the breach; (iii) any Revolving Facility Outstandings, Outstandings under any Additional Revolving Facility and/or net indebtedness under any Ancillary Facility are prepaid (from any source selected by Sunrise HoldCo III in its sole discretion) in an amount which if such prepayment had occurred immediately prior to the calculation on the last day of the Ratio Period in respect of which the breach arose, the Financial Ratio Test Condition as at the last day of that Ratio Period would have not been met and therefore the financial ratio would not have been required to be tested; (iv) non-cash assets are contributed to one or more members of the Borrower Group in an aggregate amount (determined by reference to such non-cash assets’ fair market value (as determined by Sunrise HoldCo III in good faith)) equal to or greater than the amount which if it had been deducted from Senior Net Debt for the Ratio Period in respect of which the breach arose, would have avoided the breach; or (v) non-cash assets are contributed to one or more members of the Borrower Group in an aggregate amount (determined by reference to such non-cash assets’ EBITDA (as determined by Sunrise HoldCo III in good faith)) equal to or greater than the amount which if it had been added to EBITDA for the Ratio Period in respect of which the breach arose, would have avoided the breach.” (b) Delete Clause 22.4(b) (Cure provisions) and replace with the following: “(b) A cure under this Clause 22.4 will not be effective unless: (i) in the case of paragraphs (a)(i), (a)(ii), (a)(iv) and (a)(v) an amount equal to or greater than the required amount of additional equity, the proceeds of any Subordinated Shareholder Loans, the EBITDA of the non-cash 60 assets or the amount of non-cash assets (as applicable) are received by one or more members of the Borrower Group; or (ii) in the case of paragraph (a)(iii) above, any Revolving Facility Outstandings, Outstandings under any Additional Revolving Facility and/or net indebtedness under any Ancillary Facility that are required to be prepaid are so repaid, in each case, within 30 Business Days of delivery of the financial statements delivered under Clause 21.2 (Financial information) which show that Clause 22.2 (Financial Ratio) has been breached (“Cure Period”).” (c) Delete Clause 22.4(d) (Cure provisions) and replace with the following: “(d) Sunrise HoldCo III shall make an election (at its sole discretion) by notice to the Facility Agent prior to the end of the Cure Period as to whether a breach of the financial ratio set out in Clause 22.2 (Financial Ratio) shall be cured pursuant to a recalculation as described in either sub-paragraph (a)(i), (a)(ii), (a)(iii), (a)(iv) or (a)(v) above.” (d) Delete Clause 22.4(e) (Cure provisions) and replace with the following: “(e) If Sunrise HoldCo III makes an election for a recalculation as described in sub- paragraphs (a)(i), (a)(ii), (a)(iv) and (a)(v) above, it shall be under no obligation to apply the amount of additional equity, the proceeds of any Subordinated Shareholder Loans or the amount of non-cash assets that are received by one or more members of the Borrower Group in prepayment of the Facilities or for any other specific purpose and such amount will be deemed to be deducted from Senior Net Debt or added to EBITDA for the purposes of Clause 22.2 (Financial Ratio) (as applicable) as at the last day of the relevant Ratio Period.” (e) Delete Clause 22.4(h) (Cure provisions) and replace with the following: “(h) Where a cure is exercised under this Clause 22.4 in respect of a breach of Clause 22.2 (Financial Ratio) for any financial quarter and Sunrise HoldCo III makes an election for a recalculation as described in sub-paragraph (a)(ii) or (a)(v) above, the amount of additional equity, the proceeds of any Subordinated Shareholder Loans or the EBITDA of the non-cash assets (as applicable) that are received by one or more members of the Borrower Group shall also be added in calculating EBITDA for any future Ratio Period that includes such financial quarter. Any Adjustments pursuant to this paragraph will not be treated as a separate cure.” 52. Capital Stock: Move the definition of Capital Stock from Clause 10.4 (Change of Control) to its correct alphabetic position in Clause 1.1 (Definitions) and make any necessary consequential changes. 53. Contractual recognition of bail-in: (a) [Reserved]


 
61 (b) [Reserved] (c) Amend limb (b) of the definition of Write-down and Conversion Powers in Clause 1.1 (Definitions) to insert “other than the UK Bail-In Legislation” immediately after “any other applicable Bail-In Legislation”. (d) Delete limb (c) of the definition of Write-down and Conversion Powers in Clause 1.1 (Definitions) and replace it with: “(c) in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers.” 62 SCHEDULE 13 TENTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 13 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement. In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement. 1. Determinations – Option A: Delete clause 22.5 (Determinations) in its entirety and replace it as follows: (a) Financial Indebtedness of the Borrower Group originally denominated in any currency other than CHF that has been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into CHF, will be taken into account at its CHF equivalent using the effective exchange rate in the relevant foreign exchange hedging transactions. (b) Unless stated to the contrary in this Agreement, all the terms used above are to be calculated in accordance with the Relevant Accounting Principles. (c) Notwithstanding paragraphs (a) and (b) above, Hedged Debt (as defined below) will be taken into account at its CHF equivalent calculated using the same weighted average exchange rates for the relevant Ratio Period used in the profit and loss statements of the relevant accounts of the Borrower Group for calculating the CHF equivalent of EBITDA denominated in the same currency as the currency in which that Hedged Debt is denominated or into which it has been swapped, as described below. “Hedged Debt” means: (i) Financial Indebtedness of the Borrower Group originally denominated in any currency other than CHF in which any member of the Borrower Group earns EBITDA (a “functional currency”) and that has not been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into CHF; and (ii) Financial Indebtedness of the Borrower Group that has been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into a functional currency. (d) If there is a dispute as to any interpretation of or computation for Clause 22.1 (Financial definitions), the interpretation or computation of the auditors of Sunrise HoldCo III shall prevail. 63 2. Determinations – Option B: Delete clause 22.5 (Determinations) in its entirety and replace it as follows: (a) Financial Indebtedness of the Borrower Group originally denominated in any currency other than CHF that has been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into CHF, will be taken into account at its CHF equivalent using the effective exchange rate in the relevant foreign exchange hedging transactions. (b) Financial Indebtedness of the Borrower Group originally denominated in any currency other than CHF that has not been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into CHF, will be taken into account at its CHF equivalent using: (i) if the Borrower Group has generated EBITDA in the relevant Ratio Period denominated in that currency, the same weighted average exchange rates for the relevant Ratio Period used in the profit and loss statements of the relevant accounts of the Borrower Group for calculating the CHF equivalent of EBITDA denominated in that currency; or (ii) if the Borrower Group has not generated EBITDA in the relevant Ratio Period denominated in that currency, the weighted average exchange rates for the relevant Ratio Period determined by Sunrise HoldCo III acting reasonably, provided that if a calculation is being made in connection with the incurrence of that Financial Indebtedness, at the election of Sunrise HoldCo III in its sole discretion, it may be taken into account at its CHF equivalent using the Agent’s Spot Rate of Exchange at the time of that calculation. (c) Unless stated to the contrary in this Agreement, all the terms used above are to be calculated in accordance with the Relevant Accounting Principles. (d) If there is a dispute as to any interpretation of or computation for Clause 22.1 (Financial definitions), the interpretation or computation of the auditors of Sunrise HoldCo III shall prevail. 3. Determinations – Option C: Delete clause 22.5 (Determinations) in its entirety and replace it as follows: (a) Financial Indebtedness and EBITDA of the Borrower Group originally denominated in any currency other than CHF may, at the election and determination of Sunrise HoldCo III in its sole discretion, be taken into account at its CHF equivalent using: (i) the weighted average exchange rates for the relevant period determined by Sunrise HoldCo III acting reasonably; 64 (ii) exchange rates otherwise consistent with the exchange rate methodology applied in the financial statements required to be delivered under Clause 21.2(a)(i) or (ii) (Financial information); (iii) in connection with Financial Indebtedness of the Borrower Group only, the effective exchange rates in respect of any related foreign exchange hedging transactions; or (iv) the spot rate on the relevant date (such rate as elected and determined by Sunrise HoldCo III acting reasonably). (b) Unless stated to the contrary in this Agreement, all the terms used above are to be calculated in accordance with the Relevant Accounting Principles. (c) If there is a dispute as to any interpretation of or computation for Clause 22.1 (Financial definitions), the interpretation or computation of the auditors of Sunrise HoldCo III shall prevail. 4. General CHF amendments: Amend all references to “Euro”, “Euros” or “€” to refer to “CHF” in all provisions of the Credit Agreement and/or the Intercreditor Agreement related to baskets, thresholds, ratios, permissions, financial covenant calculations and covenants (including, without limitation, in the definition of Cash and clause 1.5 (Exchange Rates) provided that, for the avoidance of doubt, there shall be no change to any number referenced in the Credit Agreement and the Intercreditor Agreement based on a foreign exchange differential. 5. Deferred consideration for receivables financings: Add a new paragraph in Clause 21.15 (Loans and guarantees) as follows: “any loan made or credit given to any person that acquires receivables directly or indirectly from any member of the Borrower Group in connection with any asset securitisation programme or receivables factoring transaction.”


 
(Project Breitling – signature page to AAB2 Finco Accession Agreement) SIGNATORIES Facility Agent and Security Agent EXECUTED as a DEED for and on behalf of THE BANK OF NOVA SCOTIA as Facility Agent …………………………………………. By: Title: …………………………………………. By: Title: EXECUTED as a DEED for and on behalf of THE BANK OF NOVA SCOTIA as Security Agent …………………………………………. By: Title: …………………………………………. By: Title: Rory McCarthy Director Sonya Bikhit Managing Director Rory McCarthy Director Sonya Bikhit Managing Director (Project Breitling – signature page to AAB2 Finco Accession Agreement) The Borrower EXECUTED as a DEED for and on behalf of SUNRISE FINANCING PARTNERSHIP (formerly known as UPC Financing Partnership) ______________________ Name: Marcel Huber Title: Attorney In Fact ______________________ Name: Cesar Severino Title: Attorney In Fact (Project Breitling – signature page to AAB2 Finco Accession Agreement) Additional Facility AAB2 Lender EXECUTED as a DEED for and on behalf of SUNRISE FINCO I B.V. Acting by: Sunrise FinCo II B.V. ______________________ Name: Marcel Huber Title: Director ______________________ Name: Cesar Severino Title: Director (Project Breitling – signature page to AAB2 Finco Accession Agreement) The Company EXECUTED as a DEED for and on behalf of SUNRISE HOLDCO III B.V. Acting by: Sunrise FinCo II B.V. ______________________ Name: Marcel Huber Title: Director ______________________ Name: Cesar Severino Title: Director


 
Exhibit 8.1


Company name


Registered office



December 31, 2025
participation in %

Total Share capital










Sunrise Financing Partnership


United States



100

    —    
Sunrise FinCo I B.V.


Netherlands



100

     EUR 106    
Sunrise FinCo II B.V.


Netherlands



100

    EUR 18,600    
Sunrise HoldCo VI B.V.


Netherlands



100

EUR 108
Sunrise HoldCo V B.V.


Netherlands



100

EUR 20,000
Sunrise HoldCo IV B.V.1)


Netherlands



100

    EUR 21,600    
Sunrise HoldCo III B.V.


Netherlands



100

    EUR 22,400    
Sunrise HoldCo II B.V.


Netherlands



100

    EUR 18,023    
Sunrise HoldCo I B.V.


Netherlands



100

    EUR 24,478    
Sunrise GmbH


Switzerland



100

    CHF 2,000,000    
Sunrise Portugal S.A.


Portugal



100

EUR 150,000
Swiss Open Fiber AG


Switzerland



100

    CHF 100,000    
Télélavaux S.A.


Switzerland



80


CHF 700,000
SITEL S.A.


Switzerland



66.7

CHF 20,850,000    
ello communications S.A.


Switzerland



60

    CHF 1,000,000
Swiss-Ski Store GmbH


Switzerland



50

CHF 1,200,000
ITV Betriebsgesellschaft GmbH


Switzerland



50

    CHF 20,000    
naxoo SA


Switzerland



48.8

    CHF 4,500,000    
Télédistal S.A.


Switzerland



38.9 (indirect)

CHF 600,000
REGIONALE GEMEINSCHAFTSANTENNEN-ANLAGE SPIEZ AG REGAS


Switzerland



30

    CHF 300,000    
TELDAS GmbH


Switzerland



23

CHF 100,000
CH Media TV AG


Switzerland



20

    CHF 1,000,000    
KABAG Kabelfernsehanlage Berg AG


Switzerland



16.7

CHF 150,000
Tele Ticino SA


Switzerland



7.53

4,950,015.84
InterGGA AG


Switzerland



5.94

CHF 943,000
Diatel SA


Switzerland



2.5

CHF 200,000
SVIT Immobilien Forum AG


Switzerland



1.02

CHF 196,000


Exhibit 11.1

image_0.jpg
Insider Trading Policy
of
Sunrise Communications AG

Sunrise GmbH




Table of Contents


2/15
Sunrise GmbH


1.Purpose
a)Sunrise Communications AG (Sunrise, together with the companies directly or indirectly controlled by it, the Sunrise Group) is a Swiss corporation whose Class A common shares, par value CHF 0.10 per share (the Class A Shares), are listed on the SIX Swiss Exchange AG (the SIX) and whose American Depositary Shares representing Class A Shares (the Class A ADSs) are listed on the Nasdaq Global Select Market (the Nasdaq).
b)To comply with the law, including SIX rules, Nasdaq rules (for as long as the Class A ADSs are listed on the Nasdaq), and United States securities laws (for as long as any class of Sunrise’s securities remains registered under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act)), and to protect Sunrise's reputation, Sunrise must take precautions to help prevent insider trading and market manipulation.
c)Under Swiss law, insider trading is when someone buys or sells securities, or trades in derivatives of such securities, while in possession of Inside Information (as defined herein) about these securities. Under U.S. law, insider trading is when someone buys or sells securities, trades in derivatives of such securities, or recommends or encourages another person to trade in, while in possession of Material Non-public Information (as defined herein) about these securities. Market manipulation (also called price manipulation) is when someone influences the price of securities by giving misleading information or making fictitious transactions.
d)The purpose of this insider trading policy (the Policy) is to help ensure that Covered Persons (as defined herein), and anyone else who has Inside Information or Material Non-public Information about Sunrise, do not engage in insider trading or market manipulation, or otherwise exploit Inside Information or Material Non-public Information.
2.Scope
2.1 Who must comply with this Policy?
a)Unless otherwise specified, this Policy must be read, acknowledged, and complied with by:
(i)the members of the Board of Directors of Sunrise (the Board),
(ii)the members of the Executive Committee of Sunrise (the ExCom),
(iii)all employees of the Sunrise Group, and
(iv)consultants, contractors or advisors of Sunrise Group, who have or could have access to Inside Information or Material Non-public Information.
These persons are referred to in this Policy as Covered Persons (each a Covered Person).
Sunrise GmbH




b)The Covered Persons remain subject to this Policy after their employment, appointment, contract or other engagement with Sunrise concludes, if and as long as such Covered Persons remain in possession of Inside Information or Material Non-Public Information.
c)If a Covered Person becomes aware of Inside Information or Material Non-public Information in the course of their work, they must inform the Clearing Office immediately.
2.2 What type of securities are covered by this Policy?
a)This Policy covers all transactions in any securities (debt or equity) of any Sunrise Group company, issued, or which may in the future be issued, as well as any financial instruments derived from such securities (collectively, the Sunrise Securities). For example, the following instruments are considered Sunrise Securities:
(i)the Class A Shares and the Class B Shares (the Sunrise Shares);
(ii)the Class A ADSs and the American Depositary Shares representing Class B Shares (the Sunrise ADSs);
(iii)any conversion, acquisition, or sale right (e.g., call or put options) which provides for, or allows, the actual delivery of Sunrise Shares or Sunrise ADSs or of other conversion, acquisition, or sale rights relating to Sunrise Shares or Sunrise ADSs;
(iv)any debt securities (including, but not limited to, bonds and asset-backed securities) of any Sunrise Group company;
(v)any securities issued by a third party (including financial instruments, index products, and equity baskets) whose price or performance materially – i.e., generally by at least 25% – depends on the price or performance of any of the securities described in (i) to (iv); and
(vi)any financial instruments, including any derivative instrument, which provide for or permit cash settlement, any other contracts for difference and any non-standardized over-the-counter products whose price or performance materially – i.e., generally by at least 25% – depends on the price or performance of any of the securities described in (i) to (v) above (e.g., index products, equity baskets, or options on such instruments).
b)This Policy also applies to any securities and related financial instruments of any third party whose (equity or debt) securities are traded on a public market if a Covered Person, in the course of their position, acquires Inside Information or Material Non-public Information with regard to such securities, such as plans by Sunrise to launch a public offer for such securities or to enter into a material transaction with such third party (collectively, the Third-Party Securities).
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Sunrise GmbH


3.References
The following separate Sunrise policies are referenced in this Policy:
Trading, Disclosure and Reporting Policy, and
Management Transaction Policy.
4.Definitions
Document-specific definitions used in this Policy are listed in the following table:
Black-out Periods
as defined in Section 6 of this Policy
Black-out Persons
as defined in Section 6.1c) of this Policy (in Sunrise internal communication referred to as the Black-out Group)
Board
as defined in Section 2.1a)(i) of this Policy
CEOmeans the Chief Executive Officer of the Sunrise Group
CFOmeans the Chief Financial Officer of the Sunrise Group
Chairpersonmeans the Chairperson of Sunrise's Board
Class A ADSs
as defined in Section 1a) of this Policy
Class A Shares
as defined in Section 1a) of this Policy
Class B SharesSunrise’s Class B shares with privileged voting rights, par value CHF 0.01 per share
Clearance
as defined in Section 7c) of this Policy
Clearing Officemeans a Sunrise internal group of employees which is preparing and overseeing decisions, reports and documentation of the tasks and processes defined in this Policy, in the Trading, Disclosure and Reporting Policy or in the Management Transaction Policy. The Clearing Office consists of the General Counsel, the CFO, the VP Corporate Communications, the VP Investor Relations and the Senior Director Compliance, Regulatory & Governance of the Sunrise Group.
Covered Persons
as defined in Section 2.1a) of this Policy
ExCom
as defined in Section 2.1a)(ii) of this Policy
General Black-out Periods
as defined in Section 6.1 of this Policy
General Counselmeans the General Counsel (or equivalent title) of the Sunrise Group
Inside Information
as defined in Section 5.1 of this Policy
Insider
as defined in Section 5a) of this Policy
Material Non-public Information
as defined in Section 5.1f) of this Policy
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Sunrise GmbH


Permanent Insiders
as defined in Section 7a) of this Policy
Policy
as defined in Section d) of this Policy
SIX
as defined in Section a) of this Policy
Special Black-out Periods
as defined in Section 6.2(a) of this Policy
Sunrise
as defined in Section a) of this Policy
Sunrise Group
as defined in Section a) of this Policy
Sunrise Securities
as defined in Section a) of this Policy
Sunrise Shares
as defined in Section (i) of this Policy
Third-Party Securities
as defined in Section b) of this Policy
Trading Daymeans, as applicable to the trade in question, a day on which the SIX or, for as long as the Class A ADSs are listed on the Nasdaq, the Nasdaq, is generally open for trading, and trading in the listed Sunrise Securities of such venue has not been suspended for any reason.

5.Prohibition of trading on the basis of Inside Information and Material Non-public Information
a)A Covered Person who possesses Inside Information or Material Non-public Information (each an Insider) is prohibited from transacting in or influencing others to transact in Sunrise Securities or Third-Party Securities.
b)In particular, an Insider:
(i)must keep Inside Information and Material Non-public Information strictly confidential and must not disclose Inside Information and Material Non-public Information to anyone (not even family members, close friends and other individuals with whom such Insider has a pattern of sharing confidences) other than those persons who need to know it and who are subject to confidentiality obligations (whether under this Policy, statutory or professional secrecy obligations or an executed confidentiality undertaking);
(ii)must not, directly or indirectly, sell, buy, or enter into an option or similar transaction relating to Sunrise Securities or Third-Party Securities, whether for their own account or for the account of another person or entity; and
(iii)must not recommend to, induce or instruct any other person (including family members, close friends and other individuals with whom such Insider has a pattern of sharing confidences) or any entity, to sell, buy, or otherwise trade in Sunrise Securities or Third-Party Securities on the basis of Inside Information or Material Non-public Information.
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Sunrise GmbH


5.1 What is Inside Information and Material Non-public Information?
a)Inside Information is information that has not been publicly disclosed and that, if made public, could significantly affect the trading price of Sunrise Securities or Third-Party Securities.
b)More specifically, Inside Information refers to facts (including firm intentions, unrealized plans, and prospects, but not mere rumors or speculation) which relate directly or indirectly to the Sunrise Group, to the Sunrise Group's business, or to Sunrise Securities or Third-Party Securities, and which are:
(i)specific (of sufficiently clear and certain nature) (see Section c) below);
(ii)confidential / have not been made public (see Section d) below); and
(iii)price-sensitive (see Section e) below).
The information described above in this Section b) is referred to in this Policy as Inside Information.
c)A fact is specific (of sufficiently clear and certain nature) if it:
(i)indicates circumstances that exist or may reasonably be expected to come into existence, or an event that has occurred or may reasonably be expected to occur; and
(ii)is specific enough to enable a conclusion to be drawn as to the possible effect of those circumstances or that event on the price of any Sunrise Securities or Third-Party Securities.
d)In general, a fact is considered not to have been made public as long as Sunrise itself has not publicly disclosed it by way of an ad hoc release or by disseminating it through a public filing with the U.S. Securities and Exchange Commission (the SEC), or another relevant government agency, or through major newswire services, national news services, financial news services or a publication of general circulation, including by way of an ad hoc release. The circulation of rumors or "talk on the street" or media reports, even if accurate and reported in the media, does not constitute effective public dissemination.
e)A fact is price-sensitive if such fact, if made public, would be likely to have a significant effect (significantly greater than the usual price fluctuations) on the price of Sunrise Securities or Third-Party Securities.
f)Material Non-public Information means information where there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision or would consider it as having significantly altered the total mix of information already publicly available, which has not been made public. The test is, therefore, whether a reasonable investor's investment decisions with respect to Sunrise
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Sunrise GmbH


Securities or Third-Party Securities would likely be influenced by knowledge of such fact.
g)Examples of Inside Information and Material Non-public Information include:
(i)material financial information about Sunrise (e.g., annual, half-year or quarterly financial results) and significant changes in financial results and/or financial condition;
(ii)significant changes in Sunrise's revenue (e.g., sharp declines, unanticipated losses or growth) or material deviations from Sunrise's financial guidance;
(iii)material changes in the structure of Sunrise or the Sunrise Group, including significant mergers, acquisitions or disposals of assets or businesses, major restructurings or amalgamations, significant joint ventures or collaborations;
(iv)changes in the capital structure of Sunrise, including capital increases or reductions, changes in dividend policy or shareholder rights, or share buybacks;
(v)material changes in Sunrise's accounting policies;
(vi)material changes in Sunrise's course of business, including a new strategic direction, the entering into or dissolution of strategic alliances and/or collaborations, the withdrawal of key products from the market, major liability cases, significant legal or regulatory proceedings, the entering into or the termination of material contracts, or significant regulatory approvals or denials;
(vii)major investments, borrowing or lending by Sunrise;
(viii)any significant mortgaging or other encumbrance of the Sunrise's assets;
(ix)significant defaults under Sunrise’s debt obligations;
(x)significant developments with respect to Sunrise's customers or suppliers, including the acquisition or loss of a significant customer or supplier;
(xi)changes to Sunrise's auditors;
(xii)material changes to the Board or ExCom (e.g., a change in the CEO position); or
(xiii)significant changes in shareholder structure or plans regarding changes in the composition of the Sunrise Shares.
The above list of examples is not exhaustive. There may be other facts that constitute Inside Information or Material Non-public Information that are not on the list. Conversely, it is conceivable that facts listed above are not considered Inside Information and Material Non-public Information in specific cases. All information must be evaluated on a case-by-case basis.
8/15
Sunrise GmbH


5.2 What is an insider list?
a)Persons who have access to Inside Information and Material Non-public Information about a material confidential project (such as an M&A transaction) will be added to an insider list maintained by the Clearing Office and will be made aware that they have Inside Information or Material Non-public Information. Persons on the insider list are prohibited from trading in Sunrise Securities or Third-Party Securities, as applicable, while on the insider list.
b)Whether or not a Covered Person has been added to or been notified of an insider list, they may still be an Insider and it is their own responsibility to comply with this Policy.
5.3 Can I still trade?
a)A trade does not constitute insider trading under Swiss law if all of the following conditions are met:
(i)a Covered Person entered into a contract, gave instructions to another person or entity, or was subject to a written plan to trade Sunrise Securities or Third-Party Securities, before they had access to Inside Information;
(ii)such contract, instructions, or plan does not allow the Covered Person to exercise any subsequent influence over the trading of the Sunrise Securities or Third-Party Securities; and
(iii)such contract, instructions, or plan was not amended or changed after the Covered Person had received Inside Information.
b)Trades by Insiders in Sunrise Securities that are executed in the United States pursuant to a plan that meets the requirements of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1” and “10b5-1 Plan,” respectively) are not subject to the prohibition on trading on the basis of Material Non-public Information contained in this Policy or to the restrictions set forth in this Policy relating to Clearance procedures and Black-out Periods. Rule 10b5-1 provides an affirmative defense from insider trading liability under the U.S. federal securities laws for trading plans that meet certain requirements.
In general, a 10b5-1 Plan must:
(i)Be entered into before an Insider is aware of Material Non-public Information and may not be changed by the Insider while it is aware of Material Non-public Information;
(ii)Remain beyond the scope of the Insider’s influence once the 10b5-1 Plan is adopted, with the Insider not exercising any influence over the amount of securities to be traded, the price at which they are to be traded or the date of the trade;
(iii)Either specify (including by formula) the amount, pricing and timing of transactions in advance or delegate discretion on those matters to an independent third party;
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Sunrise GmbH


(iv)Be subject to “cooling off” periods that prohibit (A) Sunrise’s directors and officers from trading until the later of 90 days following the 10b5-1 Plan’s adoption or modification, or two business days following Sunrise’s disclosure (via a report filed with the SEC) of its financial results for the fiscal quarter in which the 10b5-1 Plan was adopted or modified, and (B) persons other than Sunrise’s directors or officers from trading until 30 days following the adoption or modification of a 10b5-1 Plan; and
(v)With respect to 10b5-1 Plans of Sunrise’s directors and officers, include a certification to certify that, at the time the plan is adopted or modified, (i) they are not aware of Material Non-public Information about Sunrise or its securities and (ii) they are adopting the 10b5-1 Plan in good faith and not as part of a plan or scheme to evade the anti-fraud provisions of the Exchange Act.
In addition, subject to certain limited exceptions, an Insider may not have multiple overlapping 10b5-1 Plans at any one time.
An Insider may complete a trade pursuant to a 10b5-1 Plan if they have submitted it to the Clearing Office for review at the time they want to establish the 10b5-1 Plan, and the Clearing Office has not advised them that the 10b5-1 Plan is defective. Although an Insider is required to submit their 10b5-1 Plan to the Clearing Office and the Clearing Office may review the 10b5-1 Plan, it is the Insider’s responsibility to ensure that the 10b5-1 Plan meets the requirements of Rule 10b5-1. Each Insider should consult with their own counsel in setting up the 10b5-1 Plan to make sure that it complies with the requirements of Rule 10b5-1. 10b5-1 Plans generally may not be adopted during a Black-out Period.
c)The determination of whether information qualifies as Inside Information or Material Non-public Information, and whether any exception applies, involves an element of judgment (see Section 9 below).
6.Prohibition of trading during Black-out Periods
There are time periods during which financial results are being prepared or material confidential projects are being conducted but have not yet been publicly announced (the Black-out Periods). During such Black-out Periods, trading in Sunrise Securities is prohibited for Covered Persons who have access to Inside Information or Material Non-public Information, as more fully described below.
6.1 What are the General Black-out Periods?
a)General Black-out Periods are pre-determined periods during which financial results are being prepared but not yet publicly disclosed and during which Black-out Persons are prohibited from trading in Sunrise Securities. All Black-out Persons must not trade during all General Black-out Periods, even if Inside Information or Material Non-public Information does not exist or they do not have Inside Information or Material Non-public Information.
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Sunrise GmbH


b)The General Black-out Periods begin seven calendar days (inclusive) prior to the end of each quarter and end one full Trading Day after the public release of the applicable financial results, as follows:
(i)from December 25 until one full Trading Day after the publication of the annual results;
(ii)from March 25 until one full Trading Day after the publication of the first quarter results or trading update;
(iii)from June 24 until one full Trading Day after the publication of the half year results; and
(iv)from September 24 until one full Trading Day after the publication of the third quarter results or trading update.
c)The following persons are Black-out Persons, because they regularly have access to Inside Information or Material Non-public Information:
(i)the members of the Board;
(ii)the members of the ExCom and the secretary of the Board;
(iii)any staff reporting directly to the CEO;
(iv)selected staff reporting directly to the CFO as determined by the Clearing Office in consultation with the CEO and/or CFO (e.g., heads of accounting, controlling, treasury, tax, strategy, investor relations);
(v)any staff or consultants who are involved in the preparation of financial reports, earnings releases and quarterly updates or who otherwise have access to Inside Information or Material Non-public Information;
(vi)chiefs of staff to the above persons;
(vii)executive assistants to the above persons;
(viii)any other Covered Person having access to Inside Information or Material Non-public Information in connection with Sunrise's financial reporting, including third-party vendors; and
(ix)any other person determined by the Clearing Office in consultation with the CEO and/or the CFO.
d)The Black-out Persons list will be maintained by the Clearing Office. Before the start and at the end of a General Black-out Period, the Clearing Office will make persons who are subject to a General Black-out Period aware of it in writing.
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Sunrise GmbH


6.2 What are the Special Black-out Periods?
a)Special Black-out Periods are periods during which material confidential projects are being pursued and during which relevant Covered Persons are prohibited from trading in Sunrise Securities.
b)The Board, the Chairperson of the Board, the CEO, the CFO, or the General Counsel following consultation with the Clearing Office may impose Special Black-out Periods on relevant Covered Persons whenever they deem it necessary or appropriate. This includes cases where the disclosure of Inside Information or Material Non-public Information is postponed (as set forth in Section 6.2.2 of Sunrise's Trading, Disclosure and Reporting Policy).
c)The list of persons who are subject to a Special Black-out Period will be maintained by the Clearing Office. The Clearing Office will make persons subject to a Special Black-out Period aware of it in writing before the beginning and at the end of such Special Black-out Period.
6.3 Are exceptions from the restrictions during Black-out Periods possible?
a)The plan administrator can sell options or other equity-linked instruments granted under an equity incentive plan that would otherwise expire within a Black-out Period on behalf of the holder if the plan provides for the automatic exercise or sale of such instruments during a Black-out Period.
b)Trades by Insiders that are executed pursuant to a 10b5-1 Plan are not subject to the prohibition on trading on the basis of Material Non-public Information contained in this Policy or to the restrictions set forth above relating to Black-out Periods and Special Black-out Periods.
7.Rules applicable to Permanent Insiders
a)Certain persons have permanent access to Inside Information or Material Non-public Information due to their position and responsibilities at Sunrise. Such persons, referred to in this Policy as Permanent Insiders, are the following:
(i)the members of the Board and the secretary of the Board;
(ii)the members of the ExCom;
(iii)the VP Corporate Communications, the VP Investor Relations and the Senior Director Compliance, Regulatory and Governance of the Sunrise Group;
(iv)selected staff reporting directly to the CEO as determined by the Clearing Office in consultation with the CEO and/or CFO (e.g., heads of strategy, communications, business units);
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Sunrise GmbH


(v)selected staff reporting directly to the CFO as determined by the Clearing Office in consultation with the CEO and/or CFO (e.g., heads of controlling, accounting, and investor relations);
(vi)chiefs of staff to the above persons;
(vii)executive assistants to the above persons; and
(viii)any other person determined by the Clearing Office in consultation with the CEO and/or the CFO.
b)The Clearing Office will maintain the Permanent Insiders list.
c)Irrespective of whether a Black-out Period applies, a Permanent Insider can only trade in Sunrise Securities, whether for their own account or for the account of another person, after having received written pre-trade clearance (the Clearance) from the Clearing Office.
d)All Clearance requests must be submitted to and will be kept by the Clearing Office.
e)When the Clearing Office receives a Clearance request, it will consult with the General Counsel and decide whether to grant Clearance, taking into account the best interests of Sunrise. When communicating its decision, the Clearing Office must not disclose any Inside Information or Material Non-public Information that it may have.
f)As a rule, requests for Clearance will be processed within two Trading Days of receipt of the request. The cleared transactions shall be completed within four Trading Days or such shorter period as may be communicated to the requesting Permanent Insider by the Clearing Office.
g)Clearance does not relieve the Permanent Insider of their obligations under this Policy and from any reporting obligations under the Management Transaction Policy that may apply. The Permanent Insider remains solely responsible for making their own assessment of whether trading in Sunrise Securities is allowed.
h)If the Clearing Office has granted Clearance, the applicant shall make the following written statement, which the Clearing Office shall keep on file:
Pre-Trading Clearance / Applicant's Statement
For the purpose of the requested trade and clearance in accordance with Section 7 of the Sunrise Insider Trading Policy, I herewith confirm that I am not in possession of any Inside Information or Material Non-public Information (each as defined in the Insider Trading Policy).
Date/Place: ……………………….. Name: ……………………......
Signature: ……………….............
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Sunrise GmbH


8.Controls and Breach of Policy
a)The Clearing Office controls information barriers and other market conduct on a risk-based basis.
b)Compliance with this Policy is of the utmost importance to Sunrise and its reputation. The Covered Persons must instruct and supervise financial intermediaries, such as banks and asset managers, who trade in Sunrise Securities or Third-Party Securities on their behalf.
c)Both the Covered Person and the recipient of disclosed Insider Information or Material Non-Public Information could be liable for insider trading under Swiss securities laws and U.S. securities laws if the recipient of such information transacts in securities based on such information.
d)The consequences of carrying on any prohibited insider trading activity or otherwise violating this Policy can be severe and may give rise to legal sanctions such as fines and criminal sanctions. In addition, any violation of this Policy is a serious disciplinary offense. Depending on circumstances, Sunrise may issue written warnings, impose costs incurred by Sunrise as a result of a violation, or take disciplinary action, including termination of employment for cause and without notice period (fristlose Kündigung aus wichtigem Grund).
e)In Switzerland, insider trading and market manipulation, may lead to enforcement proceedings initiated by the Swiss Financial Market Supervisory Authority FINMA, as well as to criminal proceedings, which may result in fines, monetary penalties and/or imprisonment of up to five years. In the United States, breach of the rules contained in this Policy may result in penalties and sanctions that include disgorging any profits gained or loss avoided, up to 20 years in prison, criminal fines of up to USD 5 million, civil penalties of up to three times the profit gained or loss avoided (whether directly by a Covered Person, or by a third party as a result of the Covered Person’s action), and civil injunctions by the SEC.
f)Each Covered Person is responsible for complying with this Policy and with applicable laws, regulations, and rules. When in doubt, Covered Persons should consult with their own legal counsel and the General Counsel.
9.Contact for Policy related questions
a)The determination of whether information qualifies as Inside Information or Material Non-public Information involves an element of judgment. Therefore, if a person who is subject to this Policy is not sure whether a particular fact is Inside Information or Material Non-public Information, they must obtain the Clearing Office's determination before trading in Sunrise Securities or Third-Party Securities.
b)Any questions regarding this Policy shall be referred to the Clearing Office.
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Sunrise GmbH


10.Exceptions
There are no exceptions to this Policy, except as specifically noted herein. Transactions that may be necessary or justifiable for independent reasons (such as the existence of a personal financial emergency) or small transactions are not excepted from this Policy. The U.S. securities laws do not recognize any mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve Sunrise’s reputation for adhering to the highest standards of ethical conduct.
11.Version History
a)This Policy enters into force on November 8, 2024 and has been approved by the Board. Any changes to this Policy are subject to approval by the Board.
b)List the changes made from the last major version, define the measure taken I = inserted, C = Changed, D = Deleted.
MeasureSectionDescribe the change made
CAllDocument creation

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Sunrise GmbH
Exhibit 12.1
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER
I, André Krause, certify that:
1. I have reviewed this annual report on Form 20-F of Sunrise Communications AG;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Sunrise Communications AG as of, and for, the periods presented in this report;
 4. The other certifying officer of Sunrise Communications AG and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Sunrise Communications AG and have:
(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Sunrise Communications AG, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of disclosure controls and procedures of Sunrise Communications AG and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)  Disclosed in this report any change in internal control over financial reporting of Sunrise Communications AG that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect internal control over financial reporting of Sunrise Communications AG.
 5. The other certifying officer of Sunrise Communications AG and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the auditors of Sunrise Communications AG and the audit committee of the board of directors of Sunrise Communications AG (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the ability of Sunrise Communications AG to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Sunrise Communications AG.
Date: February 18, 2026
/s/ André Krause///
André Krause
Chief Executive Officer

Exhibit 12.2
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER
I, Jany Fruytier, certify that:
1. I have reviewed this annual report on Form 20-F of Sunrise Communications AG;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Sunrise Communications AG as of, and for, the periods presented in this report;
 4. The other certifying officer of Sunrise Communications AG and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Sunrise Communications AG and have:
(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Sunrise Communications AG, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of disclosure controls and procedures of Sunrise Communications AG and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)  Disclosed in this report any change in internal control over financial reporting of Sunrise Communications AG that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect internal control over financial reporting of Sunrise Communications AG.
 5. The other certifying officer of Sunrise Communications AG and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the auditors of Sunrise Communications AG and the audit committee of the board of directors of Sunrise Communications AG (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the ability of Sunrise Communications AG to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Sunrise Communications AG.
Date: February 18, 2026


Exhibit 12.2
/s/ Jany Fruytier 
Jany Fruytier
Chief Financial Officer

Exhibit 13.1
PRINCIPAL EXECUTIVE OFFICER CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
I, André Krause, Chief Executive Officer of Sunrise Communications AG, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
        (1)   The Annual Report on Form 20-F of Sunrise Communications AG for the period ended December 31, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
        (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Sunrise Communications AG.

Date: February 18, 2026
/s/ André Krause
André Krause
Chief Executive Officer


Exhibit 13.2
PRINCIPAL FINANCIAL OFFICER CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
I, Jany Fruytier, Chief Financial Officer of Sunrise Communications AG, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
        (1)   The Annual Report on Form 20-F of Sunrise Communications AG for the period ended December 31, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
        (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Sunrise Communications AG.

Date: February 18, 2026
/s/ Jany Fruytier
Jany Fruytier
Chief Financial Officer

















Exhibit 15.1 Table of Contents Shareholder Letter 5 Sunrise at a glance 8 Facts & Figures 9 Financial & Operational KPIs 10 Operational & Financial Review 12 Introduction 14 Strategy 15 Consumer Main Brand 16 Consumer Flanker Brands 21 Business Customers 23 Network 27 Regulatory Environment 29 Risk Management 31 Financial Review 33 Sustainability 66 Facts & Figures 68 Message to the Stakeholders 69 Sustainability at Sunrise 71 People 82 Planet 91 Progress 101 Governance 107 Annex 112 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 2 Sunrise Annual Report 2025 I Table of Contents Corporate Governance 144 Group Structure 146 Capital Structure 148 Board of Directors 153 Executive Committee 168 Compensation Shares & Loans 174 Shareholder Participation Rights 175 Change of Control & Defence Measures 177 Auditor 179 Information Policy 180 Ordinary black out periods 180 Compensation 181 Letter of the Chair and Introduction 183 Compensation Governance 184 Board of Directors Compensation 187 Sunrise Compensation Principles & Philosophy 190 Executive Committee Compensation 191 Shareholdings Board & Executive 199 Gender Representation on the Board of Directors 200 Activities at Other Companies 201 Financial Statements 205 Consolidated Statements of Comprehensive Income (Loss) 207 Consolidated Statements of Financial Position 209 Consolidated Statements of Changes in Equity 211 Consolidated Statements of Cash Flows 213 Notes to the Consolidated Financial Statements 215 Statutory Financial Statements 291 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 3 Sunrise Annual Report 2025 I Table of Contents Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 4 Sunrise Annual Report 2025 I Shareholder Letter


 
Shareholder Letter Dear Shareholders, Telecommunications services are the digital backbone of our society, as resilient infrastructure and high-performance networks are essential to economic competitiveness, societal prosperity and innovation. They connect devices, value chains and markets, while enabling people to integrate, socially communicate and economically participate – far beyond national borders. With accelerating digitalisation and rapid advances in artificial intelligence, the importance of telecommunications is increasing further. As Switzerland's premium and scaled challenger, we bear a special responsibility to shape our market and industry, and with that create long-term value for our customers and shareholders. With a diverse organisation of around 2,900 people and a customer base that reaches 5.4 million Swiss consumers with fixed and mobile connectivity, Sunrise concentrates on building enduring customer relationships, operating its world-class network, and allocating capital with discipline. We constantly strive towards compelling innovation, service quality in the moments that matter, and creating value that earns customers’ trust and loyalty over time. This strategic direction shaped our commercial decisions, guided our investment priorities, and underpinned our approach to shareholder returns throughout the year. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 5 Sunrise Annual Report 2025 I Shareholder Letter Financial Performance Despite a challenging market environment, Sunrise delivered on its financial guidance for the 2025 financial year. Revenue was broadly stable with - 1.1% year on year to CHF 2.98 billion, reflecting lower market liquidity and continued pressure in the residential Internet segment, while growth in business customers and wholesale provided a partial offset. At the same time, disciplined cost management and operational efficiencies supported a stable Adjusted EBITDAaL which increased 0.9% to CHF 1.01 billion. Capital expenditures were reduced by 6.1% year on year to 16.0% of revenue, reflecting the completion of major infrastructure programmes and a more targeted investment approach. This combination of stable operating performance and lower capital intensity translated into a strong increase in cash generation. Adjusted Free Cash Flow rose by 4.7% to CHF 379.7 million, enabling Sunrise to deliver dividend growth of 2.7% year on year while maintaining a resilient balance sheet. With a clear focus on execution, disciplined capital allocation and a progressive dividend policy, Sunrise enters 2026 well positioned to continue creating sustainable value for its shareholders. 2025 Dividends Our capital allocation philosophy remains unchanged: invest with discipline, maintain a resilient balance sheet and return cash to shareholders through a progressive dividend. The Board intends to propose at the AGM a dividend for the 2025 financial year of CHF 3.42 per Class A share and ~CHF 0.34 per Class B share. The proposed distribution is expected to be paid entirely from reserves from foreign capital contributions. For shareholders, that means the payout is not subject to the 35% Swiss withholding tax; for Swiss-resident individuals holding the shares as private assets, it is in principle not subject to Swiss income tax. Sunrise share trading In 2025, we completed the move to a single market listing. After voluntarily delisting our Class A ADSs from the Nasdaq in mid-August, we terminated the programme in mid- November: 93.1% of Class A ADSs had already been exchanged into Swiss shares and the small remainder was placed with investors on SIX. Our Class A shares now trade solely on the SIX Swiss Exchange (SUNN). We also set 30 January 2026 as the end date for the Class B ADS programme; ~99% of Class B ADSs have already been exchanged, with the remainder to be converted into Class A shares and sold by the depositary, with proceeds distributed to former holders. Commercial highlights 2025 was a year of robust commitment to our multi-brand strategy. For the main brand our commercial choices were based on a common theme: deliver strong value across the customer lifecycle. We launched Swiss Connect, a premium portfolio including inclusive roaming across Europe, the U.S. and Canada. And with it, we underlined our commitment to treating new and existing customers alike, shifting the conversation away from discounts and towards value and tenure – supported by meaningful benefits as customers accumulate products with us. Also, beyond connectivity, we broadened our participation in customers’ lives. Home Security delivered professional-grade protection, combining hardware devices with 24/7 support and insurance. For our flanker brands we sharpened our position in the smart and budget shopper segment. We refreshed yallo and strengthened its offering. And we launched CHmobile as an online-first, fast-follower brand that brings Swiss quality at attractive price points, with simple plans and Swiss-based service. Whilst strengthening the value brand Sunrise, we tactically leveraged our flanker brands to extend our reach into all customer segments. In Business, we further strengthen relationships with key enterprise customers, including Universitätsspital Zürich, Radio Energy and Electrosuisse, while continuing to address the everyday connectivity needs of Swiss SMEs. With SME Ready and SME Ready Connect & Pay, we packaged plug- and-work solutions that can be deployed quickly with no need for an in-house IT team, scaling with customers as their companies grow. The result is a clearer on-ramp for Swiss SMEs to secure, modern connectivity. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 6 Sunrise Annual Report 2025 I Shareholder Letter « With accelerating digitalisation and rapid advances in artificial intelligence, the importance of telecommunications is increasing further. As Switzerland's premium and scaled challenger, we bear a special responsibility to shape our market and industry » Mike Fries Outstanding network Great propositions only resonate when the network delivers fast, reliable and secure connectivity. In Q1, we introduced 5G Standalone (5G SA) and by autumn we had completed the nationwide 5G SA build, making Sunrise the only operator to offer a nationwide 5G SA network in Europe at that time. Paired with the most comprehensive landline access and the highest gigabit coverage in Switzerland, this is a platform for the next wave of low latency, high-capacity services – for both consumers and business. Independent testing reinforces the quality story: connect awarded Sunrise mobile the rating «Outstanding» for the tenth time in a row, with fixed broadband again also rated «Outstanding», evidenced by top download speeds and reliability on our hybrid fibre-coax network. Sustainability We took further steps along our practical path to net-zero by 2050, validated by the SBTi, and translated it into a comprehensive transition plan. Beyond our decarbonisation efforts, we are expanding a tool-based Supplier Engagement Programme and working on lifecycle tracking for customer- premises equipment (CPE). We are also developing product carbon footprints for Sunrise products and services to offer customers transparency, especially in B2B. In addition to environmental progress, we also took forward the People dimension of our sustainability agenda. Volunteering participation increased more than sevenfold and is more closely aligned with our business and the community’s needs, strengthening the ways in which employees engage in our sustainability journey. Independent recognition – EcoVadis Platinum, an A-rating from Inrate and ISO 14001 renewal – confirms progress tied to long-term value creation. Outlook We are heading deeper into the new year with momentum in the places that count: most modern mobile network with a nationwide 5G SA platform ready for broader commercialisation; access to all fixed technologies; a premium portfolio anchored in loyalty; sharper flanker brands for price-sensitive segments; a growing bench of adjacent services; and an expansion of our ICT and SME business. For its main brand, Sunrise will further prioritise long-term relationships over one-off leads, supporting the ongoing development of premium experience. For customers, this translates into consistent, meaningful value over time and a level of quality that is experienced in every interaction. Our flanker brands create clear benefits for customers by extending choice and accessibility across the market. Through simple, value-driven propositions, we aim to serve smart shoppers, digitally savvy users and the budget- conscious even better, offering relevant solutions aligned to their needs. For businesses, our focus is on making modern IT and connectivity effortless. Customers benefit from simple, reliable solutions, clearer guarantees and scalable offers that grow with their needs. In parallel, we will continue to expand our ICT capabilities and partner network to deliver more integrated end-to-end solutions. Our cost base is lean, our capital intensity is well balanced, and our focus on cash generation remains strong. After significant investments in the past years, we are able to deploy capital in a very tailored manner, directly benefiting our shareholders. We will continue to pursue a progressive dividend-per-share policy, invest where returns are compelling, and uphold transparency and accountability across our financial, operational and environmental activities. To our shareholders, customers, employees and partners: thank you for your continued trust. We are building Sunrise for the long term – guided by clear strategic choices, consistent execution and a firm commitment to sustainable value creation. Best regards, Mike Fries André Krause Chairman CEO Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 7 Sunrise Annual Report 2025 I Shareholder Letter « We constantly strive towards compelling innovation, service quality in the moments that matter, and creating value that earns customers’ trust and loyalty over time. » André Krause Shareholder Letter Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statement Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statement 8 Sunrise Annual Report 2025 I Sunrise at a glance


 
Shareholder Letter Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statement Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statement 9 Sunrise Annual Report 2025 I Sunrise at a glance company access offering performance Switzerland’s leading challenger, driving the market with speed, agility and innovation, while accelerating digitalisation Digital inclusion, advancing digital access and inclusion for all 2,897 employees (FTEs) from 78 nations Headquarters in Opfikon, with business locations in Basel, Berne, Bussigny, Geneva and Lugano Over 100 Sunrise shops and around 18 yallo shops Multi-brand strategy, covering all market opportunities in the Swiss consumer segment Sunrise Moments, a unique loyalty programme with exclusive access to events and experiences 360-degree communications and integrated ICT solutions for business customers Mobile network awarded ‘Outstanding’ for the tenth consecutive time First nationwide 5G Standalone network in Europe Carbon Transition Plan to net- zero by 2050, validated by SBTi #SUNN – one year on the SIX Swiss Exchange Financial KPIs CHF in millions, except percentages 2025 20241 Change of reported figures (%) Revenue 2,983.4 3,018.0 -1.1% Residential customers: 2,107.2 2,173.1 -3.0% Fixed revenue: 974.0 1,047.4 -7.0% Subscription 933.6 1,003.3 -6.9% Non-subscription and hardware 40.4 44.1 -8.4% Mobile revenue: 1,027.9 1,033.0 -0.5% Subscription 821.9 824.6 -0.3% Non-subscription and hardware 206.0 208.4 -1.2% Other: 105.3 92.7 13.6% Business customers and wholesale: 859.0 830.3 3.5% Fixed revenue: 505.9 483.1 4.7% Subscription 307.0 295.8 3.8% Non-subscription and hardware 198.9 187.3 6.2% Mobile revenue: 347.1 344.5 0.8% Subscription 267.9 264.4 1.3% Non-subscription and hardware 79.2 80.1 -1.1% Other: 6.0 2.7 122.2% Infrastructure and support functions: 17.2 14.6 17.8% Other: 17.2 14.6 17.8% Adjusted EBITDAaL 1,006.9 1,022.1 -1.5% % margin 33.8% 33.9% -0.3% P&E Additions (CAPEX)2 478.7 509.9 -6.1% Adjusted Free Cash Flow 350.2 362.5 -3.4% Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 10 Sunrise Annual Report 2025 I Sunrise at a glance 1 The 2024 revenue split and comparative figures have been reclassified to align with the current year’s presentation. Further details are provided in the Revenue Note of the Consolidated Financial Statements. 2 Excluding additions from leases, ice-hockey rights and M&A activity. Operational KPIs Residential ARPU (CHF) 2025 20243 Change in % Fixed Customer Relationship 57.3 60.6 -5.5% Mobile Subscriber 29.2 29.6 -1.3% Residential customers subscription base (in thousands) Mobile RGU 2,339.4 2,347.7 -0.4% Mobile Postpaid RGU 2,106.2 2,065.4 2.0% Broadband Internet 1,137.8 1,154.5 -1.4% Enhanced TV 867.6 898.3 -3.4% Business customers and wholesale subscription base (in thousands) Mobile RGU 819.6 784.7 4.4% Mobile Postpaid RGU 781.6 740.5 5.6% Broadband Internet 145.8 138.4 5.3% Enhanced TV 96.5 90.9 6.1% Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 11 Sunrise Annual Report 2025 I Sunrise at a glance 3 The operating data used in the calculation of ARPU and the subscription base for the year ended 31 December 2024 are on a rebased basis. Shareholder Letter Sunrise at a glance Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 12 Sunrise Annual Report 2025 I Operational & Financial Review


 
Table of Contents | Operational & Financial Review 13 Introduction 14 Strategy 15 Consumer Main Brand 15 Flanker Brands 15 Business Customers 15 Excellent Infrastructure 15 Efficient Operations 15 Engaged People 15 Sustainability 15 Consumer Main Brand 16 Core Services 17 Adjacent Services 18 Customer Experience and Support 21 Consumer Flanker Brands 21 yallo 22 CHmobile 22 swype 22 Lebara 22 Business Customers 23 Wholesale 23 Portfolio 24 Sales and Support Channels 25 References 25 Network 27 Broadband Infrastructure 27 Mobile Infrastructure 27 Regulatory Environment 29 Risk Management 31 The risk management process 31 Principal risk areas 31 Financial Review 33 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 13 Sunrise Annual Report 2025 I Operational & Financial Review Introduction Sunrise is Switzerland's leading challenger, with the clear ambition to drive the telecommunications market with its pace, agility and innovation. Sunrise is in a strong number two position and has proven its potential to pioneer developments, and to enable digital progress. It boasts a dynamic and international environment. Roughly 2,900 employees (FTEs) from around 80 nations contribute to the success of Sunrise with their expertise, innovative thinking and exceptional commitment, reflecting the diversity of the Sunrise customers. The company is led by an experienced management team with a proven track record in the telecommunications industry, driving growth through strategic initiatives and operational efficiency. History Sunrise was initially formed in 2001 as Sunrise Communications Ltd., a Swiss corporation, through the merger of two companies, each founded in 1996: landline and mobile operator diAx and landline operator NewTelco Ltd. In February 2015, Sunrise became a Swiss public company listed on SIX Swiss Exchange. In November 2020, Liberty Global, through its Swiss subsidiary UPC, another Swiss telecommunications company, successfully completed the acquisition of Sunrise in the Sunrise–UPC transaction. Following this transaction, Sunrise UPC became an indirectly wholly owned subsidiary of Liberty Global. The new corporate entity Sunrise UPC LLC was renamed Sunrise LLC in 2022. Following the spin-off from Liberty Global in 2024 and the listing on SIX Swiss Exchange, Sunrise operates as an independent, publicly owned company managed by a dedicated and experienced Swiss executive team. Scope of Business and Infrastructure Sunrise distinguishes itself in the Swiss telecommunications market through its extensive fixed-network access and a leading mobile network, offering the highest gigabit coverage nationwide. As a premium, large-scale provider, Sunrise delivers a full suite of mobile, landline, broadband and TV services to residential customers, with strong market positions (Mobile: 27%, Broadband: 32%, TV: 28%)4. For business clients, Sunrise offers comprehensive communications solutions, including integrated ICT services that cover connectivity, security and IoT, supporting their digital transformation initiatives. The company’s multi-brand approach enables it to effectively serve diverse market segments, ranging from premium customers to value-focused and budget-conscious users. This strategy ensures tailored offerings that meet the specific needs of each customer group. Further details on the product portfolio and service offerings are available in the following chapters of this section. Sunrise continues to invest in its mobile infrastructure, particularly in the deployment of 5G technology. These investments have resulted in broad network coverage and consistently high performance ratings in independent network assessments. Sunrise is the first operator in Europe to operate exclusively on 4G and 5G in combination with a nationwide 5G Standalone (SA) network. The company’s hybrid infrastructure model combines proprietary high-quality network assets with selected third-party networks, ensuring robust and comprehensive broadband service delivery across Switzerland. Additional information on network development and performance can be found in the Network chapter. Regulatory and Risk Management As a Swiss telecommunications-service provider, Sunrise works in a highly regulated environment. For more details on regulations, see the Regulatory Environment chapter. To support its business in successfully delivering its objectives, targets and commitments to all stakeholders, Sunrise operates an Enterprise Risk Management system. Additional information is available in the Risk Management chapter. Financial Performance Financially, Sunrise delivered on its guidance for the 2025 financial year, despite a challenging market environment. The financial results reflect disciplined execution, resilient operating performance and strong cash generation; further details are provided in the Financial Review and Financial Statements chapters. Sustainability – engaging the organisation on the journey Sustainability remains a core value for Sunrise, as demonstrated in its third annual Sustainability Report, which can be found integrated in this report. Reflecting the importance of the formulated objectives and initiatives, the sustainability performance has been tied to the variable remuneration of all employees, including the management team. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 14 Sunrise Annual Report 2025 I Operational & Financial Review 4 Based on 2025 Ampere Analysis Strategy The Sunrise strategy is designed to drive sustainable growth, foster innovation and constantly enhance customer satisfaction and loyalty. In a rapidly evolving market, the company is committed to staying ahead by leveraging its strengths, embracing new opportunities and continuously improving its operations. The strategic pillars are focused on key areas that will enable Sunrise to achieve its long-term goals and deliver exceptional value to its stakeholders. The company's growth strategy is centred around three main components: winning more customer relationships, expanding those relationships and exploring adjacent opportunities to drive additional services to customers. Operating with a multi-brand strategy, Sunrise covers all the market opportunities in the Swiss consumer segment The company intends to grow its market share further in both the residential and business segments by appealing to Swiss customers with compelling offerings and multiple brands. Consumer Main Brand In the consumer segment, the main brand, Sunrise, is positioned in the quality- and service-sensitive segment. It aims to enhance Customer Lifetime Value (CLV) within the premium market segment and invests in differentiation through innovation, service excellence and loyalty-building initiatives. Flanker Brands In the smart-shopper and budget segment the flanker brands yallo, swype, CHmobile and Lebara are designed to drive profitable volume growth in lower market segments through compelling products and branding. As the customer base grows, limiting churn remains a top priority. Furthermore, branded resellers and mobile virtual-network operators (MVNOs) such as TalkTalk, Aldi Mobile or Quickline and fixed virtual-network operators (FVNO) such as Digitec Galaxus provide mobile services without owning their own mobile network. These brands complement the Sunrise strategy in the lower market segments. Business Customers The B2B market still has significant potential for further penetration in key segments. The focus is on expanding market share within the SME segment and unlocking new opportunities in the ICT sector through the convergence of IT and telecommunications. We constantly strive towards compelling innovation, service quality in the moments that matter, and creating value that earns customers’ trust and loyalty over time. Excellent infrastructure The Sunrise services are founded on superior connectivity, through high-performing fixed and mobile networks, backed by the highest security standards. With a hybrid strategy, Sunrise maximises its own infrastructure while managing wholesale costs efficiently for access to out-of-footprint areas and FttH technology. Efficient operations By managing costs effectively and enhancing investment efficiency in relation to revenues, operational efficiency is maintained. This involves strategic investments in automation and AI, focused capital allocation and promoting a cost-conscious culture. By integrating these elements, Sunrise aims to achieve sustainable growth, enhance customer satisfaction and consolidate its position in the market. Engaged people The success of Sunrise is deeply rooted in the expertise, experience and commitment of its employees. To attract and retain top talent, Sunrise adopts fair recruitment practices, offers attractive remuneration based on equal-pay principles as well as additional benefits, and provides ample opportunities for career progression. Employee development is a key focus of its strategy, aiming to build a loyal workforce, manage skill shifts towards new revenue streams and technological progress and foster a strong and inclusive culture. Under the motto «Challengers wanted», Sunrise strengthens its employer brand, appealing to individuals ready to challenge the status quo. Sustainability As an integral part of its corporate strategy, Sunrise implements sustainable measures within its daily business activities. Its sustainability strategy is based on the pillars of People, Planet and Progress, with the pillar of Governance as the foundation. With goals such as high employee commitment, significant reduction in emissions, circular economy and increased digitalisation, Sunrise is striving towards a more sustainable future. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 15 Sunrise Annual Report 2025 I Operational & Financial Review Company Values The company values of Sunrise are at the core of its business and represent the foundation for the way things are done. The Sunrise values are crucial in forming a unified company and the company’s very own culture, given the history of a merger and strategic acquisitions. The values provide common ground for co-creation, and they are the basis for any interaction with internal or external stakeholders. Shareholder Letter Sunrise at a glance Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 16 Sunrise Annual Report 2025 I Operational & Financial Review Passionate We put our customers first. Customer needs are at the core of everything we do, we strive to inspire them and exceed their connected- living expectations. We deliver ambitious goals in line with our vision and strategy to brighten connected living. We follow through on set priorities, and aim to perform highly as individuals, as teams and as a company. We take ownership with a can-do attitude. We are empowered to create and make a difference, growing through autonomy and by taking on responsibility to deliver agreed goals. Bold We push the boundaries by being the challenger in the market and shaping new horizons for the future of connectivity with products and services that deliver value to customers. Internally, we speak up to address improvement opportunities and make decisions even if the outcome is uncertain. We act like entrepreneurs. We learn from failures and grow. We iterate to get it right and deliver on defined goals. We adapt quickly to changing situations. This helps us to be solution focused. We are to the point by acting in a pragmatic, efficient and clear way. One We collaborate to deliver on our ambitious goals as a unified team, by working cross- functionally, sharing knowledge and involving our customers. We build trust through respect, appreciation and reliability. We prioritise our mutual success and don't put our individual interests first. We embrace DE&I so that everyone belongs and is able to realise their full potential. We seek to understand different perspectives, mindsets and cultures. We connect to a wider community and understand the impact of our actions in the world.


 
Consumer Main Brand Focusing on long-lasting customer relationships, the Sunrise Consumer Main Brand offers residential customers mobile, broadband, TV and fixed-line telephony services, which customers can bundle together in various combinations for a fixed monthly fee. Sunrise is redefining value for its customers by moving beyond discounts to focus on long-term relationships built on trust, loyalty, innovation and exceptional service. Core Services Mobile services Mobile services include prepaid and postpaid voice, SMS and data services, and international calling and roaming. Sunrise offers multi-SIM subscriptions for families and individuals with multiple mobile devices and, among other things, mobile-device insurance. While mobile subscribers always have access to the Sunrise 5G network, they can select from a range of available mobile connectivity speeds at different price points. Broadband, TV and fixed-line telephony Sunrise provides broadband, TV and fixed-line telephony services as service packages with varying service combinations at fixed monthly fees directly to residential customers and to housing associations and other landlords who subscribe for services to be provided to the tenants of a residential complex as part of their utility bills if they so choose. Broadband services are available at several competitive speeds, and Sunrise rents or sells Internet service equipment, including modems and routers, to its customers. Sunrise has been advancing the expansion of Internet speed in the hybrid fibre-coaxial (HFC) network and is the only provider to offer high-speed Internet (at 1 Gbit/s and above) to almost all Swiss households (incl. 5G fixed wireless access). Around 60% of Swiss dwellings (based on a total of 5.5 million households and businesses in Switzerland) have access to Sunrise high-speed Internet with speeds of up to 2.5 Gbit/s. More on the Sunrise broadband infrastructure can be found in the Network chapter. As part of its TV services, Sunrise provides its subscribers with a comprehensive television content offering focused on family and general entertainment. The TV services are provided through TV set-top boxes which Sunrise rents to its customers and through the Sunrise TV app for smart TVs, computers and mobile devices. Sunrise continues to offer fixed-line telephony products that can be bundled with other services. Entertainment Sunrise holds a 20% stake in a joint venture with CH Media, providing Sunrise TV customers with the streaming service oneplus. In 2025, oneplus integrated Paramount+, expanding its catalogue to include Paramount’s feature films and series and uniting international and Swiss content within a single local platform. For a fixed monthly fee, Sunrise offers its TV subscribers (and subscribers to other TV service providers) access to MySports, which is a Sunrise-owned sports channel that has exclusive rights to Swiss National League ice-hockey games, including rights to broadcast live games and highlights on TV and online, as well as rights to broadcast North American National Hockey League games. In August 2025 Sunrise and the Swiss National League extended their media partnership for MySports until 2035. The extended partnership will continue to encompass all live and highlight rights to all Swiss National League games for both pay TV and free TV. The Sunrise TV Shop consolidates leading streaming subscriptions (Netflix, Disney+, oneplus, Sky Show, Sky Sport, DAZN, blue Sport) with simple in-app management and billing on the Sunrise invoice; MySports, Canal+ and additional TV options are added just as easily, while Apple TV+, Amazon Prime Video and YouTube remain accessible via the TV Shop. By summer 2025, all major sports services were available on Sunrise TV. Product enhancements included the integration of a TV Highlights section in the Sunrise TV app, prominently displaying personalised recommendations, and SuperSearch on the Sunrise TV Box. This innovative, voice-controlled AI content search feature is based on Google Gemini Flash and guides customers directly to their preferred content. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 17 Sunrise Annual Report 2025 I Operational & Financial Review Swiss Connect Sunrise is the first provider in Switzerland to include roaming with all its new Swiss Connect mobile subscriptions. With the included roaming services, Swiss Connect Mobile focuses on the European zone as well as the USA and Canada. The Swiss Connect subscriptions offer unlimited data with full 5G speed (with the exception of the Swiss Connect Lite entry- level offer). With the launch of Swiss Connect, Sunrise enhances its existing combo benefits by adding a long-term price guarantee: Both new and existing customers who opt for a Swiss Connect mobile plan benefit from the same advantages. Customers who combine several Swiss Connect mobile plans or a landline Internet plan with a Swiss Connect plan on a single bill keep benefiting from attractive price advantages. Sunrise also launched a new offer for customers with a requirement for roaming in the Balkan region: «Travel East» is the new mobile plan that includes roaming for neighbouring countries as well as Albania, Bosnia and Herzegovina, Kosovo, Montenegro, North Macedonia and Serbia. Sunrise Young Portfolio Sunrise offers a portfolio created for the youth segment. Young offers unlimited surfing on the largest and most reliable 5G network in Switzerland without a minimum contract period. Subscriptions cater more specifically for the core needs of the young target group and offer them fast Internet. Customers have access to Sunrise Moments, receive a 50% discount on their SBB Half Fare Travelcard subscription and get the «surf protect» option at no extra cost. Devices and Services Sunrise sells third-party mobile phones, tablets and other hardware and accessories. Customers have the option to purchase smartphones, smartwatches or tablets for cash or under financing plans which allow for monthly instalment payments. In August 2023, Sunrise launched its first Device as a Service (DaaS) offering, which allows residential customers to buy their mobile devices, to upgrade their devices to a newer model at any time during the ownership and to insure their devices against theft and damage. With the Flex Premium Bundle, launched in 2024, Sunrise combined individual DaaS elements into an all-in-one package. The package makes a smartphone combined with advantageous subscription conditions even more affordable. It offers a substantial price advantage and allows customers either to exchange existing devices for a new one at any time or to have their device repaired whenever they want to give it a longer lifespan and boost sustainability by embracing circularity. Furthermore, it rewards customer loyalty by removing any difference in eligibility between new and existing customers, allowing even customers enrolled in a binding contract to purchase the Flex Premium Bundle without paying penalties on the previous contract offering. In August 2025, Sunrise expanded its Flex Upgrade programme to include smartwatches, giving customers even more flexibility to keep their wearable technology up to date. More information on the sustainability aspects of this innovative insurance option can be found in the chapter Trade-in Programmes for mobile devices in the Sustainability Report. Iconic Bundle Launched in the autumn of 2025, the Iconic Bundle sets the new benchmark among premium offers: national and international connections and global roaming are included, there is the option to purchase and exchange the latest smartphones, watches and tablets at any time, and global insurance cover for the devices and up to five extra SIM cards for unlimited connectivity, all in one plan. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 18 Sunrise Annual Report 2025 I Operational & Financial Review Adjacent Services Sunrise has been supplementing its telecommunications products with extra offers like payment services (Sunrise Pay) and cybersecurity products (Sunrise Protect). These additional services provide Sunrise customers with exclusive benefits that complement its core telecommunications offering. Perplexity, Travel and Cyber Insurance policies and Home Security are the latest additions to the portfolio. Sunrise Pay Sunrise Pay is a convenient, simple and secure payment method offered by Sunrise to make purchases in thousands of apps for games, films, music files, services and online subscriptions by paying via the phone bill or by deducting payment from the prepaid balance at no extra cost. It can be selected as a payment method either through the personal device settings in the case of app stores, or on partner pages. Purchases made using Sunrise Pay can only be authenticated via mobile phone or tablet over the Sunrise mobile network, creating a secure digital experience. Sunrise Protect Sunrise continues to strengthen its customers’ digital safety with Sunrise Protect, a comprehensive security solution. In collaboration with F-Secure, Sunrise has expanded its security portfolio with Identity Protect and Device Protect. Identity Protect helps safeguard personal and sensitive information – such as passwords, credit card numbers and user data – against misuse online. Device Protect combines antivirus protection and parental controls to create a secure environment for everyday browsing, banking and online shopping. Perplexity Sunrise recognises the growing importance of artificial intelligence in everyday digital life and is committed to enabling its customers to benefit from these developments. In 2025, Sunrise collaborated with Perplexity, an AI-powered search and information platform, and launched a loyalty initiative providing all existing residential customers who have a Sunrise plan with one year of complimentary access to Perplexity Pro. Travel and Cyber Insurance The new Sunrise Travel Insurance includes cover for travel cancellation costs, medical emergencies, loss of luggage, car-rental excesses, roadside assistance and public-transport cancellations. Cyber Insurance protects against a wide range of items, including the financial consequences of data misuse, recovery of data and identity theft, and provides legal protection against cyber crime.Sunrise is collaborating with Toni Digital Insurance Solutions AG and insurance companies TAS Versicherungen AG and Assista Rechtsschutz AG to provide the new insurance offers. Home Security In 2025, Sunrise introduced a new Home Security offering that helps protect customers’ homes by combining security devices, a dedicated app, on-site security services and insurance cover with personal support from insurance partner Zurich Insurance. The easy-to-install system brings together three elements: a do-it-yourself kit (buy and install), a Sunrise subscription (Basic or Complete) and the Sunrise Home Security app, which enables customers to monitor their home at any time. The Home Security product is aimed both at Sunrise customers and at those of other providers. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 19 Sunrise Annual Report 2025 I Operational & Financial Review Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 20 Sunrise Annual Report 2025 I Operational & Financial Review Sunrise Moments Sunrise Moments is a unique and comprehensive customer-loyalty programme that gives Sunrise subscribers exclusive access to pre-sales for sports, concerts and other event tickets, as well as fast-lane entry and discounted tickets, among other benefits. In 2025, the portfolio was expanded beyond music and festivals to include family experiences at Europa-Park, nationwide cinema offers and cultural highlights. In October 2025, Sunrise launched a national campaign highlighting that customers spend less time on their phones when they are out enjoying unforgettable Moments – featuring Sunrise ambassador Marco Odermatt. Sunrise and Swiss-Ski Sunrise and Swiss-Ski are driving the future of Swiss snow sports. In 2022, Sunrise became the main partner of Swiss- Ski with the ambition to contribute to the future success of Swiss snow sports across all disciplines and performance levels and thereby to strengthen Switzerland's position as the leading winter-sports nation. A second element is digitalisation. Sunrise aims to elevate the overall experience for fans and the community to a new level through innovative services in areas such as a fan- engagement app, ticketing, streaming and gaming, thus strengthening its identity as a credible premium brand.


 
Customer Experience and Support Sunrise aims to deliver a consistent experience across hotlines, digital channels and retail at all times, supported by targeted training, clear processes and continuous customer feedback. In 2025, upgraded sales and service platforms and a new shop concept further streamlined customer interaction, allowing agents to spend more time with customers. A key strategic priority in service is «first-call resolution» – ensuring that customer needs are addressed or resolved at the first point of contact. Hotlines for residential customers The dedicated Sunrise call-centre teams manage the customer life cycle, including sales, retention, billing inquiries and technical support. In the residential-customers segment, Sunrise operates through dedicated call centres, which are in nine countries in Europe and North Africa. These call centres offer support in German, French, Italian and English and are powered by an integrated system providing knowledge management and process guidance to customer-service representatives. All Sunrise customer-service representatives receive training in Sunrise processes and standards and have access to periodic coaching and cross- product training. Sunrise relies on surveys to gather feedback on each customer interaction. To improve customer experience further, it invests in enhancing its digital service capabilities, such as customer service via chat, automated chat service and interactive voice responses. In 2025 connect’s broadband hotline test awarded Sunrise «very good», with a win for accessibility and top scores for interactive voice response and friendliness. New sales and service support platforms In 2025, Sunrise introduced Orbit, an AI-supported sales platform for shop agents. Orbit provides offer recommendations and an intuitive interface to navigate devices, accessories and product combinations quickly, enabling agents to focus on customer needs. Sunrise also launched ACE, powered by Sprinklr, as its Contact as a Service (CaaS) platform across all brands and channels. ACE consolidates inbound and outbound voice, email, live chat and chatbot interactions into a single interface with advanced monitoring and reporting. Sales Channels Sunrise relies on its website, mobile applications, call centres, sales representatives, over 100 retail locations and third- party distributors and partners to generate sales and sales leads. In 2025, Sunrise started rolling out a new shop concept featuring premium materials, dedicated consultation zones and interactive desks, plus a smart audio concept and higher digitalisation and automation that free advisors to focus on customer needs. In connect’s shop test across more than 350 locations in Germany, Austria and Switzerland, Sunrise shops were rated «very good», with outstanding staff demeanour and very good/outstanding advice on rates and devices, achieving the largest year-on-year improvement among all providers. Sunrise has partnerships with several nationwide retail chains, including Mobilezone (the largest independent telecommunications retailer in Switzerland), and with regional partners and dealers who sell Sunrise products and services. For advertising, a variety of channels are used; nationwide marketing campaigns with a strong focus on digital and outdoor advertising in Switzerland’s largest cities are included as well as regional marketing activities and campaigns. Marketing to existing customers is designed to increase customer satisfaction and loyalty and leverage up- selling and cross-selling potential. Campaigns are supported by analytics tools to enhance the marketing experience and allow for micro-segmentation and targeted campaigns. Read more about customer experience and support in chapter User protection and satisfaction in the Sustainability Report. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 21 Sunrise Annual Report 2025 I Operational & Financial Review Consumer Flanker Brands As part of the Sunrise multi-brand strategy, the consumer flanker portfolio – yallo, CHmobile (launched in 2025), swype and Lebara – extends market coverage with clear and compact propositions . These brands complement the Sunrise main brand offer by serving smart shoppers, price-conscious and digitally savvy users, and budget savers through online, telesales and selected retail channels, while maintaining simple journeys and transparent pricing. yallo yallo is a lean digital-first brand, operating online and in several other channels such as telesales or retail stores. The typical yallo customer is a «smart shopper» seeking a well- priced, digital-innovative full telco provider. yallo is positioned as the «smart choice» in this segment and focuses on delivering high-performance, no-frills but customisable products with an emphasis on an excellent digital user experience. The brand offers a comprehensive range of telecom services, including Internet, TV and mobile, underpinned by simple customer journeys. Additionally, it is the only smart-shopper brand in Switzerland to leverage three outstanding networks: 5G, HFC, and fibre. The yallo full telco proposition provides room for continued growth and the opportunity to promote customer loyalty based on its converged offerings. CHmobile In 2025, the new flanker brand CHmobile was launched. CHmobile is positioned in the price-sensitive budget segment and delivers a basic offer without sacrificing quality. It promises low prices (not driving but following the competitors price points in this segment), free telephone customer service based in Switzerland and an outstanding 5G network. The hotline number 0800 18 18 18 is a reflection of the Swiss National Day on 1 August. CHmobile is aimed at budget savers and customers can always rely on enjoying low or even the lowest prices – transparently and with no hidden costs. There is a concise portfolio of mobile postpaid tariff plans and any discounts on the list price apply forever. CHmobile is available online and via telesales. swype swype is an innovative brand that is particularly popular with the young, cost-conscious and digitally savvy generation. It is based on an app with a disruptive user experience, e.g., a straightforward, fully digital onboarding process via eSIM. swype offers the same price consistently every day for everyone. Tariffs can be customised with extra options for international calls and roaming. The eSIM makes the fully digital onboarding process especially straightforward. Thanks to maximum transparency and cost control, swype provides complete peace of mind. It is «mobile, just better». Lebara Lebara offers mobile services to price-conscious customers and specialises in targeting the ethnic market. It also is accessible through a wide network of indirect sales partners throughout Switzerland. After focusing historically on prepaid, the majority of customer additions here are now mobile postpaid. Various options for international calls or for travelling are also available. The brand offers the best all-in mobile solution for staying nationally and globally connected. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 22 Sunrise Annual Report 2025 I Operational & Financial Review Business Customers Based on its best-in-class, future-fit networks, Sunrise empowers business customers with 360° communications and integrated ICT solutions from a single source, thereby advancing their digitalisation. Additionally, Sunrise provides wholesale services to mobile virtual network operators (MVNOs), fixed virtual network operators (FVNO) and branded resellers. The Sunrise business-customer and wholesale segment, comprising telecommunications and portfolio services, represented approximately 29% of Sunrise revenues in the financial year 2025 which ended on 31 December. Wholesale Sunrise provides access to mobile and fixed networks in Switzerland as well as international connections, enabling wholesale customers and partners to deliver voice, data and roaming services as well as high-quality broadband. Sunrise combines a comprehensive product portfolio with streamlined processes and reliable service performance. With comprehensive wholesale solutions serving multiple industries, customers can source a broad range of products and services from a single provider. Mobile virtual network operators (MVNO) With a total of eight MVNO partners and one branded reseller, Sunrise stands as the leading MVNO provider in Switzerland. These partners often target specific or additional market segments that the main or flanker brands do not fully reach. MVNO and branded reseller partnerships with companies like TalkTalk, Digital Republic, Digitec Galaxus, Quickline, FL1, netplus, EW-Buchs, WWZ and Aldi Suisse enable Sunrise to cover all market opportunities in the Swiss consumer segment. This «co-opetition» approach is what allows Sunrise to expand its reach and effectively cater to these additional market segments. Fixed virtual network operators (FVNO) Sunrise delivers high quality broadband services through a flexible and fully integrated whitelabel platform. This setup allows partners to offer their own Internet fibre and HFC products without investing in physical network infrastructure. Digitec Galaxus is the first FVNO that Sunrise has successfully onboarded on its whitelabel solution, marking an important milestone in expanding the wholesale footprint. Particularly within the HFC domain, the Swiss market continues to offer substantial growth opportunities and differentiation potential for future FVNOs. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 23 Sunrise Annual Report 2025 I Operational & Financial Review Business Portfolio The evolving Sunrise business service portfolio combines comprehensive telecommunications services, as well as security, professional services and information and communication technology (ICT), consulting and engineering solutions, underpinned by an ecosystem of strategic partners, including AWS, Cisco and Microsoft. Its range of services meets the specific needs of its customers with a portfolio of standardised products for small-sized businesses as well as customised, scalable and secure offers for medium and large enterprises. Mobile In mobile, businesses may choose to take advantage of a number of subscription options, including plans for calls within the organisation only, data packages shared across all employees, unlimited voice and data in European or worldwide destinations, as well as Device as a Service (DaaS) for mobile devices such as smartphones, tablets and smartwatches. For business customers who want to offer strong mobile reception on their premises, Sunrise provides easy to install, standardised indoor coverage solutions or can develop on-premises networks to distribute mobile capacity in the building and improve connectivity. Broadband and multi-site connectivity In broadband, business customers can, among other things, choose their desired level of bandwidth, receive dedicated Internet access and receive minimum-service guarantees from Sunrise related to broadband speed and network availability and access to network-redundancy options. Business customers may also take advantage of a wide range of standardised and fully customised options to enable them to create virtual private networks to exchange information privately and securely within Switzerland and internationally. Mobile Private Networks Mobile Private Networks (MPN) are private 5G network environments that allow companies and organisations to use private 5G resources exclusively for their applications and therefore ensure network quality and availability regardless of the public network's load. In 2023, Sunrise launched the MPN Campus solution as the first telecommunications company in Switzerland to do so. In 2024, the launch of a slicing solution followed. Mobile IoT As the volume of interconnected hardware continues to rise, efficient Internet of Things (IoT) management is becoming increasingly important. Sunrise services are designed to facilitate communication between machinery and hardware – without direct human intervention. Sunrise helps enterprises use their machines and construction vehicles more efficiently. A variety of features are integrated into the IoT management platform, allowing companies to view all hardware-related connection information in real time. This facilitates the optimisation of business processes and increases efficiency. Cloud services Business Direct Cloud Access connects business customers securely and efficiently with cloud service providers and enables them to use business-critical and latency-sensitive applications reliably from the cloud. Additionally, Sunrise launched its new cloud portfolio, which offers SMEs standardised, managed cloud solutions. These currently include Cloud Foundations, which allows customers to get started in the cloud with ease. Further offerings are in the pipeline. SME Ready To meet even better the needs of small and medium-sized enterprises (SMEs), Sunrise launched a new portfolio in 2025 called SME Ready. It offers SMEs so-called Plug-and-Work bundles that combine different solutions and can be quickly deployed without the support of an in-house IT department. Since the solutions are easily scalable thanks to their modular structure, they can be adapted flexibly to the current business needs of any SME. The portfolio currently includes SME Ready Mobile, SME Ready Office and SME Ready Connect & Pay. Additional solutions are in development. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 24 Sunrise Annual Report 2025 I Operational & Financial Review


 
Benefit Programme The Sunrise Benefit Programme gives the employees of business customers access to exclusive discounts and promotional offers across mobile, Internet and TV services. All subscriptions are personal and can be extended to family members, allowing households to benefit from multiple offers. Employees retain full control over their subscriptions, which are managed independently on the digital platform MySunrise. Thus, the programme allows companies to provide their employees with added value without creating any liability as employer. Sales and Support channels Small businesses purchase Sunrise services through the same channels as residential customers: retail shops, websites and call centres. Sunrise additionally targets enterprises with a dedicated business sales force, including salespeople with expertise in specialised IT and cybersecurity solutions. Sunrise also partners with regional and specialised third-party IT and cybersecurity service providers who promote Sunrise services to their business clients. All business customers can take advantage of a dedicated 24/7 business-customer support call centre and a digital portal which allows them to self-manage their accounts and subscriptions. Business customers can also sign up for enhanced, tailored support services, including a dedicated service manager working on the customer’s premises. Enterprise relationships are managed by account consultants who support business customers, and, for particularly large clients, account managers dedicated to the particular client relationship. Sunrise also maintains a team dedicated exclusively to wholesale services whose duties relate to sales and pre- and post-sales activities, as well as other tasks such as technical issues, troubleshooting and fraud prevention. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 25 Sunrise Annual Report 2025 I Operational & Financial Review References Aarvia Services AG Aarvia Services AG migrated all business mobile subscriptions to Sunrise Business, ensuring highly available mobile services across all locations. Employees also benefit from the Sunrise Benefit Program, offering exclusive discounts on private mobile, landline, TV and Internet plans, boosting satisfaction and strengthening the partnership. AccorHotels Switzerland SA Sunrise Business won an RFP process from AccorHotels for its business mobile services. The solution delivers secure, scalable mobile connectivity tailored to the needs of a global hospitality leader, improving communication and operational efficiency across its network. Electrosuisse Electrosuisse partnered with Sunrise Business to deliver a comprehensive voice and mobility solution. It includes a complete business voice offering with SIP trunking and enhanced mobile services supported by device management. This integrated approach ensures secure and reliable communication for employees, strengthening operational efficiency and supporting Electrosuisse’s digital transformation. Energy Schweiz AG (Radio Energy) Energy Schweiz AG, operator of the Radio Energy stations in Zurich, Bern and Basel, chose Sunrise Business for secure, high-performance connectivity. With SD-WAN and advanced security solutions, the company enjoys a reliable and scalable infrastructure to support its media platforms. Soplar SA Soplar SA relies on Sunrise Business for a comprehensive mobile solution, including high-speed connectivity, backup services and device management. This approach guarantees maximum availability and business continuity, enabling efficient workflows and collaboration across all locations. Truninger-Plot 24 AG Sunrise Business supports Truninger-Plot 24 AG’s «Digital Construction» initiative with IoT SIM services delivered via a dedicated APN and secure SIP VPN. This ensures the BIM Pro Station remains connected on-site, enabling real-time updates and improving process reliability and efficiency. Universitätsspital Zürich Universitätspital (University Hospital) Zürich partnered with Sunrise Business to enhance its mobile-communication capabilities. The project focused on renewing existing business mobile subscriptions, adding new lines and implementing device management services – ensuring secure, efficient mobility for staff and supporting critical healthcare processes. volenergy AG Sunrise Business implemented a SD-WAN solution for volenergy AG to ensure resilient, high-performance connectivity across its sites. This architecture optimises bandwidth, enhances security and provides a flexible foundation for future digital initiatives. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 26 Sunrise Annual Report 2025 I Operational & Financial Review Network In 2025, Sunrise continued its long-term strategy of providing a reliable network with world- leading speed and wide coverage and, in doing so, globally-acclaimed, exceptional quality. After achieving great success in the internationally recognised quality-benchmark test conducted by connect, Sunrise is now the only telecommunications provider to achieve the top overall rating of «Outstanding» for its mobile network for the tenth time in a row. In fixed- line broadband services, Sunrise earned the «Outstanding» rating for the third consecutive year. This is further confirmation of the success of the company’s strong focus on quality. Broadband infrastructure Sunrise operates a hybrid fibre coax fixed network comprising more than 26,000 km of fibre- optic and approximately 40,000 km of coaxial cables. It is the largest fixed network, offering 2.5 Gbit/s or higher speeds in Switzerland and is the largest HFC network in Switzerland. Sunrise has been advancing the expansion of Internet speed in the network and is the only provider to offer high-speed Internet (at 1 Gbit/s and above) to nearly all Swiss households (incl. 5G fixed wireless access). The Sunrise HFC network covers around 60% of Swiss dwellings (based on a total of 5.5 million households and businesses in Switzerland) and delivers high-speed Internet of up to 2.5 Gbit/s. Sunrise therefore relies on a hybrid network infrastructure strategy, leveraging its fully-owned HFC-network capabilities whenever possible and relying on supplemental fibre- to-the-home (FTTH) network-access agreements with power companies, local communities and Swisscom where necessary. Thanks to this unique set-up, Sunrise is the only Swiss telecommunications company capable of supporting broadband services across all available fixed infrastructure technologies (DSL, HFC, fibre and FWA) to ensure that broadband services at the fastest download speed are available at each geographical location. As of 31 December 2025, about 52% of Sunrise broadband residential subscribers (across both Sunrise Main Brand and yallo) were connected through HFC technology; 24% through fibre, offering a maximum download speed of 10 Gbit/ s; 20% through DSL technology, offering a maximum download speed of 300 megabits per second (Mbit/s); and around 4% through FWA technology, offering a maximum download speed of 1 Gbit/s. In its 2025 Broadband Test, connect rated Sunrise «Outstanding» for the fourth year in a row, with Sunrise improving its score and recording the fastest average download speeds among nationwide providers. A 99.4% success rate across for all Internet connections underpins the reliability and performance of the Sunrise hybrid fibre-cable broadband network, which reaches the most households overall, including in rural areas. Mobile infrastructure The Sunrise mobile network is operated using 4,776 antenna sites as of 31 December 2025, which are connected to Sunrise infrastructure. Sunrise currently relies on both 4G and 5G mobile equipment to support its 5G connectivity. More than 94% of Sunrise outdoor antenna sites currently include 5G equipment, with a plan to add 5G equipment to all outdoor antenna sites by the end of 2026. Of the 4,776 antenna sites in operation approximately 56% are accessed on the basis of a long-term master services agreement with Swiss Towers, which is controlled by Cellnex. The remaining antenna sites that are not covered by the master services agreement with Swiss Towers are leased under separate lease agreements with other third parties. Sunrise accesses certain additional antenna sites under an antenna-sharing agreement with Salt, which gives Sunrise access to certain of Salt’s antennas in exchange for providing Salt with access to the same number of Sunrise antennas.The Sunrise mobile services are enabled by a substantial spectrum holding of 295 MHz in aggregate, composed of 70 MHz held in the low band (700 – 900 MHz frequency), 125 MHz in the mid-band (1400 – 2600 MHz frequency) and 100 MHz in the high band (3,500 MHz frequency). Approximately 46% of this spectrum holding runs until 2034, while the remainder expires in 2028. Nationwide 5G Standalone Sunrise is the first operator in Europe to operate exclusively on 4G and 5G in combination with a nationwide 5G Standalone (SA) network covering more than 99.5% of the population after completing the full shutdown of its 3G network in 2025. 5G Standalone is the latest development in mobile-network technology, offering a wide range of advantages over previous generations. Unlike 5G Non-Standalone, which is built on existing 4G infrastructure, 5G SA uses an entirely independent 5G infrastructure. 5G SA is the next step in the evolution of mobile networking, enabling faster download speeds, supporting ultra-high concentrations of Internet-connected devices in a single location and improved functionality for enterprises (such as the deployment of virtual private cellular networks) and potentially offering a reliable and flexible alternative to broadband- based Wi-Fi connectivity. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 27 Sunrise Annual Report 2025 I Operational & Financial Review 4G and 5G coverage The Sunrise outdoor 4G and 5G connectivity covers almost all of Switzerland (geographically and by population). Sunrise supplies 4G to more than 99% of Swiss residents with 4G mobile high-speed Internet, covering 97% of the country’s territory. As of 31 December 2025, more than 97% of mobile voice traffic was carried over 4G. Sunrise also aims eventually to migrate further 4G data traffic to 5G to enable higher data speeds, lower latency and new use cases for mobile connectivity. connect mobile network test The Sunrise mobile network is the only Swiss network to have been awarded the top rating of «Outstanding» for the tenth time in a row in the connect mobile network test, scoring 975 out of a total of 1,000 points. Sunrise offers the largest 5G network in Switzerland (without DSS) and the only 5G Standalone (SA) network throughout Switzerland. Delivering top- quality mobile telephony, Sunrise is joint winner in the voice category, and joint winner for the reliability of mobile data connections. Also, Sunrise provides the best mobile network for interactive video calls and e-gaming. The Sunrise mobile network rates as one of the top five networks in the international connect mobile network tests. Investment in the mobile network Sunrise has continued to invest in the quality, availability and security of its network and has remained committed to its strategy of expanding 5G technology and driving network quality to a new record in industrial standards. By the end of 2025, Sunrise reached a level of 87% in 5G area coverage, while at the same time expanding its 5G population coverage to a level above 99%. Key drivers for this strategy continued to be the sustained rapid growth in data traffic and the demand for mobile and landline broadband services. Furthermore, Sunrise is implementing IoT capabilities continuously. More on IoT to be found in the chapter Digitalisation and innovation. The success of this clear quality-driven strategy is paying off in the successful acquisition of well-known brands such as Universitätsspital Zürich (USZ) AccorHotels Switzerland SA and many more. Protection against non-ionising radiation Sunrise is well aware that in public discourse electromagnetic radiation from mobile-phone antennas has been repeatedly associated with possible health impairments. Switzerland applies a precautionary principle through the Ordinance on Protection against Non-Ionising Radiation (ONIR). It introduced exposure limits for base stations that are ten times stricter than the EU guidelines. Read more in the chapter Non-ionising radiation (NIR) in the Sustainability Report. 5G/5G Standalone - 99.5% population coverage Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 28 Sunrise Annual Report 2025 I Operational & Financial Review


 
Regulatory environment The Swiss telecommunications industry benefits from a regulatory environment which, together with complex topography, high network construction costs and a concentrated market structure, imposes high entry barriers for new entrants. Swiss regulations, for example, impose requirements for minimum network coverage in spectrum allocations and provide long-term spectrum availability to existing industry players. However, the Swiss telecommunications industry is not as extensively regulated as the European Union, with only limited roaming regulation and no retail roaming price caps, for instance. Telecommunications-services provider activities in Switzerland are subject to statutory regulation and supervision by various Swiss authorities, in particular ComCom and OFCOM, a specialised agency with expertise in telecommunications. ComCom is the independent licencing and market regulatory authority and awards the universal service licence (which is, and to date has always been, held by Swisscom) and licences for the provision of mobile telephone and other radio services. OFCOM supports ComCom, the Swiss Parliament and the Swiss Federal Council in their affairs and regulatory decisions. ComCom delegated to OFCOM the authority to issue guidelines and enforce ComCom’s decisions and has delegated some of its other responsibilities, such as certain allocations of broadcast frequencies, to OFCOM. The primary regulations applicable to the Swiss telecommunications industry are set out in the Telecommunications Act and associated regulations. A number of other laws and regulations, which are enforced by other authorities including the Competition Commission, the general competition authority in Switzerland, are also applicable. Network access The Regulated Access Regime in Switzerland is limited to the incumbent Swisscom’s legacy copper infrastructure and does not cover access to HFC, fibre and mobile infrastructure (the «Unregulated Infrastructure»). The Regulated Access Regime follows an ex-post regulation approach, making it necessary for operators first to negotiate the conditions of access with each other and only request an intervention by the regulator if such negotiations fail. Market participants must contract privately for access to Unregulated Infrastructure, and the provision of such access, as well as access prices, are at the discretion of the network owner. However, the Competition Commission may nonetheless examine access to Unregulated Infrastructure under Swiss competition law. Telecommunications installations In Switzerland, a permit from the cantonal and municipal authorities is generally required to construct telecommunications installations primarily comprising active and passive antenna infrastructure. Additionally, regulations regarding nature and landscape protection, protection from radio emissions, protection from certain levels of non-ionising radiation, and the provisions of the Swiss Ordinance on Telecommunication Installations regulating technical compliance apply. The federal authorities have also issued guidelines regarding the construction of antennas, which set forth principles for the responsible authorities when deciding whether or not to issue an antenna-construction permit. In general, extensive permit procedures must be followed to construct an antenna, which oblige the permit applicant to meet the requirements set out in the building-permit procedure and comply with other regulatory requirements, such as those related to environmental protection and the emission and installation limits specified in the rules governing non-ionising radiation. The government has initiated a revision of the law (as part of a revision of the Telecommunications Act) that aims to reorganise the approval process. The intention is to separate building permits from operating licences. This would significantly simplify the regulatory framework for the modernisation of the mobile communications network. The preliminary draft of the law has been available since the end of 2025. Once parliamentary deliberations have been concluded, a referendum is expected to be held. Response to power shortages and outages With the amendment to the Ordinance on Telecommunications Services confirmed on 14 January 2026, telecommunications service providers are required to strengthen their mobile networks against power outages lasting up to four hours. By early 2031, the resilience must be implemented to the extent that, in the event of a power failure, at least emergency-call services are ensured. From early 2034, this requirement will also apply to public telephone services, communication for emergency organisations and the general provision of Internet radio. This mandate requires Sunrise to equip its antenna sites and other network elements with more powerful emergency-power components (mainly batteries). The costs for the additional resilience will be borne by Sunrise. Even though these measures should ideally take place largely within the framework of regular infrastructure renewal, significant additional investments are to be expected. In the medium term, a further revision of the Ordinance on Telecommunications Services is anticipated, which will require mobile networks to be safeguarded even against cyclical shutdowns in the event of a power shortage. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 29 Sunrise Annual Report 2025 I Operational & Financial Review Licences to use radio frequencies In order to provide mobile telecommunications services in Switzerland, an operator must obtain, among other things, a licence from ComCom for the use of the radio spectrum, subject only to very limited exceptions for certain spectrum frequencies. Neither the number of licences nor the available spectrum bandwidth is predetermined by ComCom in advance of an auction or other proceedings to allocate spectrum. Spectrum-sharing among providers requires the approval of ComCom. No MNO has requested such an approval to date. Sunrise currently holds 295 MHz of spectrum to support its mobile operations. ComCom has instructed OFCOM to initiate preparations for the allocation of any new, and reallocation of existing, frequencies in 2029 via a process with an auction potentially held in 2027. The cost to renew the Sunrise spectrum is unknown at this time, but spectrum-allocation costs will be significant. Generally, allocation of spectrum by auction requires greater expense than an allocation performed in line with a renewal procedure. In March 2024, ComCom completed the first public consultation on the next allocation procedure for (i) the frequency-usage rights of the existing 800, 900, 1800, 2100 and 2600 MHz frequency bands, which are currently allocated to Swisscom, Sunrise and Salt and expire on 31 December 2028, and (ii) currently unallocated frequencies in the 6 GHz, 26 GHz and 40 GHz frequency bands. The results of the consultation indicate industry interest in additional frequencies, particularly in the 6 GHz band, with limited or inconsistent interest in frequencies in the 26 GHz and 40 GHz bands. In October 2025, the Swiss Federal Communications Commission (ComCom) communicated that frequency bands will be allocated by means of an auction and has published the proposed auction mechanism. Sunrise disagrees with major aspects of this proposal and has detailed its concerns in the publicly available consultation answer to ComCom on 5 December 2025. Site-sharing regulation The Telecommunications Act regulates site sharing among telecommunications service providers. OFCOM may, upon application, require telecommunications services providers, if they have sufficient capacity, to share access to their telecommunications and other installations with other such providers for appropriate compensation, in order to address technical issues, planning needs or protection of the countryside, national heritage, the environment, nature or animals. For similar reasons, OFCOM may also require providers of telecommunications services to co-install and jointly use telecommunications and other installations. Security regulation The Telecommunications Services Ordinance establishes certain requirements for the security of the networks and services of mobile-telephony licence holders, such as Sunrise. If such service providers offer customer-premises equipment (CPE), such as modems, set-top boxes and routers, and have technical control over such CPE, the CPE must be replaced if it poses a security risk that cannot otherwise be remedied. In addition, in December 2023, the Swiss Federal Department of Environment, Transport, Energy and Communications was tasked with presenting draft amendments to the Telecommunications Act that would implement measures to reduce geopolitical risks associated with the development of 5G infrastructure and otherwise strengthen the security of telecommunications and digital infrastructure, including potential regulations prohibiting high-risk vendors from providing equipment or network services to Swiss telecommunications providers. Such amendments, if implemented, could entitle the regulator to require Sunrise to cease contracting with its partner Huawei or decrease the use of Huawei equipment in its network, if the regulator determines that Huawei is a high-risk vendor. A related draft of the Telecommunications Act is expected to be published in spring 2026; Sunrise is monitoring this legislative process. Television and radio The transmission of TV and radio programmes is considered a telecommunications service and, as such, it is subject to the regulations set out in the Telecommunications Act and the Swiss Federal Radio and Television Act (Bundesgesetz über Radio und Fernsehen of 2006, as amended; the «Radio and Television Act»). The Radio and Television Act requires broadcasters of programme services to obtain a licence, subject to certain, limited exceptions. Sunrise is a registered broadcaster of the MySports pay TV platform. As a provider of TV and radio services, Sunrise is subject to rules governing advertising content and regulations regarding certain content which must be carried. Sunrise is also subject to recently implemented regulations which require service providers that show films in Switzerland as part of their programme services or offer films via video on demand or subscription services to, among other things, have certain registration, quota and film-funding obligations, and to invest 4% of their gross revenues annually in independent Swiss film production or pay a corresponding tax. Data privacy The Federal Data Protection Act is generally aligned with the standards of the GDPR enacted by the European Union and the European Economic Area in 2016. The Federal Data Protection Act is a uniform framework laying down principles for legitimate data processing and entails strict requirements for data protection, in particular data-processing principles, data-security requirements, rules for international data transfers, data mapping, processor (service provider) obligations and data-subject rights. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 30 Sunrise Annual Report 2025 I Operational & Financial Review Risk Management Sunrise operates an Enterprise Risk Management process that is designed to support the business in successfully delivering its objectives, targets and commitments to all stakeholder groups through enhanced understanding and effective management of risk. The primary objective is to reduce the impact of significant risks and/or the likelihood of their occurrence both for Sunrise and the wider stakeholder groups with whom Sunrise interacts directly or indirectly through its partners. The risk-management framework provides executive leadership and the Board of Directors with visibility into the key risks to support effective decision making and resource allocation. The risk-management process The risk-management process facilitates the identification, assessment, mitigation, monitoring and reporting of risks from internal and external sources as well as emerging narratives with the potential to impact the business. The risk- management process is ongoing throughout the year and encompasses all business units. Business units are responsible for the identification, assessment and mitigation of risks. The Risk Management team, a second-line function, supports management with their responsibilities, driving consistency of risk assessment and reporting, and challenging risk owners with regard to the adequacy of risk mitigations. If a risk with an external impact is identified, for example, for the environment, society or more general stakeholders, specialists contribute to defining the appropriate risk-assessment methodology to evaluate the external impact, for example the Sustainability team for TCFD risks. Each risk is documented in a risk register capturing relevant details including the owner, assessment rationale, existing mitigations and relevant planned mitigations. Executive Committee members review all relevant risks in their remit as well as the top risks for the business, including the implementation status of any key mitigation plans. At least annually, a consolidated risk report is prepared for the Audit Committee and Board of Directors which details the top risks for Sunrise. Each top risk is assigned to an Executive Committee owner. Principal risk areas The key risks that Sunrise is exposed to and focuses on are discussed as follows. Market dynamics and customer experience The Swiss telecommunications market continues to be competitive. Promotional intensity and price competition are driven by established network operators and increasing numbers of MVNOs and resellers. As consumer options grow, customer experience and satisfaction is more important than ever. Technological innovation, the proliferation of IP-based services and changes to consumer behaviour continue to challenge traditional revenue lines and present opportunities for enhancements to services, processes and customer experience. Sunrise actively monitors market changes, exploring ways to shape and respond to these through tailored offerings, new adjacent products and services, network enhancements such as 5G SA and by always putting the customer experience first. Sunrise is focused on providing top-quality customer service, matching new products and offerings to customer needs, delivering stable user experiences, personable interactions and loyalty experiences that cannot be found elsewhere. Security and information protection The frequency and volume of cyber attacks has been increasing globally, coupled with enhanced sophistication and attack techniques enabled by new technologies. Sunrise systems, or those of its business partners, may be targeted by cyber criminals seeking to exploit vulnerabilities in systems or human interfaces resulting in a range of potential impacts including service disruption, fraud perpetration and misuse of information. The company operates a robust information-security framework that meets all applicable regulatory obligations and is designed to identify threats early, allowing appropriate response and recovery measures to be taken and the swift mitigation of incidents. This is also required of all relevant business partners. During 2025 Sunrise again achieved ISO 27001 certification. The security framework is further strengthened by the Sunrise Cyber Defence Center (CDC). The Cyber Defence team consists of the Security Operations Center (SOC) team, which is responsible for monitoring security events and responding to incidents, and the Security Engineering team, which is responsible for managing and mitigating threats and vulnerabilities. As the opportunities presented by new technologies and transformation programmes are assessed, Sunrise seeks to ensure the security, operational and ethical considerations are fully understood and appropriate control mechanisms are implemented by design. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 31 Sunrise Annual Report 2025 I Operational & Financial Review Service performance and resilience IT and network infrastructure forms the backbone to service provision for our customers. This infrastructure, whether owned or accessed via a third party, must keep pace with increasing customer usage and may be vulnerable to disruption or damage from a multitude of events including acute or chronic environmental causes, malicious acts, power outages, security breaches, operational issues, vendor failures or errors. The impacts from disruption can be wide ranging, encompassing harm to the brand and reputation, additional expenditures and even regulatory action. Where network infrastructure is accessed via a third party, risks may arise related to the access rights as well as to related terms, conditions and costs of access. In addition, the inability to renew expiring spectrum allocation or technical site leases on favourable terms, or at all, could result in additional costs or service-performance impacts. Critical systems and infrastructure are subject to ongoing assessment to ensure redundancy, resilience, load balancing and future capacity demands are appropriately addressed. This mindset also extends to vendor selection and set-up. In addition to the ISO 27001 certification, during 2025, Sunrise again achieved ISO 22301 certification of the Business Continuity Management System and operates a mature crisis-management system. Laws and regulations The telecoms industry is subject to ever-increasing demands which are currently shaping a more restrictive regulatory framework including network access and evolution, service provision and customer interactions, revenue generation and increasing network investment costs and other costs of compliance. Proposed revisions to the Telecommunications Services Ordinance (Verordnung über Fernmeldedienste) of 2007 as amended may drive significant additional costs over the next five to ten years. At a local level, consumer concern over non-ionising radiation continues to weigh on decisions over the construction and operation of antennas. Sunrise continues to lobby decision makers and engage with other operators to educate about the implications of proposed regulatory changes which may conflict with consumer demands for increased network coverage and speed and high data consumption. A mature compliance- management system is in place to manage existing compliance requirements. Geopolitical context The ever-evolving context within which Sunrise operates poses risks that may be amplified by political unrest and geopolitical conflicts. In turn, these may be further intensified by ensuing nation-state sanctions and/or regulatory actions, investor- and customer-driven reactions or opportunism by malicious actors. Principal among these are disruption to global supply chains and vendor service provision, restrictions in the use of vendors deemed to be high risk, heightened volatility of financial markets, increasing longer-term inflation and attacks against critical infrastructure (physical or cyber). Sunrise monitors developments in these areas closely to assess whether further action is required to minimise exposure in the future, for example, by dual sourcing, hedging and security strategies. Financial Sunrise is exposed to a range of financial risks including market, credit and liquidity. See Note 24 of the Financial Statements for more information. Sustainability Sunrise is exposed to a variety of environmental, social and governance risks. Read more in the ESG Risk Management chapter of the Sustainability Report and in the TCFD Report. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 32 Sunrise Annual Report 2025 I Operational & Financial Review


 
Financial Review Comparability of future results The following financial review, which should be read in conjunction with the Sunrise Consolidated Financial Statements included in this report, reflects the Sunrise results for the years ended 31 December 2025, 2024 and 2023. During 2023 and up until 8 November 2024, Sunrise was a wholly-owned subsidiary of Liberty Global. On 8 November 2024, Sunrise completed the spin-off into an independent publicly-owned company. Sunrise entered into a number of agreements with Liberty Global that govern the relationship between Sunrise and Liberty Global after the spin-off, and incurred certain costs related to the spin-off. In addition, following the spin-off, Sunrise started to incur certain ongoing administrative expenses as a result of its status as a separate, publicly listed company. As a result, the historical results of Sunrise operations and the period-to- period comparisons of results presented herein and certain financial data included elsewhere in this annual report may not be indicative of future results. Factors affecting Sunrise performance Sunrise believes that the key factors affecting its historical and future business and financial performance include: Sunrise–UPC transaction. The combination of the Sunrise legacy mobile franchise with UPC Switzerland’s broadband network, in the Sunrise–UPC transaction that closed in November 2020, created opportunities for both revenue growth and cost synergies. Capturing these opportunities required the combined company to invest in integrating operations, and also came with some expected execution challenges, primarily related to preserving ARPUs and elevated customer churn experienced while migrating legacy UPC customers from the higher-priced legacy UPC platform to the Sunrise brand. Competition. The Swiss telecommunications market is served by three primary players, Swisscom, Sunrise and Salt, with Swisscom historically holding the largest market share across all services. Close competition among the three players has resulted in industry pricing pressure leading to decreased industry ARPUs, with each of the three competitors, including Sunrise, introducing flanker brands to provide services at lower prices and engaging in price-based promotions and price-matching offers to win customers. Subscriber base and ARPU in residential services. Sunrise revenues in the residential segment are dependent on its ability to maintain and expand its subscriber base. In addition, Sunrise revenues in this segment are dependent on its ability to balance its service prices with the size of its subscriber base to optimise ARPU, calculated as the average monthly revenue per fixed customer relationship or mobile subscriber, as applicable. Revenues for each of the periods presented were affected by decreases in the subscriber base resulting from expected integration challenges associated with migrating legacy UPC customers in the residential segment to the Sunrise brand following the Sunrise–UPC transaction, as well as lower ARPU resulting from migration of such UPC customers from the higher-priced UPC platform to the Sunrise brand. Sunrise believes that such challenges have now been substantially resolved, which it believes should enable Sunrise to stabilise and grow the Sunrise brand revenues in the residential segment in the near to medium term. Sunrise has been implementing strategies designed to reduce subscriber volume loss and price sensitivity, including premium positioning of the Sunrise brand, promotion of converged subscriptions and introduction of value-added services. Service portfolio and pricing in business services. Compared to its market share in residential services, Sunrise believes that it is currently under-represented in business- customer services, where Swisscom is by far the dominant competitor. Growth in business- and wholesale-services segment revenues in the periods presented reflected, in part, the success of efforts by Sunrise to capture additional market share in Swiss business services, supported by its robust telecommunications-services offerings and its evolving portfolio of value-added services (such as security, ICT, consulting and engineering solutions) underpinned by an ecosystem of strategic partners. Such revenue growth also reflects growth in revenues from existing business customers, primarily as a result of the expansion of the businesses of Sunrise customers necessitating additional services, including, primarily, additional mobile-service subscriptions, but also as a result of efforts by Sunrise to cross-sell additional services to existing customers. In the business-services segment, the size of the Sunrise customer base is generally less impacted by its service prices than in the residential segment because Sunrise normally offers its portfolio of services to business customers in customised service packages at negotiated prices, benefiting from volume, usage and bundling discounts. Although certain of the Sunrise business customers may be sensitive to mobile- service price fluctuations, particularly in larger enterprises, the number of mobile-service subscriptions generally fluctuates based on the size of the business-customer’s employee base, rather than changes to the Sunrise service prices. Accordingly, in business services, in addition to the ability to maintain and expand its customer base and cross- sell additional services, Sunrise revenues depend on its ability to price its services effectively. Going forward, Sunrise Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 33 Sunrise Annual Report 2025 I Operational & Financial Review is further focused on leveraging synergies with residential subscribers to acquire small business customers (9 or fewer employees), growing market share among small-medium business customers (10 to 249 employees), including by leveraging residential sales channels, and further increasing its share of wallet of existing enterprise business customers (250 employees and up). Investments in network quality. Sunrise revenues are dependent on its reputation among customers for high mobile and fixed network quality and reliability. While Sunrise does not develop its own network-infrastructure technologies or otherwise conduct meaningful research and development activities, Sunrise contracts with infrastructure-technology providers to purchase and install upgrades and additions to its network infrastructure in order to maintain and enhance the quality and reliability of its telecommunications services. Therefore, Sunrise undertook capital expenditures in the periods presented to increase capacity and upgrade the mobile infrastructure. During the periods presented, the capital-expenditure profile of Sunrise has benefited, and is expected to continue to benefit, from its hybrid network infrastructure, which utilises a mix of owned infrastructure, shared antenna sites and supplemental network-access agreements with subscriber-based charges to increase network coverage and enhance service offerings, thereby substantially reducing capital expenditures necessary to support growth. Cost management. Sunrise supports its profitability by managing its cost profile. Capital expenditures in the years ended 31 December 2024 and 2023 were increased due to costs-to-capture synergies following the Sunrise–UPC transaction, including a related IT transformation and roll out of customer-premises equipment (CPE). These initiatives are completed and therefore no further costs-to-capture expenditures are expected. Interest and currency exchange rates. In the periods presented, Sunrise after-tax losses and free cash flows benefited from relatively low interest rates after hedges, resulting from the low interest-rate environment prevailing at the time the debt was incurred. While substantially all of Sunrise debt is denominated in EUR or USD, substantially all debt has been swapped into CHF and interest rates were fixed through hedging arrangements at the time the debt was incurred. As of 31 December 2025, Sunrise had outstanding third- party indebtedness together with accrued interest of CHF 4.4 billion, at a weighted-average cost of capital of approximately 2.8% after interest-rate hedges. Sunrise indebtedness outstanding as of 31 December 2025 matures between 2029 and 2032. On 13 February 2025, Sunrise announced the issuance of Facility AAA (USD 1,300 million Term Loan B due 2032) by Sunrise Financing Partnership. The loan was drawn and closed on 13 February 2025. Proceeds from the new loan were used to refinance Facility AX in full and to partially repay Facility AY, including associated fees. On 28 May 2025, Sunrise issued Sunrise FinCo I B.V. 4.625% 2032 (€) and applied the proceeds in full to refinance its existing Term Loans AU and AY. On 30 June 2025, the Group amended Revolving Facility B, replacing the prior EUR 720 million revolving commitment (maturing September 2029) with a CHF 500 million facility (maturing March 2031), transitioning pricing from EURIBOR + 2.5% to SARON + 2.0%. On 9 October 2025, the Group issued an additional 4.625% Senior Secured Notes due 2032 through its subsidiary Sunrise FinCo I B.V. Together with a new USD 650 million term loan under Facility AAA (fungible with, and consolidating into, Facility AAA) maturing in February 2032, the proceeds were used to refinance existing debt, including Term Loan AT and a portion of the USD 5.5% Senior Notes due 2028. Following the refinancing completed on 9 October 2025, the Group, on 13 November 2025, fully redeemed the remaining USD 75 million of 5.5% Senior Notes due 2028, eliminating this maturity entirely. In December 2025, the Group further reduced gross indebtedness through a partial repayment of EUR 56.8 million of Senior Secured Notes due 2029, lowering the outstanding balance of those notes to EUR 318.1 million. As a result of these transactions, near-term maturities were materially reduced, the weighted-average maturity of the Group’s debt was extended, and the debt stack remained substantially fixed-rate or economically hedged through 2032, limiting exposure to interest-rate and currency volatility. The debt stack is economically hedged against interest-rate and currency changes until 2032 with the weighted-average cost of debt reduced from 3.0% as of December 2024 to 2.8% as of December 2025. All outstanding borrowings are classified as non-current as of 31 December 2025. Inflationary environment. In 2023 and 2024, the Sunrise expense profile was adversely affected by the global inflationary environment, which, particularly in 2023, resulted from global supply-chain issues, the effects of COVID-19 and geopolitical conflicts and tensions. Sunrise primarily experienced inflation in energy costs, which are a significant expense associated with operating the Sunrise fixed and mobile networks, as well as in costs of products and services provided by vendors outside Switzerland, including, among others, IT and call-centre service providers and mobile- device and CPE suppliers. In 2023 and 2024, such inflation in costs partially offset the benefits of Sunrise–UPC transaction synergies and operating-cost reductions which Sunrise experienced in the same periods. In 2025, inflationary pressures have moderated, resulting in only a limited impact on the Sunrise cost profile. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 34 Sunrise Annual Report 2025 I Operational & Financial Review The following financial review, which should be read in conjunction with the Sunrise Consolidated Financial Statements included in this report, is intended to assist in providing an understanding of the results of operations and financial condition and is organised as follows: • Summary financial information and operating data: This section includes summary financial information and operating data of Sunrise for the years ended 31 December 2025, 2024 and 2023. • Results of operations: This section provides an analysis of actual results of operations for the years ended 31 December 2025, 2024 and 2023. • Liquidity and capital resources: This section provides an analysis of corporate and subsidiary liquidity and the Consolidated Statements of Cash Flows. • Quantitative and qualitative disclosures about market risk: This section provides discussion and analysis of the market risks that Sunrise faces. Certain uppercase terms used below have been defined in the Notes to the Consolidated Financial Statements. Summary financial information and operating data The tables below set out summary financial information and operating data of Sunrise for the indicated periods. Sunrise results have been prepared in accordance with IFRS. The following information should be read in conjunction with the Sunrise Consolidated Financial Statements included in this report. Sunrise historical results are not necessarily indicative of expected future results. Sunrise Statements of Income or Loss Data: Year ended 31 December CHF in millions 2025 2024 2023 Revenue 2,983.4 3,018.0 3,035.2 Direct costs (831.2) (830.1) (834.6) Personnel expenses (429.9) (407.0) (416.7) Other operating income and capitalised labour 63.3 68.1 105.7 Other operating expenses (623.1) (696.4) (758.8) Operating income before depreciation and amortisation 1,162.5 1,152.6 1,130.8 Depreciation of right-of-use assets (129.9) (129.7) (128.0) Depreciation and amortisation (936.4) (917.9) (992.1) Operating income 96.2 105.0 10.7 Financial income 425.8 257.7 574.7 Financial expenses (656.3) (742.6) (957.2) Share of gains (losses) of equity method investments 5.9 1.3 (0.3) Loss before taxes (128.4) (378.6) (372.1) Income tax benefit 19.9 16.7 59.9 Net loss (108.5) (361.9) (312.2) Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 35 Sunrise Annual Report 2025 I Operational & Financial Review Sunrise Cash Flow Data: Year ended 31 December CHF in millions 2025 2024 2023 Net cash provided by operating activities 1,215.2 1,279.1 1,201.5 Net cash used in investing activities (503.8) (478.7) (760.6) Net cash used in financing activities (786.0) (454.4) (440.1) Effect of exchange rate changes on cash (4.0) 1.0 1.7 Net increase (decrease) in cash and cash equivalents (78.6) 347.0 2.5 Sunrise Summary Financial Data: Year ended 31 December CHF in millions, except percentages 2025 2024 2023 Revenue 2,983.4 3,018.0 3,035.2 Net loss (108.5) (361.9) (312.2) Net loss margin (3.6)% (12.0)% (10.3)% Adjusted EBITDAaL1 1,006.9 1,022.1 1,043.6 Adjusted EBITDAaL margin 33.8% 33.9% 34.4% Net cash provided by operating activities 1,215.2 1,279.1 1,201.5 Net cash used in investing activities (503.8) (478.7) (760.6) Net cash used in financing activities (786.0) (454.4) (440.1) Adjusted Free Cash Flow2 350.2 362.5 352.5 1Adjusted EBITDAaL is the primary measure used by the Sunrise chief operating decision maker to evaluate operating performance and is also a key factor that is used by the internal decision makers within Sunrise to (i) determine how to allocate resources and (ii) evaluate the effectiveness of Sunrise management for the purposes of annual and other incentive- compensation plans. The Sunrise internal decision makers believe Adjusted EBITDAaL is a meaningful measure because it represents a transparent view of recurring operating performance that is unaffected by the Sunrise capital structure and allows management to (a) readily view operating trends, (b) perform analytical comparisons and benchmarking between segments and (c) identify strategies to improve operating performance. Adjusted EBITDAaL is defined as Adjusted EBITDA after lease-related expenses. Adjusted EBITDA is defined as income (loss) before income-tax benefit (expense), share of losses (gains) of affiliates, financial income, financial expenses, depreciation and amortisation, share-based compensation expense and restructuring and other. Other operating items include but are not limited to (1) provisions and provision releases related to litigation, (2) certain related-party charges and (3) gains and losses on the disposal of long-lived assets. Consolidated Adjusted Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 36 Sunrise Annual Report 2025 I Operational & Financial Review


 
EBITDA and Adjusted EBITDAaL are non-IFRS measures, which readers should view as a supplement to, and not a substitute for, IFRS measures of profitability included in the Sunrise Consolidated Financial Statements included in this report. Further, the Sunrise definition of Adjusted EBITDAaL and Adjusted EBITDA may differ from the way other companies define and apply their definitions of such terms. The following table provides a reconciliation of net income (loss) to Adjusted EBITDA and Adjusted EBITDAaL: Year ended 31 December CHF in millions 2025 2024 2023 Net loss (108.5) (361.9) (312.2) Income tax benefit (19.9) (16.7) (59.9) Share of losses (gains) of affiliates (5.9) (1.3) 0.3 Financial income (425.8) (257.7) (574.7) Financial expenses 656.3 742.6 957.2 Operating income 96.2 105.0 10.7 Depreciation and amortisation 936.4 917.9 992.1 Depreciation of right-of-use assets 129.9 129.7 128.0 Share-based compensation expense 49.0 19.1 22.5 Restructuring and other (13.5) 49.8 86.2 Adjusted EBITDA 1,198.0 1,221.5 1,239.5 Lease-related expenses (191.1) (199.4) (195.9) Adjusted EBITDAaL 1,006.9 1,022.1 1,043.6 2Adjusted Free Cash Flow is defined as net cash provided by operating activities plus (i) operating-related vendor-financed additions (which represents an increase in the period to actual cash available as a result of extending vendor payment terms beyond normal payment terms, which are typically 90 days or less, through non-cash financing activities) and (ii) cash receipts in the period from interest-related derivatives, less (a) cash payments in the period for interest, (b) cash payments in the period for capital expenditures, (c) principal payments on amounts financed by vendors and intermediaries (which represents a decrease in the period to actual cash available as a result of paying amounts to vendors and intermediaries where vendor payments were previously extended beyond the normal payment terms) and (d) principal payments on lease liabilities (which represents a decrease in the period to actual cash available), each as reported in the Consolidated Statements of Cash Flows. Sunrise believes its presentation of Adjusted Free Cash Flow, which is a non-IFRS measure, provides useful information to investors because this measure can be used to gauge its ability to (1) service debt, (2) distribute dividends to shareholders and (3) fund new investment opportunities after consideration of all actual cash payments related to its working-capital activities and expenses that are capital in nature, whether paid inside normal vendor payment terms or paid later outside normal vendor payment terms (in which case Sunrise typically pays in less than 365 days). Adjusted Free Cash Flow should not be understood to represent the ability to fund discretionary amounts, as Sunrise has various mandatory and contractual obligations, including debt repayments, that are not deducted to arrive at these amounts. Investors should view Adjusted Free Cash Flow as a supplement to, and not a substitute for, IFRS measures of liquidity included in the Sunrise Consolidated Statements of Cash Flows. Further, the Sunrise definition of Adjusted Free Cash Flow may differ from the way other companies define and apply their definition of Adjusted Free Cash Flow. The following table provides a reconciliation of net cash provided by operating activities to Adjusted Free Cash Flow: Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 37 Sunrise Annual Report 2025 I Operational & Financial Review Year ended 31 December CHF in millions 2025 2024 2023 Net cash provided by operating activities 1,215.2 1,279.1 1,201.5 Interest paid (261.3) (420.2) (422.5) Interest-related derivative receipts 41.9 172.7 174.5 Vendor financing additionsi 405.7 363.4 271.2 Capital expenditures (499.5) (541.1) (468.0) Principal payments on vendor financing (430.7) (377.0) (296.6) Payment of lease liabilities (121.0) (114.4) (107.6) Adjusted Free Cash Flow 350.2 362.5 352.5 iFor the purposes of the Sunrise Consolidated Statements of Cash Flows, vendor financing additions represent operating-related expenses financed by an intermediary that are treated as constructive operating cash outflows and constructive financing cash inflows when the intermediary settles the liability with the vendor. When Sunrise pays the financing intermediary, it records financing cash outflows in its Consolidated Statements of Cash Flows. For the purposes of its Adjusted Free Cash Flow definition, Sunrise (a) adds in the constructive financing cash inflow when the intermediary settles the liability with the vendor, as its actual net cash available at that time is not affected and (b) subsequently deducts the related financing cash outflow when Sunrise actually pays the financing intermediary, reflecting the actual reduction to its cash available to service debt or fund new investment opportunities. Sunrise Summary ARPU Data: Year ended 31 December CHF 2025 2024³ 2023³ Residential customers: Fixed Services ARPU per Fixed Customer Relationship1 57.3 60.6 63.2 Mobile Services ARPU per Mobile Subscriber2 29.2 29.6 30.9 1Average Revenue Per Unit (ARPU) is the average subscription revenue per average fixed customer relationship or mobile subscriber, as applicable. ARPU per fixed customer relationship is calculated by dividing the average subscription revenue from residential fixed services by the average of the opening and ending balances of fixed customer relationships for the period. 2ARPU per mobile subscriber is calculated by dividing the average mobile subscription revenue (including interconnect revenue but excluding handset sales and late fees) by the average of the opening and ending balances of mobile subscribers in service for the period. 3ARPU is calculated using reported revenues and rebased operating data (see table on next page). Therefore, these ARPU figures may differ from the rebased ARPU figures in the Investor Relations Factsheet, as the Investor Relations Factsheet utilises rebased revenues for its calculation. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 38 Sunrise Annual Report 2025 I Operational & Financial Review Sunrise Summary Operating Data: As of 31 December 2025 2024⁹ 2023⁹ Residential customers: Fixed Services Fixed Customer Relationships1 1,341,515 1,375,785 1,382,534 Select Fixed RGUs2: Broadband Internet3 1,137,803 1,154,453 1,134,716 Enhanced TV4 867,576 898,294 905,718 Mobile Services Mobile RGUs5 2,339,425 2,347,669 2,294,304 Postpaid Mobile RGUs 2,106,223 2,065,416 1,970,132 Prepaid Mobile RGUs 233,202 282,253 324,172 Fixed-mobile Convergence6 59.8% 58.0% 56.6% Business customers and wholesale: Fixed Services7 Fixed Customer Relationships1 133,099 121,523 112,966 Select Fixed RGUs2: Broadband Internet3 145,834 138,435 127,394 Enhanced TV4 96,484 90,917 82,179 Mobile Services8 Mobile RGUs5 819,580 784,702 726,495 Postpaid Mobile RGUs 781,616 740,461 677,083 Prepaid Mobile RGUs 37,964 44,241 49,412 Fixed-mobile Convergence6 77.4% 78.9% 85.0% Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 39 Sunrise Annual Report 2025 I Operational & Financial Review 1Fixed customer relationships represent the number of customers who receive at least one of the Sunrise broadband Internet, TV or fixed-line telephony services, without regard to which or to how many services they subscribe. Fixed customer relationships generally are counted on a unique-premises basis. Accordingly, if an individual receives Sunrise services in two premises (e.g., a primary home and a vacation home), that individual generally will count as two fixed customer relationships. Sunrise fixed customer relationships include customers who receive basic cable services (BCS) which are services delivered without the use of encryption-enabling, integrated or virtual technology as well as customers who receive fixed telephony services over Sunrise networks, or that Sunrise services through a partner network. 2A fixed RGU is, separately, an Internet subscriber or an enhanced TV subscriber. A home, residential multiple-dwelling unit or commercial unit may contain one or more RGUs. For example, if a residential customer subscribes to the Sunrise broadband Internet service or enhanced TV service, the customer will constitute two RGUs. RGUs generally are counted on a unique-premises basis such that a given premise does not count as more than one RGU for any given service. However, if an individual receives one of the services in two premises (e.g., a primary home and a vacation home), that individual will count as two RGUs for that service. Each bundled Internet or enhanced TV service is counted as a separate RGU regardless of the nature of any bundling discount or promotion. Non-paying subscribers are counted as subscribers during their free promotional service period. Some of these subscribers may choose to disconnect after their free service period. Services offered without charge on a long-term basis (e.g., certain preferred subscribers) generally are not counted as RGUs. Free services provided to Sunrise employees generally are counted as RGUs. 3Internet subscribers are homes, residential multiple-dwelling units or commercial units that receive fixed broadband Internet services over Sunrise fixed or mobile networks or that Sunrise services through a partner network. 4Enhanced TV subscribers are homes, residential multiple-dwelling units or commercial units that receive Sunrise enhanced TV services, which are TV services delivered through encryption-enabling, integrated or virtual technology over the Sunrise broadband network or through a partner network. Enhanced TV subscribers exclude subscribers that receive BCS, as described above. 5A mobile RGU is a mobile subscriber, and is represented by an active SIM card in service. A subscriber who has a data and voice plan for a mobile handset and a data plan for a laptop would be counted as two mobile subscribers. Sunrise has both prepaid and postpaid mobile subscribers. Prepaid subscribers are excluded from the mobile-subscriber count after a period of inactivity of 90 days, based on industry standards in Switzerland. 6Fixed-mobile convergence penetration represents the number of customers who subscribe to both a fixed broadband Internet service and a pre- or postpaid mobile-telephony service, divided by the total number of customers who subscribe to a fixed broadband Internet service. 7Business-customer and wholesale fixed relationships and fixed RGUs include customers who receive fixed services that are the same or similar to mass-marketed products offered to residential customers. This includes customers who receive discounted services pursuant to a programme Sunrise has in place with their employer and small business customers (generally defined as businesses with 9 or fewer employees) and does not include services provided to small-medium business customers (generally defined as businesses with 10 to 249 employees) and large enterprises (generally defined as businesses with 250 or more employees) or wholesale services. 8Business-customer and wholesale mobile RGUs represent the number of active SIM cards in service that are provided to business and wholesale customers, including customers who receive discounted services pursuant to a programme Sunrise has in place with their employer, SOHO, SME and enterprise customers, as well as to customers who subscribe for mobile services delivered over Sunrise networks through a branded reseller with whom Sunrise contracts, and excluding customers who subscribe for mobile services delivered over Sunrise networks through an MVNO with whom Sunrise contracts, as well as other wholesale customers. 9The operating data for the years ended 31 December 2024 and 2023 are presented on a rebased basis. Additional general notes to table While Sunrise takes appropriate steps to ensure that subscriber statistics are presented on a consistent and accurate basis at any given balance-sheet date, the variability in (i) the nature and pricing of products and services, (ii) the distribution platform, (iii) billing systems, (iv) bad-debt collection efforts and (v) other factors add complexity to the subscriber-counting process. Sunrise periodically reviews the subscriber-counting policies and underlying systems to improve the accuracy and consistency of the data reported on a prospective basis. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 40 Sunrise Annual Report 2025 I Operational & Financial Review


 
Results of operations The discussion presented in this section provides an analysis of Sunrise revenue and expenses for the years ended 31 December 2025, 2024 and 2023 as further described in Notes 6, 7 and 8 to the Consolidated Financial Statements. Revenue Sunrise derives revenue primarily from communications services provided to residential and business customers, including mobile, broadband Internet, TV and fixed-line telephony services, and from infrastructure and support functions. Residential customers revenue Residential fixed subscription revenue includes amounts received from subscribers for ongoing services and the recognition of deferred installation revenue over the associated contract period. Residential fixed non-subscription and hardware revenue includes, among other items, channel carriage fees, late fees and revenue from the sale of equipment. Residential subscription revenue from subscribers who purchase bundled services at a discounted rate is generally allocated proportionally to each service based on the standalone price for each individual service. As a result, changes in the standalone pricing of fixed and mobile products or the composition of bundles can contribute to changes in product revenue categories from period to period. Residential mobile subscription revenue includes amounts received from subscribers for ongoing services. Residential mobile non-subscription and hardware revenue includes, among other items, revenue from sales of mobile handsets and other devices. Business customers and wholesale revenue Business-customer and wholesale subscription revenue represents revenue from (i) services provided to SOHO subscribers and (ii) mobile, connectivity and information and communication technology (ICT) services provided to medium and large enterprises. Business-customer and wholesale non-subscription and hardware revenue includes revenue from business broadband Internet, TV, fixed-line telephony, data and ICT services, such as carrier and roaming services, offered to medium and large enterprises and fixed-line and mobile services on a wholesale basis, offered to other operators. Infrastructure and support functions revenue Infrastructure and support functions revenue primarily includes built-to-suit (BTS) revenue related to mobile towers built by Sunrise and sold to Swiss Towers. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 41 Sunrise Annual Report 2025 I Operational & Financial Review Year ended 31 December 2025 compared to year ended 31 December 2024 Revenue by major category and reportable segment for the indicated periods is set out below: Year ended 31 December Increase (decrease) CHF in millions, except percentages 2025 2024 CHF % Residential customers: Fixed revenue: 974.0 1,047.4 (73.4) (7.0) Subscription 933.6 1,003.3 (69.7) (6.9) Non-subscription and hardware 40.4 44.1 (3.7) (8.4) Mobile revenue: 1,027.9 1,033.0 (5.1) (0.5) Subscription 821.9 824.6 (2.7) (0.3) Non-subscription and hardware 206.0 208.4 (2.4) (1.2) Other: 105.3 92.7 12.6 13.6 Total residential customers revenue 2,107.2 2,173.1 (65.9) (3.0) Business customers and wholesale: Fixed revenue: 505.9 483.1 22.8 4.7 Subscription 307.0 295.8 11.2 3.8 Non-subscription and hardware 198.9 187.3 11.6 6.2 Mobile revenue: 347.1 344.5 2.6 0.8 Subscription 267.9 264.4 3.5 1.3 Non-subscription and hardware 79.2 80.1 (0.9) (1.1) Other: 6.0 2.7 3.3 122.2 Total business customers and wholesale revenue 859.0 830.3 28.7 3.5 Infrastructure and support functions: Other: 17.2 14.6 2.6 17.8 Total infrastructure and support functions revenue 17.2 14.6 2.6 17.8 Total revenue 2,983.4 3,018.0 (34.6) (1.1) Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 42 Sunrise Annual Report 2025 I Operational & Financial Review Residential customers. The details of the decrease in Sunrise residential-customer revenue during the year ended 31 December 2025, compared to the corresponding period in 2024, are set out below: CHF in millions Subscription revenue Non-subscription and hardware revenue Total Decrease in residential fixed subscription revenue due to change in: Average number of fixed customer relationships1 (14.1) — (14.1) ARPU (55.6) — (55.6) Decrease in residential fixed non-subscription and hardware revenue — (3.7) (3.7) Total decrease in residential fixed revenue (69.7) (3.7) (73.4) Increase (decrease) in residential mobile subscription revenue due to change in: Average number of mobile subscribers2 7.9 — 7.9 ARPU (10.6) — (10.6) Decrease in residential mobile non-subscription and hardware revenue — (2.4) (2.4) Total decrease in residential mobile revenue (2.7) (2.4) (5.1) Increase in other residential revenue — 12.6 12.6 Total (72.4) 6.5 (65.9) 1Average number of fixed customer relationships is calculated as the average of the opening and ending balances of fixed customer relationships in the period. 2Average number of mobile subscribers is calculated as the average of the opening and ending balances of mobile subscribers in the period. Total residential customers revenue decreased CHF 65.9 million or 3.0% during the year ended 31 December 2025, compared to the corresponding period in 2024. This includes a decrease of CHF 12.0 million attributable to the impact of legacy UPC customer shifts from residential products to business customers and wholesale products respectively (see details below). The revenue decrease is primarily due to the net effect of (i) a decrease in fixed subscription revenue due to lower ARPU, mainly driven by higher discounts (partially from a technical shift of discount allocation from mobile to fixed since the new portfolio launch in spring 2025) and migrating legacy UPC customers from the higher-priced legacy UPC platform to the Sunrise brand, which also led to elevated churn, partially offset by growth in flanker brands, (ii) a decrease in fixed non-subscription and hardware revenue attributable to lower equipment sales driven by lower hardware-bundling activity, partially offset by higher MySports revenue, (iii) a decrease in mobile subscription revenue attributable to lower variable usage (interconnect, roaming and options), as well as lower ARPU from other drivers such as higher discounts due to pricing pressure in the market (partially offset by a technical shift of discount allocation from mobile to fixed since the new portfolio launch in spring 2025), multi-SIM discounts and flanker brands’ share in the base, partially offset by the mobile portfolio refresh in spring 2025, the price increase from March and April 2025 and an increase in the average number of RGUs mainly from growth in flanker brands, (iv) a decrease in mobile non-subscription and hardware revenue, mainly driven by lower handset sales and (v) an increase in other revenue mainly due to higher fee-related revenue. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 43 Sunrise Annual Report 2025 I Operational & Financial Review Changes in product hierarchy. As of 2025, there has been an adjustment in the product hierarchy within the residential customer segment. This change reflects a refinement of the product hierarchy based on how management analyses and steers the business. For better comparability, the 2024 revenues shown above have been reclassified. These reclassifications within the residential customers segment for the year ended 31 December 2024 as well as the legacy UPC customer shifts to the business customers and wholesale segment are shown in the table below. Year ended 31 December 2024 CHF in millions Product hierarchy Customer shifts Total change Residential customers: Fixed revenue: 45.6 (11.0) 34.6 Subscription 15.5 (11.0) 4.5 Non-subscription and hardware 30.1 — 30.1 Mobile revenue: (8.1) (1.0) (9.1) Subscription (8.9) (1.0) (9.9) Non-subscription and hardware 0.8 — 0.8 Other: (37.5) — (37.5) Total residential customers revenue — (12.0) (12.0) Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 44 Sunrise Annual Report 2025 I Operational & Financial Review


 
Business customers and wholesale. Total business-customers and wholesale revenue increased CHF 28.7 million or 3.5% during the year ended 31 December 2025, compared to the corresponding period in 2024. This includes an increase of CHF 12.0 million attributable to the impact of legacy UPC customer shifts from residential products to business customers and wholesale products respectively (see details below). The revenue increase is primarily due to the net effect of (i) an increase in fixed subscription revenue due to a higher number of business customers partially offset by a decrease in fixed subscription revenue due to an annualisation of a large customer deal’s variable revenue and lower ramp-up of initiatives, (ii) an increase in fixed non-subscription and hardware revenue due to higher revenue from wholesale services driven by higher voice hubbing activity and higher FVNO-related revenues, (iii) higher mobile subscription revenue due to an increase in wholesale services driven by higher MVNO-related revenues partially offset by lower variable revenues, (iv) a decrease in mobile non-subscription and hardware revenue, mainly driven by lower handset sales and partially offset by an increase in wholesale services driven by higher roaming revenues and (v) an increase in other revenue mainly due to higher fee-related revenue. Changes in product hierarchy. As of 2025, there has been an adjustment in the product hierarchy within the residential customer segment. This change reflects a refinement of the product hierarchy based on how management analyses and steers the business. For better comparability, the 2024 revenues shown above have been reclassified. These reclassifications within the residential customers segment for the year ended 31 December 2024 as well as the legacy UPC customer shifts to the business customers and wholesale segment are shown in the table below. Year ended 31 December 2024 CHF in millions Product hierarchy Customer shifts Total change Business customers and wholesale: Fixed revenue: 0.1 11.0 11.1 Subscription 2.4 11.0 13.4 Non-subscription and hardware (2.3) — (2.3) Mobile revenue: 0.6 1.0 1.6 Subscription (1.8) 1.0 (0.8) Non-subscription and hardware 2.4 — 2.4 Other: (0.7) — (0.7) Total business customers and wholesale revenue — 12.0 12.0 Infrastructure and support functions. Total infrastructure and support-functions revenue increased CHF 2.6 million or 17.8% during the year ended 31 December 2025, compared to the corresponding period in 2024, primarily due to higher BTS revenue. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 45 Sunrise Annual Report 2025 I Operational & Financial Review Year ended 31 December 2024 compared to year ended 31 December 2023 Revenue by major category and reportable segment for the indicated periods is set out below: Year ended 31 December Increase (decrease) CHF in millions, except percentages 2024 2023 CHF % Residential customers: Fixed revenue: 1,047.4 1,107.4 (60.0) (5.4) Subscription 1,003.3 1,059.2 (55.9) (5.3) Non-subscription and hardware 44.1 48.2 (4.1) (8.5) Mobile revenue: 1,033.0 1,045.2 (12.2) (1.2) Subscription 824.6 843.0 (18.4) (2.2) Non-subscription and hardware 208.4 202.2 6.2 3.1 Other: 92.7 94.5 (1.8) (1.9) Total residential customers revenue 2,173.1 2,247.1 (74.0) (3.3) Business customers and wholesale: Fixed revenue: 483.1 437.9 45.2 10.3 Subscription 295.8 276.2 19.6 7.1 Non-subscription and hardware 187.3 161.7 25.6 15.8 Mobile revenue: 344.5 336.5 8.0 2.4 Subscription 264.4 254.3 10.1 4.0 Non-subscription and hardware 80.1 82.2 (2.1) (2.6) Other: 2.7 2.2 0.5 22.7 Total business customers and wholesale revenue 830.3 776.6 53.7 6.9 Infrastructure and support functions: Other: 14.6 11.5 3.1 27.0 Total infrastructure and support functions revenue 14.6 11.5 3.1 27.0 Total revenue 3,018.0 3,035.2 (17.2) (0.6) Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 46 Sunrise Annual Report 2025 I Operational & Financial Review Residential customers. The details of the decrease in Sunrise residential customers revenue during the year ended 31 December 2024, compared to the corresponding period in 2023, are set out below: CHF in millions Subscription revenue Non-subscription and hardware revenue Total Decrease in residential fixed subscription revenue due to change in: Average number of fixed customer relationships1 (13.3) — (13.3) ARPU (42.6) — (42.6) Decrease in residential fixed non-subscription and hardware revenue — (4.1) (4.1) Total decrease in residential fixed revenue (55.9) (4.1) (60.0) Increase (decrease) in residential mobile subscription revenue due to change in: Average number of mobile subscribers2 16.2 — 16.2 ARPU (34.6) — (34.6) Increase in residential mobile non-subscription and hardware revenue — 6.2 6.2 Total increase (decrease) in residential mobile revenue (18.4) 6.2 (12.2) Decrease in other residential revenue — (1.8) (1.8) Total (74.3) 0.3 (74.0) 1Average number of fixed customer relationships is calculated as the average of the opening and ending balances of fixed customer relationships in the period. 2Average number of mobile subscribers is calculated as the average of the opening and ending balances of mobile subscribers in the period. Total residential customers revenue decreased CHF 74.0 million or 3.3% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to the net effect of (i) a decrease in fixed subscription revenue due to lower ARPU, mainly driven by higher discounts and migrating legacy UPC customers from the higher-priced legacy UPC platform to the Sunrise brand, which also led to a decrease in the average number of customers and lower variable usage in fixed-line telephony, partially offset by growth in flanker brands (mainly yallo), (ii) a decrease in fixed non-subscription and hardware revenue attributable to lower equipment sales driven by lower hardware-bundling activity and the related revenue-recognition impact, (iii) a decrease in mobile subscription revenue attributable to lower ARPU, mainly driven by higher discounts due to pricing pressure in the market, multi-SIM discounts and flanker brands’ share in the base, as well as lower roaming-related revenue partially offset by an increase in the average number of RGUs primarily from growth in flanker brands (mainly yallo), (iv) an increase in mobile non-subscription and hardware revenue, mainly driven by higher handset sales due to higher market demand and new handset options and (v) a decrease in other revenue, mainly due to lower fee-related revenue. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 47 Sunrise Annual Report 2025 I Operational & Financial Review Changes in product hierarchy. As of 2025, there has been an adjustment in the product hierarchy within the residential customer segment. This change reflects a refinement of the product hierarchy based on the way management analyses and steers the business. For better comparability, the 2024 and 2023 revenues shown above have been reclassified. These reclassifications within the residential customers segment for the years ended 31 December 2024 and 2023 are shown below. Year ended 31 December 2024 2023 CHF in millions Product hierarchy Product hierarchy Residential customers: Fixed revenue: 45.6 45.7 Subscription 15.5 16.1 Non-subscription and hardware 30.1 29.6 Mobile revenue: (8.1) (7.1) Subscription (8.9) (9.9) Non-subscription and hardware 0.8 2.8 Other: (37.5) (38.6) Total residential customers revenue — — Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 48 Sunrise Annual Report 2025 I Operational & Financial Review


 
Business customers and wholesale. Total business-customers and wholesale revenue increased CHF 53.7 million or 6.9% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to the net effect of (i) an increase in fixed subscription revenue due to a higher number of business customers, (ii) an increase in fixed non- subscription and hardware revenue due to higher revenue from wholesale services driven by higher voice hubbing activity, (iii) higher mobile subscription revenue due to an increase in the average number of mobile subscribers and an increase in wholesale services driven by higher MVNO-related revenues, (iv) a decrease in mobile non-subscription and hardware revenue due to lower handset sales volumes, mainly due to lower market demand and (v) an increase in other revenue, mainly due to higher fee-related revenue. Changes in product hierarchy. As of 2025, there has been an adjustment in the product hierarchy within the business customers and wholesale segment. This change reflects a refinement of the product hierarchy based on the way management analyses and steers the business. For better comparability, the 2024 and 2023 revenues shown above have been reclassified. These reclassifications within the business customers and wholesale segment for the years ended 31 December 2024 and 2023 are shown below. Year ended 31 December 2024 2023 CHF in millions Product hierarchy Product hierarchy Business customers and wholesale: Fixed revenue: 0.1 0.5 Subscription 2.4 2.8 Non-subscription and hardware (2.3) (2.3) Mobile revenue: 0.6 0.3 Subscription (1.8) (0.4) Non-subscription and hardware 2.4 0.7 Other: (0.7) (0.8) Total business customers and wholesale revenue — — Infrastructure and support functions. Total infrastructure and support-functions revenue increased CHF 3.1 million or 27.0% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to higher BTS revenue. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 49 Sunrise Annual Report 2025 I Operational & Financial Review Profit Reconciliation Direct costs Direct costs include programming and copyright costs, interconnect and access costs, costs of mobile handsets and other devices and other costs of sales related to Sunrise operations. Programming and copyright costs represent a significant portion of operating costs and are subject to rises in future periods due to various factors, including (i) higher costs associated with the expansion of digital video content, including rights associated with ancillary product offerings and rights that provide for the broadcast of live sporting events, and (ii) rate increases. Personnel expenses Personnel expenses include salary and payroll costs, commissions, share-based compensation, deferred labour and contingent labour. Other operating income and capitalised labour This line item includes capitalised internal labour and other income primarily related to legal settlements. Other operating expenses Other expenses include marketing and other sales costs, network operations, customer- service costs, business-service costs, restructuring and other general expenses. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 50 Sunrise Annual Report 2025 I Operational & Financial Review Year ended 31 December 2025 compared to year ended 31 December 2024 Year ended 31 December Increase (decrease) CHF in millions, except percentages 2025 2024 CHF % Revenue 2,983.4 3,018.0 (34.6) (1.1) Direct costs (831.2) (830.1) 1.1 0.1 Personnel expenses (429.9) (407.0) 22.9 5.6 Other operating income and capitalised labour 63.3 68.1 (4.8) (7.0) Other operating expenses (623.1) (696.4) (73.3) (10.5) Operating income before depreciation and amortisation 1,162.5 1,152.6 9.9 0.9 Depreciation of right-of-use assets (129.9) (129.7) (0.2) (0.2) Depreciation and amortisation (936.4) (917.9) 18.5 2.0 Operating income 96.2 105.0 (8.8) (8.4) Financial income 425.8 257.7 168.1 65.2 Financial expenses (656.3) (742.6) (86.3) (11.6) Share of gains of affiliates, net 5.9 1.3 4.6 353.8 Loss before taxes (128.4) (378.6) 250.2 66.1 Income tax benefit 19.9 16.7 3.2 19.2 Net loss (108.5) (361.9) (253.4) (70.0) Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 51 Sunrise Annual Report 2025 I Operational & Financial Review Direct costs Year ended 31 December Increase (decrease) CHF in millions, except percentages 2025 2024 CHF % Residential customers 508.2 515.2 (7.0) (1.4) Business customers and wholesale 305.9 299.5 6.4 2.1 Infrastructure and support functions 17.1 15.4 1.7 11.0 Total 831.2 830.1 1.1 0.1 Residential customers. Total residential-customers direct costs decreased CHF 7.0 million or 1.4% during the year ended 31 December 2025, compared to the corresponding period in 2024, primarily due to (i) a decrease in fixed equipment costs driven by lower hardware- bundling activity, (ii) a decrease in direct usage cost following lower variable revenue and (iii) a decrease in mobile handset costs driven by lower handset sales volumes, partially offset by (iv) an increase in access costs from a different access mix and a growing base. Business customers and wholesale. Total business-customers and wholesale direct costs increased CHF 6.4 million or 2.1% during the year ended 31 December 2025, compared to the corresponding period in 2024, primarily due to (i) higher voice hubbing costs in line with higher voice hubbing revenue and (ii) higher FVNO-related hardware costs in line with higher FVNO-related revenues, partially offset by (iii) lower mobile handset costs driven by lower handset sales volumes and (iv) a decrease in direct usage costs following lower variable revenue. Infrastructure and support functions. Total infrastructure and support-functions direct costs increased CHF 1.7 million or 11.0% during the year ended 31 December 2025, compared to the corresponding period in 2024, primarily due to an increase of BTS-related costs. Personnel expenses Year ended 31 December Increase (decrease) CHF in millions, except percentages 2025 2024 CHF % Residential customers 141.8 143.6 (1.8) (1.3) Business customers and wholesale 80.3 78.8 1.5 1.9 Infrastructure and support functions 207.8 184.6 23.2 12.6 Total 429.9 407.0 22.9 5.6 Residential customers. Total residential-customers personnel expenses decreased CHF 1.8 million or 1.3% during the year ended 31 December 2025, compared to the corresponding period in 2024. Business customers and wholesale. Total business-customers and wholesale personnel expenses increased CHF 1.5 million or 1.9% during the year ended 31 December 2025, compared to the corresponding period in 2024. Infrastructure and support functions. Total infrastructure and support-functions personnel expenses increased CHF 23.2 million or 12.6% during the year ended 31 December 2025, compared to the corresponding period in 2024, primarily due to (i) higher share-based compensation mainly due to an employee stock purchase plan and the spin-off-related initial awards from Q4 2024 and (ii) higher pension expenses. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 52 Sunrise Annual Report 2025 I Operational & Financial Review


 
Other operating income and capitalised labour Year ended 31 December Increase (decrease) CHF in millions, except percentages 2025 2024 CHF % Residential customers 7.1 7.5 (0.4) (5.3) Business customers and wholesale 5.7 6.0 (0.3) (5.0) Infrastructure and support functions 50.6 54.6 (4.0) (7.3) Total 63.4 68.1 (4.7) (6.9) Residential customers. Total residential-customers other operating income and capitalised labour decreased CHF 0.4 million or 5.3% during the year ended 31 December 2025, compared to the corresponding period in 2024, primarily due to a decrease in capitalisable labour activities. Business customers and wholesale. Total business-customers and wholesale other operating income and capitalised labour decreased CHF 0.3 million or 5.0% during the year ended 31 December 2025, compared to the corresponding period in 2024, primarily due to a decrease in capitalisable labour activities. Infrastructure and support functions. Total infrastructure and support-functions other operating income and capitalised labour decreased CHF 4.0 million or 7.3% during the year ended 31 December 2025, compared to the corresponding period in 2024, primarily due to (i) a decrease in other operating income partially offset by (ii) an increase in capitalisable labour activities. Other operating expenses Year ended 31 December Increase (decrease) CHF in millions, except percentages 2025 2024 CHF % Residential customers 257.5 265.4 (7.9) (3.0) Business customers and wholesale 39.9 43.0 (3.1) (7.2) Infrastructure and support functions 325.7 388.0 (62.3) (16.1) Total 623.1 696.4 (73.3) (10.5) Residential customers. Total residential-customers other operating expenses decreased CHF 7.9 million or 3.0% during the year ended 31 December 2025, compared to the corresponding period in 2024, primarily due to (i) lower marketing spend and lower external sales commissions, (ii) lower supply-chain-related spend, (iii) lower IT-related project spend and (iv) a decrease from the phase-out of costs-to-capture synergies related to the Sunrise–UPC transaction, partially offset by (v) an increase in professional services mainly from higher consultancy spend and (vi) an increase in contact-centre costs due to higher call volumes. Business customers and wholesale. Total business-customers and wholesale other operating expenses decreased CHF 3.1 million or 7.2% during the year ended 31 December 2025, compared to the corresponding period in 2024, primarily due to (i) less project spend related to a large customer onboarding in the previous year, partially offset by (ii) higher external sales commissions. Infrastructure and support functions. Total infrastructure and support-functions other operating expenses decreased CHF 62.3 million or 16.1% during the year ended 31 December 2025, compared to the corresponding period in 2024. This includes a decrease of approximately CHF 25 million due to a transfer-pricing agreement with the relevant tax authorities covering shared technology-platform charges. The agreement establishes a mutually accepted cost amortisation for the covered period. The remaining decrease in other operating expenses is primarily due to the net effect of (i) lower cost from updated agreements post spin-off, (ii) a decrease in allowance for receivables, (iii) cost synergies from the Sunrise–UPC transaction (legacy UPC mobile core switch-off after migrating all legacy UPC mobile customers to the Sunrise mobile network), (iv) a decrease in network-related cost and (v) a reduction in supply-chain-related cost, partially offset by (vi) higher restructuring cost and (vii) an increase in legal contingencies. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 53 Sunrise Annual Report 2025 I Operational & Financial Review Depreciation and amortisation. Total depreciation and amortisation, including depreciation and amortisation of right-of-use assets, decreased CHF 18.3 million or 1.8% during the year ended 31 December 2025, compared to the corresponding period in 2024. Operating income. Operating income decreased CHF 8.8 million or 8.4% during the year ended 31 December 2025, compared to the corresponding period in 2024, driven by the aforementioned changes in revenue and expenses. Financial income. Financial income increased CHF 168.1 million or 65.2% during the year ended 31 December 2025, compared to the corresponding period in 2024, primarily due to an increase in foreign-currency transaction gains partially offset by a decrease in realised and unrealised gains on derivative instruments. Financial expenses. Financial expenses decreased CHF 86.3 million or 11.6% during the year ended 31 December 2025, compared to the corresponding period in 2024. The decline reflects lower foreign-currency transaction losses and reduced interest expense due to lower outstanding debt, partially offset by higher realised and unrealised losses on derivative instruments. Income tax benefit. Sunrise recognised income tax benefits of CHF 19.9 million during the year ended 31 December 2025 and income tax benefits of CHF 16.7 million during the year ended 31 December 2024. The increase in income tax benefit is primarily due to a decrease in current tax expense. Net loss. Net loss decreased CHF 253.4 million or 70.0% during the year ended 31 December 2025, compared to the corresponding period in 2024, due to the aforementioned changes in the above items. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 54 Sunrise Annual Report 2025 I Operational & Financial Review Adjusted EBITDAaL. Adjusted EBITDAaL is the primary measure used by the Sunrise chief operating decision maker to evaluate segment operating performance. Consolidated Adjusted EBITDAaL is reconciled to net income (loss) (the most directly comparable IFRS financial measure) within the section Summary financial information and operating data. Consolidated Adjusted EBITDAaL is a non-IFRS measure, which readers should view as a supplement to, and not a substitute for, IFRS measures of performance included in the Consolidated Statements of Income or Loss. The following table sets out the Adjusted EBITDAaL of the reportable segments of Sunrise, as well as its Consolidated Adjusted EBITDAaL: Year ended 31 December Increase (decrease) CHF in millions, except percentages 2025 2024 CHF % Residential customers 1,156.2 1,204.4 (48.2) (4.0) Business customers and wholesale 426.2 401.5 24.7 6.2 Infrastructure and support functions (575.5) (583.8) 8.3 1.4 Total 1,006.9 1,022.1 (15.2) (1.5) Adjusted EBITDAaL margin. The following table sets out the Adjusted EBITDAaL margins (Adjusted EBITDAaL divided by revenue) of each of the reportable segments: Year ended 31 December 2025 2024 Residential customers 54.9% 55.4% Business customers and wholesale 49.6% 48.4% Infrastructure and support functions N.M. N.M. N.M. – not meaningful Residential customers. Total residential-customers Adjusted EBITDAaL decreased CHF 48.2 million or 4.0% during the year ended 31 December 2025, compared to the corresponding period in 2024, primarily due to the net effect of (i) the aforementioned decrease in revenue of CHF 65.9 million or 3.0%, (ii) the aforementioned decrease in direct costs of CHF 7.0 million or 1.4%, (iii) a decrease in indirect costs of CHF 9.4 million or 2.3%, primarily driven by the aforementioned decrease in personnel expenses and other operating expenses partially offset by the aforementioned decrease in other operating income and capitalised labour (excluding, in each case, expenses for share-based compensation, restructuring and other) and (iv) a decrease in lease-related expenses of CHF 1.3 million or 2.5%. The Adjusted EBITDAaL margin decreased by 0.5% during the year ended 31 December 2025, compared to the corresponding period in 2024, due to a higher relative decrease in Adjusted EBITDAaL compared to revenue. Business customers and wholesale. Total business-customers and wholesale Adjusted EBITDAaL increased CHF 24.7 million or 6.2% during the year ended 31 December 2025, compared to the corresponding period in 2024, primarily due to the net effect of (i) the aforementioned increase in revenue of CHF 28.7 million or 3.5%, (ii) the aforementioned increase in direct costs of CHF 6.4 million or 2.1%, (iii) a decrease in indirect costs of CHF 1.6 million or 1.4%, primarily driven by the aforementioned decrease in other operating expenses partially offset by the aforementioned increase in personnel expenses as well as the aforementioned decrease in other operating income and capitalised labour (excluding, in each case, expenses for share-based compensation, restructuring and other) and (iv) a decrease in lease-related expenses of CHF 0.8 million or 5.9%. The Adjusted EBITDAaL margin increased by 1.2% during the year ended 31 December 2025, compared to the corresponding period in 2024, due to a higher relative increase in Adjusted EBITDAaL compared to revenue. Infrastructure and support functions. Total infrastructure and support-functions Adjusted EBITDAaL increased CHF 8.3 million or 1.4% during the year ended 31 December 2025, compared to the corresponding period in 2024, primarily due to the net effect of (i) the aforementioned increase in revenue of CHF 2.6 million or 17.8%, (ii) the aforementioned increase in direct costs of CHF 1.7 million or 11.0%, (iii) a decrease in indirect costs of CHF 1.2 million or 0.3%, primarily driven by the decrease in personnel expenses and the aforementioned decrease in other operating expenses partially offset by the aforementioned decrease in other operating income and capitalised labour (excluding, in each case, expenses for share-based compensation, restructuring and other) and (iv) a decrease in lease-related expenses of CHF 6.2 million or 4.6%. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 55 Sunrise Annual Report 2025 I Operational & Financial Review Year ended 31 December 2024 compared to year ended 31 December 2023 Year ended 31 December Increase (decrease) CHF in millions, except percentages 2024 2023 CHF % Revenue 3,018.0 3,035.2 (17.2) (0.6) Direct costs (830.1) (834.6) (4.5) (0.5) Personnel expenses (407.0) (416.7) (9.7) (2.3) Other operating income and capitalised labour 68.1 105.7 (37.6) (35.6) Other operating expenses (696.4) (758.8) (62.4) (8.2) Operating income before depreciation and amortisation 1,152.6 1,130.8 21.8 1.9 Depreciation of right-of-use assets (129.7) (128.0) (1.7) (1.3) Depreciation and amortisation (917.9) (992.1) (74.2) (7.5) Operating income 105.0 10.7 94.3 881.31 Financial income 257.7 574.7 (317.0) (55.2) Financial expenses (742.6) (957.2) (214.6) (22.4) Share of gains (losses) of affiliates, net 1.3 (0.3) 1.6 533.3 Loss before taxes (378.6) (372.1) (6.5) (1.7) Income tax benefit 16.7 59.9 (43.2) (72.1) Net loss (361.9) (312.2) (49.7) (15.9) Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 56 Sunrise Annual Report 2025 I Operational & Financial Review


 
Direct costs Year ended 31 December Increase (decrease) CHF in millions, except percentages 2024 2023 CHF % Residential customers 515.2 537.6 (22.4) (4.2) Business customers and wholesale 299.5 271.0 28.5 10.5 Infrastructure and support functions 15.4 26.0 (10.6) (40.8) Total 830.1 834.6 (4.5) (0.5) Residential customers. Total residential-customers direct costs decreased CHF 22.4 million or 4.2% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to (i) a decrease in interconnect and network-related costs and (ii) lower hardware costs from fixed-equipment sales driven by lower hardware-bundling activity. Business customers and wholesale. Total business-customers and wholesale direct costs increased CHF 28.5 million or 10.5% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to (i) higher voice hubbing costs in line with higher voice hubbing revenue and (ii) overall higher direct costs related to growth in the business-customers and wholesale segment. Infrastructure and support functions. Total infrastructure and support-functions direct costs decreased CHF 10.6 million or 40.8% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to other non-recurring items offset in indirect costs in 2023. Personnel expenses Year ended 31 December Increase (decrease) CHF in millions, except percentages 2024 2023 CHF % Residential customers 143.6 157.2 (13.6) (8.7) Business customers and wholesale 78.8 79.7 (0.9) (1.1) Infrastructure and support functions 184.6 179.8 4.8 2.7 Total 407.0 416.7 (9.7) (2.3) Residential customers. Total residential-customers personnel expenses decreased CHF 13.6 million or 8.7% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to lower payroll expenses as a result of lower residential- customer staffing levels. Business customers and wholesale. Total business-customers and wholesale personnel expenses decreased CHF 0.9 million or 1.1% during the year ended 31 December 2024, compared to the corresponding period in 2023. Infrastructure and support functions. Total infrastructure and support-functions personnel expenses increased CHF 4.8 million or 2.7% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to (i) higher pension expenses from a curtailment gain in 2023 due to a restructuring event, partially offset by (ii) lower payroll expenses as a result of lower infrastructure & support staffing levels and (iii) lower incentive-compensation costs driven by share-based compensation. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 57 Sunrise Annual Report 2025 I Operational & Financial Review Other operating income and capitalised labour Year ended 31 December Increase (decrease) CHF in millions, except percentages 2024 2023 CHF % Residential customers 7.5 9.1 (1.6) (17.6) Business customers and wholesale 6.0 7.3 (1.3) (17.8) Infrastructure and support functions 54.6 89.3 (34.7) (38.9) Total 68.1 105.7 (37.6) (35.6) Residential customers. Total residential-customers other operating income and capitalised labour decreased CHF 1.6 million or 17.6% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to a decrease in capitalisable labour activities. Business customers and wholesale. Total business-customers and wholesale other operating income and capitalised labour decreased CHF 1.3 million or 17.8% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to a decrease in capitalisable labour activities. Infrastructure and support functions. Total infrastructure and support-functions other operating income and capitalised labour decreased CHF 34.7 million or 38.9% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to (i) abandoned lease income in 2023 related to a former office building, (ii) income from legal contingencies in 2023 and (iii) a decrease in capitalisable labour activities in 2024. Other operating expenses Year ended 31 December Increase (decrease) CHF in millions, except percentages 2024 2023 CHF % Residential customers 265.4 269.4 (4.0) (1.5) Business customers and wholesale 43.0 43.0 0.0 0.0 Infrastructure and support functions 388.0 446.4 (58.4) (13.1) Total 696.4 758.8 (62.4) (8.2) Residential customers. Total residential-customers other operating expenses decreased CHF 4.0 million or 1.5% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to the net effect of (i) lower marketing costs, (ii) a decrease in contact-centre costs due to lower call volumes, (iii) the phase-out of costs-to-capture synergies related to the customer-migration projects from the Sunrise–UPC transaction, (iv) an increase in expenses for cloud-related projects and (v) an increase due to shop expansions. Business customers and wholesale. Total business-customers and wholesale other operating expenses remained unchanged during the year ended 31 December 2024, compared to the corresponding period in 2023, due to offsetting effects primarily from (i) lower sales costs driven by commissions and (ii) an increase in expenses for cloud-related projects. Infrastructure and support functions. Total infrastructure and support-functions other operating expenses decreased CHF 58.4 million or 13.1% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to the net effect of (i) lower restructuring spend, (ii) lower cost from updated agreements post spin-off, (iii) a decrease in expenses for contracting services, (iv) a decrease in expenses for cloud-related projects, (v) higher energy costs, (vi) an increase in software and hardware-related spend and (vii) an increase in allowance for receivables. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 58 Sunrise Annual Report 2025 I Operational & Financial Review Depreciation and amortisation. Total depreciation and amortisation, including depreciation and amortisation of right-of-use assets, decreased CHF 72.5 million or 6.5% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to the net effect of (i) a decrease associated with certain assets becoming fully depreciated and (ii) an increase associated with property, plant and equipment and intangible asset additions related to the expansion and upgrade of networks and other capital initiatives. Operating income. Operating income increased CHF 94.3 million or 881.3% during the year ended 31 December 2024, compared to the corresponding period in 2023, driven by the aforementioned changes in revenue and expenses. Financial income. Financial income decreased CHF 317.0 million or 55.2% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to a decrease in foreign-currency transaction gains, partially offset by an increase in realised and unrealised gains on derivative instruments. Financial expenses. Financial expenses decreased CHF 214.6 million or 22.4% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to a decrease in realised and unrealised losses on derivative instruments, partially offset by foreign-currency transaction losses. Income tax benefit. Sunrise recognised income tax benefits of CHF 16.7 million and CHF 59.9 million during the years ended 31 December 2024 and 2023 respectively. The decrease in income tax benefit is primarily due to the tax-audit settlement reached. Net loss. Net loss increased CHF 49.7 million or 15.9% during the year ended 31 December 2024, compared to the corresponding period in 2023, due to the aforementioned changes in the above items. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 59 Sunrise Annual Report 2025 I Operational & Financial Review Adjusted EBITDAaL. Adjusted EBITDAaL is the primary measure used by the Sunrise chief operating decision maker to evaluate segment operating performance. Consolidated Adjusted EBITDAaL is reconciled to net income (loss) (the most directly comparable IFRS financial measure) within the section Summary Financial Information and Operating Data. Consolidated Adjusted EBITDAaL is a non-IFRS measure, which readers should view as a supplement to, and not a substitute for, IFRS measures of performance included in the Consolidated Statements of Income or Loss. The following table sets out the Adjusted EBITDAaL of the reportable segments of Sunrise, as well as its Consolidated Adjusted EBITDAaL. Year ended 31 December Increase (decrease) CHF in millions, except percentages 2024 2023 CHF % Residential customers 1,204.4 1,241.0 (36.6) (2.9) Business customers and wholesale 401.5 379.0 22.5 5.9 Infrastructure and support functions (583.8) (576.4) (7.4) (1.3) Total 1,022.1 1,043.6 (21.5) (2.1) Adjusted EBITDAaL margin. The following table sets out the Adjusted EBITDAaL margins (Adjusted EBITDAaL divided by revenue) of each of the reportable segments: Year ended 31 December 2024 2023 Residential customers 55.4% 55.2% Business customers and wholesale 48.4% 48.8% Infrastructure and support functions N.M. N.M. N.M. – not meaningful Residential customers. Total residential-customers Adjusted EBITDAaL decreased CHF 36.6 million or 2.9% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to the net effect of (i) the aforementioned decrease in revenue of CHF 74.0 million or 3.3%, (ii) the aforementioned decrease in direct costs of CHF 22.4 million or 4.2%, (iii) a decrease in indirect costs of CHF 16.0 million or 3.8%, primarily driven by the aforementioned decrease in personnel expenses (excluding expenses for share-based compensation, restructuring and other) and (iv) an increase in lease-related expenses of CHF 1.0 million or 2.0%. The Adjusted EBITDAaL margin increased by 0.2% during the year ended 31 December 2024, as compared to the corresponding period in 2023, due to a lower relative decrease in Adjusted EBITDAaL as compared to revenue. Business customers and wholesale. Total business-customers and wholesale Adjusted EBITDAaL increased CHF 22.5 million or 5.9% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to the net effect of (i) the aforementioned increase in revenue of CHF 53.7 million or 6.9%, (ii) the aforementioned increase in direct costs of CHF 28.5 million or 10.5%, (iii) an increase in indirect costs of CHF 0.4 million or 0.3%, primarily driven by the aforementioned decrease in other operating income and capitalised labour (excluding expenses for share-based compensation, restructuring and other) and (iv) an increase in lease-related expenses of CHF 2.3 million or 20.0%. The Adjusted EBITDAaL margin decreased by 0.4% during the year ended 31 December 2024, compared to the corresponding period in 2023, due to a lower relative increase in Adjusted EBITDAaL as compared to revenue. Infrastructure and support functions. Total infrastructure and support-functions Adjusted EBITDAaL decreased CHF 7.4 million or 1.3% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to the net effect of (i) the aforementioned increase in revenue of CHF 3.1 million or 27.0%, (ii) the aforementioned decrease in direct costs of CHF 10.6 million or 40.8%, and (iii) an increase in indirect costs of CHF 20.9 million or 4.9%, primarily driven by the aforementioned increase in personnel expenses, the aforementioned decrease in other operating income and capitalised labour and the increase in other operating expenses (excluding, in each case, expenses for share-based compensation, restructuring and other). Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 60 Sunrise Annual Report 2025 I Operational & Financial Review


 
Liquidity and capital resources Sources and uses of cash Cash and cash equivalents At 31 December 2025, Sunrise had cash and cash equivalents of CHF 273.2 million, most of which were held by its subsidiaries. The terms of the instruments governing the indebtedness of certain of these subsidiaries may restrict the ability of Sunrise to access the liquidity of these subsidiaries. In addition, its ability to access the liquidity of its subsidiaries may be limited by tax, legal considerations and other factors. Corporate liquidity of Sunrise As Sunrise typically does not hold significant amounts of cash and cash equivalents at the corporate level, its primary source of corporate liquidity consists of, subject to the restrictions noted above, proceeds in the form of distributions or loans from its subsidiaries. From time to time, Sunrise may also supplement its sources of corporate liquidity with net proceeds received in connection with the issuance of debt instruments. No assurance can be given that any external funding will be available on favourable terms, or at all. The corporate liquidity requirements of Sunrise include (i) corporate general and administrative expenses, (ii) interest payments on the Sunrise Holding Senior Notes and (iii) dividends and other returns of capital. From time to time, Sunrise may also require cash in connection with (i) the repayment of third-party debt (including the repurchase or exchange of outstanding debt securities in the open market or privately-negotiated transactions), (ii) the satisfaction of contingent liabilities, (iii) acquisitions, (iv) other investment opportunities or (v) income tax payments. Liquidity of consolidated operating entities In addition to cash and cash equivalents, the primary source of liquidity of consolidated operating entities is cash provided by operations and any borrowing availability under the Sunrise Holding Bank Facility. The liquidity of the consolidated operating entities of Sunrise is generally used to fund (i) property and equipment additions, (ii) debt- service requirements, (iii) payments required by derivative instruments and (iv) payments associated with defined- benefit plans, as well as to settle certain commitments. In this regard, Sunrise has significant commitments related to certain operating costs associated with networks, purchase obligations associated with CPE, certain service-related commitments, programming-studio output and sports-rights contracts. These obligations are expected to represent a significant liquidity requirement of Sunrise consolidated operating entities, a significant portion of which is due over the next 12 to 24 months. From time to time, the consolidated operating entities of Sunrise may also require liquidity in connection with (i) acquisitions and other investment opportunities, (ii) loans and capital distributions to their intermediate holding companies or (iii) the satisfaction of contingent liabilities. No assurance can be given that any external funding will be available to its consolidated operating entities on favourable terms, or at all. For additional information regarding the Sunrise consolidated cash flows, see the commentary in the section Consolidated Statements of Cash Flows below. Capitalisation At 31 December 2025, the outstanding principal amount of Sunrise consolidated third-party debt, together with accrued interest, totalled CHF 4.4 billion, including CHF 0.5 billion that is classified as current in the Consolidated Statements of Financial Condition. As of 31 December, Sunrise has an extended maturity runway with no short-term maturities (c. 86% of debt becoming due in 2031 or thereafter). As of 31 December 2025, Sunrise was in compliance with its debt covenants. In addition, Sunrise does not anticipate any instances of non-compliance with respect to any debt covenants that would have a material adverse impact on its liquidity during the next 12 months. Sunrise believes it has sufficient resources to repay or refinance the current portion of its debt and lease obligations and to fund foreseeable liquidity requirements during the next 12 months. However, as maturing debt grows in later years, Sunrise anticipates it will seek to refinance or otherwise extend its debt maturities. No assurance can be given that Sunrise will be able to complete these refinancing transactions or otherwise extend its debt maturities. In this regard, it is not possible to predict how political and economic conditions, sovereign-debt concerns or any adverse regulatory developments could impact the credit markets Sunrise accesses and, accordingly, its future liquidity and financial position. The ability of Sunrise to access debt financing on favourable terms, or at all, could be adversely impacted by (i) the financial failure of any of its counterparties, which could reduce amounts available under committed credit facilities and adversely impact its ability to access cash deposited with any failed financial institution and (ii) any tightening of the credit markets. In addition, sustained or increased competition, particularly in combination with adverse economic or regulatory developments, could have an unfavourable impact on Sunrise cash flows and liquidity. For additional information regarding debt and lease obligations, see Notes 23 and 13, respectively, to the Consolidated Financial Statements. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 61 Sunrise Annual Report 2025 I Operational & Financial Review Consolidated statements of cash flows Year ended 31 December 2025 compared to year ended 31 December 2024 Summary. The Consolidated Statements of Cash Flows for the years ended 31 December 2025 and 2024, are summarised as follows: Year ended 31 December CHF in millions 2025 2024 Change Net cash provided by operating activities 1,215.2 1,279.1 -63.9 Net cash used in investing activities (503.8) (478.7) (25.1) Net cash used in financing activities (786.0) (454.4) (331.6) Effect of exchange rate changes on cash (4.0) 1.0 (5.0) Net increase (decrease) in cash and cash equivalents (78.6) 347.0 (425.6) Operating activities. The decrease in net cash provided by operating activities is primarily attributable to changes in cash provided by working-capital items which include a tax-audit payment of approximately CHF 26 million. Investing activities. The increase in net cash used by investing activities is primarily attributable to the net effect of (i) a decrease in net advances from related parties of CHF 112.7 million, (ii) a decrease in cash paid for other investing activities of CHF 45.6 million and (iii) a decrease due to lower capital expenditures of CHF 41.6 million, primarily due to the timing of payments for capital-related accrued liabilities, an increase in ice-hockey rights driven by the extension of the media partnership between Sunrise and the National League and by higher mergers and acquisitions, partially offset by an increased spend related to assets acquired under vendor financing and by lower property, plant and equipment and intangible asset additions. The capital expenditures Sunrise reports in its Consolidated Statements of Cash Flows do not include amounts that are financed under capital-related vendor financing. Instead, these amounts are reflected as non-cash additions to property and equipment when the underlying assets are delivered and as repayments of debt when the principal is repaid. A reconciliation of Sunrise consolidated property and equipment additions to the capital expenditures reported in the Consolidated Statements of Cash Flows is set out below: Year ended 31 December CHF in millions 2025 2024 Change Property, plant and equipment and intangible asset additions 478.7 509.9 (31.2) Mergers and acquisitions (asset deals) 10.2 — 10.2 Ice-Hockey rights 218.7 — 218.7 Assets acquired under vendor financing (57.5) (52.1) (5.4) Changes in current liabilities related to capital expenditures (including related-party amounts) (150.6) 83.3 (233.9) Capital expenditures 499.5 541.1 (41.6) Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 62 Sunrise Annual Report 2025 I Operational & Financial Review The decrease in property, plant and equipment, and intangible asset additions during the year ended 31 December 2025, compared to the corresponding period in 2024, is primarily attributable to the net effect of a decrease in expenditures for (i) capacity upgrades, (ii) a decrease in product and enablers mainly due to the phase-out of costs-to-capture synergies related to the Sunrise–UPC transaction, (iii) a decrease in coverage-related spend, (iv) lower baseline mainly due to the phase-out of costs-to-capture synergies related to the Sunrise–UPC transaction and (v) a decrease in expenditures for customer-premises equipment. During the years ended 31 December 2025 and 2024, Sunrise property, plant and equipment and intangible asset additions represented 16.0% and 16.9% of revenue respectively. Financing activities. The increase in net cash used by financing activities is primarily attributable to the net effect of (i) a repayment out of capital contribution reserves to shareholders of CHF 240.4 million, (ii) cash received in the form of debt borrowings of CHF 1,260.8 million, (iii) an increase in cash used for repayments of debt of CHF 158.7 million, (iv) cash used for payments of financing costs and debt premiums of CHF 19.3 million, (v) an increase in cash paid for principal-related derivative instruments of CHF 72.8 million and (vi) a decrease in capital contributions received from the former parent of CHF 1,106.2 million. Year ended 31 December 2024 compared to year ended 31 December 2023 Summary. The Consolidated Statements of Cash Flows for the years ended 31 December 2024 and 2023, are summarised as follows: Year ended 31 December CHF in millions 2024 2023 Change Net cash provided by operating activities 1,279.1 1,201.5 77.6 Net cash used in investing activities (478.7) (760.6) 281.9 Net cash used in financing activities (454.4) (440.1) (14.3) Effect of exchange rate changes on cash 1.0 1.7 (0.7) Net increase in cash and cash equivalents 347.0 2.5 344.5 Operating activities. The increase in net cash provided by operating activities is primarily attributable to the net effect of (i) an increase in cash provided by working-capital items and (ii) an increase in cash provided due to higher net cash receipts related to foreign-currency derivative instruments. Investing activities. The decrease in net cash used by investing activities is primarily attributable to the net effect of (i) a decrease in cash used of CHF 85.1 million associated with lower net cash paid for acquisitions related to the acquisition of the EBLT partner network in 2023 and (ii) an increase in cash used of CHF 73.1 million due to higher capital expenditures, primarily due to the timing of payments for capital-related accrued liabilities and increased spend related to assets acquired under vendor financing partially offset by lower property, plant and equipment and intangible asset additions mainly from the phase-out of costs-to-capture synergies related to the Sunrise–UPC transaction. The capital expenditures Sunrise reports in its Consolidated Statements of Cash Flows do not include amounts that are financed under capital-related vendor financing. Instead, these amounts are reflected as non-cash additions to property and equipment when the underlying assets are delivered and as repayments of debt when the principal is repaid. A reconciliation of Sunrise consolidated property and equipment additions to the capital expenditures reported in the Consolidated Statements of Cash Flows is set out below: Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 63 Sunrise Annual Report 2025 I Operational & Financial Review Year ended 31 December CHF in millions 2024 2023 Change Property, plant and equipment and intangible asset additions 509.9 537.7 (27.8) Assets acquired under vendor financing (52.1) (77.6) 25.5 Changes in current liabilities related to capital expenditures (including related-party amounts) 83.3 7.9 75.4 Capital expenditures 541.1 468.0 73.1 The decrease in property, plant and equipment and intangible asset additions during the year ended 31 December 2024, compared to the corresponding period in 2023, is primarily attributable to the net effect of (i) a decrease from the phase-out of costs-to-capture synergies related to the Sunrise–UPC transaction, (ii) an increase in baseline expenditures, including network improvements and expenditures for property, facilities and information-technology systems and (iii) an increase in expenditures for new-build and upgrade projects. During the years ended 31 December 2024 and 2023, Sunrise property, plant and equipment and intangible asset additions represented 16.9% and 17.7% of revenue respectively. Financing activities. The increase in net cash used by financing activities is primarily attributable to (i) repayments of debt of CHF 1,064.7 million and (ii) an increase of CHF 63 million in cash paid for principal-related derivative instruments, partially offset by (iii) cash received in the form of a capital contribution from the former parent of CHF 1,106.2 million. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 64 Sunrise Annual Report 2025 I Operational & Financial Review


 
Quantitative and qualitative disclosures about market risk Sunrise is exposed to market risk in the normal course of business operations due to its ongoing investing and financing activities. Market risk refers to the risk of loss arising from adverse changes in foreign-currency exchange rates and interest rates. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future profits. Sunrise has established policies, procedures and processes governing the management of market risks and the use of derivative instruments to manage exposure to such risks. Cash Sunrise invests its cash in highly liquid instruments that meet high credit-quality standards. At 31 December 2025, substantially all of the consolidated cash balance of Sunrise was denominated in Swiss francs. Foreign-currency risk Refer to Note 24 Financial Instruments & Risk in the Notes to the Consolidated Financial Statements. Interest-rate risk Refer to Note 24 Financial Instruments & Risk in the Notes to the Consolidated Financial Statements. Projected cash flows associated with derivative instruments The following table provides information regarding the projected cash flows associated with derivative instruments. The Swiss-franc equivalents presented below are based on interest-rate projections and exchange rates as of 31 December 2025. These amounts are presented for illustrative purposes only and will likely differ from the actual cash payments or receipts required in future periods. For additional information regarding derivative instruments, including counterparty credit risk, see Note 24 Financial Instruments & Risk in the Consolidated Financial Statements. Payments (receipts) due during: CHF in millions 2026 2027 2028 2029 2030 2031 2032 Total Projected derivative cash payments (receipts), net: Interest-related1 (70.3) (76.2) (72.9) (54.9) (42.2) (30.5) (19.3) (366.3) Principal-related2 0.3 — 85.2 251.6 1.5 — 149.7 488.3 Other3 (2.3) — — — — — — (2.3) Total (72.3) (76.2) 12.3 196.7 (40.7) (30.5) 130.4 119.7 1Includes (i) the cash flows of interest-rate cap, floor and swap contracts and (ii) the interest-related cash flows of cross-currency and interest-rate swap contracts. 2Includes the principal-related cash flows of cross-currency swap contracts. 3Includes amounts related to foreign-currency forward contracts. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 65 Sunrise Annual Report 2025 I Operational & Financial Review Shareholder Letter Sunrise at a glance Operational & Financial Review Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 66 Sunrise Annual Report 2025 I Sustainability Table of Contents | Sustainability 67 Facts & Figures 68 Message to the Stakeholders 69 Sustainability at Sunrise 71 Sustainability strategy 71 Sustainability organisation 78 ESG Risk management 79 People 82 People attraction, development, retention 82 Diversity, equity and inclusion 86 Employees’ health and well-being 89 Planet 91 Energy use and climate protection 91 Product design and circular economy 96 Non-ionising radiation (NIR) 100 Progress 101 Network quality and reliability 101 Digitalisation and innovation 103 User protection and satisfaction 105 Governance 107 Privacy and data security 107 Business ethics and governance 109 Responsible supply chain 110 Annex 112 Reporting basis and methodology 112 Key Figures 119 TCFD Report 127 Sustainability-linked debt instruments 135 GRI Content Index 136 Content index non-financial reporting (Swiss Code of Obligations) 140 Left Intentionally Blank 141 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 67 Sunrise Annual Report 2025 I Sustainability Shareholder Letter Sunrise at a glance Operational & Financial Review Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 68 Sunrise Annual Report 2025 I Sustainability Engagement Score in top 25% of peers -49% Scope 1 & 2 emissions (market-based) compared to base year 2022 -23% Scope 3 emissions compared to base year 2022 Digital inclusion: Contribution to over 600 Digi-Treffs & donation of >500 laptops Rewarded with the EcoVadis platinum medal again (top 1% of all companies rated) 31% women & 69% men among all employees Energy consumption: 96% from renewable & 4% from non-renewable sources 99.9% availability in each mobile and fixed network Stock-market ESG ratings: • ISS ESG Corporate Rating Prime (B-) • MSCI ESG AA • Inrate A- 197 vocational trainees in apprenticeship ~165,000 CPE items and accessories refurbished >22,000 mobile devices returned via trade-in programmes 100% of eligible employees completed the required mandatory training ISO 14001 ISO 27001 ISO 22301 ISO 20000 certified people planet progress & governance recognitions


 
Message to the Stakeholders Dear Readers, Over a year marked by regulatory uncertainties and a broader global slowdown in sustainability momentum, we at Sunrise have stayed the course. Our commitment to sustainability is not contingent on trends, it is an integral component in our approach to creating long-term value for our customers, our people and the community. Independent recognition, including the renewed ISO 14001 certification, EcoVadis Platinum and our strong first-time scores in relevant stock-market ESG ratings, such as an MSCI ESG rating of AA and an A- from Inrate, affirm that our strategy is sound and our progress is real. Raising our climate ambition This year, we developed our climate path from one with a medium-term lens (2032) to one with a long-term net-zero ambition by 2050 at the latest. The Science Based Targets initiative (SBTi) has validated our net-zero targets, reinforcing our principle of alignment with internationally recognised standards. This is also our contribution to Switzerland’s 2050 net- zero goal, a commitment we take seriously as a national player with a critical infrastructure. Targets alone are not enough. That is why we developed a transition plan that sets out how we will achieve net zero. We prioritise levers we directly control, such as our operations, energy sourcing and fleet transformation, while also focusing on areas where collaboration is essential, such as the decarbonisation of our supply chain and product-related considerations. We also broadened our focus beyond the transition to net-zero by strengthening our assessment of long-term climate-related risks. To this end, we enhanced our TCFD-based framework by incorporating quantitative scenario analyses, enabling more systematic identification and assessment of long-term climate-related risks and associated financial exposures. Partnering across our ecosystem Because a significant share of our footprint and future impact sits beyond our direct control, our Supplier Engagement Programme is crucial. The market currently lacks a standardised approach to supplier engagement and impact measurement. To advance in this area, we are adopting a tool-based approach that enables us to assess the status quo consistently across suppliers, derive insights at scale and tailor interventions. This will make progress measurable, repeatable and transparent, and will help us drive improvements where they matter most. Scaling circularity where it counts We concentrated on circularity across three priority areas: customer-premises equipment (CPE), mobile and network. In general, the monitoring of product and material flows was expanded. In the area of CPE, we sharpened our focus on tracking devices across their entire lifecycle and established an overarching KPI to guide this effort. We also strengthened coordination between the relevant areas to capture additional process synergies and define system boundaries. These enhancements enable us to advance our initiatives further across the full product lifecycle – from design and distribution through to reuse – supporting informed decision-making and driving measurable progress in operational efficiency and sustainability. Serving our customers with credible carbon insights Customer expectations have accelerated – especially in B2B – with growing demand for product-level carbon transparency to improve the quality of their carbon-footprint calculations. In response, we have prioritised the development of product carbon footprints (PCFs) for Sunrise products and services. This multi-year programme is building a robust, scalable methodology to support customer reporting and inform procurement decisions. Our goal is clear: provide data that customers can trust and solutions that help them meet their own climate targets. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 69 Sunrise Annual Report 2025 I Sustainability Empowering our people and strengthening inclusion In 2025, Sunrise achieved continued progress on gender balance in leadership, supported by targeted hiring guidance, enhanced career processes and deeper insights gained from an improved exit survey. The ECHO employee survey also ranked Sunrise in the top 25% of technology peers in terms of inclusion, employee engagement and professional growth, underlining the sustainable impact of its people, diversity and culture management. Digital inclusion remained a key priority in 2025 as we want to leverage our core business skills into providing social community support. Sunrise offered affordable subscriptions to low-income households, digital consultation and support, while donating more than 500 refurbished laptops. At the same time, we strengthened employee involvement in our sustainability journey: volunteering participation rose to 185 volunteering assignments, delivering tangible community impact. Looking ahead We will carry this discipline forward: setting credible targets, closely monitoring our progress and systematically strengthening our impact where it matters most. Where we cannot act alone, we will partner with industry peers, suppliers and policymakers to accelerate solutions. To our customers, employees, partners, and investors: thank you for your engagement and trust. Sustainability is a shared endeavour, and we are committed to doing our part with transparency, precision and continuity. Best regards, Thomas D. Meyer Chair of the Audit Committee Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 70 Sunrise Annual Report 2025 I Sustainability Sustainability at Sunrise Sustainability strategy Materiality assessment and matrix In 2024, Sunrise carried out a comprehensive reassessment of its previous double materiality from the year 2022. On one hand, Sunrise aimed to strengthen the resilience of its materiality by including not only internal but also external stakeholders and experts. On the other hand, the company sees it as best practice to review its materiality on a regular basis and to update it if necessary to take new standards and frameworks as well as regulatory developments in the area of sustainability into account; for example, the topic of biodiversity, which has received increased attention due to its inclusion in new regulations and frameworks. With the support of external experts, a long-list of potentially material topics, gathered from peers, international reporting standards and non-financial reporting obligations in Switzerland and the EU, was compiled as a basis. Afterwards, internal and external stakeholders were asked to assess a shortlist of these topics via survey or interview. All topics were evaluated in terms of their business relevance for Sunrise (outside-in) and the impact relevance on Sunrise within these topics for sustainable development, namely in the context of the environment, society and economy (inside-out). The reassessment resulted in 12 material and three non- material topics, grouped in the four strategic pillars: People, Planet, Progress and Governance, although the latter serves as a foundation for all other pillars and topics. The matrix was validated and ultimately approved by the Sustainability Steering Committee. The updated materiality matrix contains two new topics: «User protection and satisfaction» and «Non-ionising radiation (NIR)» were rated highly and are thus material for Sunrise. Biodiversity, on the other hand, was not assessed as material for Sunrise. Some other topics have been merged or elements within a topic have been removed during the reassessment. The foundation and focus topics are strategically relevant, which also implies that these topics are relevant to internal and/or external objectives across the organisation and to Sunrise non-financial reporting. The focus topics at the top right are of the utmost strategic relevance and ambition. The three topics in the bottom left-hand corner were assessed as non-material and are therefore not relevant for reporting purposes. However, these are monitored continuously internally. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 71 Sunrise Annual Report 2025 I Sustainability Company targets and their contribution to the SDGs As part of its sustainability strategy, Sunrise aims to contribute globally to sustainable development in line with the Sustainable Development Goals of the United Nations (SDGs). From the 17 global goals and 169 sub-targets, Sunrise prioritises eight SDGs to which its business model contributes in particular5. Since 2023, Sunrise has also been a signatory to the UN Global Compact and has committed to incorporating its ten principles in the areas of human rights, labour, environment and anti-corruption into the Sunrise strategy and everyday business. In line with its material topics and the eight prioritised SDGs, Sunrise has defined ambitious internal and/or external targets for all four pillars. These form the centrepiece of the Sunrise sustainability strategy. Some of these targets are part of the company’s overall sustainability target, which is used as a bonus metric and is therefore relevant for the remuneration of all employees and management. Further information on the remuneration of the Board and management can be found in the Compensation Report. An overview of all Sunrise sustainability targets is presented in the table below. Compared to the previous year, some targets were slightly reformulated. More details regarding the adjustments and progress made on the individual targets can be found in the corresponding chapter of the material topics. Company targets Target year Status Contribution to the SDGs People attraction, development and retention Sunrise strives to be in the top 10% of its peers with regard to the statement «I feel that I’m growing professionally» by 2030. The question is part of an employee survey and an indicator of employee development. 2030 8.0 points: target on track (Top 10% corresponded to a value of ≥8.1 points out of a possible 10 points in Q3 2025.) Target 4.4 By offering vocational training, internships and trainee programmes, Sunrise invests in the education of young people. Furthermore, by providing broad support for further training measures, Sunrise contributes to the employability of its employees and thus also to their long-term financial security. Target 5.8 Sunrise follows a proactive approach to promoting women in technical areas, providing a range of training courses and mentor/mentee programmes. The Sunrise goal is to achieve an engagement score within the top 25% of its peers by 2025. The Engagement Score is measured twice a year as part of an employee survey. 2025 8.2 points: target achieved (Top 25% corresponded to a value of ≥8.1 points out of a possible 10 points in Q3 2025.) Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 72 Sunrise Annual Report 2025 I Sustainability 5 The content of this publication has not been approved by the United Nations and does not reflect the views of the United Nations or its officials or Member States.


 
Company targets Target year Status Contribution to the SDGs Diversity, equity and inclusion Sunrise aims to achieve a share of women in leadership roles of at least 25% by 2030 (base year 2023: 16.9%). This target is connected to sustainability-linked debt instruments. 2030 18.9%: target on track Sunrise increased the share of women in leadership by 0.8 percentage points since the previous reporting. Target 5.5 Sunrise promotes women in leadership and management positions. Additionally, it promotes gender balance by engaging in the EqualVoice initiative. The goal is to obtain the Fair-ON-Pay Advanced certification, which confirms a pay difference that is statistically smaller than 2.5%. 2027 Target achieved in 2023 (certificate lasts until 2027) Target 8.5 Sunrise offers its employees fair, equal and attractive remuneration, and benefit offers and opportunities for progression. The company is committed to maintaining gender pay equity among its employees, which is confirmed by the award of the Equal Pay Certificate. The goal of Sunrise is to achieve an Inclusion Score average of ≥7.6 points by 2025 (base year 2022: 7.3 points out of 10). The Inclusion Score is measured annually as a part of the employee survey. The value is the aggregate of four values: Fairness, Acceptance, Belonging and Safety. 2025 8.6 points: target achieved Target 10.3 Sunrise promotes a diverse and inclusive culture, through established recruitment processes ensuring appropriate representation of the community and Sunrise customers among its workforce. Employees’ health and well-being Sunrise aims to maintain the sickness rate below 4% with the ambition of a reduction compared to previous years. yearly 2.8%: target achieved Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 73 Sunrise Annual Report 2025 I Sustainability Company targets Target year Status Contribution to the SDGs Energy use and climate protection Sunrise has set itself the goal of reducing Scope 1 and 2 GHG emissions by 51% by 2032 (base year 2022). This target is SBTi-validated and connected to sustainability-linked debt instruments. 2032 –49% compared to base year: target on track (–18% compared to the previous year) Target 13.2 Sunrise is committed to a science-based and gradual reduction of greenhouse-gas emissions. The Sunrise approach is threefold, focusing on avoiding unnecessary energy use, on increasing its energy efficiency and also on the quality of the electricity it purchases. Sunrise is committed to a reduction of 30% of its Scope 3 GHG emissions by 2032 (base year 2022). This target is SBTi-validated and connected to sustainability-linked debt instruments. 2032 –23% compared to base year: target on track (–12% compared to previous year) Sunrise aims to reduce the emissions from its vehicle fleet and focuses on its 100% electrification. Cars have been all-electric since 2024, and vans will be by the end of 2028. 2028 Sunrise is on track with regard to an overall all- electric fleet by 2028. 2024 target achieved: 100% all-electric cars Sunrise will purchase 100% renewable electricity every year. yearly 100%: target achieved Product design and circular economy The Sunrise goal for overall return with its trade-in programmes is 20,000 devices returned by 2025. 2025 40,530 returned mobile devices since 2022: target achieved Target 12.5 With the use of environmentally friendly materials for products and packaging, Sunrise strives to avoid plastic and waste. Also, Sunrise collects old devices. These are either refurbished and reused or recycled in an environmentally friendly way. Non-ionising radiation (NIR) Sunrise is committed to be fully compliant with mandatory radiation-limit values defined by the Swiss government. yearly Target achieved Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 74 Sunrise Annual Report 2025 I Sustainability Company targets Target year Status Contribution to the SDGs Network and service quality Sunrise aims to maintain very high network availability of >99.9%, in each mobile and fixed network. yearly Target achieved Target 9.1 The Sunrise network availability combines mobile and fixed connectivity and delivers world-leading high-quality high-speed data-connection types. Digitalisation and innovation In 2025, Sunrise aimed to scale up digital inclusion initiatives and related volunteering activities. 2025 Target achieved See section Digital inclusion Target 10.2 Sunrise promotes digital enablement and inclusion by providing affordable access and fostering digital skills for people with limited resources or in vulnerable situations. Through various volunteer-led initiatives and hardware donations, Sunrise helps individuals gain confidence in using computers, tablets and smartphones. With discounted mobile, TV and Internet subscriptions for Caritas KulturLegi card holders, Sunrise provides affordable digital access and technology for everyone. Privacy and data security The Sunrise goal is to achieve ISO 27001 Information Security Management System (ISMS) certification every year. yearly Target achieved Sunrise aims to achieve a 100% participation rate in mandatory e-learning courses every year. These include Security and Privacy. yearly Target achieved Business ethics and governance Sunrise aims to achieve a 100% participation rate in mandatory e-learning courses every year. These include Code of Conduct and Anti- Corruption. yearly 100%: target achieved Target 16.5 Sunrise is committed to conducting its business in accordance with ethical principles and in compliance with all applicable legal provisions in order to protect the interests of investors, employees, customers and the public. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 75 Sunrise Annual Report 2025 I Sustainability Stakeholder management Sunrise attaches great importance to regular contact and ongoing dialogue with its stakeholders. In this way, Sunrise aims to improve mutual understanding and create a basis of trust. The aim is to link stakeholder interests closely with the company’s business strategy and to identify trends at an early stage so that they can be incorporated into the strategy process. Sunrise uses a stakeholder map for specific and systematic stakeholder dialogue. The categories of organisations listed below are not exhaustive. They have been selected based on their relevance and possible influence on Sunrise. The company’s stakeholder activities include specific dialogue at local, national and international level, participation in committees and expert bodies, extensive information programmes and participation in international initiatives and cooperation. The stakeholder dialogue includes communication and active interchange with individual target groups and issue-related multi-stakeholder events. Employees Sunrise employs 2,985 people (headcount) in Switzerland and Portugal. Employee survey, social dialogue with employee representatives (Employee Representation Committee) Social partnership, vocational and further training, health and occupational safety, conditions of employment Customers (B2C & B2B) Sunrise provides services for residential customers (B2C) and for business customers (B2B, including wholesale). Customer surveys, direct dialogue Product quality, customer satisfaction, responsible business conduct, adherence to sustainability standards (ratings and certifications) Strategic partnerships Sunrise relies on strategic partners which, for example, provide critical infrastructure. Build to Suit (BTS) agreement with business partner Cellnex relating to antenna sites, partner networks Applicable law and regulations as stipulated Suppliers and business partners Sunrise procures items from several thousand suppliers, mainly in Switzerland but also in Europe and even globally. (New) Tender process, regular dialogue and knowledge exchange Reliable cooperation, responsible business conduct, compliance with laws and regulations, GHG- emissions data Authorities and legislators Telecommunications is a highly regulated industry. Accompanying and shaping the legal framework are therefore of crucial importance. For the Sunrise business model, the Department of the Environment, Transport, Energy and Communications (DETEC), the Federal Department of Justice and Police (FDJP), the Federal Communications Commission (ComCom), the Federal Competition Commission (COMCO) are particularly relevant governmental stakeholders. The Federal Department of Economic Affairs, Education and Research (EAER) and the Federal Department of Defence, Civil Protection and Sport (DDPS) are gaining increasing importance. Furthermore, cantonal and community authorities and related associations are also in scope. Sunrise team of experts to cover both lobbying and regulatory activities Amongst others, dialogue with legislators and authorities on a regular and established basis, including submission of statements during consultation procedures, lobbying with legislators and government officials on relevant legislative amendments (not exhaustive) No monetary contributions are made to political parties and/or individual legislators. Regulations regarding: • next reallocation of mobile frequencies • mobile-infrastructure roll-out (especially 5G) • security regulation (foreign-investment control, risk-vendor regulation, military requisition, network resilience in case of power shortage or outage, emergency calls) Stakeholder group Description Examples of stakeholder engagement Key topics Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 76 Sunrise Annual Report 2025 I Sustainability


 
Associations Sunrise participates in the following associations: • asut, the Swiss telecommunications association (includes sub-working groups, e.g., Sustainability) and cable-network operator association SUISSEDIGITAL • Swico for the Swiss recycling regime and occupational safety • Swiss Union of Small- and Medium-Sized Enterprises (sgv) • swisscleantech, association for climate- conscious entrepreneurship • CHANCE5G, as a co-founder and sponsor • Allianz Digitale Inklusion Schweiz (ADIS), as a co- founder and sponsor Participation through various communication channels (press release, website, social media) See regulatory key topics under authorities and legislators; digital inclusion Media and the public In particular, Swiss daily, economic, financial, consumer and specialist media as well as European specialist media are interested in Sunrise. Regular dialogue with journalists Economic and financial performance, strategy, infrastructure, products and services, and other corporate topics NGOs Sunrise partners with a number of NGOs, such as Caritas, Wir lernen weiter, Kinderschutz Schweiz, LernloftTREFF, Nachbarschaftshilfe Zürich and SRK to implement meaningful projects jointly. Regular dialogue Digital inclusion, hardware and financial donations, youth media protection Rating platforms and investors For the key clients of Sunrise, EcoVadis and CDP are important ratings. Due to the spin-off in the previous year, other ratings (ESG stock-market ratings) have gained importance, especially for investors. Dialogue exchange with rating platforms, enquiries from investors, AGM, investor conferences and roadshows Adherence to sustainability standards, sustainability strategy and ESG approach, profitability with stable distributions Stakeholder group Description Examples of stakeholder engagement Key topics Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 77 Sunrise Annual Report 2025 I Sustainability Sustainability organisation Sustainability is embedded throughout the company. The ultimate supervisory responsibility for sustainability lies with the Board, with one Board member dedicated to this topic area and the Audit Committee having specifically defined duties in the statement of purpose (see section on the Audit Committee in the Corporate Governance report). The main strategic responsibility at the executive-management level lies with the CEO, who sets sustainability ambitions and targets and chairs the Sustainability Steering Committee. As a direct report of the CEO, responsibility at top- management level lies with the Vice President (VP) Communications & Sustainability, who oversees the execution of sustainability issues. The VP Communications & Sustainability and the Sustainability Team, which is headed by the Senior Director Sustainability, are responsible for sustainability management. The VP Communications & Sustainability and the Senior Director Sustainability report to the Steering Committee on a quarterly basis on the priority focus areas of the business units. The Sustainability Steering Committee is made up of representatives from a variety of functions within the company who have a key role in driving sustainability initiatives. Its main role is to steer and monitor KPIs and target achievement. It also develops, implements and monitors initiatives and policies based on the sustainability strategy in collaboration with the Senior Director Sustainability and approves funding for projects. In addition, it reviews and advises on current and emerging sustainability issues, risks and opportunities that may impact the business, operations or performance of Sunrise. The Sustainability Working Group consists of members from all management levels. Its purpose is to support the Sustainability Steering Committee and the Sustainability Team with their input and expertise as well as with the advancement and implementation of sustainability activities and initiatives. Some members of the Sustainability Working Group have tasks in their role that are directly related to sustainability projects. Also, for certain cross-organisational topics, such as circularity, there are specific focus groups in place to better align initiatives within the company and the Working Group. As sustainability ambassadors throughout the company, the members of the Sustainability Working Group also act as a «transmission belt» between management and employees, facilitating the exchange of information. At the end of 2023, an e-learning programme addressing sustainability was introduced for the entire Sunrise GmbH workforce, which was completed by more than 80% of the employees two months after the launch and was mandatory for new joiners over the past two years. The e-learning programme is structured in line with the four pillars and the material topics and thereby gives employees an insight into the various sustainability issues that are in focus at Sunrise and the structure of sustainability governance within the company. An update of the e-learning programme is currently in progress in order to include changes to the sustainability strategy in recent years. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 78 Sunrise Annual Report 2025 I Sustainability ESG Risk Management Sustainability-related risks are embedded in the company’s overall risk management, which is described in detail in the Risk Management chapter of the Annual Report. The approach regarding ESG risks differs slightly since it is not just risks for the company itself that are considered but also risks with an external impact (see Materiality assessment and matrix). Therefore, Sunrise implemented the following risk-integration approach: 1) the identification of all risks and risk treatment and monitoring is carried out in line with the existing risk framework; 2) the risk assessment is then a twofold process with «risks to the business» assessed in line with the existing risk framework and «inside out risks» assessed in alignment with applicable frameworks. The list below, in the same order as the report, provides information on the Sunrise ESG risk portfolio of 2025, including the key ESG risks that the company is exposed to and focuses on. Climate-related risks are mentioned below but are discussed in more detail in the TCFD Report in the annex. Employees Talent attraction and retention The shortage of skilled workers remains a challenge in the Swiss labour market. If Sunrise was unable to effectively attract, develop and retain high-performing talent, this could pose a significant risk to Sunrise regarding long-term growth, innovation and competitiveness. • Focus on fair reward including regular compensation, benefit benchmarking and equal-pay certifications • Skills-based and leadership-development opportunities • DE&I strategy with initiatives and a culture focused on positive employee experience independent of one’s background, as well as belonging and inclusion • People attraction, development and retention • Diversity, equity and inclusion • Employees’ health and well-being Climate Contribution to greenhouse-gas (GHG) emissions Energy use is one of the major sources of global GHG emissions, and thus the main driver of climate change. Sunrise core operations consume significant amounts of electricity and therefore have an impact on GHG emissions. • Ongoing 100% renewable electricity purchasing • Efficient energy use across the Sunrise office spaces, technical sites and retail locations • SBTi-validated targets in place to align with global decarbonisation efforts • Energy use and climate protection • TCFD Report Product resource use and e-waste creation A significant portion of the environmental impact of Sunrise occurs through purchasing products and services, their use and disposal. This can contribute to resource depletion, e-waste and environmental degradation. • Energy-efficient devices using recycled materials where possible • Packaging using 100% recycled materials, and, where applicable, locally produced • Refurbishment and reusage processes in operation, and relevant guidance provided to customers • Product design and circular economy • TCFD Report Risk area Description Key mitigations Material topic & relevant links Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 79 Sunrise Annual Report 2025 I Sustainability NIR Electromagnetic fields and the alleged health risks Public concerns about the safety of 5G and other technologies – particularly electromagnetic fields – continue to influence decisions on antenna construction and operation. Sunrise engages with policymakers and industry stakeholders to address the potential impact of proposed regulations that may conflict with consumer expectations for broader coverage, faster speeds and higher data usage, while upholding its commitment to public health. • Compliance & certification: Sunrise meets all legal radiation limits and holds ISO 9001 certification for quality assurance • Co-founder of CHANCE5G and the research foundation FSM covering 5G technology, health and sustainability topics • Mature compliance-management system in place to manage existing compliance requirements • Non-ionising radiation • For further information: see Risk Management chapter in the Annual Report. Network Service performance and resilience Ensuring the stability of network operations and a high quality of telecom services is essential for ensuring the continuity of critical national infrastructure as well as facilitating the everyday life and businesses of customers. Sunrise infrastructure, whether owned or accessed via a third party, remains potentially vulnerable to disruption or damage from a multitude of events such as acute or chronic environmental causes, malicious acts, power outages, security breaches, operational issues, vendor failures or errors. The impacts from disruption can be wide ranging, encompassing harm to the brand and reputation, additional expenditures and even regulatory action. • Critical systems and infrastructure are subject to ongoing assessment to ensure redundancy, resilience and load balancing are appropriately addressed. This mindset also extends to vendor selection and set-up. • ISO 27001 certification: Information Security Management System • ISO 22301 certification: Business Continuity Management System • Mature crisis-management system • Network quality and reliability • For further information: see Risk Management chapter in the Annual Report. Technology Digitalisation and innovation Technological advances present opportunities to enhance product and service experiences as well as operational efficiency. On the other hand, Sunrise continues to monitor potential risks to the relevance of existing products and services as well as the consequences of using new technologies such as AI. • Digital/AI policies and workstreams well established with working protocols • Training/communications for end users • AI community of practice • Digitalisation and innovation Customers Customer satisfaction Sunrise strives to provide top-quality customer products, services and tools, but in such a competitive market, any customer dissatisfaction can have direct consequences, such as a deterioration in brand perception. • Monitoring customer-satisfaction measures and journey experiences to drive further enhancements • Provision of unique services as well as new products and tailored bundles • Observing political movements and the proposed introduction of new ordinances regarding user accessibility / safety requirements • Hardware products tested rigorously to ensure they meet all obligations • User protection and satisfaction Risk area Description Key mitigations Material topic & relevant links Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 80 Sunrise Annual Report 2025 I Sustainability


 
Cybersecurity Privacy and data security The frequency and volume of cyber attacks has been increasing globally. Sunrise systems, or those of its business partners, may be targeted by cyber criminals seeking to exploit vulnerabilities in systems or human interfaces resulting in a range of potential impacts including service disruption, fraud and misuse of information. Also, ensuring the data of customers and employees is adequately protected is critical to preventing negative impacts for Sunrise stakeholders and maintaining customer trust. • Robust information-security framework that is designed to identify threats early, allowing appropriate preventative measures to be taken and swift mitigation of incidents. This is also required of all relevant business partners. • Sunrise Cyber Defence department • ISO 27001 certification: Information Security Management System • Ongoing focus on companywide awareness measures and annual mandatory trainings • Privacy and data security • For further information: see Risk Management chapter in the Annual Report. Business ethics Anti-corruption and anti-bribery laws Sunrise remains committed to fair and transparent operating practices. Any perception that contradicts this undermines trust in the brand and business, and can lead to legal/regulatory consequences. • Anti-Bribery & Corruption (ABC) Policy and review process implemented • Whistleblower investigation mechanisms and anonymous reporting channel in place • Sunrise Code of Conduct and anti-corruption – training mandatory for all employees. Suppliers contractually required to comply. • New suppliers including outsourced service providers follow procurement selection process. • Business ethics and governance • Responsible supply chain Competition and Anti-Trust laws It is crucial for Sunrise to ensure fair and transparent operating practices. However, the Company operates in a market with limited participants. Should the regulator decide market practices may unfairly limit competition the consequences can include changes to operating practices, product restructuring or legal consequences. • Compliance Officer advises and supports the Board of Directors, the Executive Committee and all Sunrise employees to ensure compliance with competition law. • Training of employees via mandatory Sunrise Code of Conduct e-learning course. • Business ethics and governance Supply chain Environmental, labour and human rights through the supply chain Sunrise relies on a global supply chain that includes hardware, software and service partners. The further upstream in the supply chain, the more limited the visibility and influence over supplier practices, labour conditions and human rights. • Sustainable procurement assessment of new suppliers • Golden Rules set contracting and sustainable sourcing standards for suppliers. • Sunrise Vendor Code of Conduct: mandatory for suppliers to comply with Sunrise expectations including ethics, labour, environment and data • Compliance with the Swiss Ordinance on Due Diligence and Transparency in relation to Child Labour (DDTrO) including ongoing monitoring • Responsible supply chain Risk area Description Key mitigations Material topic & relevant links Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 81 Sunrise Annual Report 2025 I Sustainability People People attraction, development and retention Sunrise employees are the company’s most important resource and crucial to its business success. Employer attractiveness is therefore a high priority at Sunrise. It forms the basis for attracting new employees but is also central to their development and retention. To maintain its attractiveness and a high level of employee satisfaction, Sunrise offers its employees a wide range of learning opportunities. By actively supporting the professional growth of its employees, Sunrise aims to maintain a high degree of employee engagement, thereby enhancing employee satisfaction and performance. In addition, training and development opportunities for employees strengthen their employability, which can lead to individual economic security. Through the creation of jobs in the regions in which Sunrise operates, it can contribute further to the attractiveness of those locations and their innovative and economic power. Sunrise fosters the commitment and satisfaction of its employees by embracing a flexible working model that is enshrined in guidelines for flexible working and even for working abroad. Depending on the role of the employees, one of the three flexwork models is applied, with most employees able to work in the office or remotely for 2–3 days. This facilitates a range of lifestyles, promotes diversity among employees and rewards performance. The Sunrise Way of Working describes where, how and when employees work, takes individual working and living situations into consideration and offers flexibility and freedom. The basis for a culture in which every employee can feel confident is set out in the Sunrise Code of Conduct, the Human and Labour Rights Policy and further internal guidelines and policies. The responsibility lies with the Chief People Officer. Sunrise maintains an active partnership with the Swiss trade union, Syndicom. An update of the collective employment contract (CEC) with Syndicom was negotiated in 2025 and came into effect in January 2026. The updated CEC contains several new benefits in addition to the existing ones. For example, an extension of two weeks to maternity, paternity and adoption leave, the right to a reduction in degree of employment following parental leave and from the age of 58 onward, extra days off if Christmas Eve and New Year’s Eve fall on a weekend, and the right to two working days for personal development. The CEC applied to 63% of Sunrise staff (level 1–4) in the year under review. The most senior 37% of employees (level 5+), including the Executive Committee, are employed under the Terms and Conditions of Employment (TCE), which were also updated during the reporting year and set out, among other things, termination, holiday and leave, remote work, flexible time, training, insurance and other employee rights and obligations. The Employee Representation Committee is the representative body of Sunrise employees and consists of members from the various business units. It operates in close cooperation with the trade union and is in regular dialogue with the CEO, Executive Committee and People department. In 2025, Sunrise employed a total of 2,985 employees (FTE: 2,897), 98% of whom are in permanent employment. The majority of the workforce (89%) works full-time. Employees are located at the Sunrise headquarters in Zurich, at Bussigny and Manno, and in other office and retail locations across Switzerland. An additional 311 employees are located in Portugal, delivering call-centre and other business-relevant services. A detailed overview of employee data, scope and calculation methods can be found in the Annex. Employee Distribution by working model Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 82 Sunrise Annual Report 2025 I Sustainability 2,985 2,645 340 Total Full-time Part-Time 0 1,000 2,000 3,000 Attraction & retention Fair and equal recruitment, attractive compensation and benefits, and opportunities for development are critical elements for successful recruitment. The Sunrise talent-attraction framework advises and supports leaders in the recruitment process: • Employer branding: By showcasing its unique culture, values and opportunities, Sunrise is dedicated to creating and transmitting a strong, authentic and inspiring employer brand image. With this approach, it aims not only to attract future talents but also to foster a sense of belonging and purpose among its employees. • Talent sourcing & acquisition: Sunrise aims to build a pipeline and talent network of qualified candidates. It does so by actively seeking and engaging passionate candidates and experts while valuing inclusivity and diversity. This supports the identification, evaluation and selection of the best complementary candidates in order to find the finest and fastest solution to guarantee continuous resource availability. • Contingent workforce: If short-term resources are required, Sunrise works with stakeholders and external suppliers to maintain a steady workflow. In order to maintain and bond talents, Sunrise offers a contemporary job and reward framework and a wide range of benefits, including a better-than-market pension plan. With the Sunrise Ambassador Plan, employees receive discounted Sunrise products, such as mobile, TV, Internet and landline subscriptions. Their friends and family can also benefit from special offers. Sunrise employees benefit further from extended maternity leave of 18 weeks and paternity/adoption leave of 30 working days; both will be expanded further from next year onwards by the updated CEC. Additionally, Sunrise employees have the possibility to purchase up to three weeks of additional vacation time (time for money) or request between one and six months of unpaid leave. They also have two working days available for volunteering. Among others, Sunrise also offers preferential conditions on selected supplementary health insurances and the refund of a Half Fare Travelcard subscription. In 2025, a total of 288 new employees joined Sunrise, while 234 employees left the company. This resulted in an attrition rate of 9%, a two-percentage-point decrease compared to the previous year. Fostering employee engagement Engagement is a measure of how committed to, and enthusiastic, employees are about their work and the organisation. A variety of factors contribute to employee engagement, including organisational culture, working environment and development opportunities. At Sunrise, employee satisfaction is measured in the semi-annual ECHO survey (Engagement & Culture, Hearing the Organisation) through the engagement score, an indicator that includes not only the employee net promoter score (eNPS, likelihood of recommending Sunrise as a place to work) but also the questions relating to «belief» (likelihood of recommending Sunrise products and services to friends) and «loyalty» (likelihood of staying with Sunrise if offered the same job at another organisation). The engagement score represents the average score given by ECHO-survey respondents in response to these main engagement questions. In the reporting year, Sunrise achieved an engagement score of 8.2 points (out of 10) and therefore achieved its target to position itself within the top 25% of the technology benchmark6 by the end of 2025. In addition, the survey includes questions about the Sunrise values, inclusion, leadership promises and the Sunrise Way of Working. The results are used to design initiatives to work continuously on the company’s culture and give its employees a voice. People development Sunrise ensures inclusive, equitable and high-quality education and lifelong learning opportunities for all employees. This commitment is evident in the significant investment made in developing employees at all levels, including vocational trainees, interns, graduates and in ongoing learning opportunities for all employees and leaders. The communication via multiple channels, such as the intranet and learning-management system, makes sure that all employees are fully informed about the development opportunities available. In 2023 and 2024, Sunrise laid the foundation for a skills-based People Journey. By aligning skills and career goals with the company's strategy, Sunrise creates an environment in which everyone can thrive and contribute to the future success. This approach empowers every employee to take control of their own development and ensures that skills are a central part of development discussions. In the previous year, Sunrise launched its new internal Career and Manager Insights Hubs. With the Career Hub, every employee can easily manage his or her skills and career interests. The more complete the employee’s profile, the better the platform can create tailored recommendations to support career ambitions. This includes suggestions for mentorships, Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 83 Sunrise Annual Report 2024 I Sustainability 6 Every quarter, Peakon updates its industry benchmarks using data from the past 12 months, and Sunrise adjusts its target values in Q3 based on the technology benchmark to ensure it remains in the top 25% among its peers. learning activities and internal job opportunities. The Manager Insights Hub gives powerful insights to leaders into their team’s skills, learning history, feedback and interests, empowering them to support their employees in their development. The new Learning Management System (LMS) centralises all learning content in one easy-to-navigate platform. In the year under review, Sunrise achieved 8.0 points7 (out of 10) with regard to the statement «I feel that I’m growing professionally» within its employee survey. This value shows that Sunrise is within the top 25% of its peers and has therefore made good progress towards its target of ranking among the top 10% of its peers by 2030. Personal Learning & Development Sunrise sees continuous learning, development and upskilling as an integral part of its culture. The personal-development approach of Sunrise is tailored to individual learning styles, offering a blended learning approach, with face-to-face sessions and fully digital options. This includes coaching and mentoring, as well as workshops to strengthen key skills such as communication or problem solving. Since the previous year, all employees have access to AI-curated courses tailored to their skills and interests from a leading online- learning platform with more than 20,000 courses. The People department has furthermore been systematically curating focus topics relevant for the company, such as change adaptability or project management, during the reporting year. Additionally, employees benefit from discounts for Digicomp, which offers a wide range of training courses in the areas of IT, IT management and soft skills, held at training centres in five major Swiss cities. RiseUP Initiated in 2022, RiseUP is the Sunrise platform for leadership development. It creates transparency around what great leadership looks like and supports leaders in building the skills and knowledge to succeed. RiseUP tackles real business challenges and addresses leadership needs distinctively, aligning leaders to strategic priorities, strengthening teams and enabling cross-functional collaboration. It also creates space for peer learning, where leaders exchange insights, creating a shared leadership culture. In 2025, the focus lay on strengthening outcome- driven leadership, designed to equip leaders with practical tools to strengthen high-performing, motivated teams. Sunrise launched a Leadership Onboarding journey via face- to-face workshops and bite-sized learning modules, with the objective to immerse leaders in the Sunrise culture and to equip them with key knowledge and tools to manage employees effectively from day one onwards. Furthermore, the company introduced new e-learnings on leadership essentials and launched a tailored development path for its shop managers with face-to-face power sessions. 7 Every quarter, Peakon updates its industry benchmarks using data from the past 12 months. Sunrise adjusts its target values every Q3 based on the technology benchmark in order to measure its status in comparison to its peers. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 84 Sunrise Annual Report 2025 I Sustainability 7 Every quarter, Peakon updates its industry benchmarks using data from the past 12 months, and Sunrise adjusts its target values every October based on the technology benchmark to ensure it remains in the top 25% among its peers. 2,897 employees (FTE) 9% attrition rate 8.2 points in engagement score 100% employees received regular performance an career-development reviews


 
Career start at Sunrise With its Early Careers Programmes Sunrise invests in young talents. Sunrise offers vocational education programmes in five professions (Business Administration, Computer Science, Multimedia, Sales and Customer Service). These offer vocational trainees insights into various parts of the industry. Sunrise further fosters the vocational-trainee community through a range of events and two camps every year. On average, two thirds of vocational trainees are offered a job in the company after their graduation. The year under review was again a very successful one for vocational trainees at Sunrise: 98% of them successfully passed their final exams in July 2025. For outstanding vocational trainees, Sunrise offers the «Rising Star» talent programme. It includes additional individual training courses (own projects, supplementary courses, more complex tasks), and work in challenging departments. On top of that, guaranteed employment is offered to these rising stars following their vocational education. In 2025, a total of 15 vocational trainees (8% of total vocational trainees)8 benefited from this programme. For students Sunrise offers an Internship and a Graduate Programme. The Internship Programme lasts 3–12 months and is intended for students who are currently enrolled in a bachelor's or master's degree programme or graduates who have completed their degree within the past 12 months. The Graduate Programme is a comprehensive training and development initiative designed for recent master’s degree graduates. Spanning 24–36 months, it offers rotations across departments, providing a holistic understanding of the organisation. Sunrise provides graduates with personalised support and guidance through mentoring and regular feedback sessions, while also fostering a strong community through various events and learning sessions held throughout the year. Career Journey Performance Management and Talent Management, the two components of the Sunrise career journey, define how the company enables the ongoing growth and effectiveness of its employees. Performance at Sunrise is anchored in three key criteria: achieving targets, living the values and continuously developing the skills needed for the future. With structured feedback, targeted upskilling and a culture that embraces continuous learning, Sunrise employees become empowered to grow, advance and thrive. Regular Connected Conversations form the backbone for this development approach. At Sunrise, every employee is in the driving seat for their own performance and growth and is encouraged to hold quarterly conversations with the line manager to review targets, to exchange ongoing feedback and to discuss career ambitions and development opportunities. Career progression at Sunrise is not limited to moving up the career ladder; it also includes taking on new challenges, building new skills or exploring different roles at the same level across the company. In 2025, 100% of Sunrise employees received regular performance and career- development reviews. Vocational Trainees Distribution by gender and professions Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 85 Sunrise Annual Report 2025 I Sustainability 8As of August 2025 (before graduation) 17% 17% 61% 35% 19% 39% 12% Business Administration Computer Science Men Sales Multimedia Women Customer Service Diversity, equity and inclusion Sunrise believes that diversity and the provision of equal opportunities for all are critical to an engaging and inclusive culture and the company’s long-term success. The culture is guided by clear values that are set out in the Sunrise Code of Conduct and embedded in the Sunrise DE&I strategy. At Sunrise, diversity, equity and inclusion (DE&I) are represented in its core value #ONE. This value is reflected in the company’s culture framework and acknowledges the key importance of cultivating an inclusive and diverse culture that provides equal opportunities for all employees and actively prohibits discrimination and harassment. A diverse and inclusive culture not only contributes to the attractiveness of Sunrise as an employer and higher employee engagement, but also promotes inspiration and new perspectives, leading to increased creativity and innovation and thus better business performance. Also, a feeling of belonging at the workplace can positively impact the private social environment of Sunrise employees and consequently influence inclusivity and equal opportunities in the local community. DE&I Strategy Framework In February 2023, Sunrise developed its DE&I strategy, the YouBelong! Strategy Framework, to lay the foundation for fostering a diverse and inclusive culture. It translates into a concise roadmap, which focuses on achieving measurable impacts in two core areas: a) Providing equal opportunities to advance and thrive within Sunrise; and b) Promoting a culture of mutual respect, appreciation and openness to different backgrounds and perspectives. The core People processes and platforms, such as recruitment, learning and leadership development, are designed in line with this Strategy Framework, and focus is also given to creating accountability and backing for the YouBelong! ambitions not just in the human- resources functions, but in the entire organisation. Over the past three years in particular, the focus has been very much on treating DE&I not as a siloed initiative, but as an initiative that is embedded in overall decision making and processes, and thoroughly connected to topics of general organisational and business relevance. The YouBelong! Steering Committee, including the CEO and Executive Committee, is responsible for the implementation and achievement of the relevant KPIs. The YouBelong! Collective continues to drive the agenda by uniting four employee networks (Gender, Rainbow – LGBTQIA+, Race & Ethnicity and Ability & Neurodiversity) with business-unit SPOCs (Single Point of Contact) appointed to act as the «Voice of Business». It coordinates efforts and resources, engaging teams such as People and Compliance to align actions, training and communication with organisational targets. The General Counsel & Chief Corporate Affairs Officer serves as Executive Sponsor. An updated YouBelong! Strategy Framework 2030 with a concrete action plan for the years to come will be rolled out from 2026 onwards. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 86 Sunrise Annual Report 2025 I Sustainability 78 nationalities among Sunrise employees 8.6 points in average inclusion score (2025 target; 7.6) <2.5% pay difference 18.9% women in leadership roles (2030 target 25%) Fostering a diverse culture The principles of non-discrimination, equity and inclusion are defined in the Sunrise Code of Conduct. The Code promotes the behavioural values of respect, honesty and dignity, which form part of the company’s mandatory and yearly Code of Conduct training for all employees. The commitment of Sunrise to diversity and inclusion is further reflected in a number of other policies, such as the Sunrise Anti-Discrimination Policy and the Human and Labour Rights Policy, which define mediation and complaint procedures and identify the points of contact for complaints, such as the independent whistleblowing process (see the section Business ethics and governance). In 2025, the People department participated in a training course about #ONE in Action which focuses on inclusion and equal opportunities in daily working life and on ways to understand and address biases and microaggressions. The overall objective is to gain the basic understanding and skills needed to become a promoter of #ONE culture within Sunrise and to establish individual commitment, team rules and actions with clear accountability. Overall, since 2023 more than 650 employees and leaders across all business units have participated in training sessions dedicated to creating a work environment with a greater sense of belonging so that everyone can achieve their full potential and drive innovation and high performance. Additionally, a YouBelong! Leadership onboarding call for newly joined leaders was launched in 2025 and continues on a monthly basis. As part of its employee survey ECHO, Sunrise attempts to understand the mood of all its employees once a year, with a focus on «belonging». The questions address their experiences at Sunrise regarding inclusive behaviour and culture. As part of its company sustainability targets, Sunrise has set itself the goal of achieving an average inclusion score of 7.6 points (out of 10) in 2025 (baseline 2022: 7.3 points). This value is the aggregate of four values from the employee survey: Fairness, Acceptance, Belonging and Safety, each with two questions. In 2025, the survey showed an average inclusion score of 8.6 points (2024: 8.5 points). In order to be able to compare the Sunrise inclusion score to a technology benchmark, the current question set was enlarged in the 2025 ECHO survey with the benchmarked questions based on the three drivers diversity, inclusiveness and non-discrimination. The results showed that Sunrise is in the top 25% of its peers. The increase in the average inclusion score as well as the positive rating of the benchmarked diversity and inclusion score indicates the effectiveness of the DE&I strategy and its actions towards fostering a more inclusive and belonging culture with fair opportunities for everyone. From 2026 onwards the benchmarked diversity and inclusion score will replace the former average inclusion score. As a follow-up from the previous inclusion score results in 2024, the fostering of an improved inclusive work environment («belonging») through individual development and coaching measures for particular leaders and teams was an important factor. These customised measures led to improvements in the 2025 inclusion-score results, highlighting that the inclusion score is also influenced by team leaders and their leadership style, among other factors. These individual development measures for leaders will be continued in 2026. In addition, continuous communication is carried out on a variety of internal channels, with a clear ambition to give people guidance, stress the importance of Sunrise values and also build a bridge to other relevant topics in the organisation and for the employees. A very successful example was the articles and employee portraits in the EqualVoice United magazines in September and December 2025 positioning Sunrise as an employer who is pushing for more diversity in technology areas to boost innovation. During 2025, the employee networks made sure to celebrate high-impact dates like the end of Ramadan, mental-health awareness month, Pride month, South Asian heritage months with a Bollywood dance workshop, black-history month and more, offering safe spaces to meet, learn, exchange and connect. Another highlight was the half day «POWER Up» community learning and networking event for all women in core and senior leader roles at the beginning of December, with the objective to strengthen authentic leadership and foster meaningful connections. This session was a successful collaboration between the YouBelong! and RiseUp teams and was facilitated by an external partner. The road towards gender balance Sunrise strives towards gender balance in its own operations, with more women in leadership and management positions. Nevertheless, there is still room for further progress and Sunrise is pursuing this with high priority. For example, an internal guide was created for the relevant People teams to make gender balance and diversity matters a topic in regular touchpoints with leaders and in career reviews with business units. Also, an enhanced exit survey was implemented in the standard leaver’s process with specific focus on women who leave the company. This makes it possible to derive effective follow-up measures and increase retention in the long run. In addition, a tailored ambition was set out for each business unit – underlining the commitment to a proactive approach to promoting diverse teams. Regular follow-ups between People and the business-unit heads helped to monitor closely the progress. Additionally, quarterly reviews by the Executive Committee are in place. The company aims to increase the percentage of women in leadership roles from 16.9% in 2023 to 25% by 2030. With 18.9% of women in these roles in 2025, Sunrise has been able to make some progress towards achieving this goal. A detailed overview of diversity at Sunrise can be found in the Annex. In addition, Sunrise is part of Ringier’s EqualVoice initiative, which promotes gender equality and enables women to have an equal voice and participation in political, economic and social affairs. This commitment is set out in the EqualVoice charter. Moreover, Sunrise has further strengthened its commitment to gender equality in the Swiss economy with the Advance Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 87 Sunrise Annual Report 2025 I Sustainability Diversity charter. Sunrise uses the EqualVoice algorithm to measure gender representation in press releases and in social-media content. Over the past four years, visibility for both women and men has improved significantly. Today, the EqualVoice factor averages around 0.5 across channels such as press releases, LinkedIn and Instagram, indicating an almost equal gender balance, with women and men each accounting for about 50% of media visibility. Through its membership of Advance, Switzerland’s leading business association for gender equality, the company provides training courses for women (e.g., Improving Negotiation Skills) and has set up a mentoring programme in which talented women are paired with a mentor at executive-management level to develop women for leadership positions in the long term. Sunrise also participated in the Gender Intelligence Report 2025 from Advance and the University of St. Gallen, which focuses particularly on power distribution and corresponding gaps and potential measures to create more gender equity. Further supporting activities related to gender balance included the yearly celebration of International Women’s Day 2025 and International Men’s Day 2025. In 2025, the focus lay on health and well-being topics (see the section Employees’ health and well-being). Sunrise is committed to maintaining gender pay equity among its employees. This is confirmed by the Equal Pay Advanced Certificate, which guarantees that the pay difference is statistically smaller than 2.5%,9 and which Sunrise was awarded in September 2023 to last until 2027. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 88 Sunrise Annual Report 2025 I Sustainability 9 The tolerance threshold set by the Swiss government is 5%.


 
Employees’ health and well-being The physical and mental well-being of employees is a high priority at Sunrise. The company offers a wide range of health-promotion services and aims to ensure that its employees feel good, are fit and motivated. The Sunrise business activities pose only very low risks of injury for its employees. The main focus is therefore on health and well-being rather than safety. The company’s health concepts concentrate on maintaining and sustaining the physical and mental well-being of its employees – both in the short and long term. These measures contribute to the resilience and employability of employees, and thereby ultimately to their economic security. Furthermore, employee well-being and resilience form the basis for the continuous and high-quality delivery of Sunrise products and services, and for its continued economic profitability. Sunrise health management and frameworks Health protection and well-being are governed by comprehensive concepts which are based in the Sunrise Code of Conduct and the Sunrise Occupational Health and Safety Concept. Additionally, Sunrise has issued various factsheets on the processes that address sickness and accidents. The responsibility for health and well-being topics lies mainly with the People department. Sunrise health management is based on the three pillars «Prevention», «Early detection» and «(Re-)integration» to ensure a holistic view of health and sickness. Health management at Sunrise is intended to help reduce absences in a targeted and preventive manner, provide employees with comprehensive support in challenging times and facilitate (re-)integration. Sunrise has generous sick-leave insurance ensuring payment of 100% of the salary (net) for up to 730 days and in the case of occupational and non-occupational accidents Sunrise insures 100% of the net salary and with this goes beyond the coverage of the mandatory accident insurance. Furthermore, employees benefit from supplementary accident insurance. This covers, among other things, medical treatment in a private ward in the case of hospitalisation, and additional services such as search-and-rescue costs. Promoting health and well-being Sunrise aims to promote lastingly the health and well-being of its employees and to boost their motivation through market-competitive working conditions and benefits. For that, Sunrise offers various benefits and incentives to its employees, such as the possibility of extended vacations, including vacation purchase and unpaid leave, the Sunrise Sport offers (e.g., running, yoga, boot camp, free entry tickets to the Ambassador House gym and more) or free flu vaccinations annually. Also, the workplaces in the offices are ergonomically designed and equipped with appropriate office chairs and standing desks, quiet booths for focused work and club zones to foster regular exchange with colleagues. Over the past years, Sunrise has given special focus to mental health. During the reporting year, Sunrise entered into a new partnership with Swiss start-up Kyan Health. Kyan offers solutions that promote mental health and provide support in crisis situations, replacing the previous offerings from Headspace (app) and Lyra (external provider for professional psychological counselling). The offers are varied: interactive stress tests, guided meditations and breathing exercises, or simply small prompts for everyday life. Employees also have confidential access to certified coaches and psychologists, free of charge for up to four sessions per year and available in over 40 languages. No personal data is transferred between Kyan and Sunrise, ensuring that personal data is always protected. In 2025, the company promoted mental health and well-being through diverse initiatives and events. The year kicked off with a keynote address by a former Olympic swimmer and MindGym founder, equipping employees with practical tools to build healthy habits. During Mental Health Awareness Month in May and World Mental Health Day in October, Sunrise celebrated with activities such as yoga, guided meditation, lunchtime walks, online courses and workshops with partners. Furthermore, health and well-being were central topics for International Women’s Day and Men’s Day. In November, Men’s Day highlighted fitness, men’s health and social challenges. For Women’s Day in March, Sunrise organised a keynote speech by a certified nutritionist and health coach on achieving vitality and balance through nutrition. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 89 Sunrise Annual Report 2025 I Sustainability 2.8% sickness rate With regard to health, the aim of Sunrise is to maintain the sickness rate below 4%, with the ambition of a reduction compared to previous years. For the year under review, Sunrise experienced a sickness rate of 2.8% and thus achieved its target. To assess the effectiveness of its measures, Sunrise monitors its monthly HR reports in which the company tracks and analyses the number of short- and long-term sicknesses. Sunrise also has access to an overview dashboard from Kyan which displays important well-being indicators such as an overall well-being score for the company and a breakdown by drivers of well-being, both based on aggregated data. Employee safety Although safety was not rated as highly relevant in the 2024 materiality reassessment due to limited exposure in Sunrise business activities, the company remains committed to providing a safe and healthy environment: • Several safety guidelines and concepts are available and accessible to all Sunrise employees. • A yearly mandatory e-learning on occupational health and safety for all employees is in place. • The Sunrise Occupational Health and Safety Concept defines measures and responsibilities, and stipulates specific training courses covering the various activities of Sunrise employees (e.g., regular courses for employees performing activities at antenna and landline sites). • Part of the concept is the Swico industry solution for occupational safety, within which Sunrise is audited by Swico on a regular basis and must report hazards and the corresponding measures annually via the Swico platform. • The Sunrise evacuation concept was redesigned in 2025 and adapted to modern working methods such as flex-work and home office. • Safety is also important in the upstream value chain, mainly in relation to the employees of strategic partners and suppliers. Compliance with security requirements is therefore an essential part of the Sunrise Vendor Code of Conduct. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 90 Sunrise Annual Report 2025 I Sustainability Planet Energy use and climate protection Climate change affects all of us. With its approach to energy use and climate protection, Sunrise aims to reduce direct and indirect greenhouse-gas (GHG) emissions along its entire value chain and to mitigate risks and negative impacts to the environment and affected stakeholders. Sunrise can improve its environmental footprint by reducing emissions within its own operations. Nevertheless, the majority of GHG emissions is generated indirectly in the upstream value chain. Therefore, Sunrise includes its suppliers in GHG-reduction initiatives. In this way, Sunrise not only has a positive impact on global warming but also minimises exposure to possible future taxation, regulation and risks regarding energy-price fluctuations, which can ensure business stability in the medium and long terms. Setting the framework for energy use and climate transition In order to establish rules and a common understanding of the topic, the Sunrise Environmental Policy serves as a reference document that sets out the company’s commitment to acting in accordance with international frameworks such as the United Nations Sustainable Development Goals (SDGs) and the 2015 Paris Climate Agreement. The Policy aims to guide the actions of all employees, members of the Executive Committee, business partners and other representatives of Sunrise. The Sunrise Vendor Code of Conduct and other related internal guidelines complement the Environmental Policy with a focus on the upstream value chain. Owing to the broad subject area, responsibility for operational implementation and target achievement lies with several members of the Executive Committee, including the Chief Financial Officer, Chief People Officer, Chief Consumer Officers and Chief Executive Officer. To strengthen this topic within the company, Sunrise has implemented an ISO 14001- certified environmental management system (EMS) that reports, evaluates and monitors progress towards its reduction targets. The EMS covers all business units and the necessary processes and operations of telecommunication and broadcasting services and the distribution of products for information systems delivered from all Sunrise locations. Furthermore, the company reported its energy consumption and associated GHG emissions to the Carbon Disclosure Project (CDP), achieving a B rating in 2025. The core of the Sunrise climate strategy is the Transition Plan towards a net-zero future, which is outlined in the following section. The disclosure of climate-related impacts, risks and opportunities can be found in the TCFD (Task Force on Climate-related Financial Disclosures ) Report in the Annex. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 91 Sunrise Annual Report 2025 I Sustainability Transition Plan The development of a transition plan, with a focus on setting and meeting emission- reduction targets, was a priority for Sunrise in 2025. The company had already established near-term emission-reduction targets during the previous year and, in 2025, formalised its long-term net-zero ambition. It ensures that Sunrise will reach net-zero emissions within its own operations and throughout its value chain by 2050 at the latest, which is in line with Switzerland's objective. Specifically, the company aims to: In the near-term: • Reduce its total scope 1 & 2 GHG emissions by 51% by 2032 (base year 2022) • Reduce its scope 3 GHG emissions by 30% by 2032 (base year 2022) In the long-term (net-zero): • Reduce its total scope 1 & 2 GHG emissions by 90% by 2050 (base year 2022) • Reduce its scope 3 GHG emissions by 90% by 2050 (base year 2022) These targets are aligned with the 1.5°C reduction path defined by the Science Based Targets Initiative (SBTi). The validation of the targets by SBTi was completed in 2024 and 2025 respectively. The scope 1 & 2 reduction target is also connected to sustainability-linked debt instruments (see the section Sustainability-linked debt instruments of this report). The transition plan defines the anticipated pathway for emissions reductions by identifying the primary levers for decarbonisation and specifying remaining gaps. The focus of this strategy lies in reducing GHG emissions directly, rather than relying on offset mechanisms. Nevertheless, Sunrise will examine options for complementary GHG-reduction instruments, such as carbon-removal projects, in the coming years. The graph presented on the following page illustrates the transition plan of Sunrise toward achieving net-zero GHG emissions by 2050, starting with the base year 2022. The plan includes provisions for scope expansion due to anticipated growth and outlines projected emission reductions through targeted decarbonisation actions. The proposed net-zero trajectory builds on 2022 baseline emissions and aligns with industry benchmarks, science-based targets and global energy-transition scenarios from IEA, World Energy Outlook and UNEP. It was validated by key internal functions, including Property & Facility, Network Operations, Procurement, Product Management, Supply Chain Management and Strategy, and received final approval at Executive Committee and Board level. Since 2022, Sunrise has already lowered emissions by 23%. The path to a 90% cut by 2050 will be driven by the key actions (in progress and planned) presented in the table below. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 92 Sunrise Annual Report 2025 I Sustainability


 
GHG reduction efforts within Sunrise operations The GHG emissions caused by Sunrise operations (scope 1 and 2) account for approximately 1% of the total GHG emissions caused by Sunrise in 2025 (market-based). These include heating, cooling and electricity for the offices and shops as well as emissions from the Sunrise vehicle fleet and network infrastructure, such as mobile sites and data centres. The Sunrise energy consumption, with a total of 191 GWh in 2025, has a direct impact on its GHG emissions and is therefore one of the main drivers towards achieving its scope 1 and 2 reduction targets. The Sunrise approach is threefold and focuses on avoiding unnecessary energy use, on increasing its energy efficiency and also on the quality of the electricity it purchases. In order to fulfil the latter requirement, Sunrise has committed to purchasing 100% renewable electricity. Additionally, as a member of the Energieagentur der Wirtschaft (EnAW), Sunrise GmbH (Switzerland) has voluntarily committed itself to measurable targets for energy savings and has defined measures to increase its energy efficiency, e.g., in its network. The network site’s power and HVAC infrastructure, new-technology adoption and rollout as well as the decommissioning of various platforms are highly relevant for direct energy consumption. Various measures and multi-year programmes within the fixed and mobile networks of Sunrise are already in place to increase energy efficiency and energy efficiency is an important criterion in the selection of new network equipment when replacing old technology. Quarterly meetings are held with all relevant internal functions to review the progress of energy-efficiency measures already implemented. Sunrise evaluates the energy efficiency of its network by measuring the electricity used in the networks to transport customer data10. An improvement in efficiency is defined by a year-on-year stabilisation or decrease in electricity consumption, while the data consumption of customers continues to increase. In 2025, Sunrise achieved a measured electricity intensity of 27.8 kWh/TB, which represents a 14.2% improvement in energy efficiency compared to 2024. In 2025 Sunrise achieved a reduction in scope 1 and 2 emissions of 49% compared to 2022 (base year). This improvement was driven by the full electrification of the car fleet, completed building consolidations following the merger of Sunrise and UPC and slightly reduced use of emission-intensive refrigerants for infrastructure cooling. 10 This refers to total electricity used to run the Sunrise network, including renewable electricity produced and consumed, but excluding electricity consumed in non-network facilities (e.g., offices or shops) and excluding electricity consumed for customer data transported through leased lines for which electricity is not recharged by the lessor. Transport includes both Internet-Protocol (IP) based data traffic from fixed broadband services (such as web browsing, IP TV streaming and voice services) and data traffic from mobile services. Customer data is represented by terabyte (TB) of data traffic generated. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 93 Sunrise Annual Report 2025 I Sustainability 10 This refers to total electricity used to run the Sunrise network, including renewable electricity produced and consumed, but excluding electricity consumed in non-network facilities (e.g., offices or shops) and excluding electricity consumed for customer data transported through leased lines for which electricity is not recharged by the lessor. Transport includes both Internet-Protocol (IP) based data traffic from fixed broadband services (such as web browsing, IP TV streaming and voice services) and data traffic from mobile services. Customer data is represented by terabyte (TB) of data traffic generated. Scope 1 Scope 2 Scope 3 2022 2023 2024 2025 0 50,000 100,000 150,000 200,000 250,000 Evolution of Total Emissions in tCO2e market-based Total Scope 1, 2 and 3 Emissions in 2025 market-based Scope 1: 975 tCO2e Scope 2: 35 tCO2e Scope 3: 175,011 tCO2e Total: 176,021 tCO2e Sunrise is also focusing on energy measures in office and shop facilities. The Sunrise headquarters building, Ambassador House, is characterised by its environmentally friendly, efficient and sustainable construction. This is demonstrated by the award of the highest- possible platinum certification level from LEED (Leadership in Energy and Environmental Design). While most relevant office locations use heating sourced from the municipality, the heat supply in the shops is more diverse: alongside municipality-sourced heating, natural gas, diesel and fuel oil are also used. Sunrise aims to take environmental criteria into greater consideration when selecting sites. For Sunrise and its employees, quickly implemented measures, such as switching to LED lamps and sensor-controlled lighting or switching off computer monitors on desks before leaving the office, are a matter of course. The company’s vehicle fleet with 285 cars and vans is another directly controllable emission factor. Sunrise is following a fleet electrification scheme and continues to benefit from the full transformation of company cars to all-electric operation which was completed in 2024. Now, the focus lies on converting all company vans by 2028 at the latest11. The electrification has resulted in a 48% decrease in emissions from the Sunrise vehicle fleet compared to 2024 and in 2025 the fleet accounted for over 30% of scope 1 emissions and about 0.2% of total emissions in 2025 (market-based). Detailed information regarding energy consumption and scope 1 and 2 emissions are disclosed in the Annex. GHG emissions in the indirect value chain In 2025, Sunrise continued compiling a comprehensive dataset for its scope 3 emissions. It shows that over 99% of its total GHG emissions (market-based) are generated in the upstream and downstream value chain. These emissions were reduced by 12% from 2024 to 2025. The largest proportion of scope 3 emissions is attributed to purchased goods and services, which account for over 81% of the total GHG emissions (market-based). Other material categories of scope 3 emissions include capital goods, fuel- and energy-related activities, upstream transportation and distribution, business travel and employee commuting, and downstream leased assets. Data is also collected for downstream transportation and distribution, generated waste and the use and end-of-life treatment of sold products. However, as these categories together account for about 0.3% of total emissions (market-based), they are not the focus of the GHG-emissions reduction strategy. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 94 Sunrise Annual Report 2025 I Sustainability 11 The Sunrise goal of converting its own fleet to 100% electric until 2028 applies only to Sunrise GmbH. For its suppliers, Sunrise currently collects specific emissions data for approximately 51% of them, with a view to increasing this figure in the future to ensure that supply-chain emissions are accurately represented. Sunrise has a strategic-procurement vendor-engagement programme in place, through which relevant suppliers receive a questionnaire to disclose their scope 1, 2 and 3 GHG emissions on an annual basis. The supplier is expected to implement sustainable procurement practices with transparency throughout its supply chain and take concrete measures to reduce its environmental impact, aligned with global climate initiatives. The commitment and involvement of suppliers will be further intensified in the future in order to increase the share of direct-supplier data and ultimately to reduce the upstream GHG emissions of Sunrise. Emissions from the purchase of goods, services and capital goods, such as mobiles and devices, CPE or network investments, totalled 160,063 tCO2e in the reporting year, a reduction of –15% compared to the previous year, due to a lower overall purchase volume. Emissions due to upstream transportation and distribution amount to 3,903 tCO2e (-19% compared to the previous year) and accounted for approximately 2% of all emissions in 2025 (market-based). Sunrise strives to enhance data collection and calculation by collaborating with its logistics partners and collecting data or emission factors directly from them. In addition, options are being examined that could shorten the routes for refurbished products, for example. Measures that reduce packaging and thus make transport more efficient (due to transporting more products per journey) can be found in section Product design and circular economy. In the reporting period, mobility-related emissions, meaning employee commuting and business travel, decreased by 12% and amounted to approximately 2% of total market-based emissions. Employee commuting also includes homeworking emissions, which are considered optional by SBTi, but the company has chosen to report them. The downstream carbon footprint of products can be divided between customer-premises equipment which enables the provision of Sunrise services in its customers’ homes, such as modems and set-top boxes, and other third-party products, such as TVs and mobile phones. The former caused around 3% of total emissions in 2025 (market-based) and are accounted for in downstream leased assets, as ownership is not transferred to the customer. The Sunrise focus lies on material use and energy consumption in order to increase the environmental performance of these products. Third-party products are included within the use and end-of- life treatment of sold products. In total, 5,615 tCO2e (+4% compared to the previous year) have been generated within these three categories. Further information is provided in section Product design and circular economy. Due to the nature of business activities, including the absence of manufacturing operations and the fact that Sunrise does not operate in high-water-stress locations, water consumption and air pollution were not identified as material in the 2024 materiality re-assessment. Efforts to address air pollution focus on lowering direct scope 1 and 2 GHG emissions and the adoption of renewable energy sources. Water usage is monitored and incorporated into scope 3 emissions reporting. A detailed overview of environmental data can be found in the Annex. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 95 Sunrise Annual Report 2025 I Sustainability Supply chain¹ Products² Workforce³ Other operational emissions⁴ 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 1 Purchased goods and services, capital goods, upstream transportation and distribution 2 Downstream transportation and distribution, use of sold products, end of life treatment of sold products, downstream leased assets 3 Business travel, employee commuting 4 Fuel- and energy-related activities, waste generated in operations Distribution of Scope 3 Emissions by value chain categories Product design and circular economy A significant portion of the environmental impact of Sunrise occurs during the manufacturing of acquired products, transport, use and disposal of its products. Sunrise therefore promotes circular economy by keeping products in service as long as possible through repair and refurbishment initiatives. Products that are at the end of their life are recycled responsibly. Furthermore, Sunrise approaches the design of products and services from a life- cycle perspective by focusing on the use of sustainable resources, such as recycled materials, and energy efficiency. Through the efficient use of materials, the reduction of product packaging, plastics and waste/e-waste, Sunrise aims to mitigate its environmental impact and to meet its customers’ needs. The company’s goal is to move gradually towards a circular economy across its entire value chain. Sunrise differentiates the measures according to three defined product categories: customer-premises equipment (CPE), which includes modems, TV Boxes and related accessories; mobile devices such as smartphones, tablets and smartwatches; and network components. With concepts such as Device as a Service becoming increasingly important, Sunrise is focusing not just on the circularity of its products, but also of its services. Sunrise has started this journey by actively engaging its clients in its circular economy. Furthermore, circular measures and recycling can have a positive financial impact and strengthen the supply security of scarce resources. The framework for the responsible use of materials and circular-economy initiatives is set out in the Sunrise Environmental Policy. Sunrise aims to expand the range of products and services with an environmentally friendly design. A core team has been assembled to create jointly a roadmap and to discuss and track measures and successes on a regular basis. The responsibility for implementation lies with the Chief Executive Officer, Chief Consumer Officers and Chief Technology Officer. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 96 Sunrise Annual Report 2025 I Sustainability


 
Smart resource management and energy efficiency When it comes to Sunrise devices such as modems and set- top boxes (CPE), one focus is on durability and repairability. Sunrise is committed to smart resource management using recycled materials and environmentally friendly packaging that result in reduced plastic and waste. The most sustainable choice for enclosure material suited for such devices is recycled plastic. The enclosures of the current generation of Sunrise TV Boxes are made from 100% recycled plastic. Furthermore, the latest generation of Sunrise modems for all access technologies in use – from DSL and HFC to fibre – are also manufactured using 100%- recycled plastics for the enclosure, sourced from waste from electrical and electronic equipment (WEEE), which is post- consumer material. For the packaging of these devices, Sunrise uses recycled cardboard, paper and industrially compostable polylactide (PLA) bags, eliminating single-use plastics. Traditional plastic twist ties for cable bindings have been replaced with wrappers made from paper and paper twist ties. As sustainability and innovation can and should go hand in hand, Sunrise ensures that environmental requirements are addressed from a life-cycle perspective. Hence, another focus in the development of new modem and set-top box generations is on low power consumption. Over 80% of the emissions from these devices come from energy consumed during their use. With the development of the new model of TV Box (Apollo V1+), which was launched on to the market in 2024, Sunrise has succeeded in reducing its power consumption to 3.68W, compared to the device previously in use (Apollo V1: 4.43W in active mode). In 2025, Sunrise also replaced its TV remote control with a new generation which extends battery life to up to seven years. The Sunrise modem, launched in October 2023, consumes 55% less energy than its predecessor. Sunrise strives to adjust its products’ hard- and software continuously, e.g., through new power-saving features such as Eco Mode, in order to improve energy efficiency further. This will contribute positively to the reduction of scope 3 emissions by Sunrise (see the section Energy use and climate protection). The mid-term target (2027) is to achieve the European Ecodesign Directive target for standby-power consumption of a maximum 7W for connectivity devices. In the area of mobile devices, Sunrise has introduced energy labels in line with the new Ecodesign for Sustainable Products Regulation (ESPR). This gives customers insight, both on the website and in shops, into the amount of electricity the devices consume. When it comes to the materials used to manufacture the devices, Sunrise has very limited influence, as the devices are sourced from external producers. Measures related to network components are explained in greater detail in the section Energy use and climate protection. Reduction of shipment-related emissions To minimise shipment-related emissions, Sunrise has introduced various measures. These include manufacturing the cardboard boxes for modems and TV Boxes in Switzerland and also printing them locally. The same applies to the kitting of goods, i.e., the assembly of packages ready for shipment. The short transport distances reduce the associated emissions. Additionally, the Swiss logistics partners are using eco-friendly packaging for transportation. Sunrise generally strives to keep the number of transport journeys required – from manufacturers to kitting partners, from kitting partners to distribution partners, and to and from the shops – as low as possible. To achieve this, Sunrise has in the past already increased bulk packaging instead of unitary packaging. This means that less material is required, and pallet space can be utilised more efficiently, leading ultimately to fewer journeys by logistics partners. In the area of mobile devices and network components, the company’s greatest leverage currently lies in avoiding unnecessary orders through optimised sales forecasts and corresponding reuse initiatives. The latter will be described in more detail below. Second life initiatives Trade-in, refurbishment and reuse initiatives allow Sunrise to extend the useful life of devices and components, as they do not simply gather dust in a drawer but are returned to the company or selected partners. In this way, resources can be conserved. Sunrise has therefore established corresponding initiatives in the areas of CPE, mobile devices and network components. The figures are set out in the Annex. Refurbishment and reselling of CPE For CPE, Sunrise has been embracing efficient resource management for over a decade now by refurbishing devices such as modems, routers, TV Boxes and CPE accessories. Experienced partners refurbish the used devices to the highest quality standards. They are repaired so that they function perfectly, are up to date and show no visible signs of wear. In 2025 alone, almost 165,000 CPE items and accessories were successfully refurbished and put back into circulation in the Swiss market. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 97 Sunrise Annual Report 2025 I Sustainability Upcycling in shops Sunrise also strives to incorporate the principles of the circular economy in its shops wherever possible. For example, some pieces of furniture have been upcycled as part of the new shop concept. For the tables, for example, the legs of the old tables were re-used and only the table tops were replaced. An initiative to minimise paper consumption was also launched in 2024. Instead of flyers, brochures and printed product boards, displays and QR codes are being used. Further measures are currently being examined. For devices that can no longer be used directly by Sunrise, sustainable alternatives for meaningful reuse are pursued. They are sold to national and international partners. This extends product life cycles and reduces waste – beyond national borders. In 2025, around 86,000 devices and accessories were given a new lease of life in this way. Sunrise will continue to intensify its commitment to the circular economy in 2026. Additional initiatives for the reuse and reselling of CPE are planned, as well as the expansion of existing partnerships with specialist companies. Trade-in programmes for mobile devices In order to extend the life cycle of mobile devices, Sunrise launched the Smart Upgrade, Flex Upgrade and Buyback trade-in programmes in recent years. Since 2025, it is not only smartphones that have been included in these programmes, but also tablets and smartwatches. These initiatives promote environmental responsibility by reducing electronic waste, and encouraging reuse and recycling. This reduces the demand for new device production, lowering associated carbon emissions and resource consumption. Flex Upgrade: Customers are offered a flexible upgrade path, enabling them to switch to newer devices more frequently. However, if customers prefer to use their new device for as long as possible, Flex Upgrade allows them to have it repaired at any time if it is damaged, in order to ensure the longest-possible useful life. Even though this approach may promote consumption, the upgrade option offers simplified access to repairs at no extra cost. In addition, the device and the valuable raw materials it contains are being retained within a cycle: either by repairing the device or by ensuring that it is returned to Sunrise instead of being thrown away or left unused. Devices that are returned are either refurbished and resold, or recycled. Smart Upgrade: Through the programme, customers are eligible to trade-in their old devices for newer models every 24 months. This allows for functional devices to be refurbished and resold rather than discarded, preventing valuable resources from ending up in drawers. Buyback: The programme offers customers an easy way to sell their used mobile phones, tablets and smartwatches back to Sunrise. These devices are refurbished for resale through partners or responsibly recycled if they are no longer functional. The Buyback discount on the new device incentivises customers to return their old devices instead of discarding or leaving them to end up in a drawer. The programmes resulted in a significant increase in traded- in devices, with more than 22,000 devices returned in 2025. Compared to 2024, this corresponds to an increase of more than 75%. Sunrise has thus achieved its target of a total of 20,000 devices returned by 2025. These numbers highlight the growing popularity of the initiatives which are integral to the Sunrise sustainability strategy. They provide economic benefits and unique customer experiences while playing a crucial role in reducing the company’s environmental footprint. As Sunrise moves forward, it remains committed to enhancing these programmes and exploring new ways to promote sustainability in its operations. The company is in the process of setting itself a new target for the return rate on devices sold. Reuse of network components For network components, similar initiatives are challenging because, although the materials have a higher value, they occur in smaller volumes due to longer life cycles. There is no steady stream of similar items for refurbishment as with CPE and mobile devices. The focus is therefore on reusing materials in modernisation and maintenance projects. In 2017, Sunrise initiated a pilot project to test the reuse of parts of dismantled radio installations on new sites. After the pilot proved to be successful – around 100 items were reused – the programme was extended to all projects involving the dismantling of radio hardware. As a result, the number of retained and reusable components was increased to 5,000 to 6,000 per year. In order to gain a better overview of all the dismantled and available parts Sunrise entered into Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 98 Sunrise Annual Report 2025 I Sustainability 100% recycled plastic for enclosures of current generation of Sunrise TV Boxes 2,700 network components reused and resold via AxiTrack 22,000 mobile devices returned via trade-in programmes in 2025 a partnership with Axians in 2021. As a result of this collaboration, two new tools were developed: AxiTrack and TelcoShop. AxiTrack is used by on-site employees to record and subsequently track the dismantled equipment which is delivered to the partner’s warehouse for evaluation and refurbishment. Material that cannot be reused is automatically scrapped to avoid unnecessary shipment. In TelcoShop refurbished components can be ordered by Sunrise employees for new projects to avoid the need to buy new hardware. Parts that estimates suggest will not be used throughout the year by Sunrise are sold to another European partner for resale to other companies or for recycling to yield valuable raw materials. Since the start of the project (2021) more than 22,000 components have been reused and resold, with over 2,700 components in the reporting year. End of life treatment When a product reaches the end of its life cycle, the goal is to dispose of it properly. To ensure this, Sunrise works with various certified partners, which carry out the dismantling of the products into their individual parts in order to collect components and materials that can be reused. This also involves the recovery of valuable raw materials. Furthermore, Sunrise is a member of SWICO. Swico Recycling is a voluntary, cooperative system for reclaiming waste equipment. It is operated successfully by Swiss manufacturers and importers in the IT, office equipment, consumer electronics and photo/film sectors. Furthermore, customers now receive guidance as to whether a device is eligible for refurbishment and should be returned, or is at the end of its useful life and should be recycled sustainably – either by themselves or through a Sunrise shop. The goal of this approach is to repair, reuse or resell products if technically feasible, but also to avoid returns of products that are at the end of their life. The latter helps to prevent transportation emissions since the intermediate step of shipping the devices to a logistics partner can be skipped and the processing costs of obsolete products can be reduced. In the future, instructions for the handling of accessories such as cables will be issued. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 99 Sunrise Annual Report 2025 I Sustainability Non-ionising radiation (NIR) With the increasing number of people using 5G, continuous technology improvements and innovation are crucial. Public voices questioning the safety of these latest technologies, in particular with regard to electromagnetic fields, are taken seriously by Sunrise. Sunrise operates a nationwide physical public mobile network that uses non-ionising radiation (NIR) to enable wireless communication. The World Health Organisation has found that «to date, and after much research performed, no adverse health effect has been causally linked with exposure to wireless technologies. Provided that the overall exposure remains below international guidelines, no consequences for public health are anticipated.» Nonetheless, NIR remains part of the public discourse and Sunrise faces the potential risks of new regulations and negative reputation. In turn, new technologies using NIR as a transmission resource offer new business opportunities with improved and innovative connectivity solutions. NIR standards and regulation To prevent any negative consequences, the Swiss government has issued the Ordinance on Non-Ionising Radiation (ONIR) that regulates and stipulates strict precautionary limits. These limits are ten times stricter than the limits recommended by the International Committee on Non-Ionising Radiation Protection (ICNIRP), which are applied in EU countries and globally. Sunrise adheres to the requirements of the ordinance and was at all times fully compliant with the mandatory radiation-limit values in 2025. The fact that no limits were exceeded, despite a very sharp increase in data traffic in recent years, shows that 5G technology is providing relief. The company has implemented a Quality Policy and a regularly audited and certified management system for NIR, which provides specific guidance on this topic for Sunrise management, employees, suppliers, business partners and their subcontractors. Within Sunrise, the responsibility lies with the Chief Technology Officer and the General Counsel & Chief Corporate Affairs Officer. As part of the 2025 ISO 9001-certification audit, the topic of NIR was again addressed and reviewed. Sunrise passed the ISO 9001 certification in the reporting year without any deviations. The certification audit verified that all aspects of the system are in place, functional, kept up to date and being developed further. Included in this issue are the design and planning (engineering) of mobile radio base stations, and their implementation (deployment) and operation in collaboration with external service providers. Further, the measurement, monitoring, correction and optimisation (controlling) of mobile radio base stations, in particular with regard to electromagnetic fields with an influence on non- ionising radiation, were part of the audit. Also included were the corresponding operating data and reporting. Developments over the past few years With an increase in regulation, stricter planning zones, longer-lasting building permits and initiatives against 5G, Sunrise is operating in a challenging environment. For example, the government has launched a legislative revision – as a part of a revision of the Telecommunications Act – aimed at streamlining the approval process. The proposal seeks to separate building permits clearly from operating licences, which would substantially simplify the regulatory framework for modernising the mobile communications network. A preliminary draft of the law has been available since end of 2025. Following parliamentary deliberations, a public referendum is anticipated. The challenge of finding suitable new locations for mobile antenna sites has been a long-standing issue and is a recurring topic of public debate. Sunrise is implementing various measures to counteract the shortage of new antenna sites. Firstly, an internal benefit programme has been launched for employees who suggest new locations. Also, new opportunities for site sharing are constantly being explored, although this is often hampered by the strict radiation limits that do not allow a second operator to use the same location. Engagement to build and transfer knowledge In order to ensure a continuous exchange of knowledge and experience within the field, Sunrise is a member of various organisations and working groups. For example, Sunrise is a co-founder and sponsor of CHANCE5G, an information platform covering 5G technology, radiation and health, and 5G and sustainability, among other topics. Furthermore, Sunrise co-initiated the foundation of Swiss Research Foundation for Electricity and Mobile Communication (FSM) at ETH Zurich. The foundation promotes scientific research on the opportunities and risks of technologies that generate and use electromagnetic fields (EMF) and is involved in the publication and communication of research results. Sunrise also engages in the working group on Mobile Radio and Radiation initiated by the Federal Office for the Environment (FOEN) and composed of a variety of stakeholders: permitting authorities, mobile operators, scientists and opponents of mobile communication. During 2024, the focus lay on short-term improvements for the purposes of the Ordinance for Non-Ionising Radiation, such as more realistic attenuation values for materials and patterns. For further improvements and preparation of the regulatory base for new mobile licences due in 2027, Sunrise shared suggestions and proposals with the Federal Office and the other stakeholders and was an active participant in the discussions. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 100 Sunrise Annual Report 2025 I Sustainability


 
Progress Network quality and reliability Good connectivity and stability are key to product quality for a telecom-services provider and also have a significant economic impact on customers, suppliers and employees. Network and service quality – including bandwidth, availability, latency and packet loss – are of great importance, as they directly enhance the reputation that Sunrise enjoys, attract new customers and reduce customer turnover. Since businesses and individuals expect constant connectivity, good mobile reception and data throughput to be available everywhere, any failure to provide these services could have severe consequences for Sunrise as a business. Sunrise therefore aims continuously to reduce the number of network incidents in general and to ensure high-quality network performance through a dedicated and ISO 22301- certified business-continuity management system (BCMS). Sunrise is aware that its products and services also have a substantial indirect economic impact along its entire value chain. Telecom services, for example, make it possible to work from home and lead to greater crisis resistance. Other indirect economic impacts relate to the development of peripheral regions and the promotion of new technologies with a variety of positive effects. For Sunrise in turn, these services are an opportunity to grow its business. Sunrise is dedicated to providing secure and permanent access to telecom services for information exchange within the community and the economy, and to ensuring good connectivity and stability for all customers. To do so Sunrise continuously invests in the coverage and expansion of its networks and in the roll-out of new technologies. The responsibility for delivering a secure, stable network and best-in-class service quality lies with the Chief Technology Officer and the General Counsel & Chief Corporate Affairs Officer. Reduction in network incidents The goals at Sunrise are to decrease network incidents generally and to maintain high network-performance quality levels. To avoid any negative consequences, such as network failure, the company has implemented measures – from network infrastructure to service platforms – with strong redundancy and fallback mechanisms wherever and whenever required. With the implementation of preventive strategies and proactive detection methods, Sunrise aims to reduce the duration and frequency of outages and to identify them before they start affecting service quality. Sunrise constantly evaluates, monitors and improves the measures in place. In 2025 this resulted in a reduction of around 12% in network-related incidents in the medium-to- high-customer-impact incident categories. This is a further strong indication that the Sunrise network is becoming more robust and reliable in terms of service availability. In addition, ongoing upgrades and improvements to various platforms, such as the Sunrise TV and mobile service, have resulted in better stability and performance and ultimately improve the customer experience. A good example of innovation in mobile services was the 3G switch-off in summer 2025 (2G was already switched off in January 2023). This made Sunrise the first telecom provider in Europe to operate exclusively on 4G and 5G. The frequency and energy resources required to operate the 3G network can now be used much more efficiently for 4G and 5G. The 3G switch-off enabled Sunrise to increase 5G capacity by 50% in the low band (900 MHz frequency range). Additionally, the nationwide roll-out of 5G Standalone (5G SA) in 2025 led to significant improvements in network performance, especially at the edge of radio cells, where users benefit most with over 150% faster download speeds and over 230% faster upload speeds, besides supporting ultrahigh concentrations of Internet-connected devices in a single location and improved features for enterprises (such as the deployment of virtual private cellular networks – read more about this in the section Network of the Annual Report). Assurance of business continuity To identify outage risks early, prevent outages, continue business operations in crisis and emergency situations, and provide customers with critical telecom services in the best way possible in any situation, Sunrise operates a robust business-continuity management system (BCMS) designed to address situations where damage to infrastructure or outages may arise from natural disasters, pandemics, attacks or similar events. The system also includes specific plans to mitigate and manage potential disruptions across the company’s business processes, systems and data centres and also takes into consideration the interfaces to its suppliers. With its BCMS, Sunrise defines the requirements for planning, structuring, implementing, monitoring and continuously optimising processes in all business areas and at all business levels. This holistic risk-assessment approach ensures that employees are fully aware of the processes applicable in the event of a crisis so that they can be followed systematically. It minimises any significant disruption to telecom services and business activities in an emergency. Sunrise achieved ISO 22301 certification for its BCMS at the first attempt in 2024 and is one of the few telecom-services providers to be certified to this standard. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 101 Sunrise Annual Report 2025 I Sustainability The surveillance audit was once more successfully passed in 2025. ISO 22301 is a premium standard with strict rules governing outage prevention, mitigation, response and restoration of business continuity. The effectiveness of the measures was demonstrated in the reporting year by the example of Blatten in the canton of Valais. At the end of May 2025, a landslide occurred there, in which the village of Blatten in the Lötschental was severely affected by a debris and ice avalanche. The antenna of a competitor was completely destroyed, while the antenna of Sunrise fortunately remained intact. However, the debris avalanche interrupted both the power supply and the telecommunications lines of all providers. As a result, there was neither mobile nor landline service in the upper Lötschental. Sunrise, in cooperation with the two competitors, the local crisis team and the army, ensured power supply via a mobile generator and restored the connection to the mobile antenna using microwave radio. This way, the mobile service of all providers was restored by mid-July, after the restricted area became accessible again by helicopter. Providing a safe, secure and reliable network Both for the fixed and mobile network, Sunrise wants to reach 99.9% availability every year, and this was achieved in the reporting year. This figure covers all network-related incidents within the Sunrise network, including access network, service platforms and core infrastructure. Sunrise customers benefit from a multi-award-winning mobile and fixed network (see section Network in the Annual Report). These awards prove that investments and the focus on ensuring an outstanding customer experience are delivering the expected results in a highly competitive environment. The Sunrise network covers the entire country (99.9%) with its combined mobile and fixed connectivity and delivers world-leading quality and high-speed data connections. Around 60% of dwellings (based on a total of 5.5m households and businesses in Switzerland) are connected to the Sunrise HFC network (including partner networks) and benefit from speeds of up to 2.5 Gbit/s. With its strong position, the Sunrise infrastructures not only affect the company and its own customers but also have positive indirect impacts on the economy and community. Examples are: • A robust telecom infrastructure can facilitate international business by providing reliable communication channels and data connectivity. This is essential for global trade, attracting multinational companies and fostering economic relations with other nations. • Telecom services can play a critical role in e-commerce growth. A well-developed telecom infrastructure facilitates online transactions, digital payments and the overall expansion of the e-commerce sector. • Telecom services can help develop smart-city initiatives by supporting technologies such as the Internet of Things (IoT) and smart infrastructure (see section Digitalisation and innovation). This can lead to improved city services, resource management and overall quality of life for residents. • Industry 4.0 – networked production with a fully digitalised manufacturing and supply chain – requires a powerful and reliable telecom infrastructure. This makes the quality of the network a survival and growth factor for the economy as a whole. • The Sunrise network also supports emergency services by providing connection-location data to facilitate rescue and ambulance operations. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 102 Sunrise Annual Report 2025 I Sustainability -12% in network-related incidents ISO 22301 certified BCMS 99.9% availability in each mobile and fixed network Digitalisation and innovation Nowadays, new innovative solutions often build on high bandwidth, availability, reliability and low latency. Therefore, Sunrise plays an important role in contributing to the digital transformation of society and industry. As a lack of digital access can lead to social or cultural isolation, Sunrise is committed to improving digital access and inclusion for all. Sunrise is investing in innovation to develop new digital services and products. With these, Sunrise supports businesses in forging ahead with future-focused technological developments, including 5G and the Internet of Things (IoT) and contributes to its customers’ digital transformation. Digitalisation also offers opportunities for Sunrise: for example, AI not only has great potential to drive digitalisation and innovation further for the customer, but also internally at Sunrise, such as for customer service. Additionally, by advancing mobile working and consumer connectivity the company may retain a loyal customer base and profit from new customers, new business opportunities and a strengthened reputation and market position. Sunrise has partnered with specific social initiatives to ensure that everyone can benefit from digital equity, digital inclusion and digital skills in society. Digitalisation for improved internal and external support service In general, AI plays a key role in the digitalisation of customer service and leads to greater efficiency and quality in problem solving. Therefore, generative AI is a key enabler both in the background for workplace features or knowledge management and in the foreground, such as in voice-bot features. In 2025, Sunrise introduced Ace by Sprinklr to leverage these AI features in customer service. In addition, Sunrise replaced its old legacy system for Sunrise shop agents with the new AI-based sales tool Orbit. More detailed information on those initiatives can be found in the section User protection and satisfaction in this report and in the Operational Review of the Annual Report. On the B2B side, various processes have been digitalised in order to provide even better customer service and make it easier for partners to work with Sunrise. The launch of the Partner Hub in 2026 will mark another milestone in this regard. The new digital platform will enable partners to process project inquiries, orders and case management quickly and with minimal effort. To make work easier for employees, Sunrise has introduced Copilot, among other tools. Thanks to Microsoft's AI, administrative tasks can be completed more quickly and collaboration made more efficient – for example, through meeting transcripts, automatic summaries and derived to-do lists. In addition, IT, People and Accounting requests can now be submitted via a chatbot. This chatbot automatically provides employees with recommended actions and manuals or even creates a ticket with the relevant department, enabling them to find efficient solutions to their challenges. 5G Joint Innovation Hub At its headquarters Sunrise implemented a 5G Joint Innovation Hub to develop and showcase 5G and IoT applications for private and business customers. The hub was opened in 2019 in collaboration with a network partner and was the first 5G Joint Innovation Centre in Europe. Its aim is to promote the development of a Switzerland-wide 5G ecosystem and display live scenarios of 5G, IoT and other emerging technologies in a variety of applications, such as smart home, smart offices, smart city and smart factory. With these applications Sunrise can build the foundation to support sustainable energy transformation and can also improve resource efficiency. Key use cases featured in the 5G Joint Innovation Hub can be found on the Sunrise website, e.g.: • IoT for smart farming • Augmented collaboration Digital inclusion Sunrise wishes to give everyone the opportunity to be part of the digital world and is committed to ensuring that people living at or below the poverty line in Switzerland have access to digital services, education and infrastructure. Also, whether setting up an email account, submitting an online application or buying tickets with an app, digital skills are becoming increasingly important in all areas of life. However, dealing with digital technologies is still a challenge for many people. Sunrise is actively establishing collaborations to help increase digital inclusion within Switzerland. Since November 2024, Sunrise has been a founding member of ADIS – Allianz Digitale Inklusion Schweiz and has actively contributed to advancing digital inclusion across Switzerland by sharing best practices and promoting innovative solutions. Through this interdisciplinary collaboration within ADIS, Sunrise benefits from joint projects and knowledge exchange, strengthening its role as a leader in digital accessibility and fostering impactful partnerships. This commitment will be continued in 2026 with further engagement and initiatives to drive inclusive digital progress. Additionally, through a collaboration agreement with Caritas, Sunrise provides know-how, volunteers, subsidised products and financial support to strengthen social impact. In August 2023 Sunrise and Caritas launched two mobile and two Internet subscriptions, and a TV product, at heavily discounted rates. All five subscriptions can be purchased at any Sunrise shop on presentation of a Caritas KulturLegi ID12. With the financial support of Sunrise, various regional Caritas organisations offer drop-in sessions to improve digital Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 103 Sunrise Annual Report 2025 I Sustainability 12 Personal pass for discounts (reduced-cost or free access to culture, sport, education and health) for people on a tight budget. literacy, for example so called Digi-Treffs. In 2025 around 677 Digi-Treffs and approximately 1,320 consultations took place as part of the overall Caritas programme, with Sunrise being one of the main sponsors. Sunrise also set up a programme with Caritas to support people with a KulturLegi ID in improving their digital skills in its own shops. The courses were launched in March and carried out by Sunrise employees as part of the volunteer programme. After a thorough evaluation at the end of three months, it was decided to end the trial as the concept did not achieve the anticipated engagement in Sunrise shops. To ensure greater impact, efforts were redirected towards established Caritas initiatives, in which volunteers could make an immediate and meaningful contribution. Furthermore, in the second half of 2025, Sunrise began collaborating with Nachbarschaftshilfe Zürich to provide monthly digital inclusion support at a nursing home near its Opfikon headquarters. Additionally, Sunrise partnered with LernloftTREFF and held its first smartphone training, led by an internal volunteer, in December 2025. This partnership will continue in 2026 and further options are being evaluated. Supplementing this collaboration, Sunrise also donated devices to a charitable organisation. In 2025 the company donated more than 500 laptops with a total estimated value of CHF 200,000 to «Wir lernen weiter»; employees (volunteers) prepared the laptops to be donated. Donating devices not only promotes digital inclusion, but also gives the devices a second life, which contributes to circularity (see also the section Product design and circular economy). Accessibility With the aim of ensuring better access to digital content and services for people with disabilities, Sunrise has already taken some initial steps. A project was initiated in 2025 in line with the ongoing revision of Switzerland’s Equality Act for people with disabilities, which reflects in part the EU Digital Accessibility Act DAA that takes effect in June 2025, with the aim for example of ensuring better access to digital content and services for people with disabilities. This requires the implementation of Web Content Accessibility Guidelines (WCAG) standards in various technical areas. The company’s Accessibility project has entered the respective planning and initial scoping phase, which entails the creation of an Accessibility Policy, engagements with respective stakeholders, responsibility assignments and the building of relevant skills and expertise. The project timeline for the implementation stretches into 2026 and 2027, in line with amendments to Switzerland’s Equality Act for people with disabilities, that is expected to enter into force around 2028. Sunrise is further assessing hardware accessibility and related areas, such as customer service and packaging. One example is redesigned packaging with rounded edges for easy one-handed opening, in use since October 2024 for the Sunrise modems. Additionally, braille-like markings were introduced in the reporting year, as an initial proof of concept, to identify individual connection ports on modems, thereby making installation easier for visually impaired persons. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 104 Sunrise Annual Report 2025 I Sustainability


 
User protection and satisfaction Sunrise is committed to providing a high-level of customer experience. With the help of a wide range of channels, tools, artificial intelligence and dedicated teams, customer satisfaction is continuously improved. In addition, Sunrise attaches great importance to responsible marketing. Youth media protection is prioritised, as young people in particular should be protected in the digital world. By prioritising a safe and carefree customer experience and the self-responsible use of its products, Sunrise can protect the digital, physical and mental safety of consumers. A strong customer focus and transparency in customer dialogue and marketing can contribute to customer loyalty and satisfaction, which can in turn improve consumer relevant ratings and therefore the company’s reputation. Customer support channels and initiatives Sunrise is dedicated to providing exceptional customer support across all segments through various channels and strategic initiatives. The basis for the proper way to interact with Sunrise customers is set out in the Sunrise Code of Conduct. The overall goal of Sunrise is to deliver a great experience for its customers, which means delivering innovative products and services, and treating potential, existing and former customers fairly and with respect. The company is further committed to ensure that advertising or marketing materials are accurate, transparent and comply with company guidelines, local laws and regulations. The responsibility lies with the Chief Consumer Officers Main Brand and Flanker Brands, as well as with the Chief Business Officer. For its residential customers, Sunrise manages the entire customer lifecycle and offers its multilingual services through call centres in nine countries, and offers additional consulting, support and sales services in more than 100 Sunrise shops across Switzerland and through digital channels. All customer-service and Sunrise shop agents undergo training on Sunrise standards, with access to ongoing coaching and cross-product training. Business customers benefit from a 24/7 support, a digital self-service portal for account management and enhanced support options, such as on-site service managers for select customers, or personalised service from dedicated account managers. Additionally, for its MVNO and FVNO partners, a dedicated wholesale services team handles sales, pre- and post-sales activities, technical support, troubleshooting and fraud prevention. For further information see the section Wholesale in the Annual Report. Due to the extensive migration of customers from UPC to Sunrise, it was necessary to make complex adjustments to systems and processes. This led initially to an increase in escalations of customer cases. At the same time, considerable efforts were made continuously to improve the quality of service. The measures taken, investments in training programmes and optimised processes all showed positive results. The migration of customers from UPC to Sunrise was completed in 2025. A dedicated team at Sunrise with a focus on «Voice of the Customer» provides valuable insights through research and testing. «Voice of the Customer» is a way of measuring and collecting a customer’s feedback on their experience of Sunrise products or services. Its aim is to understand better what customers need and expect from a brand and to assess their overall customer experience. The team's tasks include, among other items, qualitative and quantitative consumer and market research, and NPS and customer-experience analytics in conjunction with other service KPIs. For example, by using a dedicated consumer test panel, the team tests the effectiveness of marketing campaigns or the comprehensibility and transparency of service communication. Enhancing customer experience and support through digitalisation Sunrise continuously invests in improving customer experience through digital service enhancements. For example, new support functions were introduced as part of the migration to Ace by Sprinklr of a broad landscape of legacy service platforms, including the telephony solution. These, apart from a new chatbot, also include conversational Interactive Voice Response (IVR) which supports call routing. The conversational IVR is displayed to the customer as a voice bot which is linked to their profile and answers simple queries by instantly providing the appropriate digital service link in their preferred language. For more complex issues, customers are directed to the appropriate service centre. This reduces the effort required from customers for simple queries and offers greater flexibility as the voice bot is also accessible outside of the hotline's opening hours. With the introduction of the conversational IVR Sunrise has successfully reduced the redirect rate, ensuring that an increased number of customers were routed to the right team on the first attempt. At the same time, agents are relieved of some of their workload, as standard enquiries are handled Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 105 Sunrise Annual Report 2025 I Sustainability In 2025, Sunrise obtained ISO 20000 certification for IT service management for its business customers. This certification confirms that IT processes are structured and standardised, comply with international best practices and are managed efficiently, reliably and with an awareness of risks. The establishment of a certified IT service management system has clarified service-related processes, leading to a further improvement in service quality for Sunrise business customers. automatically, leaving them more time for more complex issues. The use cases for this function will be further extended in 2026. With the roll-out of Ace by Sprinklr, Sunrise also extended the new quality standards and quality-control system introduced in 2024 to ensure frontline agents consistently deliver a high level of service, through AI-based quality checks. Calls are automatically transcribed, which allows for improved traceability of conversations. In addition, a keyword search enables more proactive escalation management. The AI functions will be further expanded in 2026 to reduce the effort required for manual quality checks, therefore enabling more broadly based quality checks and hence improving customer satisfaction. To assist customers experiencing difficulties in setting up their infrastructure, Sunrise introduced the TechSee mirroring feature in 2025. It allows customers to connect to technical support via video call to obtain remote assistance. An additional improvement has been made to the self-service tool My Sunrise by the introduction of a new dashboard. Thanks to this dashboard, customers are now able to see at a glance all of their Sunrise products, such as their mobile and Internet subscriptions or roaming options. This makes it easier for them to self-manage. Performance measurement with NPS To further enhance service quality, the customer experience is constantly measured using the Net Promoter Score (NPS), a widely used market-research metric that is based on a single survey question. It asks respondents to rate the likelihood that they would recommend a company, product or a service to a friend or a colleague on a scale of 0 to 10. The NPS score is calculated based on customer-survey responses and reflects the difference between Promoters (9–10 ratings) and Detractors (0–6 ratings). To ensure comprehensive feedback coverage, Sunrise has structured the NPS programme into various touchpoints, categorised into «journeys», e.g., Buy, Onboarding, Help, Use and Leave. Sunrise conducts NPS surveys on a regular basis for B2C and B2B customers, e.g., via email and SMS, depending on the survey type. By analysing the results, the company can monitor overall satisfaction, identify pain points and inform service improvements. Survey results are displayed in real-time through a partner platform, which features text analytics and AI-driven sentiment analysis to gain deeper insights. Alerts are triggered for low NPS ratings, prompting agents and customer-service representatives to follow up with customers to address and resolve issues promptly. Sunrise has set internal NPS targets on both company and individual levels, forming a key component of performance evaluations and remuneration structures. This ensures a consistent focus on customer satisfaction across all operational levels. Both NPS scores remained stable, showing slight improvement overall in 2025 compared to the previous year. Responsible marketing, products and services To protect its customers and ensure customer satisfaction, Sunrise places great emphasis on responsible marketing. The company follows the applicable advertising guidelines, which require transparency and verifiability of the statements made. The same applies to the regulation on greenwashing, which was incorporated into the Federal Act on Unfair Competition (UCA) in January 2025. This regulation stipulates that all sustainability claims must be objective and verifiable. Predefined internal processes are designed to prevent false or misleading statements in external communication. In the residential segment, these processes include, for example, the review of various marketing materials by the Legal department and Quality Gate. The latter consists of several stakeholders from the relevant departments and from branding and corporate communications. The processes are continuously refined to expand the scope of reviews where necessary. A particular focus in regard to responsible marketing lies in youth media protection. Sunrise has been committed to youth media protection as part of an industry initiative for years, which was partially formalised in law in 2021. In this context, Sunrise informs its customers about the dangers and risks of the digital space and provides practical tips for youth media protection in general and specifically when using Sunrise products and services. The relevant Sunrise website was fundamentally revised and enhanced at the beginning of 2025, providing more specific and additional information around youth media protection. Sunrise is also part of a new industry organisation, structured as an association, focusing on youth media protection in film and gaming. In 2025, Sunrise strengthened its partnership with Kinderschutz Schweiz (Child Protection Switzerland), launched in 2024, to protect children and young people from sexualised violence online. This year’s focus was on combatting child sexual abuse on the Internet by raising awareness among parents, caregivers and the public, and providing concrete prevention strategies. Under the motto «Child sexual abuse online can affect any child», Sunrise reinforced its efforts with an additional social-media campaign to reach a young audience and raise its awareness about the topic. It is planned to launch this Sunrise campaign within the first quarter of 2026. Building on the 2024 campaign «What you share online, you share with everyone. Protect what’s important to you», Sunrise continued working with private and public stakeholders to strengthen digital safety and will support further campaigns in the next year. Other topics related to responsible marketing, products and services can be found in the sections Accessibility and Non-ionising radiation (NIR). Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 106 Sunrise Annual Report 2025 I Sustainability Governance Privacy and data security Personal data is one of the most important assets in today’s digital world. Therefore, its protection also plays an increasingly important role. To ensure data security, Sunrise sets the highest standards for information-security with its ISO-certified Information Security Management System. Telecom services are complex and rely heavily on sophisticated technical infrastructure. Software and hardware failures, human error, viruses and hacker attacks can affect the quality of service or, in the worst case, lead to system failures. Any data leak or privacy and data-security issues could harm the privacy of Sunrise stakeholders. This would have severe consequences for Sunrise and its customers and employees, leading to a potential loss of trust among customers, employees and business partners in the company and throughout the industry as well as possible fines imposed by the competent regulatory authorities. By securing digital systems, Sunrise can mitigate these risks and ensure compliance with statutory and regulatory requirements. Information security standards and frameworks To ensure compliance, Sunrise has established policies, standards and guidelines, including information-security policies that take into account information-protection requirements. Transparency in the way data is handled is guaranteed by appropriate privacy policies. Sunrise promotes a culture of education and awareness with annual mandatory e-learning courses on information security, cybersecurity and data privacy and handling. Additional campaigns and reporting mechanisms, such as data-breach incident reports and an independent whistleblowing process, encourage employees to become actively involved (see the section Business ethics and governance). Responsibility for the policy framework lies with the General Counsel & Chief Corporate Affairs Officer. In addition, the Chief Information Security Officer is responsible for the Sunrise security strategy and objectives. Sunrise attaches great importance to information security. The continuous goal for Sunrise is to have zero security incidents that result in a substantial data breach, which the company achieved again in 2025. The Sunrise Information Security Policies define the rules for how Sunrise aims to achieve its overall information-security objectives. • Confidentiality of information is maintained. • Integrity of information is assured. • Availability of information is maintained. • Statutory and regulatory obligations are upheld. Sunrise sets the highest standards for information security with its ISO 27001-certified Information Security Management System (ISMS) and aims to pass the audit/ recertification every year, and it has done so in many consecutive years, including in the reporting year. This certification, which is validated by external auditors, covers all critical operational processes, the handling of customer data and the technical infrastructure. The ISMS is actively maintained and reviewed regularly, including a risk assessment that addresses any deviations until they are mitigated, thus making sure the ISMS is always up to date. The main task of the ISMS is permanently to define, manage, control, maintain and improve information security continuously by establishing procedures and rules within Sunrise that ensure the confidentiality, integrity and availability of information and minimise risks. Sunrise was the first telecom company in Switzerland to be certified end-to- end regarding information security and the significance of ISO 27001 certification has grown continuously over recent years. Since Sunrise has many business customers in highly regulated sectors, the company is exposed to the relevant external assessments and audits. All value its commitment to maintaining a strong ISMS and it also helps to attract new customers. Cybersecurity As cybersecurity challenges and threats continue to grow, Sunrise has centralised its security operations to protect the company’s assets and third-party data effectively and efficiently, and to respond to threats and security incidents in a timely manner. Reporting to the Chief Information Security Officer, Sunrise operates the Cyber Secure by Design, Security Investigations and Cyber Defence departments. The Cyber Defence department includes the Security Operations Centre (SOC) team, operating 24/7, which is responsible for monitoring security events and responding to incidents. The department is further responsible for managing and mitigating threats and vulnerabilities. The cybersecurity departments have implemented several structural improvements to strengthen the cybersecurity posture of Sunrise further. These improvements have been made to protect the company’s network and any other assets against any cyber attacks, but also for proactive threat and risk management, using state-of-the-art AI- infused methods to help the operations staff take quick and decisive containment and mitigation measures. The certified ISMS, coupled with a continuous information- security risk-management process, helps Sunrise to ensure that any risks that are uncovered are subject to professional Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 107 Sunrise Annual Report 2025 I Sustainability risk assessment. A risk assessment measures the risk at a certain point in time and is always subject to mitigation, as well as an approval process, and is linked to an accountability and responsibility matrix. The information-security posture of a company is a combination of people, internal mechanisms and processes, combined with contractual and technical measures aimed to protect against the threats that it could be facing through its partners, contractors or the supply chain. Sunrise has a supplier-security policy and framework in place, within which suppliers that are considered a potential high risk to the company are monitored. Also, additional guarantees, such as standard contractual clauses, are put in place to help ensure the integrity and security of information held by Sunrise, be it corporate, intellectual property rights (IPR) or customer data. Cyber resilience is a key strategic objective for Sunrise. Achieving this requires not only a multitude of technical measures, but also a robust and security-aware workforce. Sunrise operates an internal cybersecurity hub, which can be accessed through the Sunrise intranet. It provides a comprehensive overview and direct links to the Sunrise security strategy, relevant contacts, key cyber principles, security policies, training courses and services, and to information about the correct procedure to follow in the event of a security incident. To maintain and continuously improve the robustness of its employees, the Sunrise Cyber team conducts regular security trainings and exercises. Additionally, all new joiners receive a security info pack during their Welcome Day, and all employees are informed about cybersecurity, privacy topics and risks on a regular basis, both in digital and in physical form. In October, as part of the European Cyber Awareness month, Sunrise facilitated cyber-related events and campaigns designed to share practical advice and to raise awareness among employees about the importance of cybersecurity. In addition, the Sunrise Security Operations team provided insights into typical cyber incidents and the tools and methods used to combat cyber threats. To enhance its crisis-response capabilities, Sunrise conducts regular tabletop exercises with key personnel, including one with the Executive Committee. These simulate crisis situations and test the decision paths and communication measures, both of which are crucial for a quick and prudent response in a real crisis situation. To improve cyber resilience further, Sunrise has contractual agreements in place to receive additional resources to support it in dealing with crisis situations. Despite all preventive measures, if a security incident reaches a specified threshold, Sunrise is obliged by law to report it to the Swiss Federal Data Privacy and Information Commissioner (FDPIC). Sunrise also cooperates with the Swiss National Cyber Security Center (NCSC), a collaboration that is particularly valuable when national coordination is required, such as during the World Economic Forum (WEF) or other major international events with elevated cybersecurity risk. In summary, preparation, collaboration and continuous exercising form the basis for an effective security-management framework. Data privacy The Privacy Policy and the Data-Handling Policy set out the guiding principles for the handling of personal data by Sunrise and within the Sunrise organisation in accordance with the Swiss Federal Act on Data Protection (FADP). The law stipulates principles of data processing, including the information duties of the company when processing personal data and towards data subjects’ rights (in particular employees and customers), such as access and information rights and where applicable the right of deletion or rectification of personal data. The FADP also defines the role and competences of the Federal Data Protection and Information Commissioner and penalties in case of violation of the FADP provisions. Potential data breaches are thoroughly reviewed and documented. The internal Security & Privacy intranet page provides links, information and guidance for employees to react correctly and efficiently immediately in the event of a privacy incident. The intranet Privacy page describes the company’s measures to protect the privacy of customers’ data and those of employees and service providers. Sunrise applies a need-to-know-principle, allowing employees to access and process only personal data that is needed to perform their function. Additional relevant policies include the Sunrise Information Classification Standard and a Physical Security Policy for access-control measures. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 108 Sunrise Annual Report 2025 I Sustainability Secure Swiss Utility Network (SSUN) – Strengthening the digital resilience of the Swiss energy sector Sunrise has not only taken measures to ensure its own cybersecurity and data privacy, but also provides solutions for its business partners regarding preventive measures against cyber attacks. As an example, Sunrise operates as a Core Internet Service Provider for the alliance of Swiss energy and technology companies that launched the Secure Swiss Utility Network (SSUN) in 2025. SSUN is based on the SCION (Scalability, Control and Isolation On Next-Generation Networks) protocol, developed by ETH Zurich and commercialised by Anapaya Systems. This protocol enables secure, fast and transparent data transmission between companies or public organisations and is already used by companies in the financial and healthcare sectors, and in payment networks. Critical data is exchanged via designated paths within a highly secure, isolated ecosystem, so that it never reaches the public Internet and thus remains invisible to cyber criminals. SSUN now aims to strengthen the digital resilience of the Swiss energy sector over the long term and forms part of the national cybersecurity strategy.


 
Business ethics and governance Sunrise is committed to high legal and ethical standards in all business relationships. The Sunrise Code of Conduct builds the basis for ethical business conduct. Mandatory training on the Code of Conduct and other policies ensures compliant behaviour among Sunrise employees. Sunrise is committed to conducting its business in accordance with ethical principles and in compliance with all applicable legal provisions in order to safeguard the interests of investors, employees, customers and the public. Furthermore, ethical and transparent governance and management lead to increased fairness and accountability, which can increase trust in the company and industry in general. By complying with all statutory and regulatory requirements, Sunrise can minimise any potential legal- proceeding risks, e.g. relating to corruption and anti- competitive behaviour. Framework for ethical business conduct The Sunrise commitment to integrity and ethical behaviour is anchored in the Sunrise Code of Conduct. Together with its Anti-Bribery & Corruption (ABC) Policy and the Human and Labour Rights Policy, as well as multiple internal policies, such as the Fraud Policy, the Anti-Money Laundering Act Policy and the Compliance Management Policy, it provides the framework for Sunrise business operations and addresses all the relevant stakeholders and issues of importance for ethical business conduct. Sunrise also expects its business partners to act ethically and responsibly and has implemented a Vendor Code of Conduct (see the section Responsible supply chain). The policies are subject to regular review and were comprehensively revised during the reporting year as necessary. Changes and amendments to existing laws and regulations are monitored on an ongoing basis and discussed with the relevant business department. With the Compliance Management Tool, Sunrise controls compliance with all applicable regulatory requirements relevant to the company at regular intervals within the various business units. The overall responsibility lies with the General Counsel & Chief Corporate Affairs Officer. All employees and the members of the Executive Committee receive annual training on relevant policies, regulations and laws. In addition, the Compliance Officer advises and supports the Board of Directors, the Executive Committee and all Sunrise employees in their day- to-day business regarding compliance requirements. Sunrise follows a zero-tolerance approach to bribery and ensures compliance with anti-bribery regulations. The company has established an approval procedure for sensitive transactions that may be perceived or implied to be favours. In 2025, there was no confirmed incident of corruption. However, the Federal Supreme Court has upheld a decision by the Federal Administrative Court in connection with a 2020 Competition Commission decision in relation to the provisioning of ice-hockey content on pay TV. Regular training on compliance and whistleblowing procedure To ensure compliance with the law and ethical standards and to ensure that all employees act ethically, Sunrise employees and management are required to complete training courses on the Sunrise policies regularly. This includes annual mandatory e-learning courses on the Code of Conduct, Security, and Privacy. Additionally, an e-learning course on the ABC Policy is mandatory for all new employees, as well as bi-annually for selected employees who are likely to encounter situations where more detailed anti-corruption knowledge is required than that which is already provided in the Code of Conduct. The Sunrise goal, and also a company bonus metric, is for 100% of eligible employees to complete the required mandatory training every year, and this was again achieved in 2025. This target is also set at an individual-employee level: all employees have a mandatory objective to complete the required training modules, and this objective is also reviewed by line managers in the performance discussions. Overall completion is closely monitored and reported promptly within Sunrise. Sunrise encourages its employees, business partners, customers, vendors and any other stakeholder to report suspected or actual violations of its Code of Conduct and other policies directly or via independent whistleblowing processes. This may cover a wide range of topics, such as discrimination and harassment, working conditions at suppliers, or non-ionising radiation. Reports may be made completely anonymously, are treated as strictly confidential and whistleblowers are protected from retaliation of any kind. The complaints submitted are passed on to and investigated by the Sunrise Compliance Officer in order for appropriate measures to be taken. In a quarterly compliance- risk report the clustered and anonymised enquiries are reported to the Executive Committee and the Audit Committee by the Sunrise Compliance team, in accordance with Swiss law. Governance A comprehensive overview of the Sunrise governance structure consisting of the Board, the Committees, the CEO and the Executive Committee is disclosed in the Corporate Governance Report. Sustainability is embedded throughout the company. The ultimate supervisory responsibility for sustainability lies with the Board, with one Board member dedicated to this topic area and the Audit Committee having specifically defined duties in the statement of purpose (see section on the Audit Committee in the Corporate Governance Report). The main strategic responsibility at the executive-management level lies with the CEO, who sets sustainability ambitions and targets and chairs the Sustainability Steering Committee. The Sunrise Sustainability Steering Committee consists of 15 members, including several Executive Committee members and senior leaders from various business units to ensure representation from the entire organisation (for further information see section Sustainability organisation). Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 109 Sunrise Annual Report 2025 I Sustainability Responsible supply chain Sunrise procures items from several thousand suppliers, mainly in Switzerland but also in Europe and even globally, with a large number of people involved in the manufacturing of these products and services. Sunrise is committed to fair procurement and supply chains, and by integrating environmental criteria and regulatory requirements into its purchasing activities Sunrise can influence the value chain positively and reduce risk. The procurement behaviour of Sunrise can affect sustainability considerations in the upstream supply chain by selecting suppliers, making procurement decisions and imposing requirements on suppliers. Sunrise is committed to safeguarding the environment, and labour and human rights not just in its own operations but also, more importantly, in its supply chain, requiring that partners adhere to and implement locally recognised environmental and labour standards. In doing so, Sunrise can contribute to the sustainable behaviour of its suppliers, and to the safety and well-being of their employees. Supply-chain management and product procurement are important cost and risk factors for Sunrise and thus influence the economic success of the company. The way the company collaborates with suppliers and manages its supply chains can significantly influence supply-chain resilience, strengthen customer relationships and reduce exposure to future regulatory risk – ultimately enhancing overall business stability. Ensuring ethical and environmental practices and compliance Sunrise not only prioritises emission reduction in its supply chain (see section Energy use and climate protection) but also holistic environmental protection in its procurement activities. As one of Switzerland’s leading telecommunications providers, Sunrise is committed to the highest legal and environmental standards and expects its partners to meet the same ecological standards. In addition to the legal requirements, external stakeholders, such as customers, increasingly expect companies to act sustainably and to increase their efforts regarding labour and human rights in the supply chain. In order to meet those regulations and expectations and to promote environmental responsibility in its supply chain, Sunrise has implemented the Sunrise Vendor Code of Conduct, which outlines the standards for business integrity and ethics, labour and non-discrimination, the environment, data handling and governance. In the sourcing process, this must be accepted and confirmed by suppliers, and may require them to go beyond compliance with locally applicable laws and regulations. By the end of 2025, this policy had been condensed to improve clarity and accessibility and ensure alignment with the latest developments. The Sunrise Vendor Code of Conduct is available on the Sunrise website and is also issued to all suppliers during the supplier onboarding process. It informs new suppliers of the requirements for compliance with environmental laws and regulations and the responsibilities for the reduction of resource consumption and emissions, the handling of hazardous substances and waste disposal. To ensure conformity with applicable laws and regulations, suppliers are expected to use periodic self-evaluation or other audit procedures. However, Sunrise also reserves the right to verify the supplier’s compliance with the Vendor Code of Conduct. In the case of non-compliance, Sunrise reserves the right to terminate the business relationship with the supplier. Furthermore, Sunrise is fully committed to supporting the protection of internationally proclaimed human rights as a signatory of the UN Global Compact and refers, in its Human and Labour Rights Policy, to the guidelines and recommendations of the International Labour Organisation (ILO). All Sunrise suppliers, agents and distributors are required to prevent or mitigate adverse impacts on human rights and labour standards, as specified further in the Sunrise Vendor Code of Conduct. During the reporting year, a new internal purchasing guideline known as the Golden Rules was introduced, effective from June 2025. Developed through an interdepartmental collaboration led by Strategic Procurement and Legal, this guideline serves as a comprehensive framework covering contracting rules and best practices. It is important to note that sustainable sourcing practices are an integral part of this document. Those rules apply to all employees involved in negotiating or signing contracts with third parties. Purchasing is linked to various departments and so responsibility at Sunrise is anchored in several business units. However, the majority of sourcing activities are located within the Chief Financial Officer unit. Internal training on sustainable procurement practices, workshops and sustainability-related inputs are part of regular Strategic Procurement meetings, and are provided by the Procurement Business Excellence team. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 110 Sunrise Annual Report 2025 I Sustainability over 100 potential and existing suppliers assessed in relation to environmental and social factors Sunrise procurement processes All suppliers are required to complete the Sunrise selection process, which includes evaluations of their maturity level in security, privacy, sustainability and compliance. Existing suppliers must undergo re-evaluation regularly and whenever a new contract is signed. The Sunrise Strategic Procurement team completed its second year of assessing suppliers on the basis of sustainability factors, including environmental, social and governance factors. This assessment influenced tender decisions and highlighted areas for improvement. Sustainability now accounts for at least 10% of the rating in the overall supplier-assessment matrix. Also, Sunrise integrated corporate-sustainability obligations into contractual agreements with suppliers, namely the Master Service Agreement and the General Purchasing Conditions. The contractual clauses require compliance by the supplier with the Sunrise Vendor Code of Conduct. The supplier is expected to implement sustainable procurement practices with transparency throughout its supply chain. Sunrise ensures this compliance by requiring a right of audit towards its suppliers. Under the leadership of Corporate Sustainability, supplier engagement has been a key priority during the reporting year, with two main areas of focus. First, a supplier segmentation and clustering strategy was developed mainly to advance scope 3 greenhouse-gas (GHG) reduction efforts, assessing material suppliers for factors such as maturity, emissions impact and potential leverage. Based on this segmentation, suppliers will be grouped accordingly, and tailored engagement strategies will be applied. Second, the introduction of an automated outreach tool marked a significant improvement initiative. Planned to become operational in 2026, this tool will enable systematic data collection and analysis across multiple sustainability dimensions, including GHG emissions and human-rights compliance. These capabilities will support the direct collection and evaluation of data from key suppliers and facilitate the derivation of targeted actions. Collectively, these measures are expected to strengthen supplier engagement significantly and improve upstream data and analytics. Additionally, Sunrise will integrate sustainability criteria into ongoing audits of key suppliers wherever applicable. To comply with the Swiss Ordinance on Due Diligence and Transparency regarding Minerals and Metals from Conflict-Affected Areas and Child Labour (DDTrO), Sunrise has implemented a due-diligence process under the lead of the Vice President Strategic Procurement. An embedded supplier-oriented risk-management process with a focus on child labour is in place. This process intends to minimise the likelihood of potential adverse child-labour impacts through a series of measures. In accordance with the Swiss Code of Obligations, Sunrise has adopted its policies, applies traceability principles when essential and provides an early-warning system. The core of the due diligence is an in-depth risk-management strategy for identifying, assessing and prioritising risks and the establishment of a reporting mechanism for stakeholders to disclose child-labour concerns. If high-risk cases are identified, they are managed on a case-by-case basis. This process is documented and published annually. Details of the reporting can be accessed here: Sunrise Supply Chain Due Diligence Obligations Report. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 111 Sunrise Annual Report 2025 I Sustainability Annex Reporting basis and methodology This Sustainability Report is the third sustainability report of Sunrise and is intended to provide readers with a comprehensive understanding of the company’s commitment to sustainability. It explains how sustainability considerations are implemented in the strategy, business model and organisation of Sunrise. Sunrise publishes a sustainability report on an annual basis. This report was published on 18 February 2026 and was approved by the Sunrise Board. It is subject to approval by the shareholders at the Annual General Meeting on 7 May 2026. The contact point for questions and suggestions regarding the report is: Sunrise GmbH sustainability@sunrise.net Thurgauerstrasse 101B 8152 Glattpark (Opfikon) Scope of reporting The Sunrise Sustainability Report 2025, as well as all parts relevant to the Swiss non-financial reporting requirements, covers Sunrise GmbH including its subsidiaries with a majority stake13 held by Sunrise as listed in the Corporate Governance Report, and adopts an operational- control approach. Where applicable, the scope further takes into account the integration of new entities during the reporting year. The data and disclosures reflect the activities and impact of these entities for the reporting period 1 January 2025 to 31 December 2025. Any deviations from this are declared at the point of information. Reporting regulations, standards and frameworks This Sustainability Report and any referenced chapters of the Annual Report 2025 cover the reporting requirements related to transparency on non-financial matters in accordance with Art. 964a ff. of the Swiss Code of Obligations. Furthermore, Sunrise has prepared its climate- related disclosures in accordance with Article 964b of the Swiss Code of Obligations, incorporating the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) as mandated by the Swiss Ordinance on Climate Disclosures14. Sunrise further complies with the Ordinance on Due Diligence and Transparency in relation to Minerals and Metals from Conflict-Affected Areas and Child Labour (DDTrO). For this purpose, a separate report is prepared annually and published on the company's website. Sunrise is exempt from the due-diligence and reporting requirements in relation to minerals and metals as Sunrise does not import raw materials into Swiss customs territory and does not process minerals in Switzerland. The Sunrise Sustainability Report 2025, including specific information in the Annual Report 2025, has been prepared in accordance with the Global Reporting Initiative (GRI) 2021 Standards. Further information is provided in the following sections: • Content index for non-financial reporting in accordance with the Swiss Code of Obligations • GRI Content Index • Task Force on Climate-Related Financial Disclosures (TCFD) Report Sunrise remains committed to ensuring full adherence to all current and forthcoming reporting obligations and requirements. The company is not required to report under the EU Corporate Sustainability Reporting Directive (CSRD) but will consider publishing certain information in accordance with the European Sustainability Reporting Standards (ESRS) for the 2026 reporting year on a voluntary basis. Data collection and reporting methodologies Historical data may differ from the figures published in previous reports. All recalculations are disclosed in the report. People data Employee data is collected via the core HR information system used by Sunrise and is extracted and transformed using automated procedures. The data is regularly monitored through internal reports. Employee data is generally based on data as of the end of 2025. The number of employees reflects all employees excluding interns, vocational trainees and the Social Plan. All exceptions from this are declared at the point of information. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 112 Sunrise Annual Report 2025 I Sustainability 13 Including Téledistal as a subsidiary of Sitel 14 The disclosure has taken into consideration the following TCFD guidance documents: «Recommendations of the Task Force on Climate-related Financial Disclosures», «Implementing the Recommendations of the Task Force on Climate-related Financial Disclosures» and «Guidance on Metrics, Targets, and Transition Plans».


 
Planet data GHG Data The Sunrise greenhouse-gas (GHG) inventory was calculated according to the Greenhouse Gas Protocol Corporate Standard. Next to the requirements of the GHG Protocol, Sunrise adheres to the approach laid out by the Science Based Targets initiative (SBTi) to calculate its GHG emissions. Emissions from scope 3 categories 1, 2, 3, 4, 5, 6, 7, 9, 11, 12 and 13 were calculated on the basis of activity data collected directly from data owners. Categories 8, 10, 14 and 15 are excluded on the basis either that Sunrise does not have emissions in the category, are included elsewhere or are immaterial. 2022 is selected as the base year for the reporting of GHG emissions, given that this is the first year for which the most comprehensive and accurate data is available following the 2020 merger between Sunrise and UPC. It has been selected as the base year for the assessment of progress against targets and for submission of targets to the SBTi. In 2025, Sunrise updated the base year emissions submitted to the SBTi. This rebasement incorporated best-practice methodological improvements and the adoption of conversion factors that more accurately represent the emissions profile of the operational locations of Sunrise. In line with the requirements of SBTi and the GHG Protocol, the base-year GHG inventory is reviewed annually and recalculated as necessary to ensure accuracy and consistency. Emissions will be recalculated if any structural changes, methodological changes or errors identified either individually or cumulatively result in a greater than 5% change in the market-based total scope 1 and 2 or scope 3 emissions. Changes resulting in ≤5% may also be recalculated at the company’s discretion. Scope 1 Stationary combustion Definition Emissions from fuel combustion in Sunrise offices, shops and network. Data sources Natural gas, fuel oil and diesel consumption across all locations is provided by energy-procurement partners of Sunrise. Emissions based on actual data for 2025: 50%. Calculation methodology and significant assumptions Consumption figures for all fuel types are multiplied by relevant combustion-emission factors according to the fuel type and unit. Where actual data is unavailable, data is extrapolated from available data based on the previous years’ consumption patterns. Emissions-factor sources UK DESNZ Recalculations Figures for 2022 are rebased due to data-quality improvements, namely improved coverage of actual energy consumption data at Sunrise locations. Scope 1 Mobile combustion Definition Emissions from fuel combustion in the Sunrise fleet. Data sources Fuel-consumption data is extracted from fuel cards and invoices. All fuel consumption of the Sunrise fleet that is paid for by Sunrise via fuel cards is included. Emissions based on actual data for 2025: 100%. Calculation methodology and significant assumptions Consumption figures for all fuel types are multiplied by relevant combustion emissions factors according to the fuel type and unit. Emissions-factor sources UK DESNZ Performance metrics Methodology, data sources and recalculations Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 113 Sunrise Annual Report 2025 I Sustainability Scope 1 Fugitive gases Definition Emissions from refrigerants released from Sunrise equipment, including air-conditioning units and fire suppression systems. Data sources Replacement gas amounts extracted from supplier maintenance reports. Emissions based on actual data for 2025: 100%. Calculation methodology and significant assumptions Consumption figures for all fugitive-gas types are multiplied by relevant emissions factors per gas type. Emissions-factor sources UK DESNZ, EPA GHG Emissions Factor Hub Scope 2 Electricity Definition Emissions from electricity consumption in Sunrise offices, shops, network and e-fleet. Data sources Electricity consumption is provided by energy-procurement partners of Sunrise or extracted from invoices. Consumption of electricity by Sunrise e-fleet is extracted from charging cards. Emissions based on actual data for 2025: 52%. Calculation methodology and significant assumptions For location-based emissions, electricity consumption is multiplied by Swiss-grid average electricity-generation emissions factors. For market-based emissions, electricity consumption is multiplied by contract-specific emissions factors based on Certificates of Origin purchased by Sunrise. Electricity covered by REGOs is assumed to have an emissions factor of zero. Where actual data is unavailable, data is extrapolated from available data based on the previous years’ consumption patterns or estimated based on consumption and use profiles of the equipment. Emissions-factor sources International Energy Agency (IEA) Emissions Factors, contract-specific emissions factors Recalculations Figures for 2022 are rebased due to data-quality improvements, namely improved coverage of actual electricity consumption data at Sunrise locations. Scope 2 Purchased heat Definition Emissions from purchased heat in Sunrise offices, shops and network. Data sources District heating consumption is provided by an energy-procurement partner of Sunrise. Emissions based on actual data for 2025: 54%. Calculation methodology and significant assumptions Consumption is multiplied by a Swiss district heat emissions factor. Where actual data is unavailable, data is extrapolated from available data based on the previous years’ consumption patterns. Emissions-factor sources EcoInvent Recalculations Figures for 2022, 2023 and 2024 are adjusted due to methodological improvements, namely a change in emissions factors from the UK DESNZ district heating emissions factors to Switzerland-specific district heating emissions factors from the EcoInvent database. Scope 2 Purchased cooling Definition Emissions from purchased cooling in Sunrise offices, shops and network. Data sources Purchased cooling energy at Sunrise locations is provided by suppliers. Emissions based on actual data for 2025: 100%. Calculation methodology and significant assumptions Purchased cooling energy is converted to electricity consumption based on the Coefficient of Performance of the equipment used. Electricity consumption is multiplied by the Swiss-grid average electricity- generation emissions factor. Incomplete data is extrapolated based on the previous years’ consumption patterns. Emissions-factor sources International Energy Agency (IEA) Emissions Factors Recalculations Figures for 2022, 2023 and 2024 are adjusted due to methodological improvements, namely converting cooling energy to electricity consumption based on the specifications of the equipment. Performance metrics Methodology, data sources and recalculations Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 114 Sunrise Annual Report 2025 I Sustainability Scope 3 Category 1 Purchased goods and services Definition Upstream emissions from all goods and technical and professional services acquired to support the business. Data sources Spend with suppliers is extracted from the Sunrise ERP system. Numbers of mobiles, tablets, laptops, smartwatches and TVs sold are extracted from internal supply-chain management systems of Sunrise. Water consumption data is provided by utilities partner based on actual invoices. Emissions based on actual data for 2025: 100%. Calculation methodology and significant assumptions Emission spend is multiplied by spend-based supply-chain emissions factors based on mapping of spend categories to emissions factors. Supplier scope 1, 2 and upstream scope 3 emissions data that is collected from publicly available sources for a subset of top suppliers or provided via supplier survey is allocated to Sunrise based on spend. Numbers of mobiles, tablets, laptops, smartwatches and TVs sold are multiplied by upstream emissions factors from relevant device LCAs. Where device-specific LCAs are unavailable, weighted-average emissions factors of available LCAs or representative product LCAs are used. Where actual data on water consumption is incomplete, data is extrapolated based on floor area. Water consumption is multiplied by a relevant water-supply emissions factor. Emissions calculated with supplier-specific emissions factors for 2025: 37%. Emissions-factor sources US EPA Supply Chain Greenhouse Gas Emissions Factors, supplier emissions, product LCAs, UK DESNZ Recalculations Figures for 2022, 2023 and 2024 are adjusted due to data-quality and methodological improvements, including inclusion of more supplier-specific emissions data and refinements to the application of industry-average emissions factors. Scope 3 Category 2 Capital Goods Definition Upstream emissions from capital goods including purchased customer-premises equipment (CPE) (modems, routers, etc.) and investment in network infrastructure. Data sources Spend with suppliers is extracted from the Sunrise ERP system. Numbers of CPE devices purchased are extracted from the internal supply-chain management systems of Sunrise. Emissions based on actual data for 2025: 100%. Calculation methodology and significant assumptions Emission spend is multiplied by spend-based supply-chain emissions factors based on the mapping of spend categories to emissions factors. Supplier scope 1, 2 and upstream scope 3 emissions data that is collected from publicly available sources for a subset of top suppliers or provided via supplier survey is allocated to Sunrise based on spend. Emissions in specified spend categories is allocated to capital goods. Numbers of CPE devices are multiplied by upstream emissions factors from relevant device LCAs. Where device specific LCAs are unavailable, upstream emissions are extrapolated based on lifecycle-stage ratios or representative product LCAs are used. Where data on devices purchased is unavailable, data is estimated or extrapolated. Emissions calculated with supplier-specific emissions factors for 2025: 94%. Emissions-factor sources US EPA Supply Chain Greenhouse Gas Emissions Factors, supplier emissions, product LCAs Recalculations Figures for 2022, 2023 and 2024 are adjusted due to data-quality and methodological improvements, including inclusion of more supplier specific emissions data, and inclusion of more complete data on purchased CPE. Scope 3 Category 3 Fuel and Energy Related Activities Definition Emissions from the production of fuels and energy purchased for consumption by offices, fleet, shops and network. Data sources Refer to scope 1 and 2 categories. Calculation methodology and significant assumptions Energy and fuel consumption is multiplied by relevant upstream emissions factors per energy or fuel type. Emissions-factor sources UK DESNZ, IEA Life Cycle Upstream Emissions Factors Recalculations Figures for 2022, 2023 and 2024 are adjusted due to data-quality and methodological improvements as stated for scope 1 and 2 categories. Performance metrics Methodology, data sources and recalculations Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 115 Sunrise Annual Report 2025 I Sustainability Scope 3 Category 4 Upstream transport and distribution Definition Emissions from shipping and transportation paid for by Sunrise for the distribution of devices to customers and shops. Data sources Spend with logistics suppliers is extracted from the Sunrise ERP system. Emissions based on actual data for 2025: 100%. Calculation methodology and significant assumptions Logistics spend is multiplied by the relevant spend-based supply-chain emissions factors. Emissions-factor sources US EPA Supply Chain Greenhouse Gas Emissions Factors Scope 3 Category 5 Waste generated in operations Definition Emissions from disposal of office waste, wastewater and CPE that has reached its end of life. Data sources Waste and water consumption data is provided by the Sunrise utilities partner. Numbers of CPE devices recycled are extracted from internal supply-chain management systems of Sunrise. Emissions based on actual data for 2025: 97%. Calculation methodology and significant assumptions Quantities of waste are multiplied by relevant emissions factors per waste type and disposal method. Water consumption is multiplied by water-treatment emissions factors. Where actual data is unavailable, data is extrapolated. Numbers of CPE devices recycled are multiplied by end-of-life emissions factors from relevant device LCAs. Where device-specific LCAs are unavailable, upstream emissions are extrapolated from lifecycle-stage ratios or representative product LCAs are used. Where data on devices recycled is unavailable, data is estimated or extrapolated. Emissions-factor sources UK DESNZ, product LCAs Recalculations Figures for 2022 and 2023 are adjusted due to data-quality improvements, namely inclusion of more complete data on numbers of CPE recycled. Scope 3 Category 6 Business travel Definition Emissions from employee travel for business purposes, including flights, vehicle rental, taxis and public transport. Data sources Expense data and distances by transport mode for business travel are extracted from internal travel-management systems of Sunrise. Emissions based on actual data for 2025: 100%. Calculation methodology and significant assumptions Fuel consumption or distance travelled is multiplied by relevant emissions factors by fuel or transport type. Where actual distance travelled or fuel consumption are not available, data is estimated or extrapolated based on expense data. Emissions-factor sources UK DESNZ Scope 3 Category 7 Employee commuting Definition Emissions from employee travel for commuting purposes and homeworking emissions. Data sources Distance travelled by Sunrise employees is estimated based on an employee survey on commuting completed in 2022 and extrapolated based on the number of FTEs in 2025. Calculation methodology and significant assumptions Total distance travelled per transport mode by surveyed employees per year is calculated and extrapolated to the total number of FTEs in the reporting year and multiplied by relevant combustion and upstream emissions factors. Total number of days spent working from home by surveyed employees is calculated and extrapolated to the total number of FTEs in the reporting year. Total number of employee homeworking hours per year is applied to the EcoAct Homeworking Emissions methodology to estimate home energy consumption. Energy consumption per energy type is multiplied by relevant emissions factors according to energy type. Emissions-factor sources UK DESNZ, International Energy Agency (IEA) Emissions Factors, IEA Life Cycle Upstream Emissions Factors, EcoInvent Recalculations Figures for 2022, 2023 and 2024 are adjusted due to the correction of an error in calculation and to a methodological improvement, namely a change in emissions factors for the calculation of district heating emissions in employee homes from the UK DESNZ emissions factors to Switzerland-specific district emissions factors from the EcoInvent database. Performance metrics Methodology, data sources and recalculations Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 116 Sunrise Annual Report 2025 I Sustainability


 
Scope 3 Category 9 Downstream transport and distribution Definition Emissions from energy consumption in shops not owned or controlled by Sunrise in which Sunrise SIM cards are sold. Data sources Number of SIMs shipped to shops not owned or controlled by Sunrise is estimated based on number of RGUs and not based on actual data. Calculation methodology and significant assumptions The energy consumption associated with the floor space occupied by Sunrise SIMs in shops is estimated based on assumptions of SIM packaging size and shop energy consumption. Relevant emissions factors are applied to the total energy consumption by type. Emissions-factor sources UK DESNZ, International Energy Agency (IEA) Emissions Factors, EcoInvent Recalculations Figures for 2022 and 2023 are adjusted due to data improvement. Scope 3 Category 11 Use of sold products Definition Direct-use-phase emissions from the electricity consumed during their lifetime by mobile phones, tablets, laptops, smartwatches, TVs and home security devices sold by Sunrise. Data sources Numbers of mobiles, tablets, laptops, smartwatches, TVs and home-security devices sold are extracted from internal supply-chain management systems of Sunrise. Emissions based on actual data for 2025: 100%. Calculation methodology and significant assumptions Lifetime energy consumption of devices sold, extracted from relevant device LCAs or based on product specifications and use profiles, is applied to the Swiss-grid electricity emissions factor. Where device- specific LCAs are unavailable, weighted-average data from available LCAs or representative product LCAs is used. Emissions-factor sources Product LCAs, International Energy Agency (IEA) Emissions Factors Scope 3 Category 12 End-of-life treatment of sold products Definition Emissions from the end-of-life treatment of mobile phones, tablets, laptops, smartwatches, TVs, home-security devices and SIMs sold by Sunrise. Data sources Numbers of mobiles, tablets, laptops, smartwatches, TVs, home-security devices and SIMs sold are extracted from internal supply-chain management systems of Sunrise. Emissions based on actual data for 2025: 100%. Calculation methodology and significant assumptions Numbers of devices sold are applied to end-of-life emissions from relevant device LCAs. Where device-specific LCAs are unavailable, weighted-average emissions factors of available LCAs or representative product LCAs are used. Home-security device emissions are calculated based on product weight and relevant emissions factors per waste type. Emissions-factor sources Product LCAs Scope 3 Category 13 Downstream leased assets Definition Direct-use-phase emissions from the electricity consumed by CPE that Sunrise leases to customers in the reporting year. Data sources Numbers of CPE devices in the field are extracted from internal supply-chain management systems of Sunrise. Emissions based on actual data for 2025: 94%. Calculation methodology and significant assumptions Annual energy consumption of devices in the field, extracted from relevant device LCAs, is applied to the Swiss-grid electricity emissions factor. Where device-specific LCAs are unavailable, upstream emissions are extrapolated from lifecycle-stage ratios or representative product LCAs are used. Where data on devices in the field is unavailable, data is estimated or extrapolated. Emissions-factor sources Product LCAs Recalculations Figures for 2022 and 2023 are adjusted due to data-quality improvements, namely inclusion of more complete data on CPE leased to customers. Performance metrics Methodology, data sources and recalculations Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 117 Sunrise Annual Report 2025 I Sustainability Other environmental data Air Pollution Definition Sunrise reports on air pollution resulting from its own operations, including nitrogen oxide (NOx), sulphur oxide (SOx) and particulate matter (PM) emissions from the combustion of fuels in its offices, shops, network sites and fleet. Data sources Refer to scope 1 categories. Calculation methodology and significant assumptions Emissions factors used to calculate emissions from fuel consumption of the Sunrise fleet are based on the fleet vehicle composition in the relevant year. Litres of fuel are converted to kg based on fuel density and to distance travelled based on vehicle fuel efficiency figures from the Swiss Federal Office of Energy in the relevant year. KWh are converted to Gj based on standard energy content of one kWh. Emission factor sources EMEP/EEA air pollutant emission inventory guidebook Water consumption Definition Quantity of water consumed in Sunrise operations. Data sources Water-consumption data is provided by the Sunrise utilities partner. Calculation methodology and significant assumptions Where actual data is unavailable, data is extrapolated. Waste Definition Quantity of waste generated by Sunrise operations, including office waste (paper and cardboard, plastics, glass and municipal solid waste) and electronic waste (from office activities, customer-premises equipment (CPE), network infrastructure and mobile devices). Data sources Data on municipal solid waste, paper, cardboard, plastics, glass and office-related e-waste is provided by the Sunrise utilities partner. Data on CPE, network equipment and collected mobile devices is sourced from the Sunrise internal supply-chain management systems. Data on mobile devices sent for recycling is obtained from the recycling partner. Calculation methodology and significant assumptions Where actual data is unavailable, data is extrapolated. The quantity of CPE and mobile devices recycled is calculated by multiplying the number of units by the average weight of each device type. Waste: CPEs Definition Percentage of CPE sent for refurbishment, resale or recycling. Data sources Data on CPEs is sourced from internal supply-chain management systems of Sunrise. Calculation methodology and significant assumptions The percentage of refurbishment, resale and recycling is calculated based on the returned devices. The returned CPE devices consist of all returned Sunrise main brand and yallo units that have been on the market for more than one year, calculated on a rolling 12-month basis. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 118 Sunrise Annual Report 2025 I Sustainability Key Figures People GRI 2-7 Employees 2025 2024 2023 (FTE) (HC) (FTE) (HC) (FTE) (HC) Number of employees 2,897 2,985 2,858 2,950 3,012 3,113 Women 864 923 825 884 862 922 Men 2,033 2,062 2,033 2,066 2,151 2,191 Switzerland 2,586 2,674 2,585 2,676 2,746 2,845 Sunrise Portugal 311 311 273 274 266 268 In headcount (HC) 2025 2024 2023 Number of permanent employees 2,916 2,886 2,983 Women 889 858 857 Men 2,027 2,028 2,126 Switzerland 2,609 2,621 2,788 Sunrise Portugal 307 265 195 Number of temporary employees 69 64 130 Women 34 26 65 Men 35 38 65 Switzerland 65 55 57 Sunrise Portugal 4 9 73 Number of non- guaranteed hours employees 0 0 0 In headcount (HC) 2025 2024 2023 Number of full-time employees 2,645 2,597 2,753 Women 709 671 711 Men 1,936 1,926 2,042 Switzerland 2,334 2,324 2,487 Sunrise Portugal 311 273 266 Number of part-time employees 340 353 360 Women 214 213 211 Men 126 140 149 Switzerland 340 352 358 Sunrise Portugal 0 1 2 In headcount (HC) 2025 2024 2023 Number of vocational trainees 197 199 195 Women 76 77 77 Men 121 122 118 In Business Administration 33 34 35 In Computer Science 34 33 36 In Multimedia 38 35 29 In Sales 69 75 74 In Customer Service 23 22 21 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 119 Sunrise Annual Report 2025 I Sustainability GRI 2-30 Employees covered by collective bargaining agreements 2025 2024 2023 Employees covered by collective employment contract (CEC) 63 % 63 % 65 % • Sunrise GmbH only (Ello and Sunrise Portugal excluded) • Included: employees level 1–4, trainees and interns • Excluded: employees whose title is journalist or editor GRI 401-1 New employee hires and employee attrition In headcount (HC) 2025 2024 2023 Number of new employees 288 300 368 Women 99 99 118 Men 189 201 250 Number of employees who have left Sunrise 234 293 353 Women 74 97 96 Men 160 196 257 Attrition rate 9 % 11 % 12 % • Sunrise GmbH only (Ello and Sunrise Portugal excluded) • Attrition rate: Calculation based on leavers (relevant for attrition calculation) / average number of employees Sunrise GmbH (HC) of reporting year GRI 403 Occupation health and safety 2025 2024 2023 Sickness rate 2.8 % 3.1 % 3.0 % • Sunrise GmbH only (Ello and Sunrise Portugal excluded) • Calculation from 2025 onward: (Sum of Sickness Days Net including weekends × FTE) / (Monthly Calendar Days × FTE). For the years before: Calculation based on total hours of sickness / total hours of target hours GRI 404-3 Career development 2025 2024 2023 Employees receiving regular performance and career development reviews 100 % 97 % 97 % • Sunrise GmbH only (Ello and Sunrise Portugal excluded) • From 2025 onward, the metric covers the last review cycle of the performance process, from November of the prior year through January of the reporting year. Prior year figures were based on reviews completed within the calendar year. Accordingly, the 2025 figure is not directly comparable to previous years. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 120 Sunrise Annual Report 2025 I Sustainability


 
GRI 405-1 Diversity of governance bodies and employees In headcount (HC) 2025 2024 2023 Executive committee 9 9 9 Women 1 1 1 Men 8 8 8 < 30 years 0 0 0 30-50 years 4 4 5 > 50 years 5 5 4 Senior management 96 97 99 Women 16 16 13 Men 80 81 86 < 30 years 0 0 0 30-50 years 59 67 71 > 50 years 37 30 28 Management 872 837 851 Women 171 155 148 Men 701 682 703 < 30 years 10 7 7 30-50 years 575 558 580 > 50 years 287 272 264 Non-management 1,657 1,688 1,844 Women 568 559 611 Men 1,089 1,129 1,233 < 30 years 395 401 436 30-50 years 1,020 1,058 1,155 > 50 years 242 229 253 • Sunrise GmbH only (Ello and Sunrise Portugal excluded) 2025 2024 2023 Share of Women in Leadership Roles (level 5+) 18.9 % 18.1 % 16.9 % • Sunrise GmbH only (Ello and Sunrise Portugal excluded) • Calculation based on total women level 5+/total employees at the same level of Sunrise GmbH (HC excluding garden leave) Additional information on diversity 2025 2024 2023 Number of employee nationalities 78 80 79 Employee survey-based indicators1 2025 2024 2023² Engagement Score 8.2 8.1 - Inclusion Score average 8.6 8.5 74 % Growth Score3 8.0 7.9 - 1. Every quarter, Peakon updates its industry benchmarks using data from the past 12 months. Sunrise adjusts its target values (in points) every Q3 based on the technology benchmark to ensure it remains in the top 25% resp. 10% among its peers. 2. Change from % to point scale in 2024 due to change in tool and new calculation method. 3. Score with regard to the statement «I feel that I’m growing professionally». Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 121 Sunrise Annual Report 2025 I Sustainability Planet GRI 302-1 Energy consumption within the organisation in MWh 2025 2024 2023 2022 (base year) Δ 2025 to base year Total energy consumption 190,712 190,345 189,892 172,781* 10 % Heating Fuel oil 484 576 436 618* -22 % Heating Natural gas 789 993 1,111 1,312* -40 % Heating Diesel 121 119 87 97 25 % Heating District heating 2,717 2,239 2,530 2,518* 8 % Cooling Purchased cooling 2,476 2,414 2,437 2,485 0 % Electricity (Office, Network and Fleet) Electricity 182,918 181,622 179,480 161,709* 13 % Fleet Petrol 11 55 92 121 -91 % Fleet Diesel 1,196 2,327 3,719 3,921 -69 % Renewable sources 182,918 181,622 179,480 161,709* 13 % Non-renewable sources 7,793 8,723 10,412 11,072* -30 % * Base year energy consumption figures updated in 2025 to reflect improved data quality. GRI 302-3 Energy intensity     2025 2024 2023 2022 (base year) Δ 2025 to base year Total energy intensity ratio  MWh/revenue in mCHF  64 63 63 57* 1 % Total energy intensity ratio  MWh/petabyte of data traffic 30 36 42 46* -15 % * Base year energy consumption figures updated in 2025 to reflect improved data quality GRI 303-5 Water consumption in m3 2025 2024 2023 Total water consumption 28,003 25,770 14,223 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 122 Sunrise Annual Report 2025 I Sustainability GRI 305-1 Scope 1 GHG emissions in tCO2e 2025 2024 2023 2022 (base year) Δ 2025 to base year Total Scope 1 CO2e emissions 975 1,204 1,759 1,955* -50 % Stationary combustion Natural Gas 144 182 225 265* -46 % Stationary combustion Diesel 31 30 23 26 18 % Stationary combustion Fuel Oil 138 164 105 176* -22 % Mobile combustion (fleet) Diesel 310 589 941 1,010 -69 % Mobile combustion (fleet) Petrol 3 12 21 29 -90 % Fugitive emissions Refrigerants 348 226 444 448 -22 % * Adjusted in 2025, the applied changes in methodology and assumptions are described in the section GHG data of the methodology note GRI 305-2 Scope 2 GHG emissions in tCO2e 2025 2024 2023 2022 (base year) Δ 2025 to base year Total Scope 2 CO2e emissions (location-based) 4,004 3,935* 4,665* 3,963* 1 % Total Scope 2 CO2e emissions (market-based) 35 30* 34* 34* 4 % Electricity (location-based) Electricity1 3,969 3,905 4,631 3,930* 1 % Electricity (market-based) Electricity2 0 0 0 0 0 % Heating District heating 30 25* 28* 28* 7 % Cooling Purchased cooling 5 5* 6* 5* -11 % *Adjusted in 2025, the applied changes in methodology and assumptions are described in the section GHG data of the methodology note 1 Before offsetting through the purchase of Renewable Energy Guarantees of Origin 2 After offsetting through the purchased of Renewable Energy Guarantees of Origin Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 123 Sunrise Annual Report 2025 I Sustainability GRI 305-3 Scope 3 GHG emissions in tCO2e 2025 2024 2023 2022 (base year) Δ 2025 to base year Total Scope 3 CO2e emissions 175,011 199,042* 207,733* 226,510* -23 % 1. Purchased goods & services Purchased goods & services 141,728 160,778* 170,458* 190,003* -25 % 2. Capital goods CPE and network investments 18,335 21,646* 18,955* 17,800* 3 % 3. Fuel-and energy-related Activities Scope 1 and 2 fuel and energy 1,437 1,684* 2,688* 2,501* -43 % 4. Upstream transportation & distribution Supply chain spend 3,903 4,845* 5,762* 6,279 -38 % 5. Waste generated in operations Waste and water 142 67* 113* 55* 160 % 6. Business travel Employee business travel 1,233 1,714 1,875 1,207 2 % 7. Employee commuting Employee commuting and homeworking1 2,618 2,650* 2,499* 2,675* -2 % 9. Downstream transportation & distribution SIM card retail 0.1 0.3 0.2* 0.4* -63 % 11. Use of sold products Mobiles and devices 176 273 317 112 57 % 12. End-of-life treatment of sold products Mobiles and devices 166 178 177* 176 -5 % 13. Downstream leased assets CPE annual electricity consumption 5,273 5,208* 4,889* 5,702* -8 % * Adjusted in 2025, the applied changes in methodology and assumptions are described in the section GHG data of the methodology note 1 Not included in SBTi submission GRI 305-4 GHG emissions intensity     2025 2024* 2023* 2022* (base year) Δ 2025 to base year Scope 1, 2 (market-based) and 3 emissions intensity ratio  tCO2e/revenue in mCHF  59 66* 69* 75* -22 % Scope 1, 2 (market-based) and 3 emissions intensity ratio tCO2e/petabyte of data traffic 28 37* 46* 60* -54 % * Adjusted in 2025, the applied changes in methodology and assumptions are described in the section GHG data of the methodology note Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 124 Sunrise Annual Report 2025 I Sustainability


 
305-7 Nitrogen oxides (NOx), sulfur oxides (SOx), and other significant air emissions in tonnes 2025 2024 2023 2022 (base year) NOx 1.67 2.89 4.23 4.56 SOx 0.29 0.33 0.25 0.35 PM 0.14 0.17 0.13 0.17 GRI 306 Waste in tonnes 2025 2024 2023 Share in 2025 Total 151 106 142 100 % Recycling Paper and cardboard 14 10 11 9 % Recycling Plastics 0 2 0.5 <1% Recycling Glass 0 0 0.1 <1% Recycling E-Waste: Office computing and electrical equipment 6 7 5 4 % Recycling E-Waste: Network 0 0,4 1 <1% Recycling E-Waste: CPEs 91 39 48 60 % Incineration Non-hazardous municipal solid waste 40 48 76 26 % Data on mobile devices sent for recycling is currently unavailable. Methodology updates are underway to enable reliable reporting of this metric in future periods. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 125 Sunrise Annual Report 2025 I Sustainability Additional information on waste: E-Waste CPEs 2025 Combined %* 137 Refurbishment % 52 Resell % 28 Recycle % 57 * The percentage of refurbishment, resale and recycling is calculated based on the returned devices. The returned CPE devices consist of all returned Sunrise main brand and Yallo units that have been on the market for more than one year, calculated on a rolling 12-month basis. Mobile Devices 2025 2024 2023 Devices collected through all trade-In programmes Number of units 22,387 12,647 3,846 Network Equipment 2025 2024 2023 Equipment collected for reuse Number of units 8,241 5,742 6,951 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 126 Sunrise Annual Report 2025 I Sustainability Task Force on Climate-Related Financial Disclosures (TCFD) Report Climate change is a material topic for Sunrise and demands strategic focus on its future implications, as described in this TCFD report. This includes the assessment of physical impacts and identification of critical scenarios that must be avoided to safeguard long-term resilience. It also addresses the transition to a net-zero future, outlining associated risks and recognising the opportunities that arise from this transformation. Further details regarding the Sunrise transition to net zero are provided in the Transition Plan section. Sunrise began its climate-change risk assessment in 2024 following the spin-off to evaluate the company's climate-related risks and opportunities as an independent entity. The assessment adhered to the recommendations set out in the guidelines from the Task Force on Climate-related Financial Disclosures and the following report includes the suggested disclosures on governance, strategy, risk management, targets and metrics. Governance Climate-related matters including risks and opportunities are part of the overarching Sunrise sustainability governance structure described in the section Sustainability organisation of the Sustainability Report. Furthermore, those responsibilities are allocated at Board level, under the responsibility of the Audit Committee, as described in the Corporate Governance Report. Strategy In 2024, a comprehensive qualitative assessment of physical and transition risks was conducted to identify key risks and opportunities facing Sunrise under two opposing climate scenarios (high-emission scenario and low-emission scenario). The assessment considered impacts from today (short-term) until 2030 (mid-term) and 2050 (long-term). Based on these outcomes, Sunrise went on to conduct a quantitative analysis of climate risks in 2025. Outlined below are the detailed methodology descriptions as well as the consolidated results of this two-step analysis. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 127 Sunrise Annual Report 2025 I Sustainability Physical risks High-emission scenario Sunrise evaluated a high-emission scenario where physical climate risks dominate, including short-term extreme events (acute risks) and long-term shifts in climate patterns (chronic risks). In this high-emission scenario, GHG emissions rise steadily through to 2100, driving a +4 °C temperature increase by the end of the century (IPCC scenario RCP8.5). Economic growth remains resource-intensive, with high material and energy consumption and greater resource exploitation. Decarbonisation efforts by some nations are insufficient to reduce global emissions or resource intensity significantly. Understanding this scenario is essential to anticipate the business impacts of rising emissions and the severe consequences physical risks pose to infrastructure, operations and overall resilience; these are to be avoided. Sunrise analysed the projected exposure of operational sites in Switzerland under this high-emission scenario. The assessment combined site-specific geolocations with climate-modelling data covering multiple chronic and acute hazards. Results of the qualitative analysis The following table represents the outcomes of the qualitative climate risk assessment, including a description of acute and chronic physical risks and impacts: Risk Area Risk Description and Impact Risk Mitigation Strategies (in progress and planned) Acute Sunrise may face significant risks from acute physical weather events, which may result in a range of challenges. Extreme weather events (for example, flash floods, hailstorms and landslides) may, among other risks, lead to: • Damage to antennas, transmission stations and network infrastructure, leading to reduced service coverage and operational disruptions. • Limited accessibility for technical staff to reach work sites, particularly during extreme weather, delaying critical maintenance and repairs. • Higher maintenance and repair expenses to ensure network resilience and reliability. • Escalating insurance premiums and/or reduced availability of insurance coverage in the market adds financial strain to addressing climate- related vulnerabilities. • Indirect impacts of extreme weather disruptions in the supply chain, which may hamper the ability of Sunrise to provide services or products to its customers. Time horizon, likelihood, magnitude: Unabated climate change will increase the frequency and severity of extreme weather events progressively, with risks growing significantly by mid-century and beyond. Time horizon: mid-term, long-term Likelihood: likely Magnitude: high Implement climate-resilient infrastructure: Evaluate opportunities to upgrade antennas, transmission stations and critical infrastructure with elevated bases in flood-prone areas and heat-resistant materials. This minimises damage during extreme weather events, reduces maintenance costs and ensures network continuity. Adopt energy-efficient and heat-resilient solutions: Further adopt the employment of low-energy cooling systems, heat-resilient lithium-ion batteries and ventilation-based cooling to reduce reliance on refrigerants. These measures address rising cooling demands, lower operational costs and enhance energy efficiency. Enhance supply-chain resilience: Evaluate sourcing diversification strategies, intensify the integration of climate criteria into supplier selection. These actions mitigate supply-chain disruptions and ensure reliable access to critical network equipment. Chronic Sunrise may face long-term risks from chronic physical conditions related to climate change. Long-term climate events may lead to: • Rising temperatures and prolonged heatwaves: Higher average temperatures increase cooling demands for the Sunrise technical centres and telecommunications infrastructure, driving up energy costs and operational expenses, and potentially raising scope 2 GHG emissions. Without efficient cooling, the risk of equipment overheating threatens service continuity. • Shifts in precipitation patterns: Changes in rainfall patterns may affect electricity supply stability. • Water scarcity: Water consumption for Sunrise infrastructure in water-stressed areas can lead to rising costs and reputational risks, especially if it impacts local communities’ water availability. • Climate variability: Long-term shifts in climate conditions could reduce the performance and reliability of the Sunrise infrastructure, increasing maintenance cost and operational disruptions. Time horizon, likelihood, magnitude: Unabated climate change will shift both global and local climate patterns progressively, with risks growing significantly by mid-century and beyond. Time horizon: mid-term, long-term Likelihood: likely Magnitude: high Implement high-efficiency energy systems for infrastructure: Sunrise can integrate advanced, low-energy cooling solutions in data centres and technical facilities. These measures will address rising temperatures, while simultaneously reducing energy costs and greenhouse-gas emissions. Enhance energy efficiency and renewable energy adoption: Sunrise can expand on-site renewable energy installations (e.g., solar panels) where applicable and secure long-term renewable- energy contracts. Integrate environmental considerations and build societal resilience: Sunrise evaluates environmental factors, such as extreme weather resilience, into site selection for future operations. Shifting some operations to cloud-based or collocated facilities can be paired with sustainability criteria to ensure environmental benefits. Additionally, the products and services of Sunrise can enhance adaptability to extreme weather events and support emergency systems, contributing to broader societal resilience. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 128 Sunrise Annual Report 2025 I Sustainability


 
Results of the quantitative analysis Assessment of financial exposure: Using scenario-based exposure scoring, the assessment identified sites with elevated vulnerability to specific hazards and evaluated overall climate- risk exposure under the assumption of no mitigation measures (gross risk). The analysis provides a comprehensive view of asset exposure to physical climate risks across the three time horizons. Sites classified as high risk will be prioritised for targeted business support. The analysis is based on national or regional data and does not provide detailed local forecasts. It does not explicitly account for climate tipping points, which could amplify both climate and financial impacts. While sudden shocks or simultaneous events are not modelled, interactions between hazards, such as extreme heat and wildfires, often display non-linear dynamics and may lead to underestimated risk levels. Overview of financial exposure: The following table provides an overview of the financial exposure due to physical climate risks: Physical Risk Current 2030 2050 Trend Heavy precipitation and pluvial flood Medium Medium Medium Wind gusts Medium Medium Medium Extreme heat Low Low Low Cold spells Medium Medium Low River flooding Low Low Low Wildfire activity Low Low Low Material hazard with: stable trend increasing trend decreasing trend Lower material hazard with: = stable trend The table outlines projected exposure to physical climate risks for Sunrise operations in Switzerland. The evaluated financial impact is based on the combined gross risk across all sites, assuming all sites are affected simultaneously, which is considered highly unlikely. Aridity, coastal flooding, storm surge and tropical cyclones (wind) do not present an immediate or long-term risk to Sunrise, due to the region where Sunrise operates. Consequently, the focus lies on the following climate risk drivers: cold spells, extreme heat, heavy precipitation and pluvial flood, river flooding, wildfire activity and wind gusts. The exposure level for most drivers is expected to remain largely unchanged compared to today. The greatest asset exposure, both now and in the long term, comes from heavy precipitation, pluvial flood and wind gusts. Wildfire activity and river flooding will continue to pose moderate, stable risks over time. At present, exposure to extreme heat is minimal, but it is projected to rise in the medium and long term. In contrast, exposure to extreme cold will decrease over time. Given that overall risk exposure remains relatively stable across the assessed time horizons, the existing climate risk-mitigation measures should be evaluated to ensure they remain effective in the long-term. This review should prioritise a strategic shift in focus: reducing emphasis on cold-spell preparedness, which is projected to decline in relevance, and strengthening resilience against extreme heat, which is expected to increase. This assessment is limited to the operations of Sunrise within Switzerland. However, physical climate risks are likely also to have indirect effects throughout the supply chain, particularly regarding the availability of critical goods. Any resulting financial implications for Sunrise are expected to occur indirectly, rather than through direct damage to the company’s physical assets. Information about the strategy to reduce the exposure of Sunrise to the identified carbon risks is provided in the section Energy use and climate protection. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 129 Sunrise Annual Report 2025 I Sustainability Transition risks Low-emission scenario Sunrise also considered a low-emission scenario aligned with global climate targets, outlining the trajectory to achieve net zero by 2050 and in which transition risks and opportunities dominate. In this scenario, global GHG emissions drop by over half by 2050, with average temperatures rising no more than +2 °C by the end of the century (Intergovernmental Panel on Climate Change IPCC scenario RCP2.6). This scenario aligns with the goals set out in the Paris Agreement, driven by a rapid global shift to a low-carbon, electrified economy. Resource and energy intensity decline across sectors, as nations take strong actions to reduce emissions and advance carbon capture for hard-to-abate sectors. This scenario is essential for assessing the impact of ambitious decarbonisation strategies and determining the level of investment required to achieve the envisioned future state. Results of the qualitative analysis The following table represents the outcomes of the qualitative climate risk assessment, including a description of identified transition risks and impacts: Market Escalating carbon and energy costs driven by rising data demand and taxation: Sunrise may face escalating operational costs as rising carbon taxes, energy-price volatility and increasing data demands drive higher emissions. Data demands are growing from technologies such as 5G, Internet of Things (IoT) and artificial intelligence (AI), causing greater energy consumption. In turn, this increases exposure to higher energy costs and carbon taxation which impacts profitability and requires proactive sustainability measures to reduce emissions and improve energy efficiency. Time horizon, likelihood, magnitude: Expected to increase continually. Time horizon: mid-term, long-term Likelihood: very likely Magnitude: high Maintain renewable electricity commitment and price stability: As a 100% renewable-electricity user, continue stabilising costs through the current electricity purchasing strategy along with an additional focus on long-term power purchase agreements (PPAs), on-site renewable installations, and other measures as deemed necessary. Additionally, evaluate cost-effective carbon offsetting and removal options to manage residual emissions, ensuring resilience against market volatility and regulatory requirements for offsets which will be a focus in the upcoming years, when the potential for reducing own emissions will have been exhausted. Enhance energy efficiency in the infrastructure: Ongoing high focus on implementing energy-efficient network upgrades and AI- and IoT-driven energy management to reduce energy consumption. Keeping the focus on modernising infrastructure, such as 5G and fibre upgrades, to lower operating costs and emissions further. Sustainability management practices: Mitigate upstream emissions by engaging with suppliers and applying green procurement standards, enhancing data quality, supporting suppliers in reducing their carbon footprint and fostering sustainable practices within the supply chain. Internal innovation incentives: Evaluate an internal incentive scheme to foster emission-reducing projects, offset tax liabilities and drive innovation in energy efficiency across the organisation. Increasing customer and investor sustainability expectations: With rising expectations for strong sustainability performance, Sunrise faces high demands from customers and investors prioritising sustainability. Investors may divest from companies lacking clear sustainability targets, while B2B clients may favour providers with robust sustainability credentials, affecting competitive positioning. Falling short of expectations may result in reduced market share, damaged brand reputation and limited access to capital. Time horizon, likelihood, magnitude: Expected to increase continually. Time horizon: mid-term Likelihood: more likely than not Magnitude: medium Expand green products and service offerings: Further develop sustainable, energy-efficient telecom solutions to help clients reduce their footprint, such as low-carbon- emission devices, IoT and AI applications, for example, smart-building tools, and maintain remote-working support. Enhance sustainability reporting transparency: Maintain alignment with sustainability-reporting standards, like GRI and TCFD, and science-based targets. Regularly publish progress to generate customer, public and investor confidence. Further support sustainability-linked financing: Issue bonds or loans with favourable terms tied to sustainability goals, lowering capital costs upon achieving carbon or efficiency milestones. Implement a customer sustainability data tool: Evaluate dashboard monitoring and other approaches to help B2B customers track their telecom carbon footprint, aiding them in their own sustainability reporting. Maintain sustainability training and awareness programme for employees: Provide ongoing sustainability training to educate employees on sustainability, ensuring they can effectively communicate and contribute to Sunrise initiatives towards customers. Risk Area Risk Description and Impact Risk Mitigation Strategies (in progress and planned) Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 130 Sunrise Annual Report 2025 I Sustainability Policy & Legal Growing compliance and reporting demands with potential climate litigation risk: Sunrise faces intensifying compliance demands for climate disclosures under Swiss and international frameworks (Swiss Art. 964 CO, TCFD, TNFD), requiring enhanced data collection and reporting capabilities. Alongside this, there is a growing risk of climate- related litigation over issues like greenwashing and regulatory non-compliance, driven by increasing climate awareness and stricter regulations. Time horizon, likelihood, magnitude: The risk exists today and Sunrise is building its sustainability capabilities to monitor and manage this risk in the future. Time horizon: short-term, mid-term, long-term Likelihood: likely Magnitude: low Regulatory engagement and proactive compliance: Maintain active engagement with regulatory bodies, industry associations and advocacy groups to stay informed about evolving regulations. Sunrise will focus on exceeding minimum compliance requirements where feasible, leveraging B2B- and investor-driven sustainability standards to reinforce market positioning. Centralised and dedicated sustainability-compliance team: Centralised compliance oversight is in place through a cross-functional team to monitor regulatory developments efficiently, assess emerging risks and ensure alignment with evolving sustainability requirements. This dedicated approach supports robust compliance tailored to the company's resources and capabilities. Adopt science-based targets with cost-aware audits: Sunrise has set and validated long-term net-zero science-based emission-reduction targets (SBTi). It is also implementing a balanced approach to audits, using both internal and third-party audits strategically to maintain transparency and compliance while managing associated costs. Strengthen transparent climate disclosures and reporting: Sunrise is committed to transparent, high-quality climate disclosures aligned with TCFD and other relevant frameworks, emphasising thorough and credible reporting to meet B2B, investor and public expectations. Comprehensive, stakeholder- focused disclosures demonstrate accountability and mitigate risks related to perceived non-compliance or greenwashing. Implement verified environmental claims and cost-efficient certification: Ensure that environmental claims are accurate and backed by validated data and recognised certifications (e.g., ISO 14001) to reduce risks related to perceived greenwashing. Balance verification processes with cost considerations, avoiding overextension in areas where robust claims validation can be achieved without excessive resource allocation. Market & Technology Increasing low-carbon raw-material costs and limited availability: Sunrise faces rising costs and limited availability of critical raw materials (e.g., copper, lithium, rare earth metals) and low-carbon alternatives, directly impacting the procurement of materials for its own infrastructure. Additionally, indirect risks arise from limited availability of low-carbon materials used in products procured from third-party suppliers for B2C and B2B sales. Supply-chain disruptions and high demand for low-carbon alternatives could increase costs, delay technology rollouts and impair the ability to meet consumer needs and regulatory standards. Time horizon, likelihood, magnitude: Expected to increase continually. Time horizon: mid-term Likelihood: very likely Magnitude: high Circular-economy and product-longevity programme: Further advance circular-economy frameworks by refurbishing and reusing devices, designing modular, upgradeable products and extending product lifespans. This approach reduces raw-material dependency and supports resource conservation, lowering cost and environmental impact. Sustainable sourcing and supplier partnerships: Adopt and evaluate sustainable sourcing practices further, such as the establishment of long-term contracts with suppliers, and strengthen collaboration with key partners to ensure stable pricing and supply. Engage in transparent communication on potential material shortages and create contingency plans with low-carbon-oriented alternative suppliers. Low-carbon-material innovation and industry collaboration: Explore and further adopt low-carbon alternative materials, such as recycled metals and bio-based components, to reduce environmental impact. Collaborate with telecom-industry partners to develop shared standards for resource efficiency, benefitting from collective innovation and economies of scale. Investment in digital solutions to reduce material needs: Further promote digital and virtual services, like cloud-based and AI solutions, to minimise hardware requirements and reduce reliance on physical raw materials. Technology Insufficient adoption of circular-economy practices and efficient product design: With a societal shift toward a circular economy, Sunrise faces pressure to reduce waste, enhance resource efficiency and design products for longevity and recyclability. Failure to adopt circular principles effectively risks losing eco-conscious customers, facing regulatory fines with stricter e-waste laws and incurring higher production costs. Inadequate circularity may also restrict access to public procurement and partnerships with sustainability-focused clients. Time horizon, likelihood, magnitude: Expected to increase continually. Mid-term more relevant. Time horizon: mid-term Likelihood: more likely than not Magnitude: low Enhancing product renewal and trade-in programmes: Further fostering trade-in programmes for devices, encouraging returns for refurbishment and resale to reduce material demand and electronic waste. Adopt modular and sustainable product design: Continue collaboration with suppliers to design modular, upgradeable products such as routers, reducing full-device replacements and enhancing sustainability. Establish circular partnerships with suppliers and recyclers: Further promotion of partnerships with suppliers and recyclers to ensure sustainable sourcing and recyclability, fostering a circular supply chain for Sunrise products. Risk Area Risk Description and Impact Risk Mitigation Strategies (in progress and planned) Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 131 Sunrise Annual Report 2025 I Sustainability Results of the quantitative analysis Assessment of financial exposure: Expanding on the qualitative analysis of transition risks and opportunities, Sunrise assessed the potential financial exposure to climate-related transition risks. This analysis factored in projected future carbon and energy prices across low-emission scenarios, as these risks can be reliably quantified using well-established forecasts. These financial considerations are closely tied to the qualitative risks mentioned in the previous section, with global climate scenarios used as benchmarks for carbon and energy pricing under diverse policy, market and technology changes. The 2025 assessment examined both the direct operations, i.e., scope 1 and 2 emissions and associated energy expenses, and key value-chain impacts (scope 3 emissions), assessing the possible financial exposure to the low-emission scenario under two distinct future company pathways: • BAU: Business-as-usual, characterised by ongoing increases in energy use and emissions without additional progress beyond current efforts. This reflects the gross risk under the low-emission scenario with no mitigation measures implemented by Sunrise. • SBTi: A pathway aligned with achieving the company’s science-based net-zero commitments. This reflects the net risk under the low-emission scenario with mitigation measures implemented by Sunrise. This is the pathway to which Sunrise is committed, with related measures already in progress. The comparison of these company pathways is based on the transition-scenario frameworks developed by the Network for Greening the Financial System (NGFS) and the International Energy Agency (IEA), consistent with a low-carbon climate outlook (well below +2 ºC). The potential exposure is quantified by linking the company pathways to the corresponding anticipated emissions trends. These findings are exploratory insights rather than precise forecasts, offering a view of potential risks linked to the Sunrise emissions trajectory and varying global developments. To determine the financial exposure, multiple scenarios were analysed to reach the endpoints of the defined company pathways. The resulting exposure values were aggregated and the median across these scenarios was used to represent a robust estimate for each time horizon. Overview of financial exposure – energy pricing: Energy costs will remain a recurring expense for Sunrise under both pathways. However, since Sunrise already sources more than 90% of its energy from renewable sources, the impact is minimal and costs are expected to stay largely unchanged. While the IEA does not anticipate a sharp rise in renewable energy costs, continued monitoring is recommended. Overview of financial exposure – carbon pricing: The tables below outline the projected financial exposure to carbon pricing across the three time horizons. Scope 1 & 2 Climate scenario Business path Current 2030 2050 Median of all below +2 ºC scenarios BAU (Gross) Low Low High SBTi (Net) Low Low Low Scope 3 Climate scenario Business path Current 2030 2050 Median of all below +2 ºC scenarios BAU (Gross) Low Medium Very High SBTi (Net) Low Medium Low Financial impact (in CHFm): Low: <25; Medium: 25-50; High: 50-150; Very high: >150 Along a business-as-usual pathway, without decarbonisation measures, emissions, mainly within the value chain (scope 3), are expected to rise steadily. This would imply substantial carbon cost increases for Sunrise through to 2050, should its suppliers pass on these costs to Sunrise. In contrast, a net-zero-aligned pathway achieves substantial emission reductions, lowering carbon costs by approximately 30% in 2030 and over 90% by 2050 compared to business-as-usual. The risk of evolving raw-material prices is indirectly assessed within the transition-risk quantification under supply-chain carbon pricing, as specific price changes are captured in this category due to the current volatility and uncertainty of alternative material price projections. Carbon price assumptions differ significantly across Paris-aligned scenarios, with NGFS typically projecting higher levels than IEA. This variation creates a wide range of potential carbon costs under a business-as-usual pathway and corresponding avoided costs under a net-zero approach. By reducing exposure across all scenarios, the net-zero pathway emerges as the most resilient and risk-aware option for the future. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 132 Sunrise Annual Report 2025 I Sustainability


 
Transition opportunities The following table represents the outcomes of the qualitative climate opportunity assessment, including a description of identified transition opportunities and impacts. This assessment draws on the low-emission scenario described in the section Transition risks above. Opportunity Area Opportunity Description Achieving Opportunity Energy source and consumption Renewable electricity adoption and energy efficiency. Time horizon: short-term, mid-term, long-term Likelihood: very likely Magnitude: low Energy source: Ongoing evaluation in investment opportunities in on-site renewable installations and power purchase agreements demonstrates the Sunrise commitment to renewable energy adoption. In turn, this may bring opportunities to attract environmentally conscious customers, strengthen brand loyalty and increase competitive advantage. Energy consumption: Continuously upgrading to more energy-efficient infrastructure solutions and adopting advanced network technologies can lead to significant cost reductions. Over time, reduced energy consumption enhances profitability and provides a shield against volatile energy prices. Markets Enhanced sustainability of operations. Time horizon: mid-term, long-term Likelihood: very likely Magnitude: low Collaborating with suppliers to implement green procurement standards and extend these efforts into broader operating practices strengthens partnerships and fosters innovation. By adopting energy-efficient and low-carbon telecom solutions such as IoT, AI and smart-building technologies, Sunrise can help suppliers reduce emissions, enhance supply-chain resilience and create new revenue streams. This positions Sunrise to meet the increasing demand from customers aiming to lower their environmental footprint. Cost and material-use efficiency through circular economy. Time horizon: short-term, mid-term, long-term Likelihood: very likely Magnitude: medium Further implementing a trade-in and refurbishment programme for customer devices promotes circularity and reduces electronic waste. This initiative can provide cost advantages and supply-chain adaptability by extending device lifecycles, optimising resource use and aligning with the broader sustainability goals of Sunrise. Expanding customer demand due to data and connectivity needs. Time horizon: mid-term, long-term Likelihood: very likely Magnitude: high The growing demand for data and connectivity (Internet of Things, AI, 5G, streaming) in a net-zero economy provides opportunities for Sunrise to expand services, capture new market segments and drive revenue growth in a digital-focused world. Resilience Increased investor interest due to sustainability transparency. Time horizon: mid-term, long-term Likelihood: very likely Magnitude: low Continuing the strengthening of sustainability disclosures and alignment with frameworks like TCFD and SBTi increases transparency. This builds investor confidence, attracts sustainability-focused capital and may improve access to sustainable financing options. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 133 Sunrise Annual Report 2025 I Sustainability Risk Management Using climate-related scenario analysis as recommended by the TCFD, Sunrise evaluates the resilience of its operations and supply chain by conducting climate-related scenario analyses. For each identified risk and opportunity, climate mitigation and adaptation measures that would enhance the resilience of Sunrise against the identified risks and enable it to capitalise on the opportunities have been considered. The climate-change risk assessment is part of the company-wide Risk-Management system of Sunrise described in the Risk Management section of the Annual Report and in the ESG Risk Management section in this report. The approach to identifying and assessing climate risks and opportunities included reviewing peer disclosures, industry-specific research and literature from authoritative sources like IPCC, NGFS and IEA, and workshops, and also input from relevant internal stakeholders, scoring each risk based on vulnerability, likelihood and potential impact. Regular engagement with the sustainability and risk-management teams at Sunrise ensured alignment with the business context, while a physical risk assessment using a climate-risk modelling tool validated climate-hazard risks at key locations. A more in-depth quantitative analysis of these scenarios was carried out in 2025, including input and participation from the Finance, Risk & Assurance, Compliance and Facility departments. Metrics and Targets The metrics and targets used to assess climate-related risks are described in detail in the following sections: • Company targets and their contribution to the SDGs • Energy use and climate protection • Key Figures - Planet Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 134 Sunrise Annual Report 2025 I Sustainability Sustainability-linked debt instruments The objective of sustainability-linked debt instruments is to promote and encourage the contributions of borrowers to sustainability in the credit markets. Borrowers are evaluated against predetermined sustainability objectives using environmental, social and governance (ESG) metrics. The economic characteristics of the sustainability-linked debt instruments are contingent on this assessment. At Sunrise, sustainability-linked debt instruments are an important tool for expressing the Sunrise sustainability commitments to stakeholders and shaping its performance in a transparent and responsible way. Below is a summary of the sustainability-linked debt instruments’ performance within the reporting year. Target 1: GHG emissions Scope 1 & 2 Sunrise has set itself the goal of reducing scope 1 and 2 GHG emissions by 51% by 2032 (base year 2022). This target is linked to SBTi requirements. Description: As part of its SBTi commitments, Sunrise monitors greenhouse-gas emissions from its operations. Scope 1 and 2 include direct emissions from sources owned or controlled by the company, such as heating, owned or leased fleet and coolants, as well as indirect emissions from purchased electricity, heat and other sources. Achievement: In 2025, Sunrise recorded scope 1 and 2 market-based emissions of 1,009 t CO2e, which represents a change of -49% in comparison to the base year 2022. Target 2: Share of women in leadership roles Sunrise aims to achieve a share of women in leadership roles of at least 25% by 2030 (base year 2023: 16.9%). Description: Sunrise tracks its performance by measuring the percentage of women in upper management (level 5 and above). Achievement: In 2025, Sunrise increased the share of women in leadership roles to 18.9%. External assurance Sunrise engaged KPMG AG to undertake independent limited assurance using the assurance standards ISAE 3000 (Revised) and ISAE 3410 for the sustainability information in the section Sustainability-linked debt instruments of the Sustainability Report for the year 2025. The selected sustainability information consists of key performance indicators in the following areas for the year 2025: cumulative reduction in scope 1&2 GHG emissions compared to 2022 baseline and share of women in leadership roles. KPMG AG has provided limited assurance over this selected data which is available in the independent limited assurance report. The level of assurance provided for a limited assurance engagement is substantially lower than for a reasonable assurance engagement. In order to reach its conclusion, KPMG AG performed a range of procedures, the summary of which is included within its assurance report. Non-financial performance information and GHG quantification in particular are subject to more inherent limitations than financial information. It is important to read the GHG emissions and information in the context of the reporting criteria as set out in the updated Sustainability Reporting Criteria available on the Sunrise website. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 135 Sunrise Annual Report 2025 I Sustainability GRI Content Index GRI 1 used: GRI 1: Foundation 2021 Applicable GRI Sector Standard: none General Disclosures 1. The organisation and its reporting practices GRI 2: General Disclosures 2021 2-1 Organisational details Reporting basis and methodology 2-2 Entities included in the organisation’s sustainability reporting Reporting basis and methodology 2-3 Reporting period, frequency and contact point Reporting basis and methodology 2-4 Restatements of information All restatements can be found in the respective chapters. 2-5 External assurance Limited assurance report 2. Activities and workers GRI 2: General Disclosures 2021 2-6 Activities, value chain and other business relationships Operational review (Annual Report) 2-7 Employees People attraction, development and retention Key Figures - People 2-8 Workers who are not employees Information unavailable/ incomplete: Under review whether this KPI will be disclosed in the future. GRI Standard/Disclosure Location/Information Omission 3. Governance GRI 2: General Disclosures 2021 2-9 Governance structure and composition Corporate Governance Report 2-10 Nomination and selection of the highest governance body Corporate Governance Report 2-11 Chair of the highest governance body Corporate Governance Report 2-12 Role of the highest governance body in overseeing the management of impacts Sustainability organisation Corporate Governance Report 2-13 Delegation of responsibility for managing impacts Sustainability organisation 2-14 Role of the highest governance body in sustainability reporting Sustainability organisation 2-15 Conflicts of interest Corporate Governance Report 2-16 Communication of critical concerns Business ethics and governance Corporate Governance Report 2-17 Collective knowledge of the highest governance body Corporate Governance Report 2-18 Evaluation of the performance of the highest governance body Compensation Report 2-19 Remuneration policies Compensation Report 2-20 Process to determine remuneration Compensation Report 2-21 Annual total compensation ratio Confidentiality constraints: Sunrise does not communicate information on median salaries. GRI Standard/Disclosure Location/Information Omission Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 136 Sunrise Annual Report 2025 I Sustainability


 
4. Strategy, policies and practices GRI 2: General Disclosures 2021 2-22 Statement on sustainable development strategy Message to Stakeholders Shareholder Letter (Annual Report) 2-23 Policy commitments Code of Conduct Vendor Code of Conduct Human and Labour Rights Policy 2-24 Embedding policy commitments People attraction, development and retention Business ethics and governance Responsible supply chain 2-25 Processes to remediate negative impacts Business ethics and governance Code of Conduct 2-26 Mechanisms for seeking advice and raising concerns Business ethics and governance Corporate Governance Report 2-27 Compliance with laws and regulations Non-ionising radiation (NIR) Privacy and data security Business ethics and governance 2-28 Membership associations Stakeholder management 5. Stakeholder engagement GRI 2: General Disclosures 2021 2-29 Approach to stakeholder engagement Stakeholder management 2-30 Collective bargaining agreements People to attraction, development and retention Key Figures - People GRI Standard/Disclosure Location/Information Omission Material Topics GRI 3: Material Topics 2021 3-1 Process to determine material topics Sustainability strategy 3-2 List of material topics Sustainability strategy People attraction, development and retention GRI 3: Material Topics 2021 3-3 Management of material topics People attraction, development and retention GRI 401: Employment 2016 401-1 New employee hires and employee turnover Key Figures - People GRI 404: Training and Education 2016 404-2 Programmes for upgrading employee skills and transition assistance programs People attraction, development and retention 404-3 Percentage of employees receiving regular performance and career development reviews Key Figures - People Own indicators Number of vocational trainees Key Figures - People Growth score Key Figures - People Engagement score Key Figures - People Diversity, equity and inclusion GRI 3: Material Topics 2021 3-3 Management of material topics Diversity, equity and inclusion GRI Standard/ Disclosure other source Location/Information Omission Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 137 Sunrise Annual Report 2025 I Sustainability GRI 405: Diversity and Equal Opportunity 2016 405-1 Diversity of governance bodies and employees Key Figures - People Own Indicators Share of Women in Leadership Roles (level 5+) Key Figures - People Inclusion score average Key Figures - People Number of nationalities Key Figures - People Employees' health and well-being GRI 3: Material Topics 2021 3-3 Management of material topics Employees' health and well- being GRI 403: Occupational Health and Safety 2018 403-1 Occupational health and safety management system Employees' health and well- being 403-2 Hazard identification, risk assessment, and incident investigation Employees' health and well- being 403-3 Occupational health services Employees' health and well- being 403-5 Worker training on occupational health and safety Employees' health and well- being 403-6 Promotion of worker health Employees' health and well- being 403-8 Workers covered by an occupational health and safety management system Employees' health and well- being Own indicators Sickness rate Key Figures - People GRI Standard/ Disclosure other source Location/Information Omission Energy use and climate protection GRI 3: Material Topics 2021 3-3 Management of material topics Energy use and climate protection GRI 302: Energy 2016 302-1 Energy consumption within the organisation Key Figures - Planet 302-3 Energy intensity Key Figures - Planet 302-4 Reduction of energy consumption Key Figures - Planet GRI 305: Emissions 2016 305-1 Direct (Scope 1) GHG emissions Key Figures - Planet 305-2 Energy indirect (Scope 2) GHG emissions Key Figures - Planet 305-3 Other indirect (Scope 3) GHG emissions Key Figures - Planet 305-4 GHG emissions intensity Key Figures - Planet 305-5 Reduction of GHG emissions Key Figures - Planet 305-7 Nitrogen oxides (NOx), sulfur oxides (SOx), and other significant air emissions Key Figures - Planet Product design and circular economy GRI 3: Material Topics 2021 3-3 Management of material topics Product design and circular economy GRI 306: Waste 2020 306-4 Waste diverted from disposal Key Figures - Planet GRI Standard/ Disclosure other source Location/Information Omission Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 138 Sunrise Annual Report 2025 I Sustainability Own indicators CPE refurbished, resold, recycled Key Figures - Planet Number of mobile devices collected Key Figures - Planet Network equipment collected for reuse Key Figures - Planet Non-ionising radiation (NIR) GRI 3: Material Topics 2021 3-3 Management of material topics Non-ionising radiation (NIR) Network quality and reliability GRI 3: Material Topics 2021 3-3 Management of material topics Network quality and reliability Own indicators Network availability Network quality and reliability Network incidents Network quality and reliability Digitalisation and innovation GRI 3: Material Topics 2021 3-3 Management of material topics Digitalisation and innovation User protection and satisfaction GRI 3: Material Topics 2021 3-3 Management of material topics User protection and satisfaction GRI Standard/ Disclosure other source Location/Information Omission Privacy and data security GRI 3: Material Topics 2021 3-3 Management of material topics Privacy and data security Business ethics and governance GRI 3: Material Topics 2021 3-3 Management of material topics Business ethics and governance GRI 205: Anti-corruption 2016 205-2 Communication and training about anti-corruption policies and procedures Business ethics and governance 205-3 Confirmed incidents of corruption and actions taken Business ethics and governance GRI 206: Anti-competitive Behavior 2016 206-1 Legal actions for anti- competitive behavior, anti-trust, and monopoly practices Business ethics and governance Responsible supply chain GRI 3: Material Topics 2021 3-3 Management of material topics Responsible supply chain GRI 308: Supplier Environmental Assessment 2016 308-1 New suppliers that were screened using environmental criteria Responsible supply chain GRI 414: Supplier Social Assessment 2016 414-1 New suppliers that were screened using social criteria Responsible supply chain GRI Standard/ Disclosure other source Location/Information Omission Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 139 Sunrise Annual Report 2025 I Sustainability Content index for non-financial reporting in accordance with the Swiss Code of Obligations (Art. 964a ff. CO) Art. 964a ff. CO requirement Reference General information Business operations and impacts Description of the business model Operational Review (Annual Report) Sustainability at Sunrise Main risks ESG Risk Management  Risk Management (Annual Report) Non-financial matters Environmental matters Energy use and climate protection Product design and circular economy Non-ionising radiation (NIR) Task Force on Climate-Related Financial Disclosures (TCFD) Report Key Figures - Planet Social issues Network quality and reliability  Digitalisation and innovation  User protection and satisfaction Privacy and data security Employee-related issues People attraction, development and retention Diversity, equity and inclusion  Employee’s health and well-being Key Figures - People Respect for human rights Responsible supply chain Business ethics and governance People attraction, development and retention Diversity, equity and inclusion Combating corruption Business ethics and governance Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 140 Sunrise Annual Report 2025 I Sustainability


 
141 Sunrise Annual Report 2025 I Sustainability This page is intentionally left blank 142 Sunrise Annual Report 2025 I Sustainability This page is intentionally left blank 143 Sunrise Annual Report 2025 I Sustainability This page is intentionally left blank Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 144 Sunrise Annual Report 2024 I Corporate Governance


 
Table of Contents | Corporate Governance 145 Group Structure 146 Capital Structure 148 Board of Directors 153 Executive Commitee 168 Compensation Shares & Loans 174 Shareholder Participation Rights 175 Change of Control & Defence Measures 177 Auditor 179 Information Policy 180 Ordinary black out periods 180 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 145 Sunrise Annual Report 2024 I Corporate Governance Corporate Governance Corporate governance at Sunrise and its subsidiaries is ensured by the activities of the Board of Directors (the «Board»), the Committees of the Board (the «Committees»), the Chief Executive Officer (the «CEO») and the Executive Committee (the «Executive Committee») in accordance with the Articles of Association (the «Articles»), the Organisational Regulations (the «Organisational Regulations») and the Committee Charters (the «Committee Charters»). The corporate governance report has been prepared in accordance with the Directive on Information Relating to Corporate Governance of 2 December 2025, issued by SIX Exchange Regulation AG. All information within this corporate governance report refers to the company’s organisation, internal regulations and Articles that were in effect as of 31 December 2025 (unless specifically stated otherwise). The Articles are available on the Sunrise web page Guidelines and principles. The Organisational Regulations and the Committee Charters can be ordered from Sunrise free of charge. Group Structure and Shareholders Overview For an overview of the management organisation and operational group structure as of 31 December 2025, please refer to the table Operational non-listed entities, to the Subsidiaries and Associates section of the Financial Statements of the Annual Report and to the Board of Directors and Executive Committee descriptions in this report. Company Sunrise Communications AG Thurgauerstrasse 101b 8152 Glattpark (Opfikon) Switzerland Market capitalisation based on shares issued CHFm 3,133 as of 31 December 2025 Shares held by Sunrise 1.6 % of Sunrise share capital as of 31 December 2025 is held by Sunrise Security numbers Class A Shares (SIX Swiss Exchange): ISIN-Code CH1386220409, Swiss Security-No. 138622040 Ticker symbol SUNN. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 146 Sunrise Annual Report 2025 I Corporate Governance Sunrise holds the following operational affiliates: z Company name Registered office 31 December 2025, participation in % 31 December 2025, Share capital (CHF) Sunrise GmbH1 Switzerland 100 2,000,000.00 Sunrise Portugal S.A. Portugal 100 EUR 150,000.00 Swiss Open Fiber AG Switzerland 100 100,000.00 Télélavaux S.A. Switzerland 80 700,000.00 SITEL S.A. Switzerland 66.7 700,000.00 ello communication S.A. Switzerland 60 700,000.00 ITV Betriebsgesellschaft GmbH Switzerland 50 700,000.00 Swiss-Ski Store GmbH Switzerland 50 700,000.00 naxoo SA Switzerland 48.8 700,000.00 Télédistal S.A. Switzerland 38.9 (indirect) 700,000.00 REGIONALE GEMEINSCHAFTEN- ANLAGE SPIEZ AG REGAS Switzerland 30 700,000.00 TELDAS GmbH Switzerland 23 700,000.00 CH Media TV AG Switzerland 20 700,000.00 KABAG Kabelfernsehanlage Berg AG Switzerland 16.7 700,000.00 Tele Ticino SA Switzerland 7.5 700,000.00 InterGGA AG Switzerland 5.9 700,000.00 Diatel SA Switzerland 2.5 700,000.00 SVIT Immobilien Forum AG Switzerland 1 700,000.00 1Sunrise GmbH is the operating company of the Sunrise business. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 147 Sunrise Annual Report 2025 I Corporate Governance Significant shareholders Pursuant to the information provided to Sunrise by its shareholders in compliance with the Financial Market Infrastructure Act (FMIA), the following shareholders disclosed significant positions (≥ 3% of the voting rights) as of 31 December 2025.15 Disclosure notifications of significant shareholdings in Sunrise, including those which were published during the financial year 2025, are available on the website of SIX Exchange Regulation AG. Cross shareholdings As of 31 December 2025, Sunrise had no cross shareholdings with any other company exceeding 5% of the capital or voting rights. Capital Structure Share capital As of 31 December 2025, the Sunrise capital structure was as follows: Ordinary share capital issued CHF 7,385,743.36 (par value) divided into 71,276,895 fully paid-in registered shares with a par value of CHF 0.10 each («Class A Shares») and 25,805,386 fully paid-in registered shares with a par value of CHF 0.01 each («Class B Shares»). Conditional capital In accordance with the Articles of Association, the share capital may be increased within the capital range though the issuance of up to 7,235,743 fully paid-in Class A Shares for financing, acquisitions and other purposes. The share capital may also be increased up to CHF 723,574.30 (par value) through the issuance of up to 7,235,743 fully paid-in Class A Shares or up to 72,357,430 fully paid-in Class B Shares for employee participation. As of 31 December 2025, Sunrise had utilised CHF 150,000 of its conditional capital through the issuance of 1,500,000 fully paid-in Class A Shares (included under «ordinary share capital issued» above) for employee participation purposes. Capital range Upper limit: CHF 7,959,317.70 (par value) Lower limit: CHF 6,512,169.02 (par value) The Articles are available on the Sunrise website, section About us – Policies and Guidelines Corporate Governance at www.sunrise.ch/en/corporate/about-us/downloads. Exchange of Class B Shares As of 31 December 2025, 25,805,386 Class B Shares could still be exchanged into Class A Shares. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 148 Sunrise Annual Report 2025 I Corporate Governance 15 The percentage of voting rights must be read in context with the applicable stock exchange and disclosure rules. The actual shareholdings may differ from the figures indicated in the table, as Sunrise must only be notified by its shareholders if one of the thresholds defined in Article 120 of the Financial Market Infrastructure Act is crossed.


 
Details on capital range and conditional capital Capital range Article 4a of the Articles reads as follows: 1. Sunrise has a capital range from CHF 6,512,169.02 (lower limit) to up to CHF 7,959,317.70 (upper limit). The Board of Directors shall be authorised within the capital range to increase or reduce the share capital once or several times and in any amounts or to acquire or dispose of registered shares directly or indirectly until 8 November 2029 or until an earlier expiry of the capital range. The capital increase or reduction may be effected by issuing fully paid-in Class A Shares (registered shares) with a par value of CHF 0.10 and/or Class B Shares (registered shares) with a par value of CHF 0.01 and cancelling registered Class A Shares and/or Class B Shares, as applicable. 2. Subject to the limitations set forth in these Articles of Association, shareholders have a proportionate subscription right in the event of an issue of new Class A Shares and Class B Shares. This subscription right relates solely to Class A Shares for holders of Class A Shares and solely to Class B Shares for holders of Class B Shares. 3. In the event of an issue of shares, the subscription and acquisition of the new shares as well as any subsequent transfer of the shares shall be subject to the restrictions pursuant to Article 6 of these Articles of Association. 4. In the event of a capital increase within the capital range, the Board of Directors shall, to the extent necessary, determine the issue price, the type of contribution (including cash contributions, contributions in kind, set-off and conversion of reserves or of profit carried forward into share capital), the date of issue, the conditions for the exercise of subscription rights and the start date for dividend entitlement. In this regard, the Board of Directors may issue new Class A Shares and Class B Shares by means of a firm underwriting through a financial institution, a syndicate of financial institutions or another third party and a subsequent offer to the existing shareholders or third parties (if the subscription rights of the existing shareholders have been withdrawn or have not been duly exercised). The Board of Directors is entitled to permit, restrict or exclude the trading of subscription rights. It may permit the expiration of subscription rights that have not been duly exercised, or it may place such rights or shares as to which subscription rights have been granted, but not duly exercised, at market conditions or may use them otherwise in the interest of Sunrise. 5. In the event of a share issue, the Board of Directors is authorised to withdraw or restrict subscription rights of existing shareholders relating to Class A Shares and allocate such rights to third parties, Sunrise or any of its group companies: a. if the issue price of the new shares is determined by reference to the market price; or b. for raising equity capital in a fast and flexible manner, which would not be possible, or would only be possible with great difficulty or at significantly less favourable conditions, without the exclusion of the subscription rights of existing shareholders; or c. for the acquisition of companies, parts of companies, participations or of tangible or intangible assets by, or for investment projects of, Sunrise or any of its group companies, or for the financing or refinancing of any of such transactions through a placement of shares; or d. for purposes of broadening the shareholder constituency of Sunrise in certain financial or investor markets, for purposes of the participation of strategic partners including financial investors, or in connection with the listing of new shares on domestic or foreign stock exchanges; or e. for the participation of members of the Board of Directors, members of the Executive Committee, employees, contractors, consultants or other persons performing services for the benefit of Sunrise or any of its group companies. 6. After a change of the par value, new Class A Shares and Class B Shares, as applicable, shall be issued within the capital range with the same par value as the existing Class A Shares and Class B Shares. 7. In the event of a reduction of the share capital within the capital range, the Board of Directors shall, to the extent necessary, determine the use of the reduction amount. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 149 Sunrise Annual Report 2025 I Corporate Governance Conditional share capital based on the capital range for financing, acquisitions and other purposes Article 4b of the Articles reads as follows: 1. The share capital may be increased within the capital range through the issuance of up to 7,235,743 fully paid-in Class A Shares (registered shares) with a par value of CHF 0.10 each through the exercise or mandatory exercise of conversion, exchange, option, subscription or other rights to acquire Class A Shares, or through obligations to acquire Class A Shares, which were granted to or entered into with shareholders or third parties alone or in connection with bonds, notes, options, warrants or other securities or contractual obligations of Sunrise or any of its group companies (hereinafter collectively the «Financial Instruments»). The subscription rights of shareholders shall be excluded when Class A Shares are issued on the basis of any Financial Instruments. The then current owners of such Financial Instruments shall be entitled to acquire the new Class A Shares issued upon the exercise of any Financial Instruments. The main conditions of the Financial Instruments shall be determined by the Board of Directors. The Board of Directors shall be authorised to withdraw or restrict advance subscription rights of shareholders in connection with the issuance of Financial Instruments by Sunrise or one of its group companies if (1) there is an important reason pursuant to Article 4a para. 4 of these Articles of Association or (2) the Financial Instruments are issued on appropriate terms. If the advance subscription rights are neither granted directly nor indirectly by the Board of Directors, the following shall apply: a. the acquisition price of the Class A Shares shall be set taking into account the market price at the date on which the Financial Instruments are issued; and b. the Financial Instruments may be converted, exchanged or exercised during a maximum period of 15 years from the date of the relevant issuance or entry. 2. The declaration of acquisition of Class A Shares based on this Article 4b shall refer to this Article 4b and be made in a form that allows proof by text. A waiver of the right to acquire Class A Shares based on this Article 4b may also occur informally or by lapse of time; this also applies to the waiver of the exercise and forfeiture of this right. 3. The direct or indirect acquisition of Class A Shares based on this Article 4b and any subsequent transfer of Class A Shares shall be subject to the restrictions of Article 6 of these Articles of Association. The grant of rights to acquire Class A Shares or the entering into of obligations to acquire Class A Shares on the basis of this Article 4b is only permitted as far as Article 4a of these Articles of Association concerning the capital range is in full force. The lapse of the capital range shall not affect the validity of rights to acquire Class A Shares granted or obligations to acquire Class A Shares entered into on the basis of this Article 4b. If such rights or obligations have been granted or entered into, this Article 4b shall not cease to be effective upon the lapse of the capital range. Conditional share capital for employee participation Article 4c of the Articles reads as follows: 1. The share capital may be increased in an amount not to exceed CHF 723,574.30 through the issuance of up to 7,235,743 fully paid-in Class A Shares or up to 72,357,430 fully paid- in Class B Shares through the direct or indirect issuance of such registered shares, or through the exercise or mandatory exercise of rights to acquire such registered shares or through obligations to acquire such registered shares, which were granted to or entered into with members of the Board of Directors, members of the Executive Committee, employees, contractors or consultants of Sunrise or its group companies, or other persons providing services to Sunrise or its group companies. 2. The subscription rights and advance subscription rights of the shareholders of Sunrise shall be excluded in connection with the issuance of such shares, rights or purchase obligations. The issuance of such shares, rights or purchase obligations shall be made in accordance with one or more plans, regulations or resolutions to be issued by the Board of Directors or, to the extent delegated to it, the Compensation Committee, and to the extent applicable, taking into account the compensation principles pursuant to Article 29 of these Articles of Association. The issuance of such shares may be made at a price below the respective stock exchange price and such rights or purchase obligations may be granted below their intrinsic value. 3. The declaration of acquisition of shares based on this Article 4c shall refer to this Article 4c and be made in a form that allows proof by text. A waiver of the right to acquire shares based on this Article 4c may also occur informally or by lapse of time; this also applies to the waiver of the exercise and forfeiture of this right. 4. The direct or indirect acquisition of shares based on this Article 4c and any subsequent transfer of such shares shall be subject to the restrictions of Article 6 of these Articles of Association. Exchange of Class B Shares Article 4d of the Articles reads as follows: Holders of Class B Shares can exchange any ten Class B Shares for one Class A Share. The Board of Directors shall update the Articles of Association annually in a resolution in the form of a public deed. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 150 Sunrise Annual Report 2025 I Corporate Governance Changes in capital Sunrise was incorporated by Liberty Global Ltd. (Liberty Global) and registered with the commercial register of the Canton of Zurich on 3 May 2024, with a registered share capital of CHF 100,000 divided into 1,000,000 registered shares with a par value of CHF 0.10 each. As part of the spin-off of Sunrise from Liberty Global, Sunrise renamed the 1,000,000 registered shares to Class A Shares and repurchased them from Liberty Global Ltd. on 8 November 2024. In addition, Sunrise increased its share capital through an ordinary capital increase by CHF 7,135,743.36 to CHF 7,235,743.36 by issuing 68,759,702 Class A Shares and 25,977,316 Class B Shares to Liberty Global Ltd.'s shareholders of record. In 2025, Sunrise increased its existing share capital by CHF 150,000 to CHF 7,385,743.36 by issuing 1,500,000 Class A Shares from its conditional capital. Shares Security Ticker symbol ISIN Valor Number of securities issued Class A shares (per value of CHF 0.10 each) SUNN CH1386220409 138622040 71,276,895.00 Class B shares1 (per value of CHF 0.01 each) CH1386220722 138622072 25,805,386.00 1The Class B Shares are not listed on a stock exchange in any jurisdiction. As of 31 December 2025, Sunrise has two share classes and the share capital of Sunrise is divided into 71,276,895 Class A Shares and 25,805,386 Class B Shares. All shares are issued in registered form. Each share entitles its holder to one vote (with regard to voting rights, please refer to section Shareholder’s Participation Rights, Voting Rights). Sunrise maintains a share register showing the name and address of the shareholders or usufructuaries. Only persons registered as shareholders, usufructuaries or nominees of registered shares in the share register shall be recognised as such by the Company. Article 14 of the Articles stipulates the following voting rights limitation and regulations on representation under para. 1 and 2: 1. Each share shall convey the right to one vote. The voting rights are subject to the conditions of Articles 6 and 7 of these Articles of Association. 2. The Board of Directors shall establish the rules regarding the participation in and representation at the Shareholders' Meeting and determine the requirements as to proxies and instructions. A shareholder may be represented at the Shareholders' Meeting by the independent voting rights representative, their legal representative or, by means of a written proxy, by any other proxy who need not be a shareholder. All shares held by a shareholder may only be represented by one person. Paragraphs 3 to 4 of Article 14 refer to the independent voting rights representative. For the entire wording of Article 14 please see the Articles which are available on the Sunrise website, section About us – Policies and Guidelines – Corporate Governance at www.sunrise.ch/en/corporate/about-us/downloads. All Sunrise shares are entitled to dividends, in relation to their par value, if declared. This means that Class B Shares have one-tenth of the economic entitlement of Class A Shares. Please find more information on the Sunrise website https://www.sunrise.ch/ en/corporate/investor-relations/shareholder-resources. Participation certificates and profit sharing certificates As of 31 December 2025, Sunrise has not issued any non-voting equity securities, such as participation certificates («Partizipationsscheine») or profit sharing certificates («Genusscheine»). Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 151 Sunrise Annual Report 2025 I Corporate Governance Limitation on transferability and nominee registration The Articles do not contain a clause limiting the transferability of shares. The Articles contain a nominee registration provision in Article 6, which reads as follows: 1. Sunrise shall maintain, itself or through a third party, a share register for the registered shares that lists the surname and name (the name of the company in the case of a legal entity), the address and nationality (the place of incorporation in the case of a legal entity) of the shareholders or usufructuaries. A person registered in the share register shall notify the share registrar of any change in contact information. Communications from Sunrise shall be deemed to have been validly made if sent to the shareholder's or authorised delivery agent's last registered contact information in the share register. 2. Persons acquiring registered shares shall be registered in the share register as shareholders with voting rights upon their request if they expressly declare that they have acquired these registered shares in their own name and for their own account, that there is no agreement on the redemption of the relevant shares and that they bear the economic risk associated with the shares. 3. The Board of Directors may register individual persons who do not expressly make the declarations pursuant to paragraph 2 of this Article in the registration application (the Nominees), and with whom Sunrise has concluded a corresponding agreement, as shareholders with voting rights up to a maximum of 3% of the registered share capital entered in the commercial register. Above this registration limit, the Board of Directors may register Nominees with voting rights in the share register if the Nominees disclose the surnames and first names, addresses, nationalities and shareholdings of those persons for whose account they hold 0.5% or more of the registered share capital entered in the commercial register. The Board of Directors is authorised to enter into agreements with nominees regarding the reporting obligation. 4. Legal entities and partnerships or other associations of persons or joint ownership relationships that are linked to each other by capital or voting rights, by common management or in any other way, as well as natural persons or legal entities or partnerships that act in a coordinated manner with a view to circumventing the provisions on Nominees (in particular as a syndicate), shall be deemed to be a Nominee within the meaning of the preceding paragraph. 5. After hearing the registered shareholder or Nominee, the Board of Directors may cancel such person's registration in the share register with retroactive effect as of the date of registration if such registration was made based on false or misleading information. The relevant shareholder or Nominee shall be promptly informed of the cancellation. 6. The Board of Directors shall regulate all details and issue the instructions necessary to ensure compliance with the preceding provisions. In special cases, the Board of Directors may grant exceptions from the rules concerning Nominees. The Board of Directors may delegate its duties. As of 31 December 2025, Sunrise has only entered into nominee agreements with JPMorgan Chase Bank, N.A. acting as the depositary of Sunrise Class B ADS. The Articles are available on the Company website, section About us – Policies and Guidelines – Corporate Governance at www.sunrise.ch/en/corporate/about-us/downloads. Exceptions granted in the year under review Sunrise has not granted any exceptions with regard to limitation of transferability and nominee registrations during the year under review. Required majority for a change of the limitations of transferability Pursuant to the Articles, a change of the limitations on the transfer of registered shares or the removal of such limitations requires a resolution of the Shareholders' Meeting (the «Shareholders' Meeting») passed by at least two thirds of the votes represented and the majority of the par value of shares represented, as well as the majority of the votes of the Class B Shares represented. Convertible bonds and options As of 31 December 2025 Sunrise had no convertible bonds or options issued. Termination of sponsored ADS programmes Sunrise successfully concluded the planned delisting of the Class A American Depositary Shares (ADS) from the Nasdaq Global Select Market on 15 August 2025 and the termination of the Class A ADS programme took effect on 13 November 2025. The termination of the sponsored Class B ADS programme was delayed due to the shutdown of the U.S. government and took effect on 30 January 2026. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 152 Sunrise Annual Report 2025 I Corporate Governance


 
Board of Directors Members of the Board of Directors Composition of the Board of Directors As of 31 December 2025, the Board comprised seven non-executive members. The members of the Board are elected individually and for a term of office extending until completion of the next Annual General Meeting (the «AGM»). The Chairperson (the «Chairperson» or «Chairman») of the Board and the members of the Compensation Committee are elected annually by the Shareholders' Meeting. The following table sets forth the name, age and position with Sunrise of each member, followed by their curricula vitae with a short description of each member’s business experience, education and activities. A comprehensive list of all mandates that are comparable to board of directors or executive committee mandates at entities that have an economic purpose, other than within the Sunrise Group, is disclosed in the section Activities at other companies of the Compensation Report in accordance with Art. 734e CO. None of the members of the Board (members as of 31 December 2025) have ever been in a managerial position at Sunrise or any of its subsidiaries. None of the members of the Board have significant business connections with Sunrise or any of its subsidiaries. Members of the Board Name Age Position Michael T. Fries 62 Chair Adam Bird 59 Member of the Board Ingrid Deltenre 65 Member of the Board Thomas D. Meyer 63 Member of the Board Catherine Mühlemann 59 Member of the Board Enrique Rodriguez 63 Member of the Board Lutz Schüler 57 Member of the Board Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 153 Sunrise Annual Report 2025 I Corporate Governance Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 154 Sunrise Annual Report 2025 I Corporate Governance Michael T. Fries | Chair of the Board of Directors Michael Fries, a U.S. citizen, has nearly 40 years of experience in the telecom and media industry. He is the Chief Executive Officer of Liberty Global, a position he has held since 2005, and a co-founder of its predecessor over three decades ago. He has led Liberty Global’s investments and operations in Switzerland since 2005. Since 2017, Michael Fries has also been serving as the Executive Chairman of Liberty Latin America Ltd. He has been a member of the boards of Lions Gate Entertainment Corp. (ended in May 2025), of Lionsgate Studios Corp. since 2024 and of Grupo Televisa S.A.B. since 2015. Since 2024 he has been serving on the GSMA board, and since 2013 on the Cable Labs board. Since 2017 he has been a trustee and since 2023 he has been a finance committee member of the Paley Center for Media. He was recognised as a Telecom Governor of the World Economic Forum as of 2015; later he served as a Digital Communications Governor and Steering Committee Member and currently he holds the position of an ICT Governor of the World Economic Forum. Michael Fries holds a B.A. from Wesleyan University and an M.B.A. from Columbia University. Adam Bird | Chair of the Nominating Committee, Member of the Compensation Committee Adam Bird, a U.S. citizen, has over 30 years of experience advising clients in, among others, the telecom, media, advertising and content industries, most recently as a senior partner and Global Head of Consumer Technology & Media at McKinsey & Company from 2009 until 2025. Prior to McKinsey & Company, Adam Bird was a senior partner at Booz Allen Hamilton, where he was the Managing Director of Global Consumer & Media Practices from 1997 to 2008. He is currently a senior advisor at Centerview Partners, a leading global investment bank, as well as an investor and advisor to select technology start-ups. Adam Bird has served as a member of the Board of Trustees of the Paley Center for Media and the Board of Trustees of Wesleyan University. He holds a B.A. from Wesleyan University. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 155 Sunrise Annual Report 2025 I Corporate Governance Ingrid Deltenre | Chair of the Compensation Committee Ingrid Deltenre, a Dutch-Swiss citizen, has over 25 years of experience in the media industry, having previously served as CEO of Publisuisse from 1999 to 2004 and as CEO of Swiss Television from 2004 to 2009. In her role as CEO of Swiss Television SF, she spearheaded the modernisation of the organisation, focusing on digital transformation, content diversification and audience engagement. From 2010 to 2017, Ingrid Deltenre served as the Director General of the European Broadcasting Union, a global association of European broadcasters. She has been a member of the boards of directors of Givaudan SA since 2015 and Vice-Chairwoman since 2023, DHL Group since 2016, Banque Cantonale Vaudoise BCV from 2014 to 2025, SPS Global since 2022 as well as Hochdorf Swiss Nutrition AG since 2024, and was formerly a member of the board of directors of Sunrise Communications Group AG from 2018 to 2020. Ingrid Deltenre holds an M.A. in Journalism and Educational Sciences from the University of Zurich. Thomas D. Meyer | Chair of the Audit Committee Thomas Meyer, a Swiss citizen, has been an operating partner at BLR Partners AG in Zurich since 2020. BLR Partners AG engages in advisory and investments for small and medium enterprises in the industrial sector. Prior to that, he spent over 30 years at Accenture in various national and international roles, from 2003 to 2020 as Managing Director, CEO and Country Managing Director, as Insurance Industry Lead Europe, Africa and Latin America (2013 – 2017) and Head of Accenture Digital for Austria, Germany, Switzerland and Russia (2016 – 2018). In 2020, Thomas Meyer was the Chairman of the board of directors of Sunrise Communications Group AG. Mr Meyer has been a member of the board of directors of Osterwalder AG since 2018, Neue Zürcher Zeitung AG since 2023, Artemis Holding AG since 2024 and the Noser Group AG from 2020 to 2025. Furthermore, since 2021, he has been Chairman of Swisscontact, a Switzerland-based international foundation operating in 40 countries in the area of international development work, in a pro-bono function. Thomas Meyer holds an M.B.A. from the University of St.Gallen and is actively engaged in its alumni organisation. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 156 Sunrise Annual Report 2025 I Corporate Governance Catherine Mühlemann | Member of the Audit Committee, Member of the Nominating Committee Catherine Mühlemann, a Swiss citizen, has over 25 years of experience in the media, telecom and e-commerce industries, having served as a partner at Andmann Media Holding from 2008 to 2015. Between 2001 and 2008, Catherine Mühlemann held various positions at Viacom International Media Networks (formerly known as MTV Networks), including as the CEO of Central Europe and Emerging Markets and as Chair of the board of Viva Media AG. Prior to this, she was the programme director of TV3 in Switzerland, where she was responsible for its programming strategy and content development. From 1994 to 1998, Catherine Mühlemann was a media counsellor at Swiss public television network SRF. She has been a member of the boards of directors of CH Media TV AG since 2023, Jungfraubahn Holding AG since 2022 and has been the President of the Board of Trustees, Chairwoman of the IT Committee, the Finance Committee, and the Marketing Committee of the SWISS FILMS Foundation since 2021. She has also served on numerous boards of directors and supervisory boards, as applicable, in the past, including Somedia AG from 2019 to 2024, Telecolumbus AG from 2015 to 2018, Swisscom AG from 2006 to 2019 and Kabel Deutschland Holding AG (now part of Vodafone) from 2011 to 2023. Catherine Mühlemann holds a Master of Arts in Media Sciences, Constitutional Law and German Literature from the University of Berne, a degree in Marketing and Business Economics from the Management School St. Gallen and a Federal Diploma in Public Relations Consulting from the Swiss Academy for Marketing & Communications (SAWI). Enrique Rodriguez | Member of the Audit Committee, Member of the Compensation Committee Enrique Rodriguez, a U.S. citizen, has been the Executive Vice President & Chief Technology Officer of Liberty Global since July 2018. Enrique Rodriguez has over 35 years of experience in high-technology and Fortune 500 global businesses. He previously served as the President, Chief Executive Officer and as a director of TiVo Corporation (TiVo) from November 2017 to July 2018. Prior to joining TiVo, Enrique Rodriguez was Executive Vice President and Chief Technology Officer of AT&T Entertainment Group from August 2015 to November 2017. From January 2013 to July 2015, he served as Executive Vice President, Operations and Products for Sirius XM and was Group Vice President of Sirius XM from October 2012 to January 2013. Prior to his employment with Sirius XM, Enrique Rodriguez was the Senior Vice President and General Manager of Cisco Systems’ service provider Video Technology Group. Enrique Rodriguez holds a B.Sc. in Electronics & Communications Engineering from Instituto Tecnologico de Monterrey, Mexico.


 
Changes in the Board in fiscal year 2025 All members of the Board were newly elected as part of the spin-off with effect from 8 November 2024. Since then, there have been no changes in the composition of the Board. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 157 Sunrise Annual Report 2025 I Corporate Governance Lutz Schüler | Member of the Nominating Committee Lutz Schüler, a German citizen, has over 25 years of experience in the telecom industry, currently as the Chief Executive Officer of Virgin Media O2, a position he has held since the £31 billion merger of the Virgin Media and O2 businesses in 2021. From June 2019 to May 2021, he served as CEO of Virgin Media, after spending ten months as the company’s Chief Operating Officer. Prior to his time at Virgin Media, Lutz Schüler was CEO of Unity Media from January 2011 to July 2018. Since August 2025, he has been serving on the board of directors of O2 Daisy Ltd. Earlier in his career, Lutz Schüler held several senior management roles with the Telefónica O2 group, including leading the integration of Hansenet Telekommunikation GmbH as its CEO in Germany following its acquisition by Telefónica O2 in 2010. Lutz Schüler holds a Bachelor’s degree in Business Administration from Universität Augsburg and an M.B.A. in Economics from Universität Augsburg. Rules in the Articles regarding the number of permitted mandates outside Sunrise The Articles referred to in the following chapters are available on the Sunrise web page Guidelines and principles. In accordance with Article 31 para. 1 of the Articles, no member of the Board may hold more than ten additional mandates of which no more than eight may be in listed companies. The following mandates are not subject to the limitations under para. 1 of this Article: • mandates in companies which are controlled by Sunrise or which control Sunrise; • mandates held at the request of Sunrise or companies controlled by it. No member of the Board may hold more than ten such mandates; and • mandates in associations, professional or trade associations, foundations, trusts, employee welfare foundations, educational institutions and similar organisations. No member of the Board may hold more than ten such mandates. Mandates shall mean mandates in comparable functions at other enterprises with an economic purpose. Mandates in different legal entities that are under joint control or the same beneficial ownership are deemed one mandate. As of 31 December 2025 all Board Members complied with the limitations stated in Article 31 of the Articles. Elections and terms of office In accordance with Article 16 through to Article 18 of the Articles: • The Board shall consist of not less than three and not more than nine members. • Each share class is entitled to elect one representative to the Board. • The Shareholders' Meeting elects the members of the Board and the Chairperson of the Board individually and for a term of office of one year until the completion of the next AGM. Re-election is possible. • If the office of the Chairperson of the Board is vacant, the Board appoints a new Chairperson from among its members for a term of office extending until the completion of the next AGM. • Except for the election of the Chairperson of the Board and the members of the Compensation Committee by the Shareholders' Meeting, the Board constitutes itself. The Board may, among other functions, elect one or several Vice-Chairpersons and appoint a secretary who need not be a member of the Board. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 158 Sunrise Annual Report 2025 I Corporate Governance Internal Organisational Structure Allocation of tasks within the Board Except for the election of the Chairperson and the members of the Compensation Committee (who are to be elected by the Shareholders' Meeting), pursuant to Article 716a para. 1 no. 2 of the Swiss Code of Obligations and Article 18 para. 2 of the Articles, the Board determines its own organisation. In accordance with the Organisational Regulations, the Board elects from its members each year at the first meeting after the AGM (i) the chairperson and members of the Audit Committee, (ii) the chairperson of the Compensation Committee and (iii) the chairperson and members of the Nominating Committee. The Board further appoints a secretary (and, if the Board so determines, one or more assistant secretaries) who need not be a member of the Board. The secretary, and in his/her absence any assistant secretary, acts as secretary to the Committees as well. The Chairperson The Chairperson of the Board chairs the Shareholders’ Meetings and presides over the Board. The Chairperson has the following duties and powers: 1. preparation of the agenda for the Shareholders’ Meetings and the Board meetings; 2. chairing the Shareholders' Meetings and the Board meetings (should the Chairman not be able to attend, the Chairman may delegate the chairing of the Shareholders' Meeting to another Board member); 3. informing the other members of the Board of material extraordinary events involving Sunrise or the Group; 4. ensuring that in urgent business matters all measures are taken to safeguard the interests of the Group if a regular Board resolution cannot be reasonably passed within the required time frame; 5. supervising compliance with and implementation of the resolutions of the Board; 6. interacting with the CEO and the other members of the Executive Committee outside of Board meetings; 7. monitoring the implementation of the measures decided by the Board; 8. representing the Board internally and externally; 9. ensuring that the Board Committees meet regularly, function efficiently and report adequately to the Board; and 10. coordinating, together with the Board Committees' chairpersons, the work of all Board Committees. The Chairman may attend any meeting of the Board Committees. The Vice-Chairperson and the Deputy Chairperson 1. The Board may elect a Vice-Chairman (the «Vice-Chairman») from its members for a term of office until the completion of the next AGM. If a Vice-Chairperson is appointed, the Board shall determine his/her duties. These duties may include the ability to call meetings of the Board. 2. Should the Chairman be unable to exercise his/her functions, the Vice-Chairman, if any, or any other Board member appointed by the Chairman shall act as his/her deputy (the «Deputy Chairman»). In such situation, the Deputy Chairman shall have the same powers and duties for the performance of his/her role as a deputy as those accruing to the Chairman, but such powers and duties shall be confined to actions and resolutions to be passed during the period of the representation. 3. The Board may delegate permanently or temporarily to the Deputy Chairman expert or special tasks. 4. If the Deputy Chairman is unable to act as a deputy, the longest serving member of the Board shall take his/her office. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 159 Sunrise Annual Report 2025 I Corporate Governance Committees As of 31 December 2025 Sunrise has the following standing Committees: • Nominating Committee • Compensation Committee • Audit Committee The Board may establish ad-hoc committees for dealing with specific matters. Each of them shall consist of such number of members of the Board as the Board may decide. The members of the Compensation Committee are elected by the shareholders at the Shareholders’ Meeting. The Board appoints the chairperson of the Compensation Committee and the members and the chairperson of each other Board Committee. If there are vacancies on the Compensation Committee, the Board may appoint substitute members from among its members for a term of office extending until completion of the next AGM. All three Committees assist the Board in fulfilling its duties and have decision authority to the extent described below. Nominating Committee Committee Membership The Nominating Committee consists of at least two and no more than four members, all of whom shall be members of the Board. The Nominating Committee members are appointed, and may from time to time be removed, by the Board. The Board designates one Nominating Committee member to act as chairperson of the Nominating Committee. The Committee Members are: 1. Adam Bird (chairperson), 2. Catherine Mühlemann; 3. Lutz Schüler. Functions and Responsibilities The Nominating Committee assists the Board in fulfilling its nomination-related matters. It performs the following duties and responsibilities: • Development of qualification criteria for potential director candidates; • Search for, interview and screen individuals qualified to become Board members (if directed by the Board); • Evaluation of candidates that have been proposed as Board members; • Retain and terminate any search firm for the search for director candidates including the approval of search fees; • Oversight over the self-evaluation of the Board; • Formation of subcommittees when deemed appropriate; • Regular reporting to the Board; and • Review and reassessment of the Committee Charter and recommendation of proposed changes to the Board. Meetings The Nominating Committee convenes as often as it determines is appropriate to carry out its responsibilities but at least once a year. The Nominating Committee may meet in person or via telephone, video conference or other means of direct communication. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 160 Sunrise Annual Report 2025 I Corporate Governance


 
Compensation Committee Committee Membership The Compensation Committee consists of at least two and no more than four members, all of whom shall be members of the Board. The Board recommends nominees for election to the Compensation Committee annually. The Shareholders’ Meeting elects the Compensation Committee members individually for a term of office until the completion of the next AGM. Re-election is possible. If there are vacancies on the Compensation Committee, the Board appoints substitute members from among the members of the Board for a term of office extending until the completion of the next AGM. The Board elects the chairperson of the Compensation Committee. The Compensation Committee members as of 31 December 2025 are: 1. Adam Bird 2. Ingrid Deltenre (chairperson) 3. Enrique Rodriguez Functions and Responsibilities The Compensation Committee assists the Board in fulfilling its compensation-related matters. It performs the following duties and responsibilities (non-exhaustive): • Oversee the design, review and regular assessment of the compensation and benefits strategy, the compensation principles applicable to the members of the Board and the Executive Committee, and the compensation system, including management incentive plans, and make recommendations to the Board in this regard; • Review, assess and monitor the implementation of the Short- and Long-Term Incentive plans for the senior management and any other participation or incentive plans of Sunrise and make proposals to the Board regarding their adoption, amendment or termination; • Propose to the Board any grants under any equity incentive plans to members of the Executive Committee, and make, or delegate the authority to make, such grants under any equity plans to beneficiaries other than members of the Executive Committee; • Propose to the Board the CEO’s compensation package and terms of employment and, upon recommendation of the CEO, the compensation packages of the other members of the Executive Committee; • Oversee and evaluate the performance of the members of the Executive Committee by establishing and recommending to the Board for approval a performance-evaluation framework for members of the Executive Committee, ensuring alignment with the company’s strategic goals through qualitative and quantitative measures; • Recommend to the Board the individual compensation of the members of the Board; • Recommend to the Board the proposals regarding the maximum aggregate amount of compensation of the Board of Directors and the Executive Committee to be submitted to the General Meeting of Shareholders for approval; • Prepare, together with the management, the Sunrise compensation report; • Ensure proper administration of the company's incentive plans; • Review at least annually the risks associated with the company's compensation policies and practices, both for the compensation of the members of the Executive Committee and for compensation generally and discuss such risks with management, as appropriate; • Adopt, implement and amend clawback policies relating to compensation arrangements for the members of the Executive Committee and any other members of the Sunrise management team; and • Assist the Board of Directors in discharging its responsibilities relating to the compensation of the members of the Executive Committee. Meetings The Compensation Committee meets as often as business requires, but at least two times a year, and shall hold special meetings as required. By invitation of the Committee Chair, the CEO may be present during the deliberations on his compensation, but not during the voting on his compensation. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 161 Sunrise Annual Report 2025 I Corporate Governance Audit Committee Committee Membership The Audit Committee consists of at least two and no more than four members, all of whom shall be members of the Board. The Audit Committee Members meet the experience and expertise requirements of the Swiss Code of Best Practice for Corporate Governance in its version of 2023 («Swiss Code of Best Practice») and Nasdaq listing rules. The Board may, at its discretion, determine that one or more Audit Committee members are financial experts as defined under the Swiss Code of Best Practice. As of 31 December 2025, all members of the Audit Committee are «financially sophisticated» and one is a «financial expert», as indicated below. The Audit Committee Members are appointed, and may from time to time be removed, by the Board. The Board designates one Audit Committee member to act as chairperson of the Audit Committee from time to time. The Board takes into account any recommendations of the Nominating Committee in making such appointments. The Audit Committee Members as of 31 December 2025 are: 1. Thomas Meyer (chairperson, financial expert) 2. Catherine Mühlemann (financially sophisticated) 3. Enrique Rodriguez (financially sophisticated) Functions and Responsibilities The Audit Committee assists the Board in fulfilling its audit-related duties. It performs the following duties and responsibilities (non-exhaustive): • Recommendation to the Board of a proposal to the Sunrise shareholders for the election, re-election and removal of the statutory auditor; • Oversight over the work of the statutory auditor (including resolution of disagreements between management and the statutory auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services; • Review and discussion of annual audited and interim statutory and consolidated financial statements with management and the statutory auditor; • Review and discussion of attestation and report on management's internal control of the statutory auditor; • Review and discussion on a quarterly basis of the terms of the statutory auditor's engagement, of any significant deficiencies or material weaknesses that have come to the attention of the auditor, of all critical and significant accounting policies and practices to be used, of all alternative treatments of financial information within IFRS and of other material written communications between the statutory auditor and management; • Discussions with management regarding the company's major financial risk exposures; • Review and discussion with management and the statutory auditor of any significant deficiencies and material weaknesses in the design or operation of internal controls; • Oversight of the company's relationship with the statutory auditor; • Oversight of the Sunrise internal audit function; and • Regular reporting to the Board. In January 2025, the Audit Committee formed a new ESG sub-committee, which is responsible for, among other things, overseeing the company's sustainability obligations. Meetings The Audit Committee convenes as often as it determines is appropriate to carry out its responsibilities but at least four times a year. The Audit Committee may meet in person or via telephone, video conference or other means of direct communication. Additionally, the Audit Committee meets periodically with the Executive Committee, internal auditor (or other personnel responsible for internal audit) and the statutory auditor in separate executive sessions. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 162 Sunrise Annual Report 2025 I Corporate Governance Working methods of the Board of Directors Board Meetings As a rule, the Board convenes as often as business requires, but at least three times a year. The meetings are called by the Chairman who also determines the agenda and items to be discussed at the Board meetings. He convenes and presides over the meeting of the Board. In the case of a tie in a Board meeting, the Chairman has no decisive vote. In preparation of the meetings, the Chairman may consult with the CEO and other Board members to determine the agenda. Each member of the Board may request the Chairman to place items on the agenda. The relevant request must be submitted in writing to the Chairman at least five days before the meeting. Urgent items, which are brought up after the notice of the meeting has been distributed, may be discussed at the meeting. Resolutions on such matters, however, can only be passed if a majority of the Board members, whether attending or not attending the meeting, agree to amend the agenda. The Board may hold its meetings as physical meetings or via telephone, video conferences or other means of direct communication. Unless the discussion pertains to the CEO and except for executive sessions, the Board intends that the CEO attends the meetings without a voting right. Meeting Attendance – Board and Board Committees Board of Directors Compensation Committee Nominating Committee Audit Committee Total meetings held 6 3 1 5 Members missed no meetings 7 3 3 3 Members missed one meeting 0 0 0 0 Members missed two or more meetings 0 0 0 0 Meeting attendance 100 % 100 % 100 % 100 % Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 163 Sunrise Annual Report 2025 I Corporate Governance Meeting Attendance – Individual Board Members Board Member Attendance rate Mike Fries 100 % Adam Bird 100 % Ingrid Deltenre 100 % Thomas Meyer 100 % Catherine Mühlemann 100 % Enrique Rodriguez 100 % Lutz Schüler 100 % Continuous development The Sunrise Board is committed to continuous development of both the Board as a whole and its individual members. In fiscal year 2025, the Board conducted an annual self-assessment using a questionnaire. This evaluation reviews the Board’s overall performance and efficiency, the effectiveness of its work processes, and the performance of the Chairman. It also considers the Board’s composition, organisation, responsibilities as defined in the Organisational Regulations, and the priorities and objectives for the reporting year. In June 2025, the Board held a dedicated on-site strategy workshop. During this session, members engaged with emerging technologies, innovations, and market trends, and elaborated on Sunrise strategic direction for the future. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 164 Sunrise Annual Report 2025 I Corporate Governance


 
Basic principles regarding the definition of the areas of responsibility between the Board of Directors and the Executive Committee Board Directors The Sunrise Board has the overall responsibility for overseeing, directing and supervising the management of Sunrise and its affiliates. It also has the authority to decide any matter that must be submitted to the Board according to the Organisational Regulations. The Board may act by written resolutions adopted by a majority of the votes cast. The Board has delegated the responsibility for the overall management of Sunrise and the Group to the CEO with the power to sub-delegate certain functions to the members of the Executive Committee pursuant and subject to the Organisational Regulations, with the exception of the specific duties that are explicitly stipulated as a Board responsibility by law, the Sunrise Articles or the Organisational Regulations. The following responsibilities remain with the Board (not exhaustive): • Ultimate direction of the business of Sunrise and the Group and the power to give the necessary directives; • Determination of the organisation of Sunrise; • Determination of the Company's and the Group's accounting principles, financial control, financial planning and internal control system; • Appointment and removal of the members of the Committees installed by itself as well as the persons entrusted with the management and representation of Sunrise and the Group, as well as the determination of their signatory power; • Ultimate supervision of the persons entrusted with the management of Sunrise, in particular with regard to their compliance with applicable law, the Articles, the Organisational Regulations and the directives of Sunrise; • Preparation of the annual report and any other reports as required by law; • Preparation of the Shareholders' Meeting and execution of its resolutions; • Passing of resolutions regarding capital increases, to the extent that they are in the power of the Board, as well as resolutions confirming increases or decreases of the share capital, the preparation of the capital increase report and the amendments to the Articles entailed thereby; • Passing of resolutions regarding the exchange of Class B Shares for Class A Shares, as well as the preparation of any reports relating thereto and the amendments to the Articles entailed thereby; • Notification of the court in the event that Sunrise is overindebted; • Non-delegable and inalienable duties and powers of the Board pursuant to the Swiss Merger Act; • Maintenance of the share register and the register of the beneficial owners; • Exercise of shareholder rights in the subsidiaries of Sunrise, as well as the control of the business activities of such subsidiaries; • Approval of the business strategy and the business plan of the Group; • Approval of certain Board-reserved matters; Establishment of the Sunrise dividend policy and any share buyback programmes of Sunrise; • Adoption or amendment of the remuneration and benefits strategy of Sunrise and the Group as well as the compensation principles applicable to the members of the Board and the Executive Committee; • Approval of the individual compensation of the members of the Board, subject to the maximum aggregate amount of compensation approved by the Shareholders' Meeting; • Determination of the remuneration and bonus of the CEO and, upon recommendation of the CEO, ratification of the remuneration and bonus of the other members of the Executive Committee and approval of the objectives determining the bonus of the CEO and ratification of such objectives for the other members of the Executive Committee, in each case consistent with any legal and statutory requirements and subject to the terms and conditions of the relevant employment contract and as well as to the maximum aggregate amount of compensation approved by the Shareholders Meeting; and • Establishment of standing or ad-hoc committees for dealing with specific matters; and • Review and approval of any recommendations of the Board with respect to matters within their purview. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 165 Sunrise Annual Report 2025 I Corporate Governance All members of the Board have joint signature authority, if any. Executive Committee The Executive Committee consists of the Chief Executive Officer (CEO), the Chief Financial Officer (CFO), the General Counsel and Corporate Secretary, and any further officers as decided by the Board. The members of the Executive Committee shall attend to the day-to-day business of Sunrise and the Group under the supervision of the CEO. The members of the Executive Committee shall have powers and duties delegated to them by the CEO. The CEO may adopt regulations setting out the powers and duties of the other members of the Executive Committee. Each member of the Executive Committee shall inform the CEO in the Executive Committee meetings about the course and development of the business and the most important events in his/her area regarding Sunrise and the Group. Outside of the Executive Committee meetings, each member of the Executive Committee shall immediately report any extraordinary event and any change within Sunrise and within the Group to the CEO. The CEO shall inform the members of the Executive Committee about relevant, material new developments, events and policies regarding Sunrise and the Group. The role and responsibilities of the Executive Committee are more precisely described below in the section Executive Committee. Information and control instruments vis-à-vis the Executive Committee The CEO and the CFO report at each meeting to the Board on the course of business of the Company and the Group in a manner agreed upon from time to time between the Chairperson and the CEO. Each member of the Board is entitled to request information about all affairs of Sunrise from the other Board members and from the members of the Executive Committee present. Outside of the Board meetings, each member of the Board may request information from the CEO on the general course of business of the Company and the Group after having so informed the Chairperson. To the extent necessary for the fulfilment of his/her duties, each member of the Board may also request that the Chairperson grants such member access to the relevant Company records. The CEO reports any material extraordinary events or developments within Sunrise and within the Group to the Chairperson in a timely manner. The CEO has the duty to provide all necessary information and documents to the Board. If the Chairperson rejects a request for information on specific matters or for access to records, the Board shall decide on this at its next meeting or by written resolution. Management Information System (MIS) To enhance the effectiveness of Board meetings and ensure that Board members are well-informed, a structured approach is implemented for briefing and information dissemination. An electronic information platform is utilised to provide all meeting documentation in advance, ensuring confidentiality and adequate preparation by Board members. Additionally, updates and action points from previous meetings are stored and tracked within the platform for easy reference and follow-up. Generally, during Board meetings, the CEO presents a structured overview of key business priorities and concerns, typically consisting of 3–5 core priorities driving strategic direction and 3–5 core concerns that require attention and mitigation. Deep-dive sessions on selected business topics or concerns take place during Board and Committee meetings, with relevant unit leaders participating to provide in-depth insights. A detailed review of financial performance and budgetary considerations is provided on a quarterly basis. Regular one-on-one meetings between the Chairman and the CEO ensure alignment on strategic matters and urgent issues. Additionally, in months without formal Board meetings, monthly calls between the Board and management keep members informed of the state of the business and any emerging issues. Control instruments are in place for oversight and risk management. The Audit Committee monitors financials, audit processes and risks, with the Chairperson of the Audit Committee having direct access to the CFO. The Audit Committee receives formal risk reporting on the most significant risks at least annually, including information on impact, likelihood and mitigations, and identified risks or other matters that require senior management attention are reported in the quarterly Audit Committee meetings. The Compensation Committee oversees human capital and organisational matters, with the Chairperson of the Compensation Committee directly engaging with the CPO. Committees play a key role in preparing topics for Board decisions and escalating significant operational or financial risks for Board consideration. A robust internal-control system ensures transparency and accountability in financial reporting. Additionally, specialised oversight subcommittees for cybersecurity and ESG operate in close collaboration with company leaders responsible for these areas to address evolving risks and regulatory expectations, taking into account information received on the whistleblowing platform. Material issues related to financial reporting are promptly raised to the Audit Committee between Board meetings to facilitate timely intervention and resolution. This structured approach ensures that Board members are well- equipped with relevant information, fostering informed decision-making and robust governance. Internal audit The Sunrise Internal Audit function is an independent and objective assurance function dedicated to helping Sunrise achieve its strategic objectives by strengthening governance, risk management and control frameworks for the benefit of customers, employees, shareholders and wider stakeholders. Internal Audit reports functionally to the Audit Committee and administratively to the CFO. This positioning provides the organisational authority and status to bring matters directly to senior management’s attention and escalate matters to the Audit Committee, when necessary, without interference. It also supports the internal auditors’ ability to maintain objectivity. Internal-audit engagements are performed, documented and communicated in accordance with the Internal Audit methodologies which are Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 166 Sunrise Annual Report 2025 I Corporate Governance aligned with the Institute of Internal Auditors' Global Internal Audit Standards 2024. Internal Audit tracks the status of remedial actions for all findings raised. The Audit Committee approves the risk-based Internal Audit plan for each year and monitors its execution, findings and the status of remedial actions. The Internal Audit status is a standing quarterly item in the agenda of the Audit Committee meetings and the Internal Audit function has direct access to the Audit Committee and is able to raise significant risk topics at any time. The Internal Audit plan includes reserves for specific reviews to be undertaken on request of the Audit Committee. Internal controls over financial reporting In accordance with the Nasdaq listing rules, Sunrise is required to comply with the relevant provisions of the Sarbanes-Oxley Act of 2002, including the implementation and operation of internal controls over financial reporting. This requirement existed prior to the spin-off from Liberty Global and continues until such time as Sunrise is permitted to cease reporting under the Securities Exchange Act of 1934, as amended (the «Exchange Act»), under applicable rules and regulations of the U.S. Securities and Exchange Commission. A comprehensive framework of internal controls has been defined to provide reasonable assurance to the Executive Committee and the Board of Directors regarding the reliability of financial reporting and the preparation and fair presentation of its published consolidated financial statements. Control owners across the business, primarily in the Finance and IT functions, are responsible for the management of controls, with a separate team tasked with testing the design and operating effectiveness of the controls. Any deficiencies identified are raised to control owners to remedy. The Audit Committee reviews regular reporting on the status of the controls testing, any deficiencies identified and remediation measures. Any significant deficiencies or material weaknesses identified are raised to the Audit Committee directly. Risk-management system The effective management of risk is critical to ensure Sunrise successfully delivers its objectives, targets and commitments to all stakeholder groups. The Board is responsible for the design, implementation and monitoring of the risk-management framework as part of the internal- control system. Our business, operating environment and stakeholder expectations do not stand still, meaning that risk management is an ongoing activity. Sunrise has an enterprise risk-management process that supports the business with identifying, managing and reporting risk as part of daily activities. The risk-management team collaborates with all business units and assurance functions to facilitate the early identification, assessment and treatment of risks, identify areas for compliance and control enhancements, and contribute to effective decision making and resource allocation. All risks are assessed in terms of their impact on strategic objectives and key results as well as the likelihood of that risk materialising, taking into account the effectiveness of the existing mitigations. The treatment of each risk is then considered, including whether additional mitigation measures should be implemented. As a minimum, the risk-management team facilitates a full risk refresh at least annually and, at appropriate intervals, reviews relevant risk-monitoring information for the most pressing risks, including the implementation status of any key risk- mitigation plans. The Board and the Audit Committee receive formal risk reporting on the most significant risks at least annually, including information on impact, likelihood and mitigations and identified risks or other matters that require senior-management attention are reported in the quarterly Audit Committee meetings. In addition, the Senior Director for Risk and Assurance has direct access to the Audit Committee and is able to raise significant risk topics at any time. Additional ad-hoc reporting is performed as deemed necessary and for a variety of stakeholders across the business. See chapter Risk Management for further information on the principal risk areas. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 167 Sunrise Annual Report 2025 I Corporate Governance Executive Committee Members of the Executive Committee The Executive Committee is headed by the CEO and comprised of nine members as of 31 December 2025. The Executive Committee under the control of the CEO conducts the operational management of the Company pursuant to the Organisational Regulations. The following table sets forth information about the members of the Executive Committee. Name Age Position André Krause 55 Chief Executive Officer (CEO) Anna Maria Blengino 59 Chief Information Officer (CIO) Tobias Foster 50 Chief People Officer (CPO) Jany Frutier 40 Chief Financial Officer (CFO) Stefan Fuchs 50 Chief Consumer Officer - Flanker Brands (CCO-FB) Elmar Grasser 60 Chief Technology Officer (CTO) Thorsten Haeser 57 Chief Business Officer (CBO) Marcel Huber 55 General Counsel & Chief Corporate Affairs Officer (GC & CCAO) Christoph Richartz 48 Chief Consumer Officer - Main Brand (CCO-MB) Set out below is a short description of each Executive Committee member’s business experience, education and activities: Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 168 Sunrise Annual Report 2025 I Corporate Governance


 
Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 169 Sunrise Annual Report 2025 I Corporate Governance André Krause | Chief Executive Officer (CEO) André Krause, a German-Swiss dual citizen, has been Chief Executive Officer of Sunrise since January 2020. He is responsible for the strategic direction and transformation of the company and led it through one of the most significant phases in its history: the merger with UPC and the subsequent integration of the two companies into a new company that was almost twice as large. In 2024, André led this new Sunrise as part of a spin-off from Liberty Global to become an independent, publicly traded Swiss company on the SIX Swiss Exchange. In doing so, he positioned Sunrise as the strong number two and leading challenger in the Swiss telecommunications market, with a clear growth strategy and a diversified portfolio for residential and business customers. Previously, André Krause was Chief Financial Officer of Sunrise from 2011 to 2019. In this role, he was responsible for the company's financial strategy. He thus not only contributed significantly to the transformation of the company from former private-equity ownership to a successful stock market listing in 2015. He was also instrumental in the profitability and growth of the listed company Sunrise between 2015 and 2020, when high investments in the mobile network (frequency auction and 5G roll-out) were made and Sunrise achieved investment-grade status. Before joining Sunrise, André worked at Telefónica O2 Germany, first as Vice President Strategy and Consulting (2004 – 2006), then as Chief Financial Officer (2006 – 2011). Other positions included McKinsey & Company and Arthur Andersen. André Krause holds a Bachelor's degree in Economics from the University of Bielefeld. Anna Maria Blengino | Chief Information Officer (CIO) Anna Maria Blengino, a Swiss citizen, has been the Chief Information Officer of Sunrise since April 2023. In this executive role, she leads the company’s IT strategy, innovation and transformation initiatives. Her tenure has been marked by the acceleration of the Sunrise digital transformation, including migration to cloud platforms, adoption of artificial intelligence and implementation of advanced automation. Under Anna Maria Blengino's leadership, the IT function has evolved into a strategic business partner, driving both operational excellence and innovation across the organisation. She developed and executed the company’s IT strategy, introduced agile delivery models and established an AI Community of Practice to foster cross-functional knowledge sharing and innovation. After rejoining Sunrise Communications in 2017 as Director of Platform Delivery, Anna Maria Blengino acted as the IT stream lead during the merger between Sunrise and UPC. As Vice President IT Strategy & Innovation, she led the definition of the new target IT architecture and the technical consolidation of the two merged companies in all IT domains. Prior to her return to Sunrise, Anna Maria Blengino spent four years at UBS (2014 – 2017), where she was responsible for global worldwide- automation shared services. With over 25 years of experience in the IT industry, she holds a Master’s degree in Engineering from Turin Polytechnic as well as an INSEAD Executive Leadership Business Administration and Management certification. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 170 Sunrise Annual Report 2025 I Corporate Governance Tobias Foster | Chief People Officer (CPO) Tobias Foster, a Swiss citizen, has been Chief People Officer at Sunrise since January 2019. He is responsible for employee strategy, from recruiting and talent development to compensation and HR processes. With the merger with UPC, he brought the cultures of both companies together and introduced the corporate values of ‘one’, ‘bold’ and ‘passionate’. These values continue to shape Sunrise and everyday working life to this day. Under his leadership, a further development programme for managers was also created. In addition, a new employer brand was launched in 2025 with ‘Challengers wanted’. He joined Sunrise in 2001 and initially held various positions in controlling. He worked as Director of Controlling (2010 – 2014) and was Director of Finance (2015 – 2018) Operations. Prior to that, he held various positions at AXA Insurance in Winterthur and Lausanne. Tobias Foster holds a Bachelor's degree in Business Administration from the ZHAW Zurich University of Applied Sciences and a Master's degree in corporate finance from the Lucerne University of Applied Sciences and Arts. Jany Fruytier | Chief Financial Officer (CFO) Jany Fruytier, a Dutch citizen, has served as Chief Financial Officer of Sunrise since December 2020. As CFO, Jany Fruytier was responsible for executing and monitoring the Sunrise–UPC merger integration plan, ensuring delivery of targeted cost and revenue synergies and tracking associated financial benefits that strengthened the competitive position of Sunrise in the Swiss market. He also led the financial strategy and execution of the Sunrise spin-off from Liberty Global and its successful listing on the SIX Swiss Exchange in 2024, overseeing the stand-alone capital structure, separation and transitional agreements, investor communications and the ADS distribution mechanics used before the Swiss listing. Before relocating to Switzerland, Jany Fruytier was based in Warsaw, Poland, serving as Chief Financial Officer of UPC Eastern Europe from February 2017. From 2014 to 2017, he worked as Manager of Financial Planning and Analysis at UPC Central Europe in Zurich, Switzerland. Jany Fruytier is a graduate of the European Business School London, holding a Master of Science degree in International Business Management. He also earned an Honours Bachelor of Science degree in Economics of Business from the University of Amsterdam and completed studies on investment strategies at the University of California, Berkeley. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 171 Sunrise Annual Report 2025 I Corporate Governance Stefan Fuchs | Chief Consumer Officer – Flanker Brands (CCO-FB) Stefan Fuchs, a German citizen, has been the Chief Consumer Officer – Flanker Brands of Sunrise since November 2022. He has driven the strong and continuous growth of the brands yallo, Lebara, swype and CHmobile. In this position, he is holistically responsible for all activities of the Flanker Brands (including strategy, brand, marketing and sales, product, customer operations and technology). Stefan Fuchs was Chief Marketing Officer at Sunrise from December 2020 to October 2022 and set the course for the main Sunrise brand during the post-merger integration (e.g. rebranding, portfolio, sponsorship/loyalty). Prior to that, Stefan Fuchs successfully led the commercial turnaround of UPC. From January 2020 to December 2020, he was Chief Commercial Officer at UPC, responsible for commercial strategy, brand, marketing and sales, portfolio and product, partnering and customer experience. From November 2018 to December 2019, he was Chief Marketing Officer at UPC. Stefan Fuchs has been part of the Liberty Global Group for around 17 years and has held senior marketing positions at Virgin Media in London (UK) and Unitymedia in Cologne (Germany). Between 2001 and 2007, he worked as a strategic management consultant for Booz Allen Hamilton, before joining SES Astra to help build the start-up Entavio/HD Plus. Stefan Fuchs taught and earned his Doctorate in Marketing and Media at the Bauhaus University in Weimar (Germany). Prior to that, he studied in the European Business Programme (EBP) in Münster (Germany), Rotterdam (Netherlands) and Fairfield (USA), earning a double degree in International Business Administration. Elmar Grasser | Chief Technology Officer (CTO) Elmar Grasser, an Italian citizen, is the Chief Technology Officer of Sunrise, a position he has held since April 2013. His key focus is the continuous enhancement of network quality and customer experience through innovation, applied where it is relevant for customers and operational efficiency, as well as the modernisation and operation of the Sunrise mobile and fixed networks at the highest levels of reliability. Under his leadership, the robustness and efficiency of the Sunrise network have been further strengthened and recognised in multiple internationally renowned network benchmark tests. In 2025, he received the connect Innovation Award for leading Sunrise to become the first operator in Europe to operate exclusively 4G and 5G networks while simultaneously launching a nationwide 5G Standalone (SA) network. In 2019, Elmar Grasser was named CTO of the Year by Mobile Europe magazine for his instrumental role in the successful launch of one of the first 5G networks in Europe. Prior to joining Sunrise, Elmar Grasser served as Chief Technology Officer at Orange Austria Telecommunications GmbH from 2008 to 2013. Earlier roles include CTO for Networks and IT at E-Plus Mobilfunk GmbH & Co. KG in Germany and CTO of tele.ring Telekom Service GmbH in Austria. He also held international management positions at O2 Germany, O2 Limited (London), and the satellite operator Iridium. Elmar Grasser began his career as an engineer at Siemens in Austria and the United States and at ETSI in Sophia Antipolis, France. He holds a Master’s degree in Computer Science from the Vienna University of Technology. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 172 Sunrise Annual Report 2025 I Corporate Governance Thorsten Haeser | Chief Business Officer (CBO) Thorsten Haeser, a German citizen, has been Chief Business Officer at Sunrise since August 2024. In this role, he is responsible for the company's B2B and wholesale business. Before joining Sunrise, he was Chief Commercial Officer at Nets SE/Concardis GmbH from 2019 to 2023 and played a key role in the merger of the two companies and their subsequent successful sale to Nexi AG. From 1998 to 2010, Thorsten Haeser held various positions at O2 (Telefónica), including General Counsel, Vice President Wholesale & Strategic Partnerships and, most recently, Member of the Management Board Consumer Business. He was also a member of the Executive Board of SIXT AG and Versatel GmbH, and most recently of Hapag-Lloyd AG. Thorsten Haeser completed his law studies and second state examination at Ludwig Maximilian University. Marcel Huber | General Counsel & Chief Corporate Affairs Officer (GC & CCAO) Marcel Huber, a Swiss citizen, has been General Counsel and Chief Corporate Affairs Officer at Sunrise since November 2022. In this role, he oversaw the merger of Sunrise and UPC, the spin-off from Liberty Global and the subsequent listing of Sunrise on SIX. He is also a member of the board of Suissedigital, the trade association of Swiss communication networks, which comprises around 200 companies from Switzerland and the Principality of Liechtenstein. Marcel Huber was Chief Corporate Affairs Officer of Sunrise from December 2020 to October 2022. From 2019 to 2020, he served as Chief Administrative Officer and General Counsel of Sunrise. From 2015 to 2018, Marcel Huber held several senior positions, including Chief Corporate Affairs and General Counsel and member of the Executive Board of Salt and its subsidiaries. From 2003 to 2015, he held senior positions at Orange Communications AG and Cablecom GmbH, including General Counsel and Director Legal and Regulatory. Marcel Huber holds a Master of Law from the University of Zurich.


 
Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 173 Sunrise Annual Report 2025 I Corporate Governance Christoph Richartz | Chief Consumer Officer - Main Brand (CCO-MB) Christoph Richartz, a German Swiss dual citizen, was Chief Consumer Officer – Main Brand of Sunrise, a position he held from September 2023 to January 2026. In this role, he led the development of a sustainable strategic roadmap for the Sunrise main brand. Christoph Richartz joined Sunrise in 2012 in the sales department, where he last served as Director of Consumer Sales, successfully managing all indirect and direct sales activities for Sunrise. From 2020 to 2022, he shaped the further development of Flanker Brands (formerly YOL). Under his leadership, yallo became a successful full-service provider. Upon his return to the main brand, Christoph Richartz assumed responsibility for the Customer Relations area, which encompassed both customer service and the entire sales organisation. Before joining Sunrise, Christoph Richartz was Director of Channel Sales at Orange Switzerland from 2011 to 2012, a regional sales, key account and senior area sales manager at Telefónica O2 Germany from 2003 to 2011 and a sales manager at mobilcom Debitel Group from 2001 to 2003. Christoph Richartz is an industrial business manager with a Vocational Baccalaureate in Economics and Administration. Changes in the Executive Committee in fiscal year 2025 There were no changes in the composition of the Executive Committee. Material events following the balance sheet date In January 2026, Christoph Richartz stepped down from the Executive Committee. Other activities and vested interests The Articles referred to in the following sections are available on the Sunrise website page Guidelines and principles. In accordance with Article 31 para. 2 of the Articles, no member of the Executive Committee may hold more than four additional mandates of which no more than one may be in a listed company. The following mandates are not subject to the above limitations under para. 1 of this Article: 1. mandates in companies which are controlled by Sunrise or which control Sunrise; 2. mandates held at the request of Sunrise or companies controlled by it. No member of the Executive Committee shall hold more than ten (10) such mandates; and 3. mandates in associations, professional or trade associations, foundations, trusts, employee welfare foundations, educational institutions and similar organisations. No member of the Executive Committee shall hold more than ten (10) such mandates. Mandates shall mean mandates in comparable functions at other enterprises with an economic purpose. Mandates in different legal entities that are under joint control or the same beneficial ownership are deemed to be one (1) mandate. As of 31 December 2025, none of the members of the Executive Committee of Sunrise had other activities in governing and supervisory bodies of, or advisory functions to, important Swiss or foreign organisations, institutions or foundations under private and public law outside Sunrise, or held any public or political office. Management contracts Sunrise does not have management contracts with companies or natural persons not belonging to the Group. Compensation, Shareholdings and Loans Content and method of determining the compensation and shareholding programmes Detailed information on compensation as well as information on the shareholdings as of 31 December 2025 of active and former members of the Board and of the Executive Committee is included in the Compensation Report of the Annual Report. Disclosure of rules in the Articles regarding compensation of the Board and of the Executive Committee For rules in the Articles regarding the approval of compensation by the Shareholders' Meeting, the supplementary amount for changes in the Executive Committee as well as the general compensation principles please refer to Articles 27 – 29 of the Articles. For rules in the Articles regarding loans to members of the Board or the Executive Committee please refer to Article 32 of the Articles. The Articles do not contain any rules regarding post- employment benefits for the members of the Board and Executive Committee. The rules regarding agreements with members of the Board and of the Executive Committee relating to duration and termination are stipulated in Article 30. The Articles are available on the Sunrise website page Guidelines and principles. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 174 Sunrise Annual Report 2025 I Corporate Governance Shareholders’ Participation Rights The Articles referred to in the following chapters are available on the Sunrise website page Guidelines and principles. Voting rights and representation Each share recorded as a share with voting rights in the share register confers one vote on its registered holder. Each shareholder duly registered in the share register on the record date may be represented at the Shareholders' Meeting by the independent voting rights representative, their legal representative or any person who is authorised to do so by a written proxy. A proxy does not need to be a shareholder. All shares held by a shareholder may only be represented by one person. Shareholders entered in the share register as shareholders with voting rights on a specific qualifying date (record date) designated by the Board shall be entitled to vote at the Shareholders' Meeting and to exercise their votes at the Shareholders' Meeting. See section Limitation on transferability and nominee registration, point 5. Nominees are only entitled to represent registered shares held by them at a Shareholders' Meeting if they are registered in the share register. The Board can register a nominee in the share register based on a corresponding agreement with Sunrise up to a maximum of 3% of the registered share capital. Above this registration limit, the Board may register nominees with voting rights in the share register if the nominees disclose the surnames and first names, addresses, nationalities and shareholdings of those persons for whose account they hold 0.5% or more of the registered share capital. For more information please refer to section II.6 above. As of 31 December 2025, Sunrise has only entered into nominee agreements with JPMorgan Chase Bank, N.A. acting as the depositary of Sunrise Class B ADS. The sponsored Class B ADS programme ended on 30 January 2026. Voting rights limitations and exceptions granted Apart from the rules on the registration of nominees (see paragraph above), the Articles include no voting rights limitations. Required majorities for a change of the voting rights limitations According to Article 15 para. 3 no. 1 of the Articles, any variation of voting or economic rights attaching to shares requires a resolution of the Shareholders' Meeting passed by at least two thirds of the votes represented, the majority of the par value of shares represented and the majority of the votes of the Class B Shares represented. Independent voting rights representative Pursuant to Article 14 of the Articles, the Board establishes the rules regarding participation in and representation at the Shareholders' Meeting and determines the requirements relating to proxies and instructions. The Shareholders' Meeting elects the independent voting rights representative for a term of office until completion of the next AGM. Re-election is possible. If the Company does not have an independent voting rights representative, the Board appoints the independent voting rights representative for the next Shareholders' Meeting. On 13 May 2025, the Shareholders’ Meeting re-elected Anwaltskanzlei Keller AG as the independent voting rights representative until the completion of the Shareholders' Meeting in 2026. Anwaltskanzlei Keller AG is independent from Sunrise and has no further mandates for Sunrise. For the upcoming Shareholders' Meeting, Sunrise will enable its shareholders to send their voting instructions electronically to the independent voting rights representative through its online voting platform. Rules in the Articles regarding electronic participation at the Shareholders’ Meeting Article 12 para. 2 of the Articles contains rules that the Board can determine that the Shareholders' Meeting be held simultaneously at different locations, provided that the contributions of the participants are transmitted directly in video and audio to all venues, and/or that shareholders who are not present at the venue (or one of the venues) of the Shareholders' Meeting may exercise their rights by electronic means. Para. 3 of Article 12 states that the Board may also provide that the Shareholders' Meeting can be held by electronic means without a venue. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 175 Sunrise Annual Report 2025 I Corporate Governance Majority requirements The Shareholders' Meeting shall be duly constituted irrespective of the number of shareholders present or of shares represented. Unless the law or the Articles provide for a qualified majority, a majority of the votes represented at a Shareholders' Meeting is required for the adoption of resolutions or for elections, with abstentions, blank and invalid votes having the effect of «no» votes. At least two thirds of the votes represented and the majority of the par value of shares represented shall be required for the Shareholders' Meeting to adopt resolutions on the matters listed in Article 15 para. 2 of the Articles: 1. the amendment of the business purpose of Sunrise; 2. the combination of shares; 3. a capital increase through the conversion of equity surplus, against contributions in kind or by set-off against a claim and the granting of special privileges; 4. the limitation or withdrawal of subscription rights; 5. the introduction of conditional capital or the introduction of a capital range; 6. the restriction of the transferability of registered shares; 7. the introduction of shares with privileged voting rights; 8. the change of currency of the share capital; 9. the introduction of the casting vote of the acting Chairperson in the Shareholders' Meeting; 10. a provision in the Articles of Association concerning the conduct of a Shareholders' Meeting abroad; 11. the delisting of the Company's equity securities; 12. the relocation of the place of incorporation of the Company; 13. the introduction of an arbitration clause in the Articles of Association; 14. mergers, demergers and conversions pursuant to the Swiss Merger Act; and 15. the dissolution of Sunrise. In addition to the majority required by Article 15 para. 2, the majority of the votes of the Class B Shares is required for the approval of the resolutions listed under Article 15 para. 3 of the Articles: 1. the variation of voting or economic rights attaching to shares; 2. the split or combination of shares by any ratio that is not the same as for Class A Shares and Class B Shares; 3. ordinary capital increases or decreases; 4. the introduction of conditional capital or a capital range or the variation of provisions of the Articles governing conditional capital or a capital range; 5. the restriction of the transferability of registered shares and the cancellation of such a restriction; 6. the introduction of shares with privileged voting rights and the increase in the number of such shares with privileged voting rights, except where shares without privileged voting rights are issued in the same proportion; 7. the determination of any distribution of shares of the Company except where holders of Class A Shares receive Class A Shares and holders of Class B Shares receive Class B Shares in the same proportion; 8. the determination of any distribution of securities of Sunrise other than shares, or of securities of any third party, except where (i) holders of each share class receive the same class of securities or (ii) holders of Class B Shares receive higher voting securities than holders of Class A Shares; 9. the delisting of Class B Shares; 10. mergers, demergers and conversions pursuant to the Swiss Merger Act; 11. the disposal of all or substantially all assets of Sunrise; 12. the dissolution of Sunrise; and 13. the amendment or repeal of the following provisions of the Articles of Association, with the exception of editorial amendments that do not effectively change their content: Article 4d, Article 6, Article 7a, Article 15, Article 16, Article 19 and Article 38. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 176 Sunrise Annual Report 2025 I Corporate Governance


 
Convocation of the meeting of shareholders Convocation The Shareholders' Meeting shall be called by the Board or, if necessary, by the statutory auditor. In accordance with Article 9 para. 2c of the Articles, one or more shareholders with voting rights representing in the aggregate not less than 5% of the share capital or votes can request, in writing, that a Shareholders' Meeting be convened. Such request must be submitted to the Board, specifying the matters to be discussed and the corresponding proposals and, in the case of elections, the names of the nominated candidates. In accordance with Article 10 in connection with Article 37 of the Articles, the Shareholders' Meeting shall be convened, at the election of the Board, by notice in the Swiss Official Gazette of Commerce or by notification in any other form that allows proof by text not less than 20 days before the date fixed for the Meeting. Agenda In accordance with Article 10 para. 4 of the Articles, the notice of a Shareholders' Meeting shall state the date, beginning, ending, mode and venue of the Shareholders' Meeting, the agenda and the proposals of the Board and, if any, the proposals of the shareholders, with a brief statement of the rationale of each proposal, and the independent voting rights representative’s name and address. In accordance with Article 11 para. 1 of the Articles, one or more shareholders with voting rights whose combined holdings represent an aggregate of at least 0.5% of the share capital or the votes may request that an item be included in the agenda of a Shareholders' Meeting or that a proposal relating to an agenda item be included in the notice convening the Shareholders' Meeting. Such a request must be received by Sunrise in writing at least 60 calendar days prior to the Shareholders' Meeting, specifying the agenda item and the proposal or proposals. Registration in the share register The record date for the inscription of registered shareholders in the share register in view of their participation in the Shareholders' Meeting is defined by the Board and stated in the respective invitation to the Shareholders' Meeting. Shareholders who dispose of their registered shares before the Shareholders' Meeting are no longer entitled to vote with such disposed shares. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 177 Sunrise Annual Report 2025 I Corporate Governance Change of Control and Defence Measures The Articles are available on the Sunrise website page Guidelines and principles. Duty to make an offer Pursuant to Article 135 Financial Market Infrastructure Act (FMIA), any investor who acquires more than 33⅓% of all voting rights (directly, indirectly or in concert with third parties) whether they are exercisable or not, is required to submit a takeover offer for all shares outstanding. The Articles contain an opting-up clause regarding the duty to make an offer in Article 7a, which reads as follows: 1. This Article 7a applies to equity securities of Sunrise that are held or acquired directly or indirectly by John C. Malone, his relatives (including, without limitation, descendants and spouse) or by trusts, foundations and similar structures established by or for such persons, including their legal successors (hereinafter the «Malone Shareholders»). This Article 7a also applies to equity securities of Sunrise that are held or acquired directly or indirectly by Michael T. Fries, his relatives (including, without limitation, descendants and spouse), or by trusts, foundations and other similar structures established by or for such persons, including their legal successors (hereinafter the «Fries Shareholders»). 2. The Malone Shareholders and the Fries Shareholders, as well as persons acting in concert with them, are exempt from the obligation to make a takeover offer pursuant to Article 135 of the Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading of 19 June 2015 (FinMIA), if they acquire or dispose of equity securities of Sunrise among themselves or otherwise, or if they otherwise exceed the threshold of 33⅓ percent of the voting rights of the Company or act in concert, as long as the total direct or indirect holdings of equity securities by the Malone Shareholders and the Fries Shareholders, as well as persons acting in concert with them, do not exceed 45 percent of the voting rights of Sunrise. 3. Paragraph 2 does not apply to persons who acquire equity securities from Malone Shareholders and/or Fries Shareholders and/or in any other way directly or indirectly or in concert with third parties, and thereby, together with equity securities they already own, exceed the threshold of 33⅓ percent of the voting rights of Sunrise. Change-of-control clauses In case of a change of control, the pro-rated unvested PSU and RSU awards under the Sunrise long-term incentive plans will vest immediately, unless a roll-over occurs or the Board decides otherwise. According to Article 30 of the Articles, employment and other agreements with the members of the Executive Committee may be concluded for a fixed term or for an indefinite term. Agreements for a fixed term may have a maximum duration of one year. Renewal is possible. Agreements for an indefinite term may have a notice period of maximum twelve months. The current contracts with the members of the Executive Committee contain termination periods of twelve months or less. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 178 Sunrise Annual Report 2025 I Corporate Governance Auditor Auditor, duration of the mandate and term of office of the lead auditor Pursuant to Article 26 para. 1 of the Articles, the statutory auditor shall be elected each year and may be re-elected. KPMG AG has been the statutory auditor of Sunrise since 2024 and the statutory auditor of Sunrise GmbH, the operating company of the Sunrise business, since 2007. Oliver Eggenberger has been the lead auditor for Sunrise GmbH since 2024 and the lead auditor for Sunrise Communications AG since 3 May 2024. Audit fees and additional fees The total audit fees for 2025 for the audit of the consolidated and statutory financial statements of Sunrise and its subsidiaries are equal to CHFm 3,5. In 2024 the amount of the total fee was CHFm 3,2. During 2025, KPMG AG billed additional fees for non-financial assurance services relating to sustainability information, capital increase audit and agreed- upon-procedure engagements in the amount of CHFm 0,1. Information instruments pertaining to the external audit The Audit Committee maintains oversight of the relationship of Sunrise with the statutory auditor and reviews the independence of the statutory auditor. The statutory auditor reports directly to the Audit Committee to the extent permissible under Swiss law. The Audit Committee performs on a quarterly basis a review and discusses with the statutory auditor the following: (i) the terms of their engagement to review the financial information; (ii) any significant deficiencies or material weaknesses that have come to the attention of the statutory auditor during its interim review; (iii) all critical and significant accounting policies and practices to be used; (iv) all alternative treatments of financial information within IFRS that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and treatments preferred by the statutory auditor; and (v) other material written communications between the statutory auditor and management, such as the schedule of uncorrected misstatements, if any, related to accounts and disclosures and the basis for determining that the uncorrected misstatements were immaterial. The Audit Committee also reviews and discusses the statutory auditor's attestation and report on management's internal controls as well as any other opinions it may issue from time to time; it obtains from the statutory auditor assurance that it has complied with legal and regulatory requirements, including to the extent applicable the rules and regulations of the SEC; and discusses with the statutory auditor the following: • for as long as Sunrise is subject to the periodic reporting requirements of the Exchange Act, all critical and significant accounting policies, practices and accounting estimates and the quality thereof in accordance with the auditing standards applicable to the relevant audit; • significant issues regarding accounting principles and financial-statement presentations, including any significant changes in the selection or application of accounting principles by Sunrise, major issues as to the adequacy or effectiveness of the internal controls of Sunrise and any special audit steps adopted in light of any identified material weaknesses; • analyses prepared by management or the statutory auditor setting forth significant financial-reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of the international financial reporting standards (IFRS); • the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of Sunrise; • any significant changes made to the statutory auditor's anticipated audit plan and the reasons for such changes; • other matters arising from the audit that are significant to the oversight of the financial reporting process; and • any other relevant reports, including regular internal financial reports prepared by Sunrise management and any internal-auditing department, or other financial information. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 179 Sunrise Annual Report 2025 I Corporate Governance The Audit Committee obtains and reviews a formal written statement from the statutory auditor at least annually regarding: 1. the statutory auditor's internal quality-control procedures; 2. any material issues raised by the most recent internal quality-control review, or peer review, of such auditor, or by an inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by such auditor; 3. any steps taken to deal with such issues; and 4. all relationships between the statutory auditor and Sunrise (consistent with applicable independence standards) and requests information from the statutory auditor and management to determine the presence or absence of a conflict of interest. The Audit Committee evaluates the qualifications, performance and independence of the statutory auditor, including a review and evaluation of the lead partner of the statutory auditor, considering whether the auditor's internal quality-controls are adequate and whether the provision of permitted non-audit services is compatible with maintaining the auditor's independence. The Audit Committee actively engages in a dialogue with the auditor with respect to any disclosed relationship or services that may impact the objectivity and independence of the statutory auditor, taking into account the opinions of management and the Company's internal auditor. The Audit Committee presents its conclusions and consequent recommendations with respect to the statutory auditor to the Board. The Audit Committee ensures the rotation of the audit partner responsible for reviewing the audit as required by law, recommends to the Board policies for the hiring of Sunrise employees or former employees of the statutory auditor who were engaged on the Sunrise accounts or otherwise participated in any audit of Sunrise, discusses with the statutory auditor any accounting or auditing issues with respect to which the Sunrise audit team consulted with the statutory auditor's national office, reviews with the statutory auditor any audit problems or difficulties and management’s response, and meets with the statutory auditor prior to the audit to discuss the planning and staffing of the audit. Information Policy Sunrise engages in transparent, open and regular communication with its shareholders, the capital market and the general public. Throughout the year, Sunrise publishes its annual results and quarterly reports on the dates listed in the financial calendar published on the Sunrise Investor Relations website at www.sunrise.ch/en/corporate/investor-relations. In addition, Sunrise organises presentations and conference calls with the financial community and media to further discuss details of the reported earnings (such presentations or calls are held on the same day as the earnings publication) or on any other matters of importance. Media releases and ad-hoc announcements pursuant to Art. 53 LR containing potentially price-sensitive information are published regularly and in accordance with the rules of the SIX Swiss Exchange. All interim reports (www.sunrise.ch/en/corporate/investor-relations/ reports), company media releases (www.sunrise.ch/en/corporate/media) and ad-hoc announcements pursuant to Art. 53 LR (www.sunrise.ch/en/corporate/investor-relations/ adhoc-releases) are also available on the Sunrise website, as are push subscription services for all such publications (www.sunrise.ch/en/corporate/media/subscribe-releases). Ad-hoc announcements pursuant to Art. 53 LR are distributed electronically to at least two electronic information systems widely used by professional market participants (Bloomberg, Reuters, etc.) and to at least two relevant Swiss newspapers of national importance (Neue Zürcher Zeitung, Le Temps, etc.). Official publications by Sunrise are made in the Swiss Official Gazette of Commerce: www.shab.ch. Notices to shareholders may also be sent in any form that allows proof by text. Printed annual reports are available upon request. Ordinary black-out periods During the period of one week prior to the end of each quarter and until one full trading day after the public release of the applicable financial result, the members of the Board and the Executive Committee, the secretary of the Board, any staff reporting directly to the CEO, selected staff reporting directly to the CFO and further employees and consultants of the Sunrise Group who have access to financial information of Sunrise or to other inside information or material non-public information, as specified in Sunrise internal guidelines, are prohibited from trading in Sunrise equity or debt securities (or any financial instruments derived therefrom) issued by any Sunrise Group company. In fiscal year 2025, no exemptions were granted. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 180 Sunrise Annual Report 2025 I Corporate Governance


 
Corporate Governance Corporate Governance Corporate Governance Corporate Governance Corporate Governance Corporate Governance Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 181 Sunrise Annual Report 2025 I Compensation Report Table of Contents | Compensation Report 182 Letter from the Chair and Introduction 183 Compensation Governance 184 Board of Directors Compensation 187 Sunrise Compensation Principles and Philosophy 190 Executive Committee Compensation 191 Shareholdings of the Board of Directors and Executive Committee 199 Gender Representation on the Board of Directors 200 Activities at Other Companies 201 Left Intentionally Blank 203 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 182 Sunrise Annual Report 2025 I Compensation Report Letter from the Chair and Introduction Dear Shareholders, On behalf of the Board of Directors and its Compensation Committee, I am pleased to present the 2025 Compensation Report. In 2025, Sunrise took a significant step forward in evolving its compensation strategy to ensure continued alignment with our long-term business objectives, shareholder interests and Swiss market practices. The new compensation framework reflects our commitment to a balanced, transparent and performance-driven approach that supports sustainable value creation. The revised framework maintains a consistent total direct compensation level for members of the Executive Committee compared to 2024, while enhancing the compensation structure and focus on both short- and long-term incentives. Short-Term Incentive Plan (STIP) enhancements For 2025, Sunrise has introduced business unit-specific targets within the STIP for members of the Executive Committee (excluding the CEO) and all senior leaders, which complement existing company and individual performance targets. The company targets continue to focus on the key performance indicators Operating Free Cash Flow after Leases (OFCFaL), Service Revenue, relative Net Promoter Score (rNPS), and Sustainability/ESG targets. The Shareholding Incentive Plan (SHIP) continues to offer participants the option to receive up to 100% of their earned bonus under the STIP in shares, reinforcing ownership and accountability. Long-Term Incentive Plan (LTIP) evolution To further strengthen our pay-for-performance philosophy, we have launched a new dedicated LTIP for members of the Executive Committee and senior leaders. Members of the Executive Committee have received Performance Share Units (PSUs), while senior leaders have been granted a mix of PSUs and Restricted Share Units (RSUs). The performance metrics for PSUs remain consistent with the LTIP 2024, ensuring strategic continuity by focusing on Cumulative Adjusted Free Cash Flow (FCF, 30% weighting) and Relative Total Shareholder Return (rTSR, 70% weighting) measured over three years, reinforcing our commitment to long-term financial performance and shareholder value creation. Fostering employee share ownership In line with our commitment to fostering a culture of ownership and shared success, Sunrise rolled out an Employee Share Purchase Plan (ESPP) in 2025 for all Sunrise employees (excluding the senior leaders and the Executive Committee). The programme proved highly successful, with nearly 50% of eligible employees participating, resulting in more than 1,100 employees becoming shareholders in Sunrise. In addition the eligibility for the SHIP was extended to middle-management roles, further advancing our goal of fostering engagement and increasing employee share ownership. Outlook The Compensation Committee remains committed to ensuring that our compensation practices are fair, competitive and aligned with our strategic priorities. We will continue to monitor market developments and stakeholder expectations to ensure our approach remains fit for purpose in a dynamic business environment. On behalf of the Compensation Committee, I thank you for your trust and investment in Sunrise. Best regards, Ingrid Deltenre Chair of the Compensation Committee Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 183 Sunrise Annual Report 2025 I Compensation Report Compensation Governance Regulatory framework This Compensation Report has been prepared in accordance with the requirements of the Swiss Code of Obligations, the Directive on Information relating to Corporate Governance issued by the SIX Swiss Exchange and the Swiss Code of Best Practice for Corporate Governance (economiesuisse). Rules regarding compensation in the Articles of Association The Sunrise Articles of Association contain specific provisions on compensation. The Articles are available on the Company website page Guidelines and principles. The Articles of Association, and any amendments thereof, are subject to approval by the Annual General Meeting of Shareholders. The compensation provisions include rules regarding the election, constitution, powers and duties of the Compensation Committee (Articles 22 through 25), the approval of the maximum compensation for the members of the Board of Directors and the Executive Committee (Article 27), the supplementary amount for changes to the Executive Committee (Article 28), the general principles of compensation (Article 29), the agreements with members of the Board of Directors and the Executive Committee (Article 30), the maximum number of mandates outside the Company that a member of the Board of Directors or the Executive Committee may hold (Article 31) and the loans and credits to members of the Board of Directors and the Executive Committee (Article 32). Pursuant to the Sunrise Articles of Association, the Annual General Meeting of Shareholders must approve the proposal of the Board of Directors in relation to the maximum aggregate amount of compensation for the Board of Directors prior to the completion of the next AGM and the maximum aggregate amount of compensation for the Executive Committee for the following financial year. The votes on these amounts have binding authority. Thereafter, the Board of Directors sets the compensation for the individual members of the Board of Directors and the Executive Committee (within the limits approved by the AGM). In addition, the Compensation Report is submitted to the AGM for an advisory vote on a yearly basis. Board of Directors and Compensation Committee Based on the Sunrise Articles of Association and applicable law, the Board of Directors has the overall responsibility for defining the remuneration policy of the Sunrise Group, as well as the general terms and conditions of employment for members of the Executive Committee. The Board of Directors has the following powers and duties with regard to compensation and benefits: • Adopt or amend the compensation and benefits strategy as well as the compensation principles applicable to the members of the Board of Directors and the Executive Committee. • Adopt or amend the short- and long-term incentive plans for the senior management and any other participation or incentive plan, oversee the implementation of such plans and approve the aggregate number of shares granted under such plans. • Approve the individual compensation of the members of the Board of Directors, subject to the maximum aggregate amount of compensation approved by the Annual General Meeting. • Determine the compensation and short-term incentive of the CEO and, upon recommendation of the CEO, ratify the compensation and short-term incentive of the other members of the Executive Committee and approve the objectives determining the short-term incentive of the CEO and ratify such objectives for the other members of the Executive Committee, in each case subject to the maximum aggregate amount of compensation approved by the Annual General Meeting. The Compensation Committee’s role is to assist the Board of Directors in defining and reviewing compensation strategies and guidelines, as well as preparing proposals for shareholder approval regarding compensation for both the Board of Directors and the Executive Committee. It has the following further powers and duties: • Oversee the design, review and regular assessment of the compensation and benefits strategy, the compensation principles applicable to the members of the Board of Directors and the Executive Committee, and the compensation system, including management incentive plans, and make recommendations to the Board of Directors in this regard. • Review, assess and monitor the implementation of the short- and long-term incentive plans for the senior management and any other participation or incentive plans of the company and make proposals to the Board of Directors regarding their adoption, amendment or termination. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 184 Sunrise Annual Report 2025 I Compensation Report


 
• Propose to the Board of Directors any grants under any equity incentive plans to members of the Executive Committee, and make, or delegate the authority to make, such grants under any equity plans to beneficiaries other than members of the Executive Committee. • Propose to the Board of Directors the CEO’s compensation package and terms of employment and, upon recommendation from the CEO, the compensation packages of the other members of the Executive Committee. • Oversee and evaluate the performance of the members of the Executive Committee by establishing and recommending to the Board of Directors for approval a performance-evaluation framework for members of the Executive Committee, ensuring alignment with the company’s strategic goals through qualitative and quantitative measures. • Recommend to the Board of Directors the individual compensation of the members of the Board of Directors. • Recommend to the Board of Directors the proposals regarding the maximum aggregate amount of compensation for the Board of Directors and the Executive Committee to be submitted to the Annual General Meeting of Shareholders for approval. • Prepare, together with the management, the company's compensation report. • Ensure proper administration of the company's incentive plans. • Review at least annually the risks associated with the company's compensation policies and practices, both for the compensation of the members of the Executive Committee and for compensation generally and discuss such risks with management, as appropriate. • Adopt, implement and amend clawback policies relating to compensation arrangements for the members of the Executive Committee and any other members of the Sunrise management team. • Assist the Board of Directors in discharging its responsibilities relating to the compensation of the members of the Executive Committee. In 2025, discussions and decisions by the Board of Directors or the Compensation Committee regarding the compensation of members of the Executive Committee were held in the presence of certain members of the Executive Committee who do not have voting rights. Pursuant to the Sunrise Articles of Association, the Compensation Committee consists of at least two and a maximum four members of the Board of Directors. In accordance with Swiss law, the Articles of Association require that the members of the Compensation Committee be elected individually each year by the respective Annual General Meeting and the Chair of the Compensation Committee by the Board of Directors. The Annual General Meeting held on 13 May 2025 re-elected individually Ingrid Deltenre, Adam Bird and Enrique Rodriguez as members of the Compensation Committee for a term of office to last until completion of the next AGM in 2026. Ingrid Deltenre was re-appointed as Chair of the Compensation Committee. The Compensation Committee may decide to consult external advisors. In fiscal year 2025, Homburger AG and Willis Towers Watson Holdings (Switzerland) GmbH (WTW) were consulted on specific compensation matters and WTW also provided actuarial services (IAS19 pension) and valuation services for equity grants. Homburger provided further services as legal advisors. For further details regarding the responsibilities of the Compensation Committee and the meetings held in fiscal year 2025, please refer to the section Committees of the Corporate Governance Report. Process for determining compensation and benchmarking The Compensation Committee assesses the compensation packages of the Board of Directors and the Executive Committee at least every two years and conducts an external compensation benchmarking on a regular basis. In 2024, Sunrise obtained advice and benchmark data from WTW. In selecting a peer group, the Compensation Committee reviewed a blend of Swiss and European companies that provide a good balance of size, industry and geographies. The Compensation Committee believes that benchmarking against a consistent and relevant peer group helps Sunrise maintain competitive pay levels, which allows the company to attract and retain the talents necessary to ensure the long-term success of Sunrise. For the compensation package of the Executive Committee, a market assessment was conducted in 2024 that took into consideration a combination of the Swiss and European telecommunications markets. The peer group comprised 21 companies, divided between companies headquartered in Switzerland and European telecommunications companies. The main selection criteria for the peer group companies were size, industry and geography. Therefore, Swiss companies from the SMIM and, due to the lack of listed telecommunications companies in Switzerland other than Swisscom AG, a selection of Swiss companies from the technology and other sectors were included as well as European telecommunications companies. Sunrise is positioned around the median of the peer group. The following table shows the composition of the Executive Committee peer group: Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 185 Sunrise Annual Report 2025 I Compensation Report Executive Committee Peer Group 1&1 AG Software ONE Holding AG Adecco Group AG Sulzer Ltd ams-OSRAM AG Swisscom AG Avolta AG Tele2 AB (publ) Barry Callebaut AG Telecom Italia S.p.A. Cellnex Telecom S.A. Telefónica Deutschland Elisa Oyj Telekom Austria AG freenet AG Temenos AG KPN N.V. TX Group AG Proximus PLC VAT Group AG SIG Group AG In 2024, the compensation package of the Board of Directors was benchmarked against the Swiss market (SMIM, excluding financial-services companies)16. While for the Executive Committee the benchmarking focus was on the competitor/talent market, for the Board of Directors the focus was on size and the local market. This is mainly due to the regulatory framework and the comparability of responsibilities. Say on pay votes at the Annual General Meeting 2025 At the Annual General Meeting (AGM) 2025, shareholders approved the maximum aggregate amount of compensation for the Board of Directors for the term of office from the 2025 AGM to the 2026 AGM of CHF 2.1 million. Additionally, shareholders approved the maximum aggregate amount of compensation for the Executive Committee for the financial year 2026, ending 31 December 2026, of CHF 22.0 million, which was identical to the amount approved for the financial year 2025. The total compensation paid to the members of the Board of Directors for the term 2025/2026 (see section Board of Directors compensation term 2025/2026) as well as the total compensation paid to the members of the Executive Committee for the financial year 2025 (see section Total Executive Committee compensation 2025) are within the approved maximum aggregate compensation. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 186 Sunrise Annual Report 2025 I Compensation Report 16 Tailored SMIM (excl. financial-services companies): Adecco Group AG, ams-OSRAM AG, Avolta AG, Barry Callebaut AG, BELIMO Holding AG, BKW AG, Chocoladefabriken Lindt & Sprüngli AG, Clariant AG, EMS-CHEMIE HOLDING AG, Flughafen Zürich AG, Galenica AG, Georg Fischer AG, Meyer Burger Technology AG, PSP Swiss Property AG, Sandoz Group AG, Schindler Holding AG, SGS SA, SIG Group AG, Straumann Holding AG, Swiss Prime Site AG, Tecan Group AG, Temenos AG, The Swatch Group AG, VAT Group AG Board of Directors Compensation General Members of the Board of Directors receive a base fee for their services on the Board of Directors. In addition, with the exception of the Chairman, members of the Board of Directors who chair or serve on a committee receive an additional committee fee. Together, these are referred to as board fees, as set out in the table below. To ensure the independence of the Board of Directors in its supervisory role over the Executive Committee, the members of the Board of Directors have not received any variable compensation linked to the performance of Sunrise. The board fee consists of a cash component and a payment in the form of Sunrise Class A shares (each 50% of the board fee), with the right to elect to receive the cash component in Sunrise Class A shares (Share Election Right), allowing for further alignment with shareholder interests. The amounts below are gross amounts before deduction of employee social- security contributions and taxes, if applicable. The Company pays the cash component to each member of the Board of Directors and the Chairman in semi-annual instalments at the end of October and April of each year. The share component is granted based on the average closing share price of 10 trading days ending three trading days prior to the date of grant (grant price) and is blocked for one year. The members of the Board of Directors are reimbursed for travel and other related expenses incurred in connection with their responsibilities as members of the Board of Directors in accordance with the Articles of Association. Role Gross board fees in cash 1 - CHFk Gross board fees in shares 1 - CHFk Gross total board fees CHFk Annual base fees Chairman of the Board 200.0 200.0 400.0 Other members of the Board 100.0 100.0 200.0 Annual committee fees Chair of the Audit Committee 32.5 32.5 65.0 Chair of the Compensation Committee 22.5 22.5 45.0 Chair of the Nominating Committee 7.5 7.5 15.0 Member of the Audit Committee 20.0 20.0 40.0 Member of the Compensation Committee 15.0 15.0 30.0 Member of the Nominating Committee 5.0 5.0 10.0 ¹Subject to the exercise of the Share Election Right Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 187 Sunrise Annual Report 2025 I Compensation Report Board of Directors compensation term 2025/2026 (audited) For the term 2025/2026, the members of the Board of Directors received total compensation of CHF 2.0 million in the form of cash and shares including employer social-security contributions, if applicable. The compensation paid is set out in the table below. As the company’s listing took place on 15 November 2024, the Board of Directors’ compensation 2024/2025 only reflects the shortened period from the listing date until the AGM on 13 May 2025, resulting in a lower amount compared to a full term. Additional information No member of the Board of Directors or their related parties were granted a loan or a credit facility during the reporting year. There was no loan or credit facility outstanding at the end of the reporting year to any member of the Board of Directors or their related parties, and such loans are prohibited under the Sarbanes-Oxley Act of 2002 as long as the Sunrise shares are registered with the U.S. Securities and Exchange Commission. Related parties did not receive any remuneration. Total Board of Directors compensation CHFk Board fees in cash Board fees in shares Employer social security contribution Total 2025/2026 Total 2024/2025 Michael T. Fries, Chair — 408.7 26.2 434.9 216.7 Adam Bird, Member of the Board3, 5 — 250.3 16.0 266.3 130.3 Ingrid Deltenre, Member of the Board2 122.5 125.2 13.1 260.8 129.0 Thomas D. Meyer, Member of the Board1 132.5 135.4 17.1 285.0 141.0 Catherine Mühlemann, Member of the Board4, 6 125.0 127.7 — 252.7 125.0 Enrique Rodriguez, Member of the Board4, 5 — 275.8 17.7 293.5 143.6 Lutz Schüler, Member of the Board6 105.0 107.3 21.2 233.5 115.5 Total 485.0 1,430.4 111.3 2,026.7 1,001.0 Footnotes refer to the term 2025/2026 and 2024/2025. 1 Chair of the Audit Committee 2 Chair of the Compensation Committee 3 Chair of the Nominating Committee 4 Member of the Audit Committee 5 Member of the Compensation Committee 6 Member of the Nominating Committee Notes refer to the terms of office 2025/2026 and 2024/2025 unless otherwise indicated: • Board fees paid in cash and shares and employer social security contributions shown for the whole term 2025/2026 and for term 2024/2025 as of company's listing on 15.11.2024. • All board fees (base and committee fees) in cash and shares are gross values before the deduction of applicable tax and employee social security. • For non-Swiss-based Board of Directors the employer social security is based on estimates. • Members of the Board of Directors are not on a Sunrise pension plan. • Term 2024/2025: Sunrise Class A share Closing Price 5.12.2024: CHF 42.935 per share | Sunrise Class A share Grant Price: CHF 41.364 per share. • Term 2025/2026: Sunrise Class A share Closing Price 8.5.2025: CHF 44.32 per share | Sunrise Class A share Grant Price: CHF 43.382 per share. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 188 Sunrise Annual Report 2025 I Compensation Report


 
Maximum aggregate compensation for the Board of Directors for the term 2025/2026 The AGM 2025 approved a maximum aggregate compensation of the Board of Directors for the term from the AGM 2025 to the AGM 2026 in the amount of CHF 2.1 million (excluding employer social-security contributions). The total board fees paid to the members of the Board of Directors for the term 2025/2026 is CHF 1.9 million (excluding employer social- security contributions) and is within the approved maximum aggregate compensation. Board of Directors AGM 2025 – AGM 2026 CHFm Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 189 Sunrise Annual Report 2025 I Compensation Report 2.1 1.9 Maximum aggregate compensation approved͏ Board fees paid͏ Sunrise Compensation Principles and Philosophy The Sunrise compensation strategy is driven by our overall business strategy, vision and values. The following compensation principles promote our performance culture and strengthen the alignment between rewards based on the overall success of Sunrise and its shareholders. The compensation principles are applied consistently throughout the organisation to support inclusiveness and fairness across all roles. We are truly one company, and this approach promotes an interconnected and collaborative work environment where every employee has a purpose-driven role and is motivated to contribute to our collective goals and long-term value creation at Sunrise. Competitive Sunrise provides competitive compensation to attract and retain the best talents from the market. We strive to position Sunrise base salaries around the market median while at Sunrise, leadership career paths are equal to professional careers. To further underline the ambitious performance culture of Sunrise, target levels for variable compensation for senior roles are defined above the market median. For this purpose, benchmarking against the relevant market is conducted on a regular basis. Inclusive and fair We understand that an inclusive and fair compensation system throughout the organisation is a key driver of the success of Sunrise. Compensation levels are aligned for roles on the same level and promote the principle that similar job responsibilities, qualifications and skills result in similar compensation. These principles of inclusivity and fairness apply not only to compensation, but also to development and career opportunities and employment conditions in general. Sunrise aims to be successful by offering state-of- the-art reward packages that are communicated transparently and are easy for employees to understand. In September 2023, Sunrise was awarded the Fair-ON-Pay Advanced certification by the world’s leading quality auditor SGS. Fair-ON-Pay honours companies that ensure equal pay. This means that Sunrise employees are compensated fairly and equally, irrespective of their gender. Sunrise successfully renewed this commitment with its re-certification in 2025. Sunrise also successfully renewed its collective bargaining agreement, further strengthening its commitment to fair and market-competitive employment conditions. Performance-based Sunrise lives a performance-oriented working environment across the organisation with an emphasis on an entrepreneurial mindset to compete within our fast-moving industry. To support our mission of ambitious value creation for our various stakeholders, our performance measures include a mix of company, business-unit, team and individual targets, based on role and function. Therefore, our variable pay components are intended to reward strong performance with target values. Variable compensation is offered to all employees, reinforcing our commitment to a performance- driven culture across all levels of the organisation. Purpose-driven We consider ourselves to be a leader in evolving ways of working and to take a modern approach to total rewards. We aim to reflect the specific business needs of each line of business in our compensation framework. Linking rewards to the business strategy and to specific roles helps us to engage and motivate our employees and support them in their development, in their career ambitions and in a purposeful working environment. Sustainable Having an end-to-end perspective in mind, our compensation framework is designed and periodically updated to support our sustainable and long-term growth ambitions together with all our stakeholders within a constantly changing market. Share ownership Sunrise promotes share ownership among our employees to strengthen alignment with our shareholders and foster a culture of accountability and engagement. By enabling employees to participate in Sunrise success, we create a direct link between individual contributions and long-term value creation. Sunrise aims to broaden access to share programmes across all levels of the organisation and offer attractive conditions. Clear communication and education ensure transparency and help employees understand the benefits of share ownership. In 2025, we successfully rolled out an Employee Share Purchase Plan (ESPP), achieving strong engagement with eligible employees. Additionally, we expanded the Shareholding Incentive Plan (SHIP) to a broader population, reinforcing our commitment to inclusive ownership opportunities. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 190 Sunrise Annual Report 2025 I Compensation Report Executive Committee Compensation The Sunrise compensation framework allows for attracting, developing and retaining the best talents and is aligned with the company’s values, strategy and financial goals. The overall compensation principles and philosophy of Sunrise also form the basis for the compensation of our Executive Committee, which comprises the following elements: • Fixed compensation: base salary • Variable compensation: Short- and Long-Term Incentive Plans • Company benefits: company pension plan, insured benefits, other fringe benefits and allowances Fixed compensation Generally, fixed compensation is paid in cash on a monthly basis and takes into account the role, the individuals’ skills and experience as well as external market data. Potential increases in base salaries are reviewed annually. Variable compensation Variable compensation comprises the annual Short-Term Incentive Plan (STIP), including the option to participate in the Shareholding Incentive Plan (SHIP), and the Long-Term Incentive Plan (LTIP). Short-Term Incentive Plan The STIP is designed to reward the members of the Executive Committee and all employees (in non-sales roles; dedicated sales plans apply for sales roles), on an annual basis, for their contribution to the achievement of company targets, business-unit targets (for senior leaders and members of the Executive Committee other than the CEO) and individual targets that together foster the success of Sunrise. Key priorities lie in financial and operating delivery as well as in underpinning our performance culture and commitment to Sustainability/ESG. Sunrise has a defined target-setting and performance-management process in place. Company targets, business-unit targets and the individual targets of the members of the Executive Committee are subject to approval by the Board of Directors. Individual targets for each employee are defined using a top-down approach, to ensure alignment with the Sunrise corporate strategy across all departments. The assessment of individual performance is based on regular dialogue between employees and leaders, promoting an open exchange of ideas and opportunities for improvement and growth. Considering the unique position of our company within our industry and the Swiss market, the company targets include the following Key Performance Indicators (KPIs). Financial KPIs: • Operating Free Cash Flow after Leases (OFCFaL) • Service Revenue Qualitative KPIs: • Relative Net Promoter Score (rNPS), which measures the overall customer satisfaction, and • Sustainability/ESG: Engagement score and the proportion of women in leadership roles (People), greenhouse-gas reductions and CPE circularity (Planet) and mandatory e-learnings (Governance) Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 191 Sunrise Annual Report 2025 I Compensation Report The business-unit targets are tailored to reflect the financial focus of each unit. Depending on the specific priorities, KPIs may consist of the business unit’s EBITDA alone or a combination of its EBITDA and Capex. All targets are capped at a maximum achievement of 150%. We measure company and business performance against our budgeted targets at the end of each year. The key features of the STIP are outlined in the table below. Short-Term Incentive Plan (STIP) Executive Committee Members CEO Target STI as % of the base salary 70% or 100% 200% Maximum overachievement / cap 150% 150% Weighting of company target 60% or 70% 90% Weighting of business-unit target 20% or 30% 0.00 Weighting of individual performance 10% 10% Weighting within the company targets Operating Free Cash Flow after Leases (OFCFaL) 50% 50% Service Revenue 25% 25% Relative Net Promoter Score (rNPS) 20% 20% Sustainability/ESG 5% 5% The payment of the STIP for 2025 was approved by the Board of Directors for the members of the Executive Committee and by the CEO for all other employees. Shareholding Incentive Plan (SHIP) The SHIP is a feature of the STIP 2025 that allows participants to elect to receive up to 100% (25%, 50%, 75% or 100%) of their 2025 earned annual bonus amount in Sunrise shares (Bonus Shares) during the SHIP election window. The Bonus Shares will be issued in March 2026. Subject to the terms and conditions of the STIP and the SHIP, participants will also receive an additional grant of Restricted Share Units equal to 12.5% of the gross number of Bonus Shares (RSU Premium), which will be granted in March 2026 and vest in March 2027, provided that the participant holds all such Bonus Shares until that date. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 192 Sunrise Annual Report 2025 I Compensation Report


 
Long-Term Incentive Plan In 2025, Sunrise introduced a new Long-Term Incentive Plan (LTIP) for members of the Executive Committee and senior leaders, reinforcing its commitment to performance-based compensation and strategic alignment. For the Executive Committee, the LTIP is exclusively based on Performance Share Units (PSUs), while senior leaders receive a mix of 50% PSUs and 50% Restricted Share Units (RSUs). The performance metrics for the PSUs, defined following the spin-off for the LTIP 2024, remained unchanged for the LTIP 2025, ensuring consistency with Sunrise business objectives and continued alignment with shareholder interests. Performance Share Units (PSUs) PSUs represent a conditional right to receive shares at a future date, subject to the achievement of defined performance metrics and continued employment with Sunrise. They are designed to align leadership rewards with long-term company performance and shareholder value creation. The performance period for the LTIP 2025 covers three financial years, from 1 January 2025 to 31 December 2027, with vesting no later than March 2028. The two performance metrics contribute independently to the target achievement: • 30% weighting: Cumulative Absolute Adjusted Free Cash Flow (FCF)17 as reported versus plan18 • 70% weighting: Relative Total Shareholder Return (rTSR)19: relative percentile performance of TSR vs a basket of peers in STOXX Europe 600 Telecommunications Index The FCF metric was chosen as it supports dividend funding directly, thereby aligning leadership focus with shareholder interests. This metric reinforces financial discipline and ensures that strategic decisions are geared toward creating consistent value for shareholders. The rTSR metric aligns management remuneration with shareholder returns through dividends and share-price growth. It also adjusts variable compensation compared to the performance in the telecommunications sector, ensuring fair and relevant comparisons with industry peers. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 193 Sunrise Annual Report 2025 I Compensation Report 17 FCF: The Free Cash Flow (FCF) is defined as net cash provided by operating activities plus (i) operating-related vendor-financed additions and (ii) cash receipts in the period from interest-related derivatives, less (a) cash payments in the period for interest, (b) cash payments in the period for capital expenditures, (c) principal payments on amounts financed by vendors and intermediaries and (d) principal payments on lease liabilities. 18 Exclusions can be applied by the Compensation Committee for exceptional items impacting FCF as disclosed in the Annual Report or investor reports and presentations (e.g., legal settlements affecting reported FCF, unexpected tax settlements and spectrum auctions)- 19 rTSR: The TSR (Total Shareholder Return) in absolute CHF amount is the sum of the share-price accretion and the dividends paid out (including reinvestment assumption) during the respective performance period. For the rTSR the achieved TSR will be compared to the comparator group in percentage (%). The comparator group is defined as the peer group within the STOXX Europe 600 Telco Index. This enables a fair and relative performance comparison to peers. Under the LTIP, the participants’ awards are tied to performance or lack thereof. For each performance metric, a threshold must be reached to trigger the grant of shares. If the performance thresholds are not met, no payout will be made under the LTIP. Hence, depending on the achievement of the two performance metrics, the number of shares granted can range from zero to 1.85 shares per PSU (FCF: 150% | rTSR: 200%). If the rTSR metric is negative, the payout of the rTSR metric is capped at 100%. The payout curves are shown in the graphs below. For FCF, a minimum of 85% target achievement triggers a 50% payout, scaling linearly up to 115% achievement, which yields a 150% payout. For rTSR, performance begins at a 0% payout in the bottom quartile, reaching 25% payout at the 25th percentile, 100% payout at the median and a maximum of 200% payout at or above the 75th percentile. Intermediate achievement levels between these defined points are calculated through interpolation, ensuring that payouts reflect proportional performance across both metrics. Long-Term Incentive Plan (LTIP) Executive Committee Members CEO Target LTI as % of the base salary 130% or 150% 175% Maximum overachievement / cap (FCF: 150% | rTSR: 200%) 185% 185% Weighting of Cumulative Absolute Adjusted Free Cash Flow (FCF) 30% 30% Weighting of Relative Total Shareholder Return (rTSR) 70% 70% Company benefits Sunrise offers a competitive benefits package that includes health management, retirement plans, disability and other benefits tailored to industry market practices and regulations. Members of the Executive Committee receive a transportation allowance subject to the condition that they use an e-vehicle or public transport to commute to work; the latter condition underlines Sunrise commitment to sustainability. Sunrise offers an attractive pension scheme to all Sunrise employees, in which members of the Executive Committee also participate. The pension contributions are shared between employee and employer, depending on the individuals’ choice of contribution level. Members of the Executive Committee also receive reimbursement of business expenses incurred in the course of performing their jobs, which are not disclosed. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 194 Sunrise Annual Report 2025 I Compensation Report Total Executive Committee compensation 2025 General principles The Compensation Report discloses the total compensation for the Executive Committee from 1 January 2025 until the end of the financial year, 31 December 2025. The pay mix of the Executive Committee is aligned with market practices, placing strong emphasis on variable compensation, thereby fostering an ambitious high-performing culture, strong alignment with shareholder interests and sustainable business success. For the CEO, the pay mix consists of 21% base salary, 42% short-term incentive (STIP), and 37% long-term incentive (LTIP). For members of the Executive Committee, the average composition is 30% base salary, 27% STIP, and 43% LTIP. Total target direct compensation Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 195 Sunrise Annual Report 2025 I Compensation Report 30% 27% 43% Base Salary STIP LTIP Average Executive CommitteeCEO 21% 42% 37% Base Salary STIP LTIP Given the strong emphasis on variable compensation, Sunrise has implemented the following pay-for-performance mechanisms and safeguards for the members of the Executive Committee: Safeguards Description Performance award caps • STIP: Capped at 150% • LTIP: PSUs capped at 185% (FCF at 150%; rTSR at 200%) Delivery and long-term perspective • Performance conditions defined under the LTIP are aligned with shareholder interests • Vesting of the PSUs under the LTIP in 2028 (three-year vesting period) Other safeguards • Share ownership guidelines (see section Share Ownership Guidelines for the members of the Executive Committee) • No hedging allowed for shares that participants hold as part of the ownership targets, nor for granted units Leaver conditions / clawback • Performance awards are at risk of forfeiture • Clawbacks, including under the Dodd Frank Clawback Policy Contract terms • Maximum notice period is up to twelve months • No severance terms Achievement of STIP targets 2025 The Compensation Committee assesses the individual performance of the CEO and the members of the Executive Committee in line with the company’s strategic objectives and submits the proposals together with the achievement of the company and business-unit targets to the Board of Directors for approval. In 2025, the Sunrise STIP company targets were set for Operating Free Cash Flow after Leases at 50%, Service Revenue at 25%, rNPS at 20% and Sustainability/ESG at 5%. The Sunrise key financials, which are relevant for the determination of the STIP, showed a mixed result. Operating Free Cash Flow after Leases was slightly above target, driven by strict cost management offsetting an under-delivery on Service Revenue caused by a competitive consumer-market environment and continued (Fixed) Average Revenue Per Unit (ARPU) pressure. These dynamics are also reflected in how business units performed against their individual EBITDA- or EBITDA/Capex-based targets. Company rNPS (based on Sunrise and yallo rNPS) and Sunrise rNPS met or exceeded targets in all quarters. yallo overachieved in the first half but fell short in Q3 and Q4. Performance benefited from improved Internet reliability, higher share of newer CPE and the Sunrise Mobile Connect plan, while price increases, stricter payment-reminder measures and the Q3 3G shutdown weighed on results. Sustainability/ESG targets, within the main strategic pillars of People (engagement score and proportion of women in leadership roles), Planet (greenhouse-gas reductions and CPE circularity) and Governance (mandatory e-learnings), are within the expected range, with the Planet target exceeding the targeted range. The combination of these achievements resulted in an overall company target achievement of 99%. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 196 Sunrise Annual Report 2025 I Compensation Report


 
Total Executive Committee compensation 2025 (audited) The table below covering Executive Committee compensation shows the total compensation paid to the members of the Executive Committee for the financial year 2025, broken down into individual compensation elements, including the highest amount paid to one individual. As the company’s listing took place on 15 November 2024, the Executive Committee compensation 2024 only reflects the period following the company’s listing until 31 December 2024. The Executive Committee compensation 2025 is within the maximum aggregate compensation of CHF 22.0 million, which was approved for the members of the Executive Committee for the financial year 2025 at the 2024 Annual General Meeting. 2025 2024 Total Executive Committee compensation CHFk Total Executive Committee Thereof André Krause (CEO) Total Executive Committee Thereof André Krause (CEO) Base salary 4,176.67 1,000.00 526.02 127.78 Short-Term Incentive Plan - cash-based 3,780.32 1,962.00 387.61 263.10 Short-Term Incentive Plan - equity-based (SHIP) 943.84 — 98.01 — Long-Term Incentive Plan 7,843.29 2,195.81 900.25 351.67 Company benefits & allowances 407.08 28.11 85.95 29.65 Retirement benefits 1,043.72 157.85 108.03 16.52 Social security contributions 1,150.38 334.63 163.48 55.26 Total 19,345.30 5,678.40 2,269.35 843.98 Notes refer to 2025 and 2024 unless otherwise indicated: • The table represents nine active Executive Committee members; no member of the Executive Committee has stepped down in 2025. • All salary, STIP, LTIP and company benefit amounts are gross amounts before deduction of applicable tax, employee social security and other statutory charges. • 2025: STIP - equity based (SHIP): shares will be issued and RSU Premium granted in March 2026. • Fair value disclosure for the LTIP using Monte-Carlo Simulation for TSR portion and estimation of 100% vesting level of FCF. • 2024: All salary, STIP, LTIP, company benefit, as well as retirement benefits and social security contributions shown as of company’s public listing on 15.11.2024. • 2024: Due to the spin-off of Liberty Global on 15.11.2024, an Initial Award (cash- and equity-based instruments) was additionally allocated to the members of the Executive Committee (disclosed in the Compensation Report 2024). The overall amount was CHFk 28,646.56, thereof André Krause (CEO) CHFk 13,670.88. Therefore, the total compensation to the members of the Executive Committee including employer social security contributions in 2024 was CHFk 32,779.79, thereof André Krause (CEO) CHFk 15,393.93. Additional information (audited) No loans or credits have been granted to members of the Executive Committee or their related parties during the reporting year. There was no loan outstanding at the end of the reporting year to any member of the Executive Committee or their related parties, and such loans are prohibited under the Sarbanes-Oxley Act of 2002 as long as the Sunrise shares are registered with the U.S. Securities and Exchange Commission. Related parties did not receive any remuneration. The maximum notice period of members of the Executive Committee is twelve months. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 197 Sunrise Annual Report 2025 I Compensation Report Maximum aggregate compensation of the Executive Committee for 2025 The 2024 AGM approved a maximum aggregate compensation of the Executive Committee for the financial year 2025 of CHF 22.0 million (excluding employer social-security contributions), considering a reserve amount of CHF 2.1 million. The total compensation paid to the members of the Executive Committee for the financial year 2025 was CHF 18.2 million (excluding employer social-security contributions) and is within the approved maximum aggregate compensation. Executive Committee 1 January – 31 December 2025 CHFm Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 198 Sunrise Annual Report 2025 I Compensation Report 22.0 18.2 Maximum aggregate compensation approved͏ Executive Committee compensation paid͏ Shareholdings of the Board of Directors and Executive Committee Shareholdings of the Board of Directors and Executive Committee (audited) The current members of the Board of Directors and Executive Committee (including related parties) held the following number of shares and equity-based instruments as of 31 December 2025: 2025 2024 Name Sunrise Class A Shares Sunrise Class B Shares PSUs RSUs SARs Sunrise Class A Shares Sunrise Class B Shares PSUs RSUs SARs Michael T. Fries, Chair 682,553 5,758,886 — 86,861 — 643,124 5,758,886 — 148,843 — Adam Bird, Member of the Board 4,974 — — — — 969 — — — — Ingrid Deltenre, Member of the Board 4,111 — — — — 1,338 — — — — Thomas D. Meyer, Member of the Board 7,369 — — — — 5,931 — — — — Catherine Mühlemann, Member of the Board 4,424 — — — — 1,442 — — — — Enrique Rodriguez, Member of the Board 147,351 — — 23,496 — 134,525 — — 39,772 — Lutz Schüler, Member of the Board 51,196 — — — — 93,898 — — — — André Krause, CEO 41,105 — 216,120 66,254 49,987 30,480 — 173,290 94,444 74,980 Jany Fruytier, CFO 13,761 — 58,460 21,970 20,827 11,792 — 40,104 31,322 20,827 Christoph Richartz, CCO-MB 15,555 — 47,748 17,300 20,827 8,466 — 31,228 24,496 20,827 Stefan Fuchs, CCO-FB 17,461 — 32,238 12,768 10,181 16,365 — 21,421 18,429 15,272 Thorsten Haeser, CBO 7,180 — 48,134 16,116 18,379 8,453 — 30,513 22,060 18,379 Elmar Grasser, CTO 13,056 — 37,084 13,047 15,272 5,706 — 21,421 18,429 15,272 Anna Maria Blengino, CIO 10,489 — 29,741 10,154 4,273 5,706 — 18,924 14,291 6,410 Marcel Huber, GC & CCAO 17,145 — 30,051 11,320 6,513 8,840 — 19,870 15,305 9,769 Tobias Foster, CPO 18,847 — 30,051 11,490 9,769 10,378 — 19,870 15,736 9,769 Total 1,056,577 5,758,886 529,627 290,776 156,028 987,413 5,758,886 376,641 443,127 191,505 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 199 Sunrise Annual Report 2025 I Compensation Report Share Ownership Guidelines for the members of the Executive Committee The Sunrise Share Ownership Guidelines (SOGs) aim to align further the interests of the members of the Executive Committee with those of the shareholders and to promote the Sunrise commitment to sound corporate governance. The SOGs specify the minimum monetary value of Sunrise shares to be held by each member of the Executive Committee throughout their tenure. Each ownership target is a multiple of the annual base salary: Ownership target in relation to base salary Executive Committee CEO Measurement date: 30 June 2026 120% 180% Measurement date: 31 December 2028 200% 300% • Newly promoted and / or hired members of the Executive Committee (including a CEO) are required to meet their ownership target on 31 December of the 5th anniversary of such promotion or hiring employment. Gender Representation on the Board of Directors (audited) The Board of Directors of Sunrise currently consists of seven members, including two women. Therefore, the statutory benchmark of 30% for the less represented gender, which will be required to be met going forward, is currently not met (28.6%) by a narrow margin. For Sunrise, the primary focus is to ensure that the composition of the Board of Directors brings together the best possible expertise in telecommunications, digital innovation, regulation and capital markets. Our selection process for members of the Board of Directors is thus focused on competence, experience and strategic fit. Nonetheless, the Board of Directors is aware of the importance of diversity and regularly reviews its composition in that respect. Furthermore, Sunrise pursues its own DE&I strategy, where, for example, the proportion of women in leadership positions is explicitly promoted. See Diversity, equity and inclusion chapter in the Sustainability report. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 200 Sunrise Annual Report 2025 I Compensation Report


 
Activities at Other Companies (audited) The activities performed by the members of the Board of Directors and the members of the Executive Committee as at 31 December 2025 that are comparable to board of directors or executive committee mandates at other enterprises with an economic purpose are listed below. According to the Articles of Association, no member of the Board of Directors may hold more than ten additional mandates, of which no more than eight may be in listed companies. No member of the Executive Committee may hold more than four additional mandates, of which no more than one may be in a listed company. Each of these mandates is subject to the prior approval of the Board of Directors or, if delegated to it, the Compensation Committee. Member of the Board of Directors Entity Listed/not listed Position Michael T. Fries Liberty Global Ltd. listed Chief Executive Officer Lionsgate Studios Corp. listed Member of the Board of Directors Grupo Televisa S.A.B. listed Member of the Board of Directors Liberty Latin America Ltd. listed Executive Chairman VMED O2 UK Limited not listed Member of the Board of Directors Ingrid Deltenre Givaudan SA listed Vice-Chairwoman of the Board of Directors DHL Group listed Member of the Board of Directors SPS Global not listed Member of the Board of Directors Hochdorf Swiss Nutrition not listed Member of the Board of Directors Thomas D. Meyer BLR Capital AG not listed Member of the Board of Directors CelsiusPro AG not listed Chairman of the Board of Directors Osterwalder AG not listed Member of the Board of Directors Neue Zürcher Zeitung AG not listed Member of the Board of Directors Yarowa AG not listed Member of the Board of Directors Artemis Holding AG not listed Member of the Board of Directors Catherine Mühlemann CH Media TV AG not listed Member of the Board of Directors Jungfraubahn Holding AG listed Member of the Board of Directors NI FRAVI Group GmbH not listed Owner Enrique Rodriguez Liberty Global Ltd. listed Executive Vice President and Chief Technology Officer VMED O2 UK Limited not listed Member of the Board of Directors Formula E not listed Member of the Board of Directors NexFibre not listed Member of the Board of Directors Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 201 Sunrise Annual Report 2025 I Compensation Report Lutz Schüler VMED O2 UK Limited not listed Chief Executive Officer Tesco Mobile not listed Chairman of the Board of Directors o2 Daisy Limited not listed Member of the Board of Directors • Those belonging to the same group are shown as one mandate. Member of the Executive Committee Entity Listed/not listed Position Thorsten Haeser Reviderm AG not listed Non-Executive Member Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 202 Sunrise Annual Report 2025 I Compensation Report 203 Sunrise Annual Report 2025 I Compensation Report This page is intentionally left blank 204 Sunrise Annual Report 2025 I Compensation Report This page is intentionally left blank


 
Corporate Governance Corporate Governance Corporate Governance Corporate Governance Corporate Governance Compensation Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 205 Sunrise Annual Report 2025 I Financial Statements Table of Contents | Financial Statements 206 Consolidated Statements of Comprehensive Income (Loss) 207 Consolidated Statements of Financial Position 209 Consolidated Statements of Changes in Equity 211 Consolidated Statements of Cash Flows 213 Notes to the Consolidated Financial Statements 215 Left Intentionally Blank 287 Statutory Financial Statements 291 Left Intentionally Blank 300 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 206 Sunrise Annual Report 2025 I Financial Statements Sunrise Communications AG Consolidated Statements of Income or Loss Note Year ended 31 December in CHF millions 2025 2024 2023 Revenue 6 2,983.4 3,018.0 3,035.2 Direct costs (831.2) (830.1) (834.6) Personnel expenses 8 and 10 (429.9) (407.0) (416.7) Other operating income and capitalised labour 7 and 26 63.3 68.1 105.7 Other operating expenses 7 and 26 (623.1) (696.4) (758.8) Depreciation of right-of-use assets 13 (129.9) (129.7) (128.0) Depreciation and amortisation 14 and 15 (936.4) (917.9) (992.1) Operating income 96.2 105.0 10.7 Financial income 22 425.8 257.7 574.7 Financial expenses 22 (656.3) (742.6) (957.2) Share of gains (losses) of equity method investments 25 5.9 1.3 (0.3) (Loss) before taxes (128.4) (378.6) (372.1) Income tax benefit 19 19.9 16.7 59.9 Net (loss) (108.5) (361.9) (312.2) Attributable to: Sunrise Communications AG shareholders (112.2) (365.8) (316.1) Non-controlling interest 3.7 3.9 3.9 Earnings (loss) per share Basic and diluted earnings (loss) per share of class A 21 (1.6) (5.1) (4.4) Basic and diluted earnings (loss) per share of class B 21 (0.2) (0.5) (0.4) The accompanying notes are an integral part of these consolidated financial statements. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 207 Sunrise Annual Report 2025 I Financial Statements Sunrise Communications AG Consolidated Statements of Comprehensive Income or Loss Year ended 31 December in CHF millions 2025 2024 2023 Net (loss) (108.5) (361.9) (312.2) Items that are or may be reclassified to the statement of income or loss Foreign currency translation adjustments 0.0 (13.3) (95.0) Items that will not be reclassified to the statement of income or loss Pension-relation adjustments 2.8 (8.9) (28.4) Related tax (0.6) 1.2 5.4 Other comprehensive income (loss), net of taxes 2.2 (21.0) (118.0) Attributable to: Sunrise Communications AG shareholders 2.3 (21.0) (117.8) Non-controlling interest (0.1) 0.0 (0.2) Total comprehensive (loss), net of taxes (106.3) (382.9) (430.2) Attributable to: Sunrise Communications AG shareholders (109.9) (386.8) (433.9) Non-controlling interest 3.6 3.9 3.7 The accompanying notes are an integral part of these consolidated financial statements. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 208 Sunrise Annual Report 2025 I Financial Statements


 
Sunrise Communications AG Consolidated Statements of Financial Position Assets Current assets: Cash and cash equivalents 273.2 351.8 Trade receivables 24 330.7 353.0 Financial assets 24 140.9 162.5 Tax receivables 19 5.5 — Other current assets 12 270.6 259.9 Total current assets 1,020.9 1,127.2 Non-current assets: Property, plant and equipment 14 2,231.6 2,338.5 Goodwill 16 6,012.7 6,012.7 Intangible assets 15 934.5 1,084.4 Right-of-use assets 13 1,367.9 1,262.5 Financial assets 24 9.6 5.1 Investments 25 30.0 48.4 Deferred tax assets 19 15.3 23.6 Other non-current assets 12 102.2 160.4 Total non-current assets 10,703.8 10,935.6 Total assets 11,724.7 12,062.8 Note 31 December 31 December in CHF millions 2025 2024 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 209 Sunrise Annual Report 2025 I Financial Statements Liabilities and Equity Liabilities Current liabilities: Accounts payable 328.7 316.0 Lease liabilities 13 181.4 164.1 Financial liabilities 24 558.8 586.7 Provisions 17 2.9 4.7 Tax liabilities 11.4 17.9 Other current liabilities 12 456.9 497.0 Total current liabilities 1,540.1 1,586.4 Non-current liabilities: Lease liabilities 13 1,095.8 1,055.2 Financial liabilities 24 4,598.0 4,747.9 Provisions 17 67.3 64.0 Defined benefit obligations 10 1.8 8.4 Deferred tax liabilities 19 115.4 165.8 Other non-current liabilities 12 230.6 48.2 Total non-current liabilities 6,108.9 6,089.5 Total liabilities 7,649.0 7,675.9 Equity: Ordinary share capital 20 7.4 7.2 Treasury shares (0.1) (0.1) Reserves 20 4,042.2 4,353.7 Equity attributable to the shareholders 4,049.5 4,360.8 Non-controlling interest 20 26.2 26.1 Total equity 4,075.7 4,386.9 Total liabilities and equity 11,724.7 12,062.8 Note 31 December 31 December in CHF millions 2025 2024 The accompanying notes are an integral part of these consolidated financial statements. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 210 Sunrise Annual Report 2025 I Financial Statements Sunrise Communications AG Consolidated Statements of Changes in Equity in CHF millions Ordinary share capital Treasury Stock Other reserves Currency translation reserve Actuarial gains/ (losses) from defined benefit plans, net of taxes Total equity attributable to shareholders Non-controlling interests Total equity Balance at 1 January 2023 — — 4,153.6 (155.3) 31.9 4,030.2 19.3 4,049.5 Net Income (loss) — — (316.1) — — (316.1) 3.9 (312.2) Other comprehensive income (loss), net of taxes — — — (95.0) (22.8) (117.8) (0.2) (118.0) Total comprehensive income — — (316.1) (95.0) (22.8) (433.9) 3.7 (430.2) Share-based compensation — — 21.9 — — 21.9 — 21.9 Capital contributions (distributions) — — (63.4) — — (63.4) (0.8) (64.2) Balance at 31 December 2023 — — 3,796.0 (250.3) 9.1 3,554.8 22.2 3,577.0 Net income (loss) — — (365.8) — — (365.8) 3.9 (361.9) Other comprehensive income (loss), net of taxes — — — (13.3) (7.7) (21.0) — (21.0) Total comprehensive income — — (365.8) (13.3) (7.7) (386.8) 3.9 (382.9) Issuance of shares 7.2 (0.1) (7.1) — — — — — Share-based compensation — — 15.1 — — 15.1 — 15.1 Capital contributions (distributions) — — 1,177.7 — — 1,177.7 — 1,177.7 Balance at 31 December 2024 7.2 (0.1) 4,615.9 (263.6) 1.4 4,360.8 26.1 4,386.9 Net income (loss) — — (112.2) — — (112.2) 3.7 (108.5) Other comprehensive income (loss), net of taxes — — — — 2.3 2.3 (0.1) 2.2 Total comprehensive income (loss) — — (112.2) — 2.3 (109.9) 3.6 (106.3) Issuance of shares 0.2 (0.2) — — — — — — Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 211 Sunrise Annual Report 2025 I Financial Statements Share-based compensation — 0.2 40.8 — — 41.0 — 41.0 Repayment out of capital contribution reserves1 — — (240.4) — — (240.4) — (240.4) Transaction costs for own equity — — (2.0) — — (2.0) — (2.0) Dividend distribution to NCI — — — — — — (3.5) (3.5) Balance at 31 December 2025 7.4 (0.1) 4,302.1 (263.6) 3.7 4,049.5 26.2 4,075.7 The accompanying notes are an integral part of these consolidated financial statements. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 212 Sunrise Annual Report 2025 I Financial Statements 1 For details, please refer to Note 20.


 
Sunrise Communications AG Consolidated Statements of Cash Flows Note Year ended 31 December in CHF millions 2025 2024 2023 Cash flows from operating activities: Net (loss) (108.5) (361.9) (312.2) Income tax (benefit) 19 (19.9) (16.7) (59.9) Share-based compensation expense 49.0 19.1 22.5 Depreciation of RoU assets 13 129.9 129.7 128.0 Depreciation of PP&E and amortisation of intangibles 14 and 15 936.4 917.9 992.1 Restructuring and other (13.5) 49.8 86.2 Financial income 22 (425.8) (257.7) (574.7) Financial expenses 22 656.3 742.6 957.2 Dividends received 3.3 3.0 3.1 Interest received 22 3.0 1.6 0.9 Tax refunds — — 4.0 Taxes paid (33.8) (1.1) — Proceeds from sale of trade receivables 23 51.5 — — Changes in operating assets and liabilities (12.7) 52.8 (45.7) Net cash provided by operating activities 1,215.2 1,279.1 1,201.5 Cash flows from investing activities: Capital expenditures 14 and 15 (499.5) (541.1) (468.0) Cash paid in connection with acquisitions, net of cash acquired 27 — — (85.1) Acquisition of equity-accounted investees 25 — (0.6) — Net advances from (to) related parties (0.2) 112.7 (204.8) Cash received for other investing activities — — 0.1 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 213 Sunrise Annual Report 2025 I Financial Statements Cash paid for other investing activities (4.1) (49.7) (2.8) Net cash used in investing activities (503.8) (478.7) (760.6) Cash flows from financing activities: Interest paid (261.3) (420.2) (422.5) Repayment out of capital contribution reserves to Sunrise Communications AG shareholders (240.4) — — Borrowing of debt 24 1,260.8 — — Vendor financing additions 24 405.7 363.4 271.2 Repayments of debt 24 (1,223.4) (1,064.7) — Principal payments on vendor financing 24 (430.7) (377.0) (296.6) Payment of lease liabilities 13 (121.0) (114.4) (107.6) Payment of financing costs and debt premiums 24 (19.3) — 0.1 Net cash received (paid) for interest related derivative instruments 24 41.9 172.7 174.5 Net cash paid for principal related derivative instruments 24 (193.2) (120.4) (57.4) Capital contribution from former parent — 1,106.2 — Issuance of share capital 1 — 0.1 — Repurchase of treasury stock 20 — (0.1) — Cash (paid) for other financing activities (5.1) — (1.8) Net cash used in financing activities (786.0) (454.4) (440.1) Net increase (decrease) in cash and cash equivalents: (74.6) 346.0 0.8 Cash and cash equivalents at the beginning of the period 351.8 4.8 2.3 Effect of exchange rate changes on cash (4.0) 1.0 1.7 Cash and cash equivalents at the end of the period 273.2 351.8 4.8 The accompanying notes are an integral part of these consolidated financial statements. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 214 Sunrise Annual Report 2025 I Financial Statements Notes to the Consolidated Financial Statements (1) General Information Sunrise Communications AG is a public company incorporated, domiciled and registered in Switzerland. The registered office of Sunrise Communications AG is located at Glattpark (Opfikon), Thurgauerstrasse 101b, 8152, Switzerland. These consolidated financial statements for the year ended 31 December 2025 and 31 December 2024 are in substance a continuation of the previously reported F-4 financials of Sunrise HoldCo V B.V. The reporting periods 2025 and 2024 presented comprise the consolidated financial statements of Sunrise Communications AG and its subsidiaries (collectively referred to as 'Sunrise'). The comparative period 2023 presented reflects the carrying amounts from the consolidated financial statements of Sunrise HoldCo V B.V. The Sunrise principal operating company, Sunrise GmbH, is a full-range telecommunications provider in Switzerland, offering mobile voice and data, landline services (retail and wholesale voice, business and integration services), video and landline Internet including Internet Protocol Television (IPTV) services to both residential and business customers as well as to other operators. Sunrise has its own national backbone landline and IP network and its own mobile network based on 4G and 5G technologies. In connection with the services it provides, Sunrise also resells handsets manufactured by third-party suppliers. In connection with the spin-off from Liberty Global Ltd (hereinafter 'LG') dated 8 November 2024, a series of reorganisation steps were completed. The transaction resulted in separation from LG and the formation of Sunrise Communications AG, whose shares are listed on the SIX Swiss Exchange. These consolidated financial statements have been approved and authorised by the Board of Directors for issuance on 17 February 2026 in accordance with a resolution of the Sunrise Board of Directors. (2) Basis Of Preparation and Scope Of Consolidation These Consolidated Financial Statements have been prepared in accordance with IFRS Accounting Standards ('IFRS') as issued by the International Accounting Standards Board ('IASB') and are referred to hereinafter as consolidated financial statements. They present the activities, assets and liabilities of Sunrise, as included in the scope of consolidation, and contain the financial information of the legal entities of Sunrise. Sunrise forms a separate group of legal entities in all years presented. All intercompany transactions and balances within Sunrise have been eliminated. Any respective material events occurring after 31 December 2025 are disclosed in Note 28. These consolidated financial statements present the assets, liabilities, revenues, expenses and cash flows attributable to Sunrise. The consolidated financial statements have been prepared under the historical cost convention, unless otherwise indicated. The fair value of financial assets and liabilities is presented in Note 24. The consolidated financial statements have been prepared under the assumption of going concern. The presentation currency of these consolidated financial statements is the Swiss franc ('CHF'). Due to rounding, numbers presented throughout this report may not add up precisely to the totals provided. All ratios and variances are calculated using the precise underlying amount rather than the presented rounded amount. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the balance-sheet date and the reported amounts of revenue and expenses during the fiscal period. These estimates are based on management’s best knowledge of current events and actions that Sunrise may undertake in the future. Please refer to Note 4 for further details. See Note 26 for additional disclosures regarding transactions with related parties. Following the spin-off from LG, Sunrise has revised its financial reporting and management structure to reflect its new status as an independent, publicly listed company. As part of this transition, Sunrise has redefined mappings and classifications within revenues, operating expenses and property, plant and equipment to better align with its strategic focus and operations. The modifications resulted exclusively in adjustments within the related line items, without altering the overall presentation of the Consolidated Statements of Income or Loss, Consolidated Statements of Financial Position, or Consolidated Statements of Cash Flows. To ensure comparability and consistency, all comparative figures for prior periods have been reclassified accordingly. Detailed explanations and reconciliations of these changes can be found in Notes 6, 7 and 14 to the consolidated financial statements. (3) Material Accounting Policies These consolidated financial statements were prepared in accordance with the accounting policies described in the last annual financial statements and the amendments effective as of 1 January 2025 which are described below. Sunrise has not adopted early any standard, interpretation or amendment that has been issued but is not yet effective. One new amendment exists for the first time in 2025, but is not applicable to these consolidated financial statements. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 215 Sunrise Annual Report 2025 I Financial Statements Amendments to IAS 21 Lack of Exchangeability - Amendments to IAS 21 1 January, 2025 Foreign currency translation These consolidated financial statements are presented in Swiss francs ('CHF'), which is the reporting currency of Sunrise. The functional currency is the currency applied in the primary economic environment. Transactions in currencies other than the functional currency are translated at the transaction-date exchange rates or the average rate. Foreign exchange gains and losses arising from differences between transaction date and settlement date rates are recognised as financial income or expenses in the Consolidated Statements of Income or Loss. The following table summarises the principal exchange rates used by Sunrise (shown against CHF): 31 December 2025 2024 2023 Spot rates: Euro 1.0739 1.0645 1.077 US Dollar 1.2603 1.1016 1.1916 Year ended 31 December 2025 2024 2023 Average rates: Euro 1.0677 1.0502 1.0295 US Dollar 1.2070 1.1362 1.1135 Revenue from contracts with customers Revenue is recognised to depict the transfer of goods or services to customers in an amount that reflects the consideration (net of VAT) to which the entity expects to be entitled in exchange for those goods or services. Revenue is recognised when the customer obtains control of the promised goods or services. Significant sources of revenue are explained in Note 6. Sunrise groups multi-component contracts (e.g., mobile subscription with subsidised mobile hardware) into portfolios and allocates the total transaction price to each separate performance obligation (including undelivered elements) in proportion to the stand-alone selling prices. Revenue is recognised when the customer obtains control of the separate components. In the Consolidated Statements of Financial Position, timing differences in the recognition of revenue between separate performance obligations lead to the recognition of a contract asset, i.e., a legally not yet entitled right to consideration from a contract with a customer. Incremental costs to obtain a contract with a customer, such as incremental sales commissions, are generally recognised as assets and amortised over the applicable period benefited, which generally is the contract life. If, however, the amortisation period is less than one year, Sunrise expenses such costs in the period incurred. In contrast, activation fees lead to the recognition of a contract liability, i.e., the obligation to transfer goods or services to a customer for which the entity has received consideration from the customer. Contract assets and liabilities are determined at the contract level and not at the performance obligation level. Accrued income and deferred discounts are classified as part of contract assets. Revenue is recognised gross when Sunrise acts as a principal in a transaction. For content- based services and handsets sold via third-party retailers, where Sunrise acts as an agent, revenue is recognised net of direct costs. Direct costs Direct costs are related to acquiring, producing or gaining access to the product, content or service that is sold to the customer. These include, but are not limited to, costs for hardware, access, copyrights, programming, roaming, interconnection, new build and built-to-suit. Property, plant and equipment Property, plant and equipment ('PP&E') are measured at cost less accumulated depreciation and write-downs for impairment. Costs comprise purchase price and costs directly attributable to the acquisition until the date on which the asset is ready for use, as well as the estimated costs of dismantling and restoring the site. The costs of self-constructed assets include directly attributable payroll costs, materials, parts purchased, and services rendered by sub-suppliers during the construction period. Costs also include estimated asset retirement costs on a discounted basis if the related obligation meets the conditions for Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 216 Sunrise Annual Report 2025 I Financial Statements


 
recognition as a provision. The depreciation base is measured at cost less residual value and any write-downs. Depreciation is provided on a straight-line basis over the estimated useful life of the assets as follows: Asset Category Useful Lives Buildings 15 to 33 years Support capital and leasehold improvement 3 to 15 years Network 2 to 33 years Customer premises equipment ('CPE') 4 to 5 years The depreciation expense of property, plant and equipment is included in depreciation and amortisation expenses in the Consolidated Statements of Income or Loss. Property, plant and equipment that has been disposed of or scrapped is eliminated from accumulated costs and accumulated depreciation. Gains and losses arising from the sale of property, plant and equipment are measured as the difference between the sales price less selling expenses and the carrying value at the time of sale. The resulting gain or loss is recognised in the Consolidated Statements of Income or Loss in other Operating Income or Other Operating Expenses, respectively. Software that is an integral part of a tangible asset (e.g., telephone-exchange installations) is presented together with the related tangible assets. If indications exist that the value of an asset may be impaired, the recoverable amount of the asset is determined. If the recoverable amount of the asset, which is the higher of the fair value less costs to sell and the value in use, is less than its carrying amount, the carrying amount is reduced to the recoverable amount. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 217 Sunrise Annual Report 2025 I Financial Statements Intangible assets Intangible assets comprise software, licenses and rights, brands and other intangible assets required to operate the business, and software developed or customised by Sunrise. Intangible assets are measured at cost less accumulated amortisation and impairment losses and are amortised on a straight-line basis over their estimated useful lives. Broadcasting rights and spectrum licenses are generally multi-year contracts, for which an asset is recognised in the amount of the contract consideration with a corresponding liability for any unpaid portion of the total contract costs at contract inception. The rights are amortised on a straight-line basis over the contract term. Asset Category Useful Lives Software 3 to 5 years Licenses and rights 5 to 26 years Brands and customer relationships 6 to 10 years Other intangible assets 2 to 25 years The amortisation expense of intangible assets is included in depreciation and amortisation expenses in the Consolidated Statements of Income or Loss. Development projects, including costs of computer software purchased or developed for internal use, are recognised as intangible assets if the costs can be calculated reliably and if they are expected to generate future economic benefits. Costs of development projects include wages and external charges. Development projects that do not meet the criteria for recognition in the Consolidated Statements of Financial Position are expensed as incurred. Non-derivative financial instruments Cash and cash equivalents, current trade and other receivables, current related-party receivables and payables, certain other current assets, accounts payable and certain accrued liabilities represent financial instruments that are initially recognised at fair value and subsequently carried at amortised cost. Due to their relatively short maturities, the carrying values of these financial instruments approximate their respective fair values. Loans and other receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such loans and other receivables are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses. Leases Sunrise leases mainly consist of rental of distribution systems, support equipment, buildings and land. Sunrise recognises a right-of-use ('RoU') asset and a lease liability at the lease commencement date. The RoU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred. Furthermore, the RoU asset is adjusted for an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located. The RoU assets are subsequently depreciated using the straight-line method from the commencement date to the earlier of the useful life of the RoU asset or the end of the lease term. The useful lives per asset class are as follows: Asset Category Useful Lives Land, Buildings and Other 3 to 33 years Network 3 to 30 years In addition, RoU assets are periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The RoU assets and the lease liabilities are presented separately in the consolidated financial statements. Lease liabilities are initially measured at the present value of the future lease payments, discounted using the interest rate implicitly specified in the lease or the Sunrise incremental borrowing rate as the discount rate. Sunrise applies the short-term lease recognition exemption to leases of less than 12 months. Lease payments associated with these leases are recognised as an expense on a straight-line basis over the lease term. Inventories Inventories are measured at the lower of cost and net realisable value. The costs of merchandise include purchase price and delivery costs. The costs of work in progress comprise direct costs of merchandise, direct labour, other direct costs and related production overheads. Related costs for items sold are presented within direct costs in the Consolidated Statements of Income or Loss. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 218 Sunrise Annual Report 2025 I Financial Statements Trade receivables and other receivables Receivables are measured at amortised cost net of an allowance for uncollectible amounts. The allowance for trade receivables and contract assets is always measured at an amount equal to lifetime expected credit loss ('ECL'). When determining whether the credit risk of a financial asset has increased significantly, Sunrise considers both quantitative and qualitative information and analysis based on its historical experience, internal credit assessment and forward-looking information. Allowances for anticipated uncollectible amounts are based on individual assessments of major receivables and historically experienced losses on uniform groups of other receivables. This allowance is equal to the difference between the carrying amount and the present value of the amounts expected to be recovered. Significant financial difficulties of the debtor, the probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the receivable is impaired. The loss is recognised in the Consolidated Statements of Income or Loss within Other Operating Expenses. When a trade receivable is uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other operating expenses in the Consolidated Statements of Income or Loss. Cash and cash equivalents Cash and cash equivalents comprise cash at banks and in hand and deposits held at call with banks with a maturity of less than three months at inception. Bank overdrafts are included in current liabilities. Provisions An Asset Retirement Obligation ('ARO') is recognised when Sunrise has a legal or constructive obligation to remove the asset and restore the site where the asset was used at the end of the lease term (e.g., in connection with the future dismantling of mobile stations and restoration of property owned by third parties). Sunrise has estimated and capitalised the net present value of the obligations and increased the carrying amount of the asset by the respective amount. The estimated cash flows are discounted using a risk-adjusted interest rate, which is derived from Swiss government bonds along with a company-specific risk spread based on issued corporate bonds, and recognised as a provision. Subsequently, the unwinding of the discount is expensed in financial expenses. The capitalised amount is amortised over the expected lease period, including the potential extension option if it is expected to be exercised. Provisions are measured at management’s best estimate of the amount at which the liability is expected to be settled. If the timing of the settlement has a significant impact on the measurement of the liability, such liability is discounted. Pensions Sunrise pension plans comprise defined benefit plans established under Swiss pension legislation. Obligations are determined by independent qualified actuaries using the projected unit credit method assuming that each year of service gives rise to an additional unit of benefit entitlement and each unit is measured separately to build up the final obligations. Sunrise recognises a gain or loss on curtailment when a commitment is made to significantly reduce the number of employees, generally as a result of a restructuring or disposal/discontinuation of part of the business or the outsourcing of business activities. Gains or losses on curtailment or settlement of pension benefits are recognised in the Consolidated Statements of Income or Loss when the curtailment or settlement occurs. Differences between projected and realised changes in pension assets and pension obligations are referred to as actuarial gains and losses and are recognised in the Consolidated Statements of Other Comprehensive Income when such gains and losses occur. In the case of changes in benefits relating to employees’ previous service periods, a change in the estimated present value of the pension obligations will be immediately recognised. The present value of the pension obligation is measured using a discount rate based on the interest rate on high- quality corporate bonds where the currency and terms of the corporate bonds are consistent with the currency and estimated terms of the defined benefit obligation. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 219 Sunrise Annual Report 2025 I Financial Statements Amendments to IFRS Accounting Standards and Interpretations, whose application is not yet mandatory The following IFRS Accounting Standards and Interpretations published up to the end of 2025 are mandatory from the 2026 financial year onwards. Standard Name Effective From Amendments to IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments 1 January 2026 Amendments to IFRS 1, 7, 9, 10 and IAS 7 Annual Improvements to IFRS Accounting Standards 1 January 2026 Amendments to IFRS 9 Contracts Referencing Nature-Dependent Electricity 1 January 2026 IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027 IFRS 19 Subsidiaries Without Public Accountability: Disclosures 1 January 2027 Amendments to IFRS 10 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture To be determined Amendments to IAS 21 Translation to a Hyperinflationary Presentation Currency 1 January 2027 Sunrise will review its financial reporting for the impact of those new and amended standards which take effect on or after 1 January 2026 and which Sunrise did not choose to adopt earlier than required. At present, Sunrise anticipates no material impact on the consolidated financial statements, except for IFRS 18 issued by the IASB on 9 April 2024. IFRS 18 will replace IAS 1, although many existing principles in IAS 1 are retained. The key concepts introduced in IFRS 18 relate to the structure of the statement of profit or loss, required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (that is, management-defined performance measures) and enhanced principles on aggregation and disaggregation which apply to both the primary financial statements and notes. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but may change what an entity reports as its «operating profit or loss». IFRS 18 Presentation and Disclosure in Financial Statements (effective 1 January 2027) is expected to affect the Group’s presentation and disclosures, while not impacting recognition or measurement; based on the Group’s initial assessment, the overall effects are expected to be limited. In particular, the main areas of change relate to presentation of foreign exchange effects on accounts receivable and accounts payable (and related derivatives) within the statement of profit or loss, and to the statement of cash flows (including the indirect method starting from operating profit and classifying interest and dividends received within investing activities), as well as enhanced note disclosures for management-defined performance measures. The Group is continuing to evaluate the detailed implications. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 220 Sunrise Annual Report 2025 I Financial Statements


 
(4) Use of Judgments and Estimates The following specific estimates and judgments are considered important when portraying the Sunrise financial position: • Useful life of intangible assets and property, plant and equipment, as shown in Note 3, is assigned based on periodic studies of the actual useful life and intended use of those assets. Such studies are completed or updated whenever new events occur with the potential to impact the way the useful life of the asset is determined, such as events or circumstances that indicate that the carrying value of the asset may not be recoverable and should therefore be tested for impairment. Any change in the estimated useful life of these assets is recognised in the financial statements as soon as any such change is determined. For details, see Note 14 and Note 15. • Goodwill and intangible assets comprise a significant portion of the total assets of Sunrise. The impairment test for intangible assets is a complex process that requires significant management judgment in determining various assumptions, such as cash flow projections, discount rate and terminal growth rates. The sensitivity of the estimated measurement to these assumptions, consolidated or individually, can be significant. Furthermore, the use of different estimates or assumptions when determining the fair value of such assets may result in different values and could result in impairment charges. For details, see Note 15 and Note 16. • Right-of-use assets and lease liabilities amount to a significant portion of the Sunrise Consolidated Statements of Financial Position (see Note 13). The valuation is based on several judgments, starting with the assessment of whether a contract contains a lease. Other material judgments made by Sunrise include assumptions concerning the lease terms and the probability that an extension option will be exercised. • Net periodic pension cost for defined benefit plans is estimated based on certain actuarial assumptions, the most significant of which relate to discount rate and future salary increases. As shown in Note 10, the assumed discount rate reflects changes in market conditions. Sunrise believes these assumptions illustrate current market conditions. • Estimates of deferred taxes and significant items giving rise to deferred assets and liabilities are shown in Note 19. These reflect the assessment of future taxes to be paid on items in the financial statements, giving consideration to both the timing and probability of these estimates. In addition, such estimates reflect expectations about the amount of future taxable income and, where applicable, tax planning strategies. Actual income taxes and income for the period may vary from these estimates as a result of changes in expectations about future taxable income, future changes in income tax law or the final review of tax returns by tax authorities. • Provisions for asset retirement obligations are made for costs incurred in connection with the future dismantling of mobile stations and restoration of property owned by third parties. These provisions are primarily based on estimates of future costs for dismantling and restoration, long-term inflation and discount rate expectations, as well as the timing of the dismantling. See Note 17. • Estimates of expected credit losses on trade receivables are based on judgements relating to customer credit risk and recovery patterns. In determining the allowance, Sunrise considers historical credit loss experience, customer-specific characteristics, prevailing practices in the Swiss market and, where relevant, forward-looking information. A key judgment in this area relates to the determination of the expected loss horizon and the point at which trade receivables are regarded as uncollectable and written off, which requires Sunrise to assess observed payment and recovery patterns over time and to determine when it is no longer reasonable to expect collection. Actual credit losses may differ from these estimates as a result of changes in customer payment behaviour, recovery experience or macroeconomic conditions. For further details, see Note 24. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 221 Sunrise Annual Report 2025 I Financial Statements (5) Segment Reporting For management purposes, Sunrise is organised into business units which reflect the different customer groups to which Sunrise provides its telecommunications products and services, and has the following three operating segments, which are its reportable segments: • Residential Customers • Business Customers & Wholesale • Infrastructure & Support Functions The Board of Directors assumes the role of the Chief Operating Decision Maker ('CODM') and monitors the operating results of the Residential Customers, Business Customers & Wholesale and Infrastructure & Support Functions segments separately for the purpose of making decisions about resource allocation and performance assessment. Each of these segments engages in its particular business activity which is described below: • Residential Customers: Provides fixed-line and mobile services to residential end customers as well as sales of handsets. Sunrise focuses on selling its products in the Swiss telecommunications market by marketing bundled offers in fixed/Internet, mobile and IPTV. • Business Customers & Wholesale: Provides a full range of products and services, from fixed-line and mobile communications to Internet and data services as well as integration services to various business areas: small office and home office, small and medium-size managed enterprises and large corporate clients. The wholesale product portfolio covers voice, data, Internet and infrastructure services such as carrier and roaming services, which are marketed to business customers. • Infrastructure & Support Functions: Activities comprise support units such as network, IT and operations (customer care) as well as staff functions like finance, human resources and strategy. Performance is measured based on Adjusted EBITDAaL as included in the internal financial reports reviewed by the CODM. This is considered an adequate measure of the operating performance of the segments reported to the CODM for the purposes of resource allocation and performance assessment. Assets and liabilities are not allocated to operating segments in the management reports reviewed by the CODM, as the review focuses on adjusted EBITDAaL. Sunrise finance income, finance expenses and income tax expenses are reviewed on a total level, and are therefore not allocated to operating segments. As Sunrise mainly operates in Switzerland, no geographical information is further presented. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 222 Sunrise Annual Report 2025 I Financial Statements Segment information: Year ended 31 December 2025 CHF in millions Residential Customers Business Customers & Wholesale Infrastructure & Support Functions Total Total revenue 2,107.2 859.0 17.2 2,983.4 Direct costs (508.2) (305.9) (17.1) (831.2) Indirect costs1 (392.1) (114.2) (447.9) (954.2) Lease expense2 (50.7) (12.7) (127.7) (191.1) Adj. EBITDA after lease expense (EBITDAaL) 1,156.2 426.2 (575.5) 1,006.9 Depreciation and amortisation of property, plant and equipment and intangible assets (936.4) Share-based compensation (49.0) Restructuring & other 13.5 Finance income/(expense)3 (163.4) Income tax benefit 19.9 Net (loss) (108.5) Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 223 Sunrise Annual Report 2025 I Financial Statements 1 Excludes expenses for share-based compensation, restructuring and other. 2 Contains depreciation and interest expenses for lease arrangements under IFRS 16. Excludes expenses for short-term leases, which are reported in line «Indirect costs». 3 Excludes interest expenses for leases, which are included in line «Lease expense». Year ended 31 December 2024 CHF in millions Residential Customers Business Customers & Wholesale Infrastructure & Support Functions Total Total revenue 2,173.1 830.3 14.6 3,018.0 Direct costs (515.2) (299.5) (15.4) (830.1) Indirect costs1 (401.5) (115.8) (449.1) (966.4) Lease expense2 (52.0) (13.5) (133.9) (199.4) Adj. EBITDA after lease expense (EBITDAaL) 1,204.4 401.5 (583.8) 1,022.1 Depreciation and amortisation of property, plant and equipment and intangible assets (917.9) Share-based compensation (19.1) Restructuring & other (49.9) Finance income/(expense)3 (413.8) Income tax benefit 16.7 Net (loss) (361.9) Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 224 Sunrise Annual Report 2025 I Financial Statements 1 Excludes expenses for share-based compensation, restructuring and other. 2 Contains depreciation and interest expenses for lease arrangements under IFRS 16. Excludes expenses for short-term leases, which are reported in line «indirect costs». 3 Excludes interest expenses for leases, which are included in line «Lease expense».


 
Year ended 31 December 2023 CHF in millions Residential Customers Business Customers & Wholesale Infrastructure & Support Functions Total Total revenue 2,247.1 776.6 11.5 3,035.2 Direct costs (537.6) (271.0) (26.0) (834.6) Indirect costs1 (417.5) (115.4) (428.2) (961.1) Lease expense2 (51.0) (11.2) (133.7) (195.9) Adj. EBITDA after lease expense (EBITDAaL) 1,241.0 379.0 (576.4) 1,043.6 Depreciation and amortisation of property, plant and equipment and intangible assets (992.1) Share-based compensation (22.5) Restructuring & other (86.1) Finance income/(expense)3 (315.0) Income tax benefit 59.9 Net (loss) (312.2) Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 225 Sunrise Annual Report 2025 I Financial Statements 1 Excludes expenses for share-based compensation, restructuring and other. 2 Contains depreciation and interest expenses for lease arrangements under IFRS 16. Excludes expenses for short-term leases, which are reported in line «Indirect costs». 3 Excludes interest expenses for leases, which are included in line «Lease expense». (6) Revenue from Contracts and Customers Revenue by major category and reportable segment is set forth below: Year ended 31 December 2025 CHF in millions Residential Customers Business Customers & Wholesale Infrastructure & Support Functions Total Fixed: 974.0 505.9 — 1,479.9 Subscription 933.6 307.0 — 1,240.6 Non-subscription and hardware 40.4 198.9 — 239.3 Mobile: 1,027.9 347.1 — 1,375.0 Subscription 821.9 267.9 — 1,089.8 Non-subscription and hardware 206.0 79.2 — 285.2 Other: 105.3 6.0 17.2 128.5 Total 2,107.2 859.0 17.2 2,983.4 Year ended 31 December 20244 Residential Customers Business Customers & Wholesale Infrastructure & Support Functions Total Fixed: 1,047.4 483.1 — 1,530.5 Subscription 1,003.3 295.8 — 1,299.1 Non-subscription and hardware 44.1 187.3 — 231.4 Mobile: 1,033.0 344.5 — 1,377.5 Subscription 824.6 264.4 — 1,089.0 Non-subscription and hardware 208.4 80.1 — 288.5 Other: 92.7 2.7 14.6 110.0 Total 2,173.1 830.3 14.6 3,018.0 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 226 Sunrise Annual Report 2025 I Financial Statements 4 Reclassified to conform with 2025 presentation of product hierarchies (see details below). Year ended 31 December 20235 CHF in millions Residential Customers Business Customers & Wholesale Infrastructure & Support Functions Total Fixed: 1,107.4 437.9 — 1,545.3 Subscription 1,059.2 276.2 — 1,335.4 Non-subscription and hardware 48.2 161.7 — 209.9 Mobile: 1,045.2 336.5 — 1,381.7 Subscription 843.0 254.3 — 1,097.3 Non-subscription and hardware 202.2 82.2 — 284.4 Other: 94.5 2.2 11.5 108.2 Total 2,247.1 776.6 11.5 3,035.2 Subscription revenue Sunrise recognises service revenue from mobile and fixed services over the contractual period. Installation or activation fees related to the services provided are deferred as contract liabilities and recognised over the contractual period. Revenue from the sale of prepaid services is deferred and recognised at the time of use. Discounts that can be allocated to service revenues are evenly distributed over the minimum contract binding period. Mobile subscriptions have no contract term beyond a 60-day notice period, whereas residential services require a minimum contract duration of 12 months. For contracts combined with a promotion, the typical minimum contract term is 24 months. For B2B service contracts, the contract term is typically between one and five years. Non-subscription and hardware Non-subscription revenues include mainly revenue from hardware sales, which are recognised at point-in-time upon delivery. Revenue from carrier and roaming services offered to medium-size and large enterprises and from fixed-line and mobile services on a wholesale basis to other operators are recognised over the contractual period. Other Revenue from sales of build-to-suit network sites is recognised at point-in-time when the sites are available for use and legal ownership is transferred. Net collectible fees earned from early termination of contracts are recognised when collected. Other revenue further includes revenue from subleases and is recognised over time. Contract assets Contract assets primarily relate to Sunrise rights to consideration for hardware sold within a bundle arrangement but not yet billed. The following table provides information about contract assets and contract liabilities from contracts with customers. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 227 Sunrise Annual Report 2025 I Financial Statements 5 Reclassified to conform with 2025 presentation of product hierarchies (see details below). 31 December CHF in millions 2025 2024 2023 Contract assets 9.9 27.8 31.7 The following table includes revenue from contracts with an original duration of more than one year which is expected to be recognised in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the reporting date. Year ended 31 December CHF in millions 2026 2027 2028 Telecommunications services (mobile and fixed) 47.7 34.2 19.9 Sunrise makes use of the practical expedients in IFRS 15, according to which unsatisfied performance obligations under contracts with an expected original term of no more than one year and revenues recognised in accordance with the billed amounts are exempt from the disclosure requirement. Contract liabilities Contract liabilities primarily relate to deferred revenue including broadband cable services and subscription fees, as well as activation fees for which revenue is recognised over the term of the service contract. 31 December CHF in millions 2025 2024 2023 Contract liabilities to residential customers 38.8 46.1 43.1 Contract liabilities to business customers 30.6 28.0 36.3 Contract liabilities to other telecommunications services 0.1 0.8 0.5 Total 69.5 74.9 79.8 Thereof current portion of contract liabilities 66.2 71.3 66.7 Thereof non-current portion of contract liabilities 3.3 3.5 13.1 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 228 Sunrise Annual Report 2025 I Financial Statements


 
Contract costs According to IFRS 15, commission fees directly attributable to a contract are capitalised and recognised as expenses over the estimated contract duration. This means that capitalised commission fees are amortised when the related revenues are recognised. The capitalised costs are amortised in other operating expenses or personnel expenses, depending on whether the costs are paid to external retailers or own employees. CHF in millions 2025 2024 2023 Balance as of 1 January 80.4 69.3 62.5 Additional capitalised contract cost 81.5 88.1 71.6 Amortised contract cost (79.5) (77.0) (64.8) Balance as of 31 December 82.4 80.4 69.3 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 229 Sunrise Annual Report 2025 I Financial Statements Changes in product hierarchy As of Q1 2025, there have been adjustments in the product hierarchies within the residential customer segment and within the business and wholesale customer segment. This change reflects a refinement of the product hierarchies based on the ways in which management analyses and steers the business. Consequently, the 2024 and 2023 amounts shown in the tables above include the following reclassifications within the segments: Year ended 31 December 2024 CHF in millions Residential Customers Segment Business Customers and Wholesale Segment Fixed revenue: 45.6 0.1 Subscription 15.5 2.4 Non-subscription and hardware 30.1 (2.3) Mobile revenue: (8.1) 0.6 Subscription (8.9) (1.8) Non-subscription and hardware 0.8 2.4 Other (37.5) (0.7) Total revenue — — Year ended 31 December 2023 CHF in millions Residential Customers Segment Business Customers and Wholesale Segment Fixed revenue: 45.7 0.5 Subscription 16.1 2.8 Non-subscription and hardware 29.6 (2.3) Mobile revenue: (7.1) 0.3 Subscription (9.9) (0.4) Non-subscription and hardware 2.8 0.7 Other (38.6) (0.8) Total revenue — — Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 230 Sunrise Annual Report 2025 I Financial Statements (7) Other Operating Income and Expenses Year ended 31 December CHF in millions 2025 20246 2023⁶ Marketing & commissions (185.7) (188.7) (195.4) Network related costs (117.2) (146.1) (150.5) Professional services (69.5) (84.0) (111.6) Facility & energy (64.2) (64.6) (54.4) IT expenses (80.2) (99.2) (78.8) Administration (39.8) (39.7) (39.5) Call centre services (42.0) (40.8) (47.0) Allowance for receivables (19.9) (30.8) (15.6) Other expenses (4.6) (2.5) (66.1) Total other operating expenses (623.1) (696.4) (758.8) Capitalised labour as non-current assets 63.3 63.0 68.3 Other income — 5.1 37.4 Total other operating income and capitalised labour 63.3 68.1 105.7 Other operating expenses Year ended 31 December 2025 compared to year ended 31 December 2024 In 2025, expenditures for network- related costs decreased by CHF 28.9 million and IT expenses decreased CHF 19.0 million compared to 2024, primarily due to a transfer pricing agreement with the relevant tax authorities covering shared technology platform charges. The agreement establishes a mutually accepted cost amortisation for the covered period. Expenditures for professional services decreased by CHF 14.5 million in 2025 compared to 2024, primarily due to lower cost from updated agreements post spin-off. Year ended 31 December 2024 compared to year ended 31 December 2023 In 2024, expenditures for professional services experienced a reduction amounting to CHF 27.6 million in comparison to the preceding year. This decline was primarily due to lower cost from updated agreements post spin-off. Furthermore, IT expenses increased by CHF 20.4 million primarily due to higher project spend related to a large customer onboarding in 2024 and higher overall project spend. In 2023, the category «Other» included a CHF 29.1 million ice-hockey distribution-rights penalty issued by the Competition Commission as well as CHF 28.5 million expenses related to restructuring. The categories disclosed for other operating expenses do not include expenses that were included in other financial-statement line items (such as personnel expenses or depreciation). Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 231 Sunrise Annual Report 2025 I Financial Statements 6 Reclassified to conform with 2025 presentation of OPEX hierarchy (details on next page). Changes in other operating expenses hierarchy As of Q4 2025, there have been adjustments in the other operating expenses hierarchy. This change reflects a refinement of the other operating expenses hierarchy based on the ways in which management analyses and steers the business. Consequently, the 2024 and 2023 amounts shown in the table above include the following reclassifications: Year ended 31 December CHF in millions 2024 2023 Marketing & commissions 0.1 (0.2) Network related costs 24.5 16.9 Professional services 21.7 18.6 Facility & energy 1.9 0.7 IT expenses (41.6) (29.4) Administration (5.0) (0.1) Call centre services (6.1) (7.8) Allowance for receivables 4.5 1.3 Other expenses — — Total other operating expenses — — (8) Personnel Expenses Year ended 31 December CHF in millions 2025 2024 2023 Wages, salaries and social security charges 354.8 363.9 384.2 Pension costs 26.1 24.0 10.0 Share-based compensation 49.0 19.1 22.5 Total 429.9 407.0 416.7 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 232 Sunrise Annual Report 2025 I Financial Statements


 
(9) Key Management Personnel Compensation Key management personnel comprise the members of the Executive Committee and the members of the Board of Directors. Their compensation is as follows: Remuneration of the Executive Leadership Team and Board of Directors Year ended 31 December CHF in millions 2025 2024 2023 Wages, salaries and social security charges 10.7 8.4 6.2 Pension costs 1.0 0.8 0.8 Share-based compensation 18.3 6.6 6.9 Termination benefits — 0.7 2.5 Total 30.0 16.5 16.4 (10) Employee Benefit Obligations Sunrise provides retirement benefits to its employees as required by Swiss law by means of a pension fund that is a separate legal entity. The Sunrise Pension Fund is a separate, semi- autonomous foundation governed by the Occupational Pensions and Foundations Office of the Canton of Zurich. Disability and death risks are reinsured by Zurich Insurance. The fixed assets of the Sunrise Pension Fund are managed by UBS Asset Management in Zurich in accordance with organisational guidelines and investment regulations. The Board of Trustees consists of an equal number of employer and employee representatives and is responsible for managing the Foundation in accordance with Swiss law. Per the Occupational Pensions Act, a temporary funding shortfall is permitted. The Board of Trustees must take appropriate measures to resolve the shortfall within a reasonable timeframe. If those measures do not lead to the desired results, the Pension Fund may temporarily charge remedial contributions to employers, insured persons and pensioners. The employer contribution must at least equal the aggregate contributions levied from the insured persons. The pension fund operates a pension plan for all staff, which qualifies as a defined benefit plan under IAS 19. Future pension benefits are based primarily on years of credited service and on contributions made by the employee and employer over the service period, which vary according to age as a percentage of insured salary. The rate of annual interest credited to employee accounts on the balance representing the minimum amount required under pension law is defined by the Swiss government. In addition, the conversion factor used to convert the accumulated capital upon retirement into an annual pension is also defined by the Swiss government. In the case of overfunding, it may be possible to a limited extent to reduce the level of contributions from both employer and employee. Distribution of excess funds from the pension fund to Sunrise is not possible. These defined benefit plans expose Sunrise to actuarial risks, such as currency risk, interest rate risk and market (investment) risk. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 233 Sunrise Annual Report 2025 I Financial Statements Pension (income) costs resulting from defined benefit plans Year ended 31 December CHF in millions 2025 2024 2023 Current service costs excluding interest costs 21.0 19.5 16.9 Net interest costs on defined benefit obligation and service costs 0.2 0.4 0.3 Past service costs/(income) 0.1 (2.1) (13.5) Administration costs 0.9 1.7 0.6 Termination benefits 0.8 0.2 0.2 Total 23.0 19.7 4.5 Assets and obligations 31 December CHF in millions 2025 2024 Fair value of plan assets 876.0 851.4 Defined benefit obligation (832.2) (859.8) Asset ceiling (45.6) — Total (1.8) (8.4) Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 234 Sunrise Annual Report 2025 I Financial Statements Movement in other comprehensive income 31 December CHF in millions 2025 2024 2023 Actuarial (gain)/loss due to Demographic assumptions — — (0.1) Financial assumptions (21.1) 15.5 81.0 Experience adjustments 9.1 39.9 5.6 Actuarial (gain)/loss during period (12.0) 55.4 86.5 Return on defined benefit plan assets (greater)/less than net interest recognised (36.5) (48.4) (18.8) Impact of changes in asset ceiling 45.6 — (37.3) Remeasurement effects recognised in OCI (2.8) 7.0 30.4 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 235 Sunrise Annual Report 2025 I Financial Statements Movement in defined benefit obligations CHF in millions 2025 2024 Balance as of 1 January 859.9 802.1 Included in the consolidated statements of income or loss Current service costs 21.0 19.5 Past service costs/(income) 0.1 (2.1) Interest costs on defined benefit obligation 8.0 10.5 Administration costs and termination benefits 1.8 1.9 Settlements — — Included in consolidated statements of other comprehensive income Actuarial (gain)/loss arising from: Demographic assumptions — — Financial assumptions (21.1) 15.5 Experience adjustment 9.1 39.9 Other Employee contributions 19.8 20.1 Benefits paid/transferred (66.3) (47.5) Total defined benefit obligations as of 31 December 832.3 859.9 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 236 Sunrise Annual Report 2025 I Financial Statements


 
Movement in fair value of plan assets CHF in millions 2025 2024 Balance as of 1 January 851.4 793.7 Included in the consolidated statements of income or loss Interest income 7.8 10.1 Settlements — — Included in consolidated statements of other comprehensive income Return on plan assets excluding interest income 36.5 48.4 Other Employer contributions 26.9 26.6 Employee contributions 19.8 20.1 Benefits paid (66.3) (47.5) Total fair value of plan assets as of 31 December 876.0 851.4 Asset allocation of plan assets 31 December 2025 2024 CHF in millions Quoted Unquoted CHF in millions Quoted Unquoted Cash and cash equivalents 5.3 —% 0.6% 12.1 —% 1.4% Equity securities 323.1 36.9% —% 301.6 35.4% —% Debt securities 305.2 34.8% —% 305.8 35.9% —% Real estate 165.2 —% 18.9% 168.5 1.5% 18.3% Other 77.2 —% 8.8% 63.4 —% 7.4% Total 876.0 71.7% 28.3% 851.4 72.8% 27.2% Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 237 Sunrise Annual Report 2025 I Financial Statements Plan assets do not include any property used by Sunrise companies. Furthermore, the defined benefit plans do not hold any shares of Sunrise or its subsidiaries. Periodically, an asset-liability matching study is performed by the pension fund’s asset manager, in which the consequences of the strategic investment policies are analysed (the latest study was conducted in 2025). The strategic investment policy of the pension fund can be summarised as follows: a strategic asset mix comprising 21% to 47% equity securities, 20% to 56% bonds, 12% to 38% real estate, 0% to 4% cash in banks and 0% to 7% other investments. Principal actuarial assumptions 31 December 2025 2024 Discount rate 1.20% 0.95% Interest crediting rate 1.60% 1.25% Future salary increases 1.50% 1.60% Mortality rates BVG/LPP 2020 BVG/LPP 2020 As of 31 December 2025, the weighted average duration of the defined benefit obligation was 12.8 years (2024: 12.6 years). For 2026, the Sunrise projected contributions to its pension funds total CHF 23.3 million. Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below. As of the census date, 30 September 2025, 2,734 (30 September 2024: 2,799) active participants and 409 (30 September 2024: 411) participants receiving benefits were enrolled in the pension scheme. Sensitivity analysis 2025 CHF in millions Increase to Decrease to Discount rate (0.5% movement) 781.9 887.1 Future salary increases (1.0% movement) 842.9 822.2 Interest crediting rate (0.5% movement) 842.3 820.5 Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown. Sunrise offers a defined contribution plan for employees having an annual salary in excess of CHF 136,080 with an external provider. In 2025, the expenses for the defined contribution plan amount to CHF 5.1 million (2024: CHF 6.6 million). Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 238 Sunrise Annual Report 2025 I Financial Statements (11) Share-Based Compensation In connection with the spin-off, the Liberty Global Compensation Committee adjusted the outstanding equity awards granted under the Liberty Global Long-Term Incentive Plan 2024 (Performance Incentive Plan) and converted the majority of the awards into Sunrise equity instruments, thereby ensuring alignment with the strategic priorities of Sunrise and its shareholders. For awards granted before 2024, no conversion to Sunrise equity instruments was made. For the latter awards, Sunrise needs to compensate LG. The amounts are disclosed in the table below in the line «Other». Furthermore, Sunrise delivers Sunrise RSU to holders of LG RSU awards to compensate them for the diluting effect of the spin-off (see Note 21). In addition, the members of the Executive Committee and certain other employees have received an Initial Award in the form of equity-based instruments to align their interests with those of the shareholders and to support long-term value creation. Upon vesting of the awards, the respective shares are either created out of the conditional share capital or distributed from treasury shares. The Initial Award contains RSUs, PSUs, and Shares. The awards related to this plan were granted on either 6 December 2024 or 30 December 2024. The Long-Term Incentive Plan ('LTIP') 2024 contains Restricted Share Units ('RSUs'), Performance Share Units ('PSUs') and Share Appreciation Rights ('SARs'). The awards related to this plan were granted on either 25 March 2024 or 2 August 2024. The LTIP 2025 contains Restricted Share Units ('RSUs') and Performance Share Units ('PSUs'). The awards related to this plan were granted on either 1 April 2025 or 1 September 2025. The following share-based compensation related expenses have been recognised in the statements of income or loss: CHF in millions 31 December 2025 31 December 2024 Non-performance based incentive awards 13.0 4.9 Performance-based incentive awards 7.7 1.2 Shares 4.9 0.8 Shareholding Incentive Plan (SHIP)1 4.3 2.3 Employee Share Purchase Plan (ESPP)2 16.5 — Other 2.6 9.9 Total share-based payments costs 49.0 19.1 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 239 Sunrise Annual Report 2025 I Financial Statements 1 Certain employees can elect to receive up to 100% of the earned bonus in shares with a 12.5% premium in Restricted Share Units, subject to a one-year vesting period if the shares are held for that duration. 2 Sunrise rolled out an Employee Share Purchase Plan (ESPP) in 2025 for all Sunrise employees (excluding the senior leaders and the Executive Committee). General award information The award types granted are RSUs, PSUs, SARs and Shares. RSUs grant the right to receive shares on specified future vesting dates, subject to continued employment with Sunrise. The RSUs vest in equal yearly instalments over the course of the total vesting period. PSUs grant the right to receive shares on specified future vesting dates, subject to both a service condition and a performance condition. The vesting of the award depends on the service condition, while the number of shares being awarded per PSU depends on the achievement of the performance condition. For the PSUs of the LTIP 2024 and 2025, the performance condition depends on the Relative Total Shareholder Return (rTSR) and the Cumulative Absolute Adjusted Free Cash Flow (FCF). The performance condition entitles the holder to between 0 and 1.85 shares per PSU. For the Initial Award PSUs, the performance criterion is the Implied Total Shareholder Return (TSR) based on achieved Internal Rate of Return (IRR) Performance %. The performance condition entitles the holder to between 0 and 1.5 shares per PSU. The PSUs vest in one instalment after the total vesting period. SARs give the participant the right to receive the value3 of any increase in the share price over the base price of the grant date less withholding tax on the day the SAR is exercised. The SARs can be exercised at any time after vesting, until the expiration date. The SARs expire at the close of business on the tenth anniversary of the applicable grant date and vest in equal yearly instalments over the course of the total vesting period. Shares are awards in the form of shares that are transferred to the participant at grant date. The following table provides an overview of Sunrise’s LTI awards: Grant date FV at grant date Non-performance based incentive awards LTI 2024 RSU 25/3/2024 34.07 LTI 2024 SAR 25/3/2024 9.66 LTI 2024 RSU 2/8/2024 36.59 LTI 2024 SAR 2/8/2024 10.45 Initial Award RSU 6/12/2024 41.55 Initial Award RSU 30/12/2024 39.32 LTI 2025 RSU 1/4/2025 42.70 LTI 2025 RSU 1/9/2025 50.20 Performance-based incentive awards LTI 2024 PSU 25/3/2024 50.01 LTI 2024 PSU 2/8/2024 44.65 Initial Award PSU 6/12/2024 42.09 Initial Award PSU 30/12/2024 42.09 LTI 2025 PSU 1/4/2025 51.27 LTI 2025 PSU 1/9/2025 62.47 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 240 Sunrise Annual Report 2025 I Financial Statements 3 Sunrise has the intent to settle these awards in shares.


 
Fair value The LTIP 2024 was converted into a plan with underlying Sunrise shares using an adjustment factor. This was applied with the aim of ensuring that the fair value ('FV') of this plan as a whole did not significantly change. For the PSUs, the performance condition was modified to reflect the performance of Sunrise rather than LG. The modifications were made with the aim of leaving the total FV unchanged. The FV of the RSUs and Shares of the Initial Award is equal to the closing price of Sunrise Communications AG on the SIX Swiss Exchange on the respective grant date. The FV of the PSUs was based on a Monte Carlo model with one million simulations. For the LTIP 2024, the FV of the PSUs was based on an assumed share price volatility of 24.70%, an entry price of CHF 40.61 and a risk-free rate of 1.01%. For the LTIP 2025 granted in April, the FV of the PSUs was based on an assumed share price volatility of 23.97%, an entry price of CHF 42.70, and a risk-free rate of 1.07%. For the LTIP 2025 granted in September, the FV of the PSUs was based on an assumed share price volatility of 24.28%, an entry price of CHF 49.14 and a risk-free rate of (0.11)%. 2025 2024 Number of units PSUs RSUs SARs Shares Total PSUs RSUs SARs Shares Total Balance 1 January 421,608 399,399 461,244 — 1,282,251 — — — — — Granted 278,930 136,589 — — 415,519 421,608 408,262 471,729 99,186 1,400,785 Settled (1,018) (126,251) (79,474) — (206,743) — — — (99,186) (99,186) Forfeited (8,984) (20,174) (21,238) — (50,396) — (8,863) (10,485) — (19,348) Balance 31 December 690,536 389,563 360,532 — 1,440,631 421,608 399,399 461,244 — 1,282,251 2025 2024 Number of SARs Units Weighted Average Strike Price (CHF) Number of SARs Units Weighted Average Strike Price (CHF) Balance 1 January 461,244 33.88 — — Granted — — 471,729 33.88 Settled (79,474) 33.74 — — Forfeited (21,238) 33.57 (10,485) 33.57 Balance 31 December 360,532 33.93 461,244 33.88 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 241 Sunrise Annual Report 2025 I Financial Statements (12) Other Operating Assets and Liabilities The details of other current and non-current assets of Sunrise and other current and non-current liabilities are set forth below: 31 December 31 December CHF in millions 2025 2024 Other assets - current: Third party receivables 37.9 63.4 Prepayments 83.9 60.8 Contract assets 5.0 14.6 Contract costs 64.5 61.1 Inventories 51.9 58.5 Other 27.4 1.5 Total 270.6 259.9 Other assets - non-current: Trade receivables 35.5 34.3 Prepayments 43.2 82.1 Contract assets 4.9 13.2 Contract costs 18.0 19.2 Other 0.6 11.6 Total 102.2 160.4 Other liabilities - current: Accrued other liabilities 252.7 261.0 Accrued capital expenditures 59.2 63.5 Accrued payroll and employee benefits 44.4 68.3 Deferred revenue 66.2 71.3 Other 34.4 32.9 Total 456.9 497.0 Other liabilities - non-current: Other 230.6 48.2 Total 230.6 48.2 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 242 Sunrise Annual Report 2025 I Financial Statements Inventories Write-downs of inventories to the net realisable value totalled CHF 2.1 million at 31 December 2025 (2024: CHF 0.7 million). The value of inventories recognised as an expense in direct costs and other operating expenses totalled CHF 226.5 million (2024: CHF 226.1 million). No inventories were expected to be sold after more than one year. Other liabilities – non-current and current The broadcasting rights agreement with National League AG executed in August 2025 resulted in a corresponding increase in other liabilities of CHF 216.0 million, reflecting the deferred payment structure of the contract. For more details please see Note 15 Intangible Assets. As of 31 December 2025, non-current liabilities increased by CHF 182.4 million and current liabilities decreased by CHF 40.1 million. 13) Leasing Sunrise leased assets include telecommunications installations like mobile sites and transmission equipment such as leased lines, shops and offices as well as vehicles. Information about leases for which Sunrise is a lessee is presented below. Right-of-use assets Year ended 31 December CHF in millions 2025 2024 Network 1,199.0 1,091.4 Land, buildings and other 168.9 171.1 Total RoU assets 1,367.9 1,262.5 At 31 December 2025 the weighted average discount rate was 5.0% (2024: 5.5%). During 2025, Sunrise recorded additions in RoU assets associated with leases of CHF 151.7 million (2024: CHF 126.30 million). Additionally, balance-sheet adjustments of CHF 63.8 million were recorded, mainly driven by revised assumptions regarding the exercise of lease extension options during the budget forecast period for evergreen network leases. Sunrise makes extensive use of evergreen contracts, as they provide flexibility in network planning in response to the rapidly evolving telecommunications technology landscape. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 243 Sunrise Annual Report 2025 I Financial Statements Lease expenses Year ended 31 December CHF in millions 2025 2024 2023 Depreciation and amortisation Network 94.0 101.4 99.3 Land, buildings and other 35.9 28.3 28.7 Total depreciation and amortisation 129.9 129.7 128.0 Interest expense 61.3 69.8 67.9 Short-term lease expense 3.1 2.4 3.2 Total lease expense 194.3 201.9 199.1 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 244 Sunrise Annual Report 2025 I Financial Statements


 
Lease liabilities Maturities of Sunrise lease liabilities are presented below: Year ended 31 December CHF in millions 2025 2024 Within 1 year 181.4 164.1 Between 1 and 2 years 178.3 152.0 Between 2 and 3 years 151.6 148.8 Between 3 and 4 years 144.9 141.3 Between 4 and 5 years 139.3 135.2 After 5 years 863.9 925.7 Total payments 1,659.4 1,667.1 Less: present value discount (382.2) (447.8) Present value of lease payments 1,277.2 1,219.3 Current portion 181.4 164.1 Non-current portion 1,095.8 1,055.2 Cash flows from leases Year ended 31 December CHF in millions 2025 2024 Principal payments 121.0 114.4 Interest payments 61.3 61.0 Payments for short-term leases 3.1 2.4 Total payments 185.4 177.8 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 245 Sunrise Annual Report 2025 I Financial Statements (14) Property, Plant and Equipment CHF in millions4 Network Customer Premises Equipment Support Capital and Leasehold Improvement Land and Buildings Assets Under Construction Total Cost: Balance at 31 December 2023 4,722.6 328.7 167.5 30.1 347.5 5,596.4 Additions 291.3 88.9 27.8 — — 408.0 Retirements and disposals (211.9) (101.3) (20.9) (5.3) — (339.4) Reclassifications (274.6) (0.9) 25.8 0.1 173.2 (76.4) Other — — — — (1.0) (1.0) Balance at 31 December 2024 4,527.4 315.4 200.2 25.0 519.7 5,587.6 Additions 289.9 87.4 15.4 2.9 — 395.6 Retirements and disposals (78.5) (13.9) (25.6) (0.7) — (118.7) Reclassifications 124.9 3.5 (0.3) — (184.8) (56.7) Other 0.1 — (0.1) — (0.7) (0.7) Balance at 31 December 2025 4,863.8 392.4 189.6 27.1 334.2 5,807.1 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 246 Sunrise Annual Report 2025 I Financial Statements 4 Reclassified to conform with redefinition of asset categories as described in footnote. CHF in millions5 Network Customer Premises Equipment Support Capital and Leasehold Improvement Land and Buildings Assets Under Construction Total Accumulated depreciation and impairment: Balance at 31 December 2023 (3,037.9) (159.9) (83.3) (19.5) — (3,300.6) Depreciation (269.2) (65.1) (29.8) (3.9) — (368.0) Retirements and disposals 211.4 101.3 21.0 5.3 — 339.0 Reclassifications 68.2 (2.9) 0.2 — — 65.5 Other 15.0 — — — — 15.0 Balance at 31 December 2024 (3,012.5) (126.6) (91.9) (18.2) — (3,249.1) Depreciation (297.6) (58.4) (58.0) (3.6) — (417.6) Retirements and disposals 78.1 12.8 25.6 0.6 — 117.1 Reclassifications (26.8) 4.5 (3.5) — — (25.8) Other — — — — — — Balance at 31 December 2025 (3,258.8) (167.7) (127.8) (21.2) — (3,575.5) CHF in millions Network Customer Premises Equipment Support Capital and Leasehold Improvement Land and Buildings Assets Under Construction Total Property and equipment, net: Net carrying amount at 31 December 2024 1,514.9 188.8 108.3 6.8 519.7 2,338.5 Net carrying amount at 31 December 2025 1,605.0 224.7 61.8 5.9 334.2 2,231.6 The capitalisation process recognises all additions to PP&E as “Additions” to Assets Under Depreciation (Network, Customer Premises Equipment, and Land Buildings, and other), which are then reclassified simultaneously into Assets Under Construction within “Reclassifications”, as long as construction or implementation of the underlying projects is ongoing. When projects are completed, the related assets are transferred from Assets Under Construction to Assets Under Depreciation as part of the reclassification process. This also results in recurring transfers of software assets from Assets Under Construction within PP&E to Intangible Assets. As a result of this process, the table above reflects negative reclassifications within the asset categories under depreciation. Following the spin-off, Sunrise has redefined its PP&E asset categories to reflect the nature and internal management of assets rather than the legacy structure of its former parent. Comparative information has been reclassified accordingly. These changes enhance transparency and relevance of the information presented. Consequently, the 2024 and 2023 net carrying amounts shown in the tables above include the following reclassifications between the newly defined (stated in the columns) and previously reported (stated in the rows) asset categories: Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 247 Sunrise Annual Report 2025 I Financial Statements 5 Reclassified to conform with redefinition of asset categories as described in footnote. CHF in millions Network Customer Premises Equipment Leasehold Improvement and Support Capital Land and Buildings Assets Under Construction Total Balance at 31 December 2023 Distribution systems 681.7 — — — — 681.7 Customer premises equipment 39.5 168.8 — — — 208.3 Support equipment and buildings 963.4 — 84.2 10.6 — 1,058.2 Assets under construction — — — — 347.5 347.5 Total 1,684.6 168.8 84.2 10.6 347.5 2,295.7 CHF in millions Network Customer Premises Equipment Leasehold Improvement and Support Capital Land and Buildings Assets Under Construction Total Balance at 31 December 2024 Distribution systems 427.8 — — — — 427.8 Customer premises equipment 44.0 188.8 — — — 232.8 Support equipment and buildings 1,043.1 — 108.3 6.8 — 1,158.2 Assets under construction — — — — 519.7 519.7 Total 1,514.9 188.8 108.3 6.8 519.7 2,338.5 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 248 Sunrise Annual Report 2025 I Financial Statements


 
(15) Intangible Assets Changes in the carrying amounts of the intangible assets are as follows: CHF in millions Brands and Customers Relationships Licenses and Rights Software Other Intangible Assets Total Cost: 1 January 2024 1,955.8 652.1 635.2 17.2 3,260.3 Additions — 2.0 99.9 — 101.9 Retirements and disposals — (153.5) (32.6) (8.0) (194.1) Reclassifications — — 76.4 — 76.4 Other 1.9 — — 3.6 5.5 31 December 2024 1,957.7 500.6 778.9 12.8 3,250.0 Additions 3.1 218.7 82.4 7.8 312.0 Retirements and disposals — — (22.2) (0.1) (22.3) Reclassifications — — 60.2 — 60.2 Other 0.2 (1.6) 0.6 12.4 11.6 31 December 2025 1,961.0 717.7 899.9 32.9 3,611.5 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 249 Sunrise Annual Report 2025 I Financial Statements CHF in millions Brands and Customers Relationships Licenses and Rights Software Other Intangible Assets Total Accumulated amortisation: 1 January 2024 (1,026.9) (319.5) (375.3) (8.7) (1,730.4) Amortisation (321.7) (69.0) (155.0) (4.2) (549.9) Retirements and disposals — 153.5 32.6 8.0 194.1 Reclassifications — — (65.5) — (65.5) Other — — (13.9) — (13.9) 31 December 2024 (1,348.6) (235.0) (577.1) (4.9) (2,165.6) Amortisation (320.2) (71.6) (122.3) (4.7) (518.8) Retirements and disposals — — 22.2 0.1 22.3 Reclassifications — — — — — Other 0.1 (0.2) (3.5) (11.3) (14.9) 31 December 2025 (1,668.7) (306.8) (680.7) (20.8) (2,677.0) CHF in millions Brands and Customers Relationships Licenses and Rights Software Other Intangible Assets Total Intangible assets subject to amortisation, net: Net carrying amount at 31 December 2024 609.1 265.6 201.8 7.9 1,084.4 Net carrying amount at 31 December 2025 292.3 410.9 219.2 12.1 934.5 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 250 Sunrise Annual Report 2025 I Financial Statements Brands and customer relationships As of 31 December 2025, the most significant intangible assets are the customer base of former Sunrise Communications Group AG with a carrying amount of CHF 261.7 million as well as the Sunrise brand with a carrying amount of CHF 17.0 million. Both assets originated from the acquisition by former UPC GmbH in 2020 (renamed to Sunrise GmbH in 2022). The remaining useful lives are 1 year and 5 years, respectively. Licenses and rights As of 31 December 2025, licenses and rights consist primarily of two spectrum licenses and the broadcasting rights for the Swiss Ice Hockey National League . The frequency usage rights acquired in January 2013 are mostly used for 4G. The carrying amount is CHF 90.4 million with a remaining useful life of 3 years. The frequency usage rights acquired in July 2019 are used for 5G. The carrying amount is CHF 50.7 million with a remaining useful life of 9 years. Sunrise originally acquired the national and international broadcasting rights to National League ice-hockey matches in 2022 under a multi-season licence agreement. In August 2025, Sunrise agreed with National League AG to extend this rights framework through to the 2034/35 season. The extension covers an additional eight-season period and resulted in additions to intangible assets of CHF 216 million during the year, reflecting the consideration for the prolonged licensing rights. Following the extension, Sunrise updated the remaining useful life of the broadcasting-rights asset to a combined ten-year period, accounted for as a prospective change in accounting estimate in accordance with IAS 8. The asset is amortised on a straight-line basis over the revised term. The carrying amount of CHF 264.4 million of the broadcasting-rights intangible asset as at 31 December 2025 reflects both the original 2022 rights and the incremental cost recognised in 2025. Software Software mainly includes licenses and developments for Customer Relationship Management ('CRM') and accounting applications with varying remaining useful lives of less than 5 years. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 251 Sunrise Annual Report 2025 I Financial Statements (16) Goodwill Goodwill allocation For business combinations, goodwill is allocated as of the transaction date to Sunrise cash-generating units ('CGUs'). Sunrise CGUs with allocated goodwill consist of Residential, Business and Wholesale. CHF in millions Residential Business Wholesale Total Cost: 1 January 2024 4,587.1 1,098.3 327.3 6,012.7 Additions from business combinations — — — — 31 December 2024 4,587.1 1,098.3 327.3 6,012.7 Additions from business combinations — — — — 31 December 2025 4,587.1 1,098.3 327.3 6,012.7 CHF in millions Residential Business Wholesale Total Goodwill, net: Net carrying amount at 31 December 2024 4,587.1 1,098.3 327.3 6,012.7 Net carrying amount at 31 December 2025 4,587.1 1,098.3 327.3 6,012.7 Impairment tests for goodwill Goodwill is subject to an annual impairment test conducted as of 30 September of each year. In 2025, there were no other recorded intangible assets with indefinite useful lives (2024: CHF 0). The recoverable amount of all CGUs has been determined based on their value-in-use using a discounted cash flow (DCF) method. The annual impairment test performed as of 30 September 2025 did not result in the recognition of any impairment losses for any of the Group’s CGUs. The key assumptions used are listed below: Key assumptions used in value in use calculations 2025 2024 Long-term growth rate —% —% WACC (pre-tax) 5.1% 5.3% Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 252 Sunrise Annual Report 2025 I Financial Statements


 
The calculation basis for the DCF model is the Sunrise business plan as approved by the Executive Committee. The detailed planning horizon of the business plan covers five years. The free cash flows beyond the five-year planning period were extrapolated using a long- term growth rate. The discount rate is the weighted average cost of capital ('WACC') before tax of Sunrise. Budgeted gross margin and growth rates are based on past performance and management's expectations of market development. Revenue, as a further key assumption, is estimated using detailed revenue models including market dynamics, expectations for pricing and customer churn rates, amongst others. As of the impairment-test date, the recoverable amount for all CGUs was higher than the carrying amount. The annual impairment test for the reporting period did not result in any impairment of recognised goodwill. In accordance with IAS 36.134–136, Sunrise has disclosed the key assumptions and valuation approach used to determine the recoverable amount of the relevant CGUs. IAS 36.134(f) requires a sensitivity analysis only if a reasonably possible change in a key assumption would cause the carrying amount to exceed the recoverable amount. Management reviewed the key assumptions and performed targeted analyses, concluding that no reasonably possible change in any key assumption would result in an impairment. Therefore, the requirement to provide a sensitivity analysis under IAS 36.134(f) does not apply. (17) Provisions CHF in millions Asset Retirement Obligations Restructuring Obligations Other Provisions Total Provisions as of 1 January 2024 64.1 22.9 29.9 116.9 Provisions made during the period 2.1 1.9 — 4.0 Change in present value 2.4 — — 2.4 Provisions used during the period (4.6) (20.1) (29.9) (54.6) Provisions as of 31 December 2024 64.0 4.7 — 68.7 Thereof current — 4.7 — 4.7 Thereof non-current 64.0 — — 64.0 Provisions as of 1 January 2025 64.0 4.7 — 68.7 Provisions made during the period 2.4 8.6 — 11.0 Change in present value 1.3 — — 1.3 Provisions used during the period (0.4) (10.4) — (10.8) Provisions as of 31 December 2025 67.3 2.9 — 70.2 Thereof current — 2.9 — 2.9 Thereof non-current 67.3 — — 67.3 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 253 Sunrise Annual Report 2025 I Financial Statements Provisions for asset retirement obligations relate to the future dismantling of mobile stations and restoration of property owned by third parties. Those leases generally contain provisions that require Sunrise to remove the asset and restore the sites to their original condition at the end of the lease term. The uncertainties relate primarily to the timing of the related cash outflows. The majority of these obligations are not expected to result in cash outflows within a year. Restructuring obligations primarily include the full cost of planned business restructuring programmes. These programmes are expected to be completed within the next 12 months. Other provisions are related to litigation and legal claims. Refer to Note 18 for further details on legal contingencies for Sunrise. (18) Commitments and Contingencies The total contractual and purchase commitments as of 31 December 2025 amounted to CHF 725.5 million (31 December 2024: CHF 886.7 million) for future investments in property, plant and equipment, right-of-use assets and intangible assets. On 8 December 2017, Sunrise GmbH, formerly known as UPC Schweiz GmbH, entered into a mobile virtual network operator ('MVNO') agreement with Swisscom (Schweiz) AG ('Swisscom'), as subsequently amended (the 'Swisscom MVNO'), for the provision of mobile network services to certain of Sunrise GmbH’s end customers. In January 2023, Swisscom filed a formal lawsuit against Sunrise GmbH, asserting that it is in breach of the Swisscom MVNO and claiming approximately CHF 90 million in damages. In April 2024, Sunrise agreed with Swisscom to resolve the matter, the terms of which are not material to us and, as a result, the lawsuit against Sunrise GmbH has been withdrawn. On 5 March 2012, Sunrise GmbH was party to a dispute with Swisscom related to rates for interconnection, unbundled local loop ('ULL'), colocation, rebilling, leased lines and access to duct. On 25 August 2023, Swisscom made a non- prejudicial down payment for the unopposed portion in the amount of CHF 18.8 million (including VAT) of the total recovery. For this part, where the cash payment was received, the gain contingency was concluded as realised and undisputed, respectively. In Q3 2023, a gain contingency in the amount of CHF 17.2 million was recorded in other income. In November 2023, Sunrise recorded a provision of CHF 29.1 million due to an ice-hockey broadcasting rights penalty issued by the Competition Commission. During the 12-month period ended 31 December 2024 Sunrise settled CHF 29.3 million related to this penalty. In addition, Sunrise has significant commitments under (i) derivative instruments and (ii) defined benefit plans and similar agreements, pursuant to which we expect to make payments in future periods. For information regarding derivative instruments, including the net cash paid or received in connection with these instruments, see Note 24. For information regarding the Sunrise defined benefit plan, see Note 10. Sunrise also has commitments pursuant to agreements with, and obligations imposed by, authorities, which may include obligations in certain markets to move aerial cable to underground ducts or to upgrade, rebuild or extend portions of Sunrise broadband communication systems. Such amounts are not fixed or determinable. Sunrise is party to certain pending lawsuits and cases with public authorities and complaint boards. Based on a legal assessment of the possible outcome of each of these lawsuits and cases, management is of the opinion that these will have no significant adverse effect on the Sunrise statement of financial position. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 254 Sunrise Annual Report 2025 I Financial Statements (19) Income Taxes Income tax expense Year ended 31 December CHF in millions 2025 2024 2023 Current income tax expense (18.3) (20.6) (17.3) Current income tax benefit (expense) of prior periods (4.5) (19.2) 1.0 Deferred income tax benefit 42.7 56.5 76.2 Total income tax benefit 19.9 16.7 59.9 Current and deferred income taxes are recognised by each consolidated entity of Sunrise, regardless of who has the legal liability for settlement or recovery of the tax. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 255 Sunrise Annual Report 2025 I Financial Statements Analysis of income taxes The Sunrise tax rate reconciliation is based on the domestic tax rate of the main operating company domiciled in Switzerland, with a reconciling item in respect of the tax rates applied by Sunrise companies in other jurisdictions. This tax rate is used because Sunrise operational activities are mainly carried out in Switzerland and therefore provides the most meaningful information for the user of the consolidated financial statements. The use of the Sunrise weighted average tax rate based on the aggregation of the separate reconciliations of each individual jurisdiction/entity would result in a highly biased and therefore less meaningful expected tax rate due to the volatile results of the Dutch companies. Year ended 31 December CHF in millions 2025 2024 2023 Income (loss) before income taxes (128.4) (378.5) (372.1) Domestic income tax rate 18.3% 18.3% 18.4% Expected income tax benefit /(expense) 23.5 69.4 68.4 Effect of income taxed at differing tax rates (4.2) 5.0 (3.7) Non-deductible items (0.6) (18.4) (9.9) Non-taxable income — — 0.1 Effect of changes in recognition of deferred tax assets (0.6) (0.6) 3.2 Adjustments to deferred tax balances arising from tax rate changes 0.7 — 0.5 Adjustments recognised for current and deferred tax of prior periods 0.8 (40.3) 1.0 Other effects 0.3 1.6 0.3 Total income tax benefit 19.9 16.7 59.9 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 256 Sunrise Annual Report 2025 I Financial Statements


 
Deferred tax assets and liabilities Deferred tax assets and liabilities by origin of the temporary difference: 31 December 2025 CHF in millions Assets Liabilities Intangible assets — 74.2 Property, plant and equipment — 23.5 Unrealised foreign exchange results 5.8 77.0 Derivatives 86.4 0.1 Receivables — 2.2 Right-of-use assets — — Deferred revenue 0.1 16.8 Employee benefit obligations 0.2 — Provisions 1.9 0.3 Lease liabilities — — Other 0.1 0.4 Total 94.5 194.5 Netting of deferred tax assets and liabilities 79.2 (79.2) Reflected in the Consolidated Statements of Financial Position as follows: Deferred tax assets 15.3 — Deferred tax liabilities — 115.4 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 257 Sunrise Annual Report 2025 I Financial Statements 31 December 2024 CHF in millions Assets Liabilities Intangible assets — 135.2 Property, plant and equipment — 34.2 Unrealised foreign exchange results 26.5 — Derivatives — 4.8 Receivables — 3.9 Right-of-use assets 20.4 — Deferred revenue 0.1 20.1 Employee benefit obligations 1.4 — Provisions 8.9 0.3 Lease liabilities — 1.0 Other 0.1 0.4 Tax net operating loss carry forward 0.4 — Total 57.8 199.9 Netting of deferred tax assets and liabilities 34.2 (34.1) Reflected in the Consolidated Statements of Financial Position as follows: Deferred tax assets 23.6 — Deferred tax liabilities — 165.8 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 258 Sunrise Annual Report 2025 I Financial Statements Net change in deferred tax assets and liabilities CHF in millions 2025 2024 2023 Opening balance at the beginning of the period 1 January 142.2 206.7 294.7 Changes recognised in the consolidated statements of income or loss (42.7) (56.6) (76.2) Changes recognised in the consolidated statements of comprehensive income or loss 0.6 (1.2) (5.4) Changes recognised in the consolidated statements of changes in equity — (7.9) (8.9) Change in scope of consolidation/goodwill adjustment — 0.0 3.7 Foreign currency effects — 1.2 (1.2) Closing balance at the end of the period 31 December 100.1 142.2 206.7 The change in the deferred tax position is mainly recognised in the Consolidated Statements of Income or Loss. The changes made via the Consolidated Statements of Comprehensive Income or Loss mainly relate to deferred taxes in connection with IAS 19. The changes directly recorded in equity are based on capital contributions with different accounting recognition under IFRS and tax base; see Note 20. Temporary differences associated with investments Deferred tax liabilities are recognised in respect of investments in subsidiaries, branches and associates, and interest in joint arrangements, except to the extent that Sunrise can control the timing of the reversal of the associated taxable temporary difference, and it is probable that such will not reverse in the foreseeable future. Due to the existing double taxation agreement between Switzerland and the Netherlands, any distributions have no direct tax consequences. Furthermore, dividend income is exempt from direct income taxes in the Netherlands. Therefore, as of 31 December 2025 and 31 December 2024, this exception was not considered to apply to any taxable differences. Unrecognised deferred tax assets on tax loss carryforwards As of 31 December 2025 and 31 December 2024 Sunrise has the following unused tax loss carryforwards for which no deferred tax assets are recognised: 31 December CHF in millions 2025 2024 Due to expire within 1 year — — Due to expire within 2 to 7 years — 16.5 Amount not due to expire — — Total — 16.5 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 259 Sunrise Annual Report 2025 I Financial Statements Unrecognised deferred tax assets on deductible temporary differences In the current and past period there were no deductible temporary differences for which no deferred tax asset has been recognised. Other disclosures OECD Pillar Two Model Rules (Global minimum tax) Sunrise falls under the scope of application of the OECD minimum tax. The global minimum tax regulations provide for payment of an additional tax to account for the difference between the effective Global Anti Base Erosion ('GloBE') tax rate per country and the minimum rate of 15%. Switzerland adopted new legislation introducing the global minimum tax in December 2023 that entered into force on 1 January 2024. Sunrise does not expect the minimum tax to have any impact on its activities in Switzerland, as the effective tax rate is more than 15%. The same applies to the other countries in which Sunrise operates. Sunrise is monitoring developments in the minimum tax regulations and is assessing their impact on Sunrise on an ongoing basis. Sunrise applies the exception to recognising and disclosing information about deferred income tax assets and liabilities in connection with income taxes related to minimum tax, as provided in the amendments to IAS 12 published in May 2023. (20) Equity Ordinary share capital Authorised ordinary share capital consists of 71,276,895 (2024: 69,759,702) authorised Class A Shares with a par value of CHF 0.10, of which 70,108,614 are outstanding as at 31 December 2025 (2024: 68,858,888), and 25,805,386 (2024: 25,977,316) authorised Class B Shares with a par value of CHF 0.01. Treasury shares After the spin-off, Sunrise acquired 1,000,000 Class A common shares for CHF 100,000 from LGl Ltd., with 99,186 of these shares being used to fulfil share-based compensation obligations. In July 2025, Sunrise Communications AG issued 1,500,000 Class A Shares at a nominal value of CHF 0.10 from conditional capital to Sunrise GmbH and they were repurchased by Sunrise Communications AG at nominal value, resulting in no change to total equity other than a reclassification between share capital and treasury shares. Other reserves This caption includes capital contributions from/distributions to related parties, share-based compensation related charges and distributions as well as Sunrise accumulated losses. The capital charges in 2023 include distributions of CHF 50.9 million from a change in a service agreement related to technology and innovation services and a capital contribution of CHF 6.1 million related to the Dutch Sunrise Finco's current tax liability (see Note 19). The residual amount is mainly related to distributions recognised in connection with the exercise or vesting of stock-based compensation incentive awards. The capital charges in 2024 are mainly related to the reorganisation transactions due to the spin-off execution. Sunrise received capital contributions from LG Europe Holding BV of CHF 1,106.2 million. The capital contributions were used for partial repayment of the Sunrise external debt. Further contributions from LG of 25.1 million related to the Dutch Sunrise Finco's current tax liability (see Note 19). The residual amount is mainly related to distributions recognised in connection with the exercise or vesting of stock-based compensation incentive awards. In May 2025 Sunrise distributed a dividend of CHF 3.33 per Class A Share and CHF 0.33 per Class B Share, totalling CHF 240.4 million, that was paid exclusively from reserves from foreign capital contributions. The Board of Directors has proposed a dividend of 3.42 per Class A Share and CHF 0.34 per Class B Share for the year ended 31 December 2025, to be distributed exclusively out of reserves from foreign capital contributions. The proposed dividend and the related amount per share are disclosed in these notes but have not been recognised as a liability at the end of the reporting period, as no present obligation existed at that date. Currency translation reserve The currency translation reserve is used to record cumulative translation differences on the net assets of foreign operations. The cumulative translation differences will be recycled to the Consolidated Statements of Comprehensive Income or Loss upon disposal of the foreign operations. Actuarial gains or losses from defined benefit plans Actuarial gains or losses from defined benefit plans include the pension reserve. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 260 Sunrise Annual Report 2025 I Financial Statements


 
(21) Earnings Per Share The earnings-per-share calculation uses the weighted average number of shares in issue during the year. For the weighted average number of shares outstanding in periods prior to spin-off, the share amount distributed at spin-off net of treasury shares was used. The equity awards granted but not yet vested do not impact the diluted earnings per share, as the effect is anti-dilutive for 2024 and 2025 due to the net loss of Sunrise for the years ended 31 December 2024 and 2025. Year ended 31 December 2025 Class A Class B Allocation of net income (loss) attributable to Sunrise share classes (in CHF million) (108.2) (4.0) Weighted average number of shares outstanding 69,486,095 25,862,650 Adjusted weighted average of shares outstanding 69,486,095 25,862,650 Basic and diluted earnings (loss) per share (in CHF) (1.6) (0.2) Year ended 31 December 2024 Class A Class B Allocation of net income (loss) attributable to Sunrise share classes (in CHF million) (352.7) (13.1) Weighted average number of shares outstanding 69,619,207 25,977,316 Adjusted weighted average of shares outstanding 69,619,207 25,977,316 Basic and diluted earnings (loss) per share (in CHF) (5.1) (0.5) Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 261 Sunrise Annual Report 2025 I Financial Statements The number of shares outstanding is shown in absolute units below, rather than time-weighted units. 2025 2024 Class A Class B Class A Class B Shares Outstanding as of 1 January 68,858,888 25,977,316 69,759,702 25,977,316 Acquisition of treasury shares — — (1,000,000) — Distribution from treasury shares 1,232,533 — 99,186 — Shares transferred between share classes 17,193 (171,930) — — Shares Outstanding as of 31 December 70,108,614 25,805,386 68,858,888 25,977,316 The table below shows all potential ordinary shares, including those equity awards which are excluded from the calculation of the diluted earnings per share due to their anti-dilutive impact. The PSU plans shown below would not be included due to the performance condition not yet being achieved; however, they are displayed below to give a holistic overview of potential dilution in the future. The table below shows absolute units, rather than the 2025 time-weighted units. 2025 2024 PSU plans 690,536 421,608 RSU plans 389,563 399,399 SAR plans6 73,772 63,814 Legacy LG RSU plans 655,081 1,402,510 Potential ordinary shares of Class A 1,808,952 2,287,331 For LG RSU awards granted before the spin-off, holders of Legacy LG RSU plans will receive Sunrise RSUs at the same ratio per RSU as the distribution of Sunrise Class A common shares to LG Class A common shareholders during the spin-off. These are referred to as «True-Up Sunrise RSUs» in the F-4 filing. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 262 Sunrise Annual Report 2025 I Financial Statements 6 Dilutive impact calculated based on closing share price of CHF 42.42 (2024: 39.32 ) as at 31 December. Comparative figure has been adjusted to reflect potential dilutive impact rather than the amount of outstanding SARs. (22) Financial Income and Expenses Year ended 31 December CHF in millions 2025 2024 2023 Finance income: Interest income 3.5 8.1 3.0 Dividend income 0.0 — — Realised and unrealised gains on derivative instruments — 249.6 — Foreign currency transaction gains 420.2 — 568.6 Gains due to changes in fair values of certain investments and debt, net — — 3.1 Other financial income 2.1 — — Total 425.8 257.7 574.7 Finance expenses: Interest expense (313.3) (432.9) (431.1) Realised and unrealised losses on derivative instruments (290.1) — (524.5) Foreign currency transaction losses — (295.2) — Losses on debt modification and extinguishment (29.2) (4.0) (0.1) Losses due to changes in fair values of certain investments and debt, net (21.0) (6.1) — Other financial expense (2.7) (4.4) (1.5) Total (656.3) (742.6) (957.2) Losses due to changes in fair values of certain investments and debt, net includes an impairment loss of CHF 20.2 million on its equity-accounted investment in CH Media TV AG. For details please refer to Note 25 Investments. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 263 Sunrise Annual Report 2025 I Financial Statements (23) Borrowings The CHF equivalents of the components of third-party debt are as follows: 31 December 2025 Principal Amount Weighted Average Interest Rate (%)7 Unused Borrowing Capacity 31 December CHF in millions 2025 2024 Sunrise holding bank facility 6.07% 485.7 1,547.2 2,239.0 Sunrise holding SPE notes 4.60% — 2,143.3 1,468.8 Sunrise holding senior note 3.88% — 268.0 629.3 Vendor financing 1.96% — 387.2 350.0 Total third-party debt before deferred financing costs, discounts, premiums and accrued interest 4.85% 485.7 4,345.7 4,687.1 The following table provides a reconciliation of total third-party debt before deferred financing costs, discounts, premiums and accrued interest to total debt including interest: 31 December 31 December CHF in millions 2025 2024 Total third-party debt before deferred financing costs, discounts, premiums and accrued interest: 4,345.7 4,687.1 Deferred financing costs, discounts and premiums, net (8.5) (10.3) Total carrying amount of third-party debt 4,337.2 4,676.8 Accrued interest on third-party debt 98.5 57.4 Total debt including interest 4,435.7 4,734.2 Current portion of debt 485.7 407.4 Non-current portion of debt 3,950.0 4,326.8 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 264 Sunrise Annual Report 2025 I Financial Statements 7 Represents the weighted average interest rate in effect at 31 December 2025 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin. The interest rates presented represent stated rates and do not include the impact of derivative instruments, deferred financing costs, original issue premiums or discounts and commitment fees. Including the effects of derivative instruments, but excluding the impact of original issue premiums, discounts, deferred financing costs, vendor financing and commitment fees, the weighted average interest rate of Sunrise aggregate third-party variable- and fixed-rate indebtedness was 2.8% (2024: 3.0%) at 31 December 2025. The weighted average interest rate calculation includes principal amounts outstanding associated with all Sunrise secured and unsecured borrowings.


 
Sunrise holding bank facility The Sunrise holding bank facility is the senior secured credit facility of certain consolidated entities of Sunrise. The details of Sunrise borrowings under the Sunrise holding bank facility are summarised in the following tables: Year ended 31 December 2025 Sunrise Holding Bank Facilities Maturity Interest Rate Facility Amount (in Borrowing Currency) Outstanding Principal Amount Unused Borrowing Capacity Carrying Value in millions CHF millions AAA 15 February 2032 Term SOFR + 2.5% $1,950.0 1,547.2 — 1,540.5 Revolving Facility B 31 March 2031 SARON + 2.0% CHF500.0 — 485.7 — Total 1,547.2 485.7 1,540.5 Year ended 31 December 2024 Sunrise Holding Bank Facilities Maturity Interest Rate Facility Amount (in Borrowing Currency) Outstanding Principal Amount Unused Borrowing Capacity Carrying Value in millions CHF millions AT 30 April 2028 Term SOFR + 2.4% $700.0 635.4 — 633.8 AU 30 April 2029 EURIBOR + 2.5% €400 375.8 — 374.7 AX 31 January 2029 Term SOFR + 3.0% $1,044.7 948.3 — 944.0 AY 31 January 2029 EURIBOR + 3.0% €297.6 279.6 — 278.8 Revolving Facility A 31 May 2026 EURIBOR + 2.5% €10 — 9.4 — Revolving Facility B 30 September 2029 EURIBOR + 2.5% €720 — 652.6 — Total 2,239.0 662.0 2,231.2 The Sunrise Holding Revolving Facility provides for maximum borrowing capacity of CHF 500.0 million, including CHF 37.5 million under the related ancillary facility. With the exception of CHF 14.3 million of borrowings under the ancillary facility (which are blocked as financial guarantees), the Sunrise Holding Revolving Facility was undrawn at 31 December 2025. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 265 Sunrise Annual Report 2025 I Financial Statements Financing transactions On 13 February 2025, the Group refinanced USD 1,045 million of Facility AX and partially repaid EUR 177.6 million of Facility AY through the drawdown of a new USD 1,300 million term loan («Facility AAA»). Under the terms of the Additional Facility AAA Accession Agreement to Sunrise Financing Partnership, Facility AAA was issued at 99.75% of par and bears interest at a rate of Term SOFR + 2.50% (the Original Margin) per annum and is due on 15 February 2032. The Original Margin depends on meeting the conditions and targets in the Sunrise Sustainability Report and ESG Certificate. These must be shared with the Facility Agent from the financial year ending 31 December 2026 to 31 December 2031. The proceeds from Facility AAA were applied directly to settle the previous facilities and did not involve the movement of cash through the Group’s bank accounts. Consequently, the transaction's complete effect is not immediately apparent within the statement of cash flows. On 6 May 2025, the Group cancelled the remaining EUR  10  million commitment under its former Revolving Facility A, and on 8 May 2025 it cancelled EUR 33.3 million of commitments under its former Revolving Facility B. On 30 June 2025, the Group amended Revolving Facility B, replacing the prior EUR  720.0  million revolving commitment (maturing September  2029) with a CHF 500 million facility (maturing March 2031), transitioning pricing from EURIBOR + 2.5% to SARON + 2.0%. On 28 May  2025, the Group issued EUR  550.0 million of Senior Secured Notes maturing 15 May  2032 through its subsidiary Sunrise  FinCo  I BV and applied the proceeds in full to refinance its existing Term Loans AU and AY. Under the Notes Subscription Agreement, the Notes were issued at 100% of par, bear interest at a fixed rate of 4.625% per annum payable semi-annually in arrears on 15 January and 15 July, and are listed on The International Stock Exchange. On 9 October 2025, the Group issued EUR 385.0 million of additional 4.625% Senior Secured Notes maturing 15 May 2032 through its subsidiary Sunrise FinCo I BV and applied the proceeds to refinance existing debt, including Term Loan AT and a portion of the USD 5.5% Senior Notes due 2028. Under the Notes Subscription Agreement, the Notes were issued at 100.125% of par, bear interest at a fixed rate of 4.625% per annum payable semi-annually in arrears on 15 January and 15 July, and are listed on The International Stock Exchange. Concurrently, on 9 October 2025, the Group entered into an additional USD 650.0 million term loan under its Term Loan Facility AAA, maturing 15 February 2032, and applied the proceeds to refinance the remaining balance of Term Loan AT. On 13 November 2025, the Group fully redeemed USD 75.0 million of 5.5% Senior Notes due 2028 issued by its subsidiary Sunrise HoldCo IV BV. The redemption was made at par, and the outstanding principal balance of the notes was reduced to zero. Interest accrued at a fixed rate of 5.5% per annum was paid in connection with the redemption. On 10 December 2025, the Group partially repaid EUR 56.8 million of Senior Secured Notes due 2029 issued by its subsidiary UPCB Finance VII Limited. Following the repayment, the outstanding principal balance of the notes was reduced from EUR 374.9 million to EUR 318.1 million. Interest accrued at a fixed rate of 3.625% per annum was paid in connection with the repayment. All outstanding borrowings are classified as non-current as of 31 December 2025. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 266 Sunrise Annual Report 2025 I Financial Statements Year ended 31 December 2025 Outstanding principal amount Sunrise holding SPE notes Maturity Interest Rate Original Issue Amount Borrowing Currency CHF Equivalent Carrying Value CHF in millions 2031 Sunrise holding senior secured notes 15 July 2031 4.88% $1,250.0 $1,230.0 975.9 975.5 UPCB finance VII euro notes 15 June 2029 3.63% €600.0 €318.1 296.3 295.8 Sunrise FinCo I B.V. 4.625% 2032 (€) 15 May 2032 4.63% €935.0 €935.0 871.1 870.0 Total 2,143.3 2,141.3 Year ended 31 December 2024 Outstanding principal amount Sunrise holding SPE notes Maturity Interest Rate Original Issue Amount Borrowing Currency CHF Equivalent Carrying Value CHF in millions 2031 Sunrise holding senior secured notes 15 July 2031 4.88% $1,250.0 $1,230.0 1,116.6 1,115.9 UPCB finance VII euro notes 15 June 2029 3.63% €600.0 €374.9 352.2 351.3 Total 1,468.8 1,467.2 The Sunrise holding SPE notes are non-callable prior to their respective call date (as specified under the applicable indenture). If, however, at any time prior to the applicable call date, all or a portion of the loans under the related Funded Facility are voluntarily prepaid (an 'SPE Early Redemption Event'), then the Sunrise Holding SPE will be required to redeem an aggregate principal amount of its respective Sunrise holding SPE notes equal to the aggregate principal amount of the loans prepaid under the relevant Funded Facility. In general, the redemption price payable will equal 100% of the principal amount of the applicable Sunrise holding SPE notes to be redeemed and a «make-whole» premium, which is the present value of all remaining scheduled interest payments to the applicable call date using the discount rate as of the redemption date plus a premium (as specified in the applicable indenture). Upon the occurrence of an SPE Early Redemption Event on or after the applicable call date, the Sunrise Holding SPE will redeem an aggregate principal amount of its respective Sunrise holding SPE notes equal to the principal amount prepaid under the related Funded Facility at a redemption price (expressed as a percentage of the principal amount) plus accrued and unpaid interest and additional amounts (as specified in the applicable indenture), if any, to the applicable redemption date. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 267 Sunrise Annual Report 2025 I Financial Statements Sunrise holding senior notes Sunrise has issued certain senior notes that rank equally with all of the existing senior debt of such issuer and are senior to all existing subordinated debt of such issuer and which are secured by a pledge over the shares of Sunrise HoldCo IV. In addition, the indentures governing Sunrise senior notes contain customary incurrence-based covenants such as compliance with certain consolidated net leverage ratios, as well as restrictions with regard to the ability to sell certain assets. Also, in the case of a change of control, Sunrise must repurchase the relevant notes at a redemption price of 101%. Covenants are tested on a quarterly basis. The details of the Sunrise holding senior notes are summarised in the following tables: Year ended 31 December 2025 Outstanding principal amount Sunrise holding senior notes Maturity Interest rate Original Issue Amount Borrowing Currency CHF Equivalent Carrying Value CHF in millions 3.875% senior notes 15 June 2029 3.88% €635.0 €287.9 268.0 267.8 Total 268.0 267.8 Year ended 31 December 2024 Outstanding principal amount Sunrise holding senior notes Maturity Interest Rate Original Issue Amount Borrowing Currency CHF Equivalent Carrying Value CHF in millions 3.875% senior notes 15 June 2029 3.88% €635.0 €287.9 270.4 269.9 5.5% senior notes 14 January 2028 5.50% $550.0 $395.3 358.9 358.1 Total 629.3 628.0 Transfers of financial assets – Airtime-receivable securitisation On 30 December 2025, the Group sold trade receivables related to mobile services with a gross carrying amount of CHF 52.8 million (2024: CHF nil) to a third-party financial institution. The receivables were sold at par and derecognised because the Group transferred substantially all credit risk and surrendered control. The Group has no continuing involvement in the transferred receivables as defined in IFRS 7. Cash proceeds of CHF 51.5 million are presented in the statement of cash flows under «Proceeds from sale of trade receivables» within cash flows from operating activities. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 268 Sunrise Annual Report 2025 I Financial Statements


 
(24) Financial Instruments and Risk Financial risk management Sunrise operates a centralised risk management system that distinguishes between strategic and operating risks. The overall risk management programme of Sunrise focuses on the unpredictability of financial market risks and seeks to minimise potential adverse effects on the financial condition or performance of Sunrise. All identified risks are quantified (according to their realisation probability and impact) and noted on a risk schedule. Sunrise is exposed to a variety of financial risks, namely market risk, credit risk and liquidity risk. Financial risk management is governed by policies approved by key management personnel. These policies provide guidelines for overall risk management as well as specific areas such as interest rate risk. Area Risk management approach Liquidity risk Liquidity risk is managed by maintaining adequate cash balances, access to committed borrowing facilities and diversified sources of funding. Liquidity requirements are monitored on an ongoing basis through budgeting, rolling cash-flow forecasts and stress-testing, taking into account restrictions on the transfer of cash within the Group. Capital management The Group’s objective in managing capital is to secure its ongoing financial needs, maintain its ability to continue as a going concern and preserve financial flexibility, while providing returns to shareholders. Capital is monitored through leverage metrics, debt maturity profiles and covenant compliance. Credit risk Credit risk is managed through established credit policies, customer credit assessments and ongoing monitoring of payment behaviour. Exposure is diversified across a broad customer base and financial counterparties, limiting concentrations of credit risk. Foreign currency exposures Substantially all of Sunrise debt is in currencies other than the Swiss franc (see Note 23 for additional information). Therefore, the Sunrise policy is to provide for an economic hedge against foreign currency exchange rate movements by using derivative instruments to synthetically convert unmatched debt into the applicable underlying currency. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 269 Sunrise Annual Report 2025 I Financial Statements 31 December 2025 31 December 2024 CHF in millions EUR USD Other EUR USD Other Trade receivables 4.0 1.1 8.2 8.6 1.8 7.5 Trade payables (19.7) (7.8) (12.1) (21.5) (19.2) (10.3) Sunrise Holding Bank facilities — (1,540.5) — (653.5) (1,577.8) — Sunrise holding SPE notes (1,165.8) (975.5) — (351.3) (1,115.9) — Sunrise holding senior notes (267.8) — — (269.9) (358.1) — Cross currency swaps (117.4) (382.4) — (232.5) (30.5) — FX Forwards 0.1 (0.1) (0.3) (0.3) 0.9 0.2 Interest Rate Options — — — — — — Interest Rate Swaps (7.6) (41.4) — (86.0) (93.5) — Net statement of financial position exposure (1,574.2) (2,946.6) (4.2) (1,606.4) (3,192.3) (2.6) The following table shows the impact of a possible change in the Euro and the US dollar against the Swiss franc, all other variables held constant before the impact of economic hedging against foreign currency exchange rate movements. The impact on Sunrise profit before tax is mainly driven by foreign exchange gains/losses of Euro- and US dollar- denominated cash and cash equivalents, trade and other receivables as well as trade, borrowing and other payables. As of 31 December 2025 and 31 December 2024, Sunrise has no other material exposure to foreign currencies. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 270 Sunrise Annual Report 2025 I Financial Statements Foreign currency sensitivity 31 December Effect on profit before tax CHF in millions Changes in % 2025 2024 EUR/CHF 10 160.1 177.4 USD/CHF 10 278.6 380.4 Interest rate risk Sunrise is exposed to changes in interest rates primarily as a result of its borrowing activities, which include fixed-rate and variable-rate borrowings by its subsidiaries. The Sunrise interest rate risk mainly arises from borrowings primarily under the Sunrise Holding Bank Facility, which are indexed to EURIBOR, Secured Overnight Financing Rate ('SOFR'), Term Secured Overnight Financing Rate ('Term SOFR'), Swiss Average Rate Overnight ('SARON') or other base rates. In general, Sunrise enters into derivative instruments to protect against increases in the interest rates on variable-rate debt. An instantaneous increase/decrease in the relevant base rate of 10 basis points would have increased/decreased the aggregate fair value of the Sunrise interest rate derivatives by approximately CHF 13.0 million (2024: CHF 13.0 million). Such a movement would be predominantly offset by gains or losses on interest expense. Capital management The Sunrise objectives in managing capital are to secure its ongoing financial needs, to continue as a going concern, to meet its financial targets, to provide returns to its shareholders and to maintain a cost-efficient and risk-optimised capital structure. Its managed capital structure consists of equity (as disclosed in Note 20), current and non-current borrowings (see Note 23) less cash and cash equivalents. 31 December CHF in millions 2025 2024 Equity attributable to shareholders 4,049.5 4,360.8 Non-controlling interests (Note 20) 26.2 26.1 Total equity 4,075.7 4,386.9 Current borrowings (Note 23) 485.7 407.4 Non-current borrowings (Note 23) 3,950.0 4,326.8 Total borrowings 4,435.7 4,734.2 Less: Cash and cash equivalents (273.2) (351.8) Managed capital 8,238.2 8,769.3 Liquidity risk Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 271 Sunrise Annual Report 2025 I Financial Statements In order to maintain this capital structure, Sunrise manages its liquidity to ensure its ability to service its borrowings. Liquidity risk arises when there is difficulty in Sunrise meeting its financial obligations. In addition to cash and cash equivalents, the primary sources of liquidity are cash provided by operations and access to the available borrowing capacity of various debt facilities. Sunrise uses budgeting and cash flow forecasting tools to ensure that there are sufficient resources to meet its liquidity requirements on a timely basis. Further, Sunrise also maintains a liquidity reserve to provide for unanticipated cash outflows. Cash flow forecasting is performed by the Sunrise treasury function. Rolling forecasts of Sunrise liquidity requirements are established on a regular basis to ensure sufficient cash is available to meet operational needs and to honour its obligations under its financing arrangements, including the maintenance of borrowing limits and covenant compliance. The table below summarises the maturity profile of Sunrise's financial liabilities based on contractual undiscounted cash outflows (inflows). All interest payments and repayments of financial liabilities are based on contractual agreements. Interest payments are determined using zero- coupon rates. For floating rate instruments, the calculation is computed using the base rate and applicable margin prevailing as of 31 December 2025. 31 December 2025 CHF in millions <1 year Between 1 and 2 years Between 2 and 5 years Over 5 years Total Trade payables and other payables 719.2 60.5 79.1 87.6 946.4 Accrued interest 98.5 — — — 98.5 Vendor financing 387.2 — — — 387.2 Borrowings – notional — — 564.3 3,393.8 3,958.1 Borrowings – interest 199.4 201.8 592.0 280.6 1,273.8 Lease liabilities (undiscounted) 181.4 178.3 435.8 863.9 1,659.4 Derivatives 72.3 76.2 (168.3) (100.0) (119.8) Vendor Financing Represents amounts owed to various creditors pursuant to interest-bearing vendor financing arrangements that are used to finance certain of Sunrise's property and equipment additions and operating expenses. These arrangements extend Sunrise's repayment terms beyond a vendor’s original due dates (e.g., extension beyond a vendor’s customary payment terms, which are generally 90 days or less) and as such are classified outside of accounts payable as third-party debt (Note 23) in the Sunrise Consolidated Statements of Financial Position. These obligations are generally due within one year and include VAT that was also financed under these arrangements. For the purposes of the Sunrise Consolidated Statements of Cash Flows, vendor financing additions represent operating-related expenses financed by an intermediary that are treated as constructive operating cash outflows and constructive financing cash inflows when the intermediary settles the liability with the vendor. When Sunrise pays the financing intermediary, it records financing cash outflows in its Consolidated Statements of Cash Flows. Supplier finance arrangements Sunrise participates in supplier finance arrangements for short-term liquidity management. The principal purpose of these arrangements is to facilitate efficient payment processing of supplier invoices and, where applicable, to put suppliers in a position to receive payments from the bank before the due date of the invoice. Sunrise does not extend payment terms beyond its normal operating cycle and supplier payment policies. Sunrise does not derecognise the original trade payables relating to supplier finance arrangements because neither a legal release was obtained nor was the original liability substantially modified on entering into the arrangement. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 272 Sunrise Annual Report 2025 I Financial Statements


 
All supplier finance arrangements are classified as current as at 31 December 2025 and 2024: CHF in millions 31 December 2025 31 December 2024 Carrying amount of liabilities under a supply finance arrangement Disclosed under trade payables 101.1 71.7 Thereof suppliers have received payment from finance providers 101.1 71.7 Range of payment due dates Liabilities that are part of the arrangement 1 - 60 Days 1 - 60 Days Comparable trade payables that are not part of the arrangement 1 30 - 90 Days 30 - 90 Days Undrawn borrowing facilities As part of the senior facilities agreement Sunrise benefits from a multi-currency revolving credit facility with a total commitment equal to CHF 500.0 million (2024: CHF 685.8 million). Of this amount CHF 37.5 million (2024: CHF 56.4 million) is available as an ancillary facility. With the exception of CHF 14.3 million (2024: CHF 23.8 million) of borrowings under the ancillary facility (which are blocked as financial guarantees), the Sunrise Holding Revolving Facility was undrawn at each financial year end. Credit risk Credit risk arising from supplying telecommunications services is managed by assessing the credit quality of the customer, considering its financial position, past experience, payment history and other factors. Sunrise periodically assesses the financial reliability of its customers and their credit limits. Sunrise is exposed to the risk that the counterparties to their derivative instruments and cash holdings will default on their obligations. In this regard, credit risk associated with derivative instruments is spread across a relatively broad counterparty base of banks and financial institutions. Collateral is generally not posted by either party under the derivative instruments. Concentrations of credit risk with respect to trade receivables and contract assets are limited due to the nature of the Sunrise business with very low customer concentration. At 31 December 2025, Sunrise exposure to counterparty credit risk included (i) derivative assets with an aggregate fair value of CHF 0.10 million (netted on counter party level) , (ii) trade receivables of CHF 366.2 million and (iii) cash and cash equivalents and restricted cash of CHF 273.7 million. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 273 Sunrise Annual Report 2025 I Financial Statements 1 Comparable trade payables are, for example, trade payables of the entity within the same line of business or jurisdiction. Allowance for expected credit losses The development of the allowance for expected credit losses of trade receivables for the indicated periods is set forth below: CHF in millions 2025 2024 Allowance at 1 January (31.9) (30.6) Provisions for impairment of trade receivables (19.9) (30.8) Write-off of receivables 12.5 29.5 Impact from change in estimate (ECL) (57.8) — Allowance at 31 December (97.1) (31.9) Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 274 Sunrise Annual Report 2025 I Financial Statements The detailed ageing of Sunrise trade receivables and the related allowance for expected credit losses is set forth below: 31 December 2025 Current (not due) 1-30 days (overdue) 31-60 days (overdue) 61-90 days (overdue) 91-120 days (overdue) 121-365 days (overdue) Over 365 days (overdue) Total Trade receivables gross 145.7 75.6 15.7 8.1 4.3 30.4 95.5 375.3 Trade receivable gross - Ageing % 38.8% 20.1% 4.2% 2.2% 1.1% 8.1% 25.4% 100.0% Allowance for doubtful accounts (0.7) (0.4) (2.9) (2.5) (2.5) (15.3) (72.8) (97.1) Allowance for doubtful accounts - Ageing % 0.7% 0.4% 3.0% 2.6% 2.6% 15.8% 75.0% 100.0% Trade receivables - Provision % 0.5% 0.5% 18.5% 30.9% 58.1% 50.3% 76.2% 25.9% Unbilled revenue 52.5 Current trade receivables, net 330.7 Non-current trade receivables gross 35.5 — — — — — — 35.5 Non-current trade receivables gross - Ageing % 100.0% —% —% —% —% —% —% 100.0% Non-current trade receivables, net 35.5 31 December 2024 Current (not due) 1-30 days (overdue) 31-60 days (overdue) 61-90 days (overdue) 91-120 days (overdue) 121-365 days (overdue) Over 365 days (overdue) Total Trade receivables gross 153.8 100.9 15.7 12.7 6.2 38.2 — 327.5 Trade receivable gross - Ageing % 47.0% 30.8% 4.8% 3.9% 1.9% 11.7% —% 100.0% Trade receivables - affiliates 0.2 Allowance for doubtful accounts (1.0) (0.9) (2.4) (1.8) (1.7) (24.1) — (31.9) Allowance for doubtful accounts - Ageing % 3.1% 2.8% 7.6% 5.6% 5.3% 75.6% —% 100.0% Trade receivables - Provision % 0.6% 0.9% 15.4% 14.2% 27.3% 63.1% —% (9.7)% Unbilled revenue 57.2 Current trade receivables, net 353.0 Non-current trade receivables gross 34.3 — — — — — — 34.3 Non-current trade receivables gross - Ageing % 100.0% —% —% —% —% —% —% 100.0% Non-current trade receivables, net 34.3 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 275 Sunrise Annual Report 2025 I Financial Statements Trade receivables are non-interest bearing and are generally collected within one year. When a trade receivable is determined to be uncollectible, it is written off against the allowance account. The allowance for expected credit losses of trade receivables is included within other operating items in the Consolidated Statements of Income or Loss. Following the completion of the spin-off and the related internal alignment of credit-related policies, Sunrise has revised its approach to determining the expected loss horizon for trade receivables. Sunrise now bases this assessment primarily on prevailing practices in the Swiss market, supported by a detailed analysis of customer characteristics and historical payment behaviour. The determination of when a receivable is considered uncollectible is therefore informed by both market standards and data-driven insights into the actual payment patterns and risk profiles of the Sunrise customer base. Receivables that remain outstanding beyond the market-based and data-driven loss horizon are written off accordingly, ensuring that the company’s credit risk management reflects both local market realities and empirical evidence. The five-year loss horizon reflects historical evidence that effective collections, including through external collection agencies, continue to occur for certain receivables for up to five years past their due date. In practice, a trade receivable is considered uncollectible and written off when it is outstanding for more than five years past due, unless there is objective evidence that recovery remains probable, such as an agreed payment plan or an unresolved billing dispute. Fair value estimation The fair value of Sunrise's debt instruments is generally determined using the average of applicable bid and ask prices. The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where available and rely as little as possible on entity-specific estimates. If all significant inputs required to calculate the fair value of an instrument are observable, the instrument is included in level II. For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, Sunrise determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. There were no transfers between the different hierarchy levels in 2025 and 2024. The fair values of financial assets and financial liabilities are summarised in the following table. Not included therein are certain financial assets and liabilities whose carrying amount corresponds to a reasonable estimation of their fair value, measured at amortised cost. These include cash and cash equivalents, trade receivables, accrued liabilities, lease liabilities and trade payables, as well as other receivables and liabilities whose carrying amount corresponds to a reasonable estimation of their fair value. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 276 Sunrise Annual Report 2025 I Financial Statements


 
31 December 2025 2024 Fair value level Carrying Amount Fair Value Carrying Amount Fair Value Current assets carried at FVTPL: Derivative financial instruments II 140.9 140.9 162.5 162.5 Non-current assets carried at FVTPL: Derivative financial instruments II 9.6 9.6 5.1 5.1 Total 150.5 150.5 167.6 167.6 Current liabilities carried at FVTPL: Derivative financial instruments II 73.1 73.1 179.3 179.3 Non-current liabilities carried at FVTPL: Derivative financial instruments II 648.0 648.0 421.1 421.1 Non-current liabilities carried at amortised cost: Third-party debt I 3,950.0 3,982.3 4,326.8 4,085.8 Total 4,671.1 4,703.4 4,927.2 4,686.2 The financial liabilities presented in the Statements of Financial Position comprise the Group’s borrowings and accrued interest (Note 23) and derivative financial instruments (Note 24). The carrying amounts of these financial liabilities reconcile to the amounts disclosed in Notes 23 and 24. 31 December 2025 2024 CHF in millions Current Non- Current Total Current Non- Current Total Financial Liabilities Third-party debt incl. vendor financing (Note 23) 387.2 3,950.0 4,337.2 350.0 4,326.8 4,676.8 Accrued interest on third-party debt 98.5 — 98.5 57.4 — 57.4 Derivative financial instruments 73.1 648.0 721.1 179.3 421.1 600.4 Total financial liabilities 558.8 4,598.0 5,156.8 586.7 4,747.9 5,334.6 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 277 Sunrise Annual Report 2025 I Financial Statements Reconciliation of movements in liabilities to cash flows from financing activities CHF in millions Debt and Accrued Interest Derivative (Assets)/ Liabilities Lease Liabilities Other (Assets)/ Liabilities Total Balance as of 1 January 2025 4,734.2 432.9 1,219.3 63.9 6,450.3 Cash flows from financing activities: Interest paid (198.5) — (61.3) (1.5) (261.3) Borrowings of debt 1,260.8 — — — 1,260.8 Vendor financing additions 405.7 — — — 405.7 Repayments of debt and lease liabilities (1,223.4) — (121.0) — (1,344.4) Principal payments on operating-related vendor financing (360.1) — — — (360.1) Principal payments on capital-related vendor financing (70.6) — — — (70.6) Payment of financing costs and debt premiums (16.6) — — (2.7) (19.3) Net cash received related to derivative instruments — (151.3) — — (151.3) Total cash flows from financing activities (202.7) (151.3) (182.3) (4.2) (540.5) Losses on debt extinguishment 21.7 — — 7.5 29.2 Realised and unrealised (gains) losses on derivative instruments, net — 290.1 — — 290.1 Interest accruals 246.9 — 61.3 5.1 313.3 Assets acquired under leases — — 173.4 — 173.4 Assets acquired under capital-related vendor financing arrangements, including VAT 62.1 — — — 62.1 Effect of changes in foreign exchange rates (423.5) — — — (423.5) Other changes (3.0) (1.2) 5.5 222.01 223.3 Balance as of 31 December 2025 4,435.7 570.5 1,277.2 294.3 6,577.7 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 278 Sunrise Annual Report 2025 I Financial Statements 1 The amount of CHF 222 million primarily relates to the measurement and recognition of financial liabilities arising from the ice-hockey broadcasting rights agreement entered into in 2025. CHF in millions Debt and Accrued Interest Derivative (Assets)/Liabilities Lease Liabilities Total Balance as of 1 January 2024 5,537.3 607.3 1,257.6 7,402.2 Cash flows from financing activities: Interest paid (359.2) — (61.0) (420.2) Vendor financing additions 363.4 — — 363.4 Repayments of debt and lease liabilities (1,064.7) — (114.4) (1,179.1) Principal payments on operating-related vendor financing (327.9) — — (327.9) Principal payments on capital-related vendor financing (49.1) — — (49.1) Net cash received related to derivative instruments — 52.3 — 52.3 Total cash flows from financing activities (1,437.5) 52.3 (175.4) (1,560.6) Losses on debt extinguishment 3.9 — — 3.9 Realised and unrealised (gains) losses on derivative instruments, net — (249.6) — (249.6) Interest accruals 358.2 — 69.8 428.0 Assets acquired under leases — — 126.3 126.3 Assets acquired under capital-related vendor financing arrangements, including VAT 52.1 — — 52.1 Effect of changes in foreign exchange rates 271.8 15.6 — 287.4 Other related party charges (51.8) — — (51.8) Other changes 0.2 7.3 (59.0) (51.5) Balance as of 31 December 2024 4,734.2 432.9 1,219.3 6,386.4 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 279 Sunrise Annual Report 2025 I Financial Statements CHF in millions Debt and Accrued Interest Derivative (Assets)/Liabilities Lease Liabilities Total Balance as of 1 January 2023 5,942.1 (15.5) 1,347.9 7,274.5 Cash flows from financing activities: Interest paid (364.1) — (58.4) (422.5) Vendor financing additions 271.2 — — 271.2 Repayments of debt and lease liabilities — — (107.6) (107.6) Principal payments on operating-related vendor financing (171.8) — — (171.8) Principal payments on capital-related vendor financing (124.8) — — (124.8) Payments on financing costs and debt premiums 0.1 — — 0.1 Net cash received related to derivative instruments — 117.1 — 117.1 Total cash flows from financing activities (389.4) 117.1 (166.0) (438.3) Realised and unrealised (gains) losses on derivative instruments, net — 524.4 — 524.4 Interest accruals 358.7 — 67.9 426.6 Assets acquired under leases — — 56.2 56.2 Assets acquired under capital-related vendor financing arrangements, including VAT 77.6 — — 77.6 Effect of changes in foreign exchange rates (453.4) (13.3) — (466.7) Other related party charges 1.7 — — 1.7 Other changes 0.1 (5.4) (48.4) (53.7) Balance as of 31 December 2023 5,537.3 607.3 1,257.6 7,402.2 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 280 Sunrise Annual Report 2025 I Financial Statements


 
(25) Investments The details of investments accounted for using the equity method are set forth below: 31 December CHF in millions 2025 2024 Balance at 1 January 48.4 52.5 Additions — 0.6 Share of net results 5.9 1.3 Dividends (3.3) (3.0) Other (21.0) (3.0) Balance at 31 December 30.0 48.4 Impairment of equity-accounted investment (CH Media TV AG) As part of its regular monitoring of equity-accounted investments, Sunrise identified indicators of a reduced recoverable amount of its investment in CH Media TV AG. These indicators primarily related to recent market developments in the Swiss advertising and TV landscape, as well as updated expectations for the growth and cost profile of digital media services, leading to an impairment loss of CHF 20.2 million included in «Other». Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 281 Sunrise Annual Report 2025 I Financial Statements (26) Related-Party Transactions The following table provides details of transactions with associates: 31 December CHF in millions 2025 2024 2023 Credits (charges) included in: Revenue 0.3 0.3 0.3 Direct costs (1.6) (2.4) (1.1) Personnel expenses — — — Included in operating (loss) (1.3) (2.1) (0.8) Finance expense — — — Finance income — — — Included in net (loss) (1.3) (2.1) (0.8) Property and equipment transfers in, net — — — The following table provides details of transactions with LG related entities prior to 2025: 31 December CHF in millions 2025 2024 2023 Credits (charges) included in: Revenue — 2.8 4.3 Direct costs — (1.3) (1.2) Personnel expenses — (15.9) (18.6) Other operating expenses — (116.9) (118.1) Included in operating (loss) — (131.3) (133.6) Finance expense — (1.5) (1.7) Finance income — 3.0 2.1 Included in net (loss) — (129.8) (133.2) Property and equipment transfers in, net — 11.3 23.7 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 282 Sunrise Annual Report 2025 I Financial Statements Prior to the spin-off, the Sunrise business was a segment of LG such that transactions with LG were considered related-party transactions. Sunrise will remain a strategic partnership and entered into a separation and distribution agreement as well as various other agreements governing relationships with LG going forward, including technology and IT services, financial services, shared services, and a variety of transitional management services to drive operational efficiency and value maximisation. Information included in this Note with respect to LG is strictly limited to related-party transactions with Liberty Global prior to the spin-off on 8 November 2024. As of the 2025 financial year, all transactions and balances with LG and its subsidiaries are classified as transactions with non-related parties. The following table provides details of Sunrise’s balances with associates: 31 December CHF in millions 2025 2024 Current receivables (a) 0.1 — Long-term note receivables — — Other non-current assets 0.2 — Total assets 0.3 — Accounts payable — — Accrued other liabilities — — Non-current related party loan — — Other non-current liabilities — 0.1 Total liabilities — 0.1 (a) These receivables are non-interest bearing, may be cash or loan settled and are included within trade receivables, net and other current assets. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 283 Sunrise Annual Report 2025 I Financial Statements The following table provides details of Sunrise’s balances with LG related-party entities prior to 2025: 31 December CHF in millions 2025 2024 Current receivables (a) — 1.8 Long-term note receivables — — Other non-current assets — — Total assets — 1.8 Accounts payable — 0.3 Accrued other liabilities — 20.4 Non-current related party loan — — Other non-current liabilities — — Total liabilities — 20.7 In 2024, the settlement of the long-term note receivables and the non-current related-party loan, together with other spin-off related transactions and cash-flows led to a net cash flow in the amount of CHF 112.7 million as disclosed in the Consolidated Statements of Cash Flows. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 284 Sunrise Annual Report 2025 I Financial Statements


 
(27) Subsidiaries and Associates The following table lists the principal legal entities which are included in the consolidated financial statements: CH Media TV AG 1 Media Switzerland CHF 20.00 20.00 ello communications S.A. Telecommunications Switzerland CHF 60.00 60.00 ITV Betriebsgesellschaft GmbH 1 Telecommunications Switzerland CHF 50.00 50.00 Naxoo S.A 1 Telecommunications Switzerland CHF 48.80 48.80 REGIONALE GEMEINSCHAFTS- ANTENNEN-ANLAGE SPIEZ AG REGAS 1 Telecommunications Switzerland CHF 30.00 30.00 Sitel S.A. Telecommunications Switzerland CHF 66.70 66.70 Sunrise Financing Partnership Holding United States CHF 100.00 100.00 Sunrise FinCo I B.V. Holding Netherlands CHF 100.00 100.00 Sunrise FinCo II B.V. Holding Netherlands CHF 100.00 100.00 Sunrise GmbH Telecommunications Switzerland CHF 100.00 100.00 Sunrise HoldCo I B.V. Holding Netherlands CHF 100.00 100.00 Sunrise HoldCo II B.V. Holding Netherlands CHF 100.00 100.00 Sunrise HoldCo III B.V. Holding Netherlands CHF 100.00 100.00 Sunrise HoldCo IV B.V.2 Holding Netherlands CHF 100.00 100.00 Sunrise HoldCo V B.V. Holding Netherlands CHF 100.00 100.00 Sunrise HoldCo VI B.V.3 Holding Netherlands CHF 100.00 100.00 Sunrise Portugal S.A. Telecommunications Portugal CHF 100.00 100.00 Swiss Open Fiber AG Telecommunications Switzerland CHF 100.00 100.00 Swiss-Ski Store GmbH 1 Other Switzerland CHF 50.00 50.00 Company Name Operating Purpose Registered Office Currency 31 December 2025 Capital and Voting Rights Share in % 31 December 2024 Capital and Voting Rights Share in % Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 285 Sunrise Annual Report 2025 I Financial Statements 1 Investment is accounted for using the equity method. 2 In 2023, Sunrise HoldCo IV B.V. was directly held by Sunrise HoldCo V B.V. (former Liberty Global Europe Financing B.V.). All other entities were indirect subsidiaries of Sunrise HoldCo V B.V. (former Liberty Global Europe Financing B.V). 3 Since 2024, following the spin-off, Sunrise HoldCo VI B.V. is directly held. All other entities are indirect subsidiaries of Sunrise Communications AG. TELDAS GmbH 1 Telecommunications Switzerland CHF 23.00 23.00 Télédistal S.A.4 Telecommunications Switzerland CHF 38.90 38.90 Télévaux S.A. Telecommunications Switzerland CHF 80.00 80.00 UPCB Finance VII Limited 5 Holding Cayman Islands CHF — — Company Name Operating Purpose Registered Office Currency 31 December 2025 Capital and Voting Rights Share in % 31 December 2024 Capital and Voting Rights Share in % (28) Events After the Balance-Sheet Date Subsequent event – non-adjusting: After 31 December 2025, Sunrise announced a restructuring programme. As the affected employees were informed in February 2026, no provision was recognised at year-end. The estimated restructuring provision to be recognised in 2026 is approximately CHF 26 million. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 286 Sunrise Annual Report 2025 I Financial Statements 4 Télédistal S.A. is controlled by Sitel S.A. (58.3%) and Sitel S.A. is controlled by Sunrise GmbH (66.7%). 5 As of 31 December 2024, no shares are held, but the entity is controlled by Sunrise. 287 Sunrise Annual Report 2025 I Financial Statements This page is intentionally left blank 288 Sunrise Annual Report 2025 I Financial Statements This page is intentionally left blank


 
289 Sunrise Annual Report 2025 I Financial Statements This page is intentionally left blank 290 Sunrise Annual Report 2025 I Financial Statements This page is intentionally left blank Statutory Financial Statements of Sunrise Communications AG Balance Sheet as of 31 December (in CHF 1,000) Notes 2025 2024 Assets Current assets Cash and cash equivalents 128 79 Other current receivables 48,063 6,756 from third parties 3 — from companies in which the entity holds an investment 48,060 6,756 Prepaid expenses 8 — from third parties 8 — Total current assets 48,199 6,835 Non-current assets Investments 3.1 6,725,000 6,725,000 Total non-current assets 6,725,000 6,725,000 Total Assets 6,773,199 6,731,835 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 291 Sunrise Annual Report 2025 I Financial Statements Liabilities and shareholder's equity Current liabilities Other current liabilities 19,762 15,903 due to companies in which the entity holds an investment 19,762 15,903 Accrued expenses and deferred income 24,717 1,861 due to third parties 4.5 23,700 1,861 due to companies in which the entity holds an investment 1,017 — Current provisions — 669 Total current liabilities 44,479 18,433 Non-current liabilities Other non-current liabilities 11,225 4,885 due to companies in which the entity holds an investment 11,225 4,885 Total non-current liabilities 11,225 4,885 Total Liabilities 55,704 23,318 Shareholder's equity Share capital 4.1 7,386 7,236 Legal capital reserves 6,491,693 6,717,864 Reserves from foreign capital contributions 4.2 2,572,614 3,355,364 Reserves from Swiss capital contributions 4.3 14,198 — Reserves from other capital contributions 3,904,881 3,362,500 Treasury shares 4.8 (117) (90) Available earnings / accumulated losses 218,533 (16,493) Results carried forward (16,493) — Income (loss) for the period 235,026 (16,493) Total shareholder's equity 6,717,495 6,708,517 Total Liabilities and Shareholder's equity 6,773,199 6,731,835 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 292 Sunrise Annual Report 2025 I Financial Statements


 
Income Statement 2025 2024 (in CHF 1,000) Notes 1 January until 31 December 3 May until 31 December Dividend income 4.4 240,369 — Other financial income 50 — Total income 240,419 — Personnel expenses (2,001) (258) Other operating expenses (2,420) (15,566) Total expenses (4,421) (15,824) Operating Result 235,998 (15,824) Income (loss) for the period before taxes 235,998 (15,824) Direct taxes (972) (669) Income (loss) for the period 235,026 (16,493) Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 293 Sunrise Annual Report 2025 I Financial Statements (1) General Sunrise Communications AG, with its registered office in Opfikon («Company») was incorporated on 3 May 2024. (2) Principles (2.1) General aspects These financial statements were prepared according to the provisions of the Swiss Law on Accounting and Financial Reporting (32nd title of the Swiss Code of Obligations). Where not prescribed by law, the significant accounting and valuation principles applied are described below. It should be noted that to ensure the Company's going concern, the Company's financial statements may be influenced by the creation and release of hidden reserves. (2.2) Foregoing a cash flow statement and additional disclosures in the Notes As Sunrise Communications AG prepares its consolidated financial statements in accordance with a recognised financial reporting standard (IFRS Accounting Standards), the Company is not presenting a cash flow statement and management report and, in accordance with the statutory provisions, does not disclose details of the maturities of long-term interest-bearing liabilities and audit fees. (2.3) Investments Investments include participations in subsidiaries. Participations in subsidiaries are recognised as investments as soon as Sunrise Communications AG holds the majority of voting and capital rights in the Company. Investments are valued at their acquisition cost adjusted for impairment losses. (2.4) Treasury shares Treasury shares are recognised at acquisition date at cost and deducted from shareholders’ equity. In case of a resale, the gain or loss is recognised in «Legal capital reserves» within shareholder’s equity. (2.5) Share-based payments Sunrise Communications AG established various share-based incentive programmes under which eligible participants are entitled to equity-based awards. Board members of Sunrise Communications AG are eligible to share-based incentive programmes based on Sunrise Communications AG shares. Expenses related to share-based compensation are recognised over the vesting period based on the expected settlement amount at vesting date. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 294 Sunrise Annual Report 2025 I Financial Statements (3) Information on Balance Sheet and Income Statement Items (3.1) Investments Company, Location Share in capital and voting rights Share capital Share in capital and voting rights Share capital 2025 2025 2024 2024 Sunrise HoldCo VI B.V., Schiphol-Rijk1 100.00% 108 100.00% 108 CH Media TV AG, Zurich 20.00% 1,000,000 20.00% 1,000,000 Ello communications S.A., Neuchatel 60.00% 1,000,000 60.00% 1,000,000 ITV Betriebsgesellschaft GmbH, Opfikon 50.00% 20,000 50.00% 20,000 Naxoo S.A., Geneva 48.80% 4,500,000 48.89% 4,500,000 REGIONALE GEMEINSCHAFTSANTENNENANLAGE SPIEZ AG REGAS, Spiez 30.00% 300,000 30.00% 300,000 Sitel S.A., Morges 66.67% 20,850,000 66.67% 20,850,000 Sunrise Financing Partnership, Denver 100.00% — 100.00% — Sunrise FinCo I B.V., Schiphol-Rijk 100.00% 106 100.00% 106 Sunrise FinCo II B.V., Schiphol-Rijk 100.00% 18,600 100.00% 18,600 Sunrise GmbH, Opfikon 100.00% 2,000,000 100.00% 2,000,000 Sunrise HoldCo I B.V., Schiphol-Rijk 100.00% 24,478 100.00% 24,478 Sunrise HoldCo II B.V., Schiphol-Rijk 100.00% 18,023 100.00% 18,023 Sunrise HoldCo III B.V., Schiphol-Rijk 100.00% 22,400 100.00% 22,400 Sunrise HoldCo IV B.V., Schiphol-Rijk 100.00% 21,600 100.00% 21,600 Sunrise HoldCo V B.V., Schiphol-Rijk 100.00% 20,000 100.00% 20,000 Sunrise Portugal S.A., Lisbon 100.00% 150,000 100.00% 150,000 Swiss Open Fiber AG, Zurich 100.00% 100,000 100.00% 100,000 Swiss-Ski Store GmbH, Ittingen 50.00% 1,200,000 50.00% 1,200,000 Teldas GmbH, Zurich 23.00% 100,000 23.00% 100,000 Télédistal S.A., Echallens 38.89% 600,000 38.89% 600,000 Télélavaux S.A., Cully 80.00% 700,000 80.00% 700,000 1 Directly held in 2025. All other entities are held indirectly in 2025. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 295 Sunrise Annual Report 2025 I Financial Statements (4) Other information (4.1) Shareholder’s capital and capital band As of 31 December 2025, the share capital of Sunrise Communications AG amounts to CHF 7,385,743.36 and consists of 71,276,895 registered Class A common shares with a par value of CHF 0.10 each and 25,805,386 registered Class B shares with a par value of CHF 0.01 each. All shares are fully paid in. The share capital comprises all issued shares, irrespective of whether they are held by shareholders or by the Company as treasury shares. During the financial year 2025, a total of 171,930 Class B shares were converted into 17,193 Class A shares in accordance with the Articles of Association. This conversion affected the distribution between share classes but had no impact on the total share capital. On July 10, 2025, a call option granted under a share delivery agreement was exercised, resulting in the subscription of 1,500,000 registered Class A shares out of the Company’s conditional share capital pursuant to Article 4c para. 1 of the Articles of Association. The Authorised Capital Increase pursuant to Article 651 of the Swiss Code of Obligations was subsequently executed by the Board of Directors on 18 July 2025 and led to an increase in share capital of CHF 150,000. At the extraordinary Annual General Meeting of 8 November 2024, the Board of Directors had been authorised to increase the share capital within the capital band through the issuance of up to 7,235,743 fully paid-in registered Class A shares with a par value of CHF 0.10 each. (4.2) Reserves from foreign capital contributions The Swiss Federal Tax Administration (ESTV) confirmed the amount of CHFk 2,812,983 as reserves from foreign capital contributions as of 31 December 2024, in its letter dated 16 April 2025. As a result, CHFk 542,280 was transferred from reserves from foreign capital contributions to reserves from other capital contributions. During the financial year, a repayment of CHFk 240,369 (2024: nil) was made out of the reserves from foreign capital contributions. (4.3) Reserves from Swiss Capital contributions The Swiss capital contribution reserve for the financial year amounts to CHFk 14'198 (2024: nil). The Swiss capital contribution reserve arose in connection with the conditional capital increase. (4.4) Dividend income In the reporting year, dividend income amounted to CHF 240,369,602 (2024: nil), which was received from Sunrise HoldCo VI B.V., Schiphol-Rijk. (4.5) Accrued expenses Accrued expenses include liabilities arising from share-based payment arrangements for employee equity awards in Sunrise shares. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 296 Sunrise Annual Report 2025 I Financial Statements


 
(4.6) Significant shareholders The following shareholders owned more than five percent of voting rights as at 31 December: Shareholder Voting rights as at 31 December 2025 Michael T. Fries, John C. Malone, Leslie A. Malone, The Malone Family Land Preservation Fund 29.14% The Baupost Group L.L.C. (Seth Klarman) 9.76% (4.7) Shares or equity-based instruments on shares for members of the Board, Executive Committee and employees In 2025, the allocation of shares and equity-based instruments held by the Board of Directors, the Executive Committee and other employees was as follows: Quantity shares Value shares in CHF Quantity PSUs Value PSUs in CHF Allocated to Board of Directors 33,187 1,468,495 — — Allocated to Executive Committee 16,704 663,316 152,986 7,843,286 Allocated to employees 361,810 15,553,577 125,874 6,521,662 In 2024, the allocation of shares and equity-based instruments held by the Board of Directors, the Executive Committee and other employees was as follows: Quantity shares Value shares in CHF Quantity PSUs Value PSUs in CHF Allocated to Board of Directors 13,174 547,380 — — Allocated to Executive Committee 82,208 3,415,742 322,708 13,582,780 Allocated to employees 3,804 158,056 11,412 480,331 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 297 Sunrise Annual Report 2025 I Financial Statements (4.8) Treasury shares Number of Class A shares Average value in CHF Amount in CHF Opening Balance 1 January 2024 — — — Purchase 1,000,000 0.1 100,000 Sale — — — Allocation for share-based compensation 99,186 0.1 9,919 Closing Balance 31 December 2024 900,814 0.1 90,081 Purchase 1,500,000 0.1 150,000 Sale — — — Allocation for share-based compensation 1,232,533 0.1 123,253 Closing Balance 31 December 2025 1,168,281 0.1 116,828 (4.9) Full-time equivalents The Company does not have any employees. (4.10) Assets pledged in favour of a third party As of 31 December 2025, no assets were pledged in favour of a third party. (4.11) Subsequent events There are no significant events after the balance-sheet date which could impact the book value of the assets or liabilities or which should be disclosed here. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 298 Sunrise Annual Report 2025 I Financial Statements Proposed appropriation of available earnings and proposed repayment of legal capital reserves (dividend distribution) Appropriation of available earnings CHFk Accumulated losses (16,493) Profit for the year 235,026 Available earnings to be carried forward 218,533 The Board of Directors propose to carry forward the available earnings of CHFk 218,533. Repayment of legal capital reserves CHFk Legal capital reserves - reserves from foreign capital contributions as of 31.12.2025 2,572,614 Repayment of legal capital reserves - reserves from foreign capital contributions (251,015) 2,321,598 Legal capital reserves - reserves from foreign capital contributions to be carried forward 2,321,598 The Board of Directors proposes a repayment out of the legal capital reserves – reserves from foreign capital contributions of CHF 251,015,444 (CHF 3.42 per Class A share and CHF 0.34 per Class B share). No repayment made on treasury shares. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 299 Sunrise Annual Report 2025 I Financial Statements 300 Sunrise Annual Report 2025 I Financial Statements This page is intentionally left blank


 
301 Sunrise Annual Report 2025 I Financial Statements This page is intentionally left blank 302 Sunrise Annual Report 2025 I Financial Statements This page is intentionally left blank Glossary Expression Declaration 4G A fourth-generation mobile communications standard enabling very high download speeds of up to 1,200 megabits per second. 5G Fifth-generation mobile communications, which are based on the existing mobile communications standard LTE (see «LTE»). 5G SA 5G Standalone AI Artificial intelligence. Describes the ability of a machine or software to imitate human capabilities, such as logical thinking, learning, planning and creativity. Generative Artificial Intelligence (also known as GenAI) – as a branch of artificial intelligence – is used to generate new content, such as text, images, music or videos. Allianz Digitale Inklusion Schweiz (ADIS) The association was founded by a large number of private and public stakeholders, a.o. Sunrise, and is committed to a fair and inclusive digital society. ARPU Average revenue per unit, calculated as the average monthly subscription revenue per average number of fixed customer relationships or mobile subscribers, as applicable Asut Swiss Association for Telecommunication and ICT – Asut represents the telecommunications industry. The association is committed to ensuring that both users and providers of services and products have the best possible framework conditions. BCS Basic cable service BTS Built-to-suit Broadband Wide-bandwidth data transmission that exploits signals at a wide spread of frequencies or several different simultaneous frequencies and is used in fast Internet access. Broadcast Refers to the real-time transmission by an indefinite number of receiving devices of designed video and/or audio content based on a transmission plan by means of telecommunications. Broadcasting includes, in particular, radio and television. Campus networks A local network dedicated to a specific geographical area. Unlike public mobile networks, its usage is restricted to people or devices affiliated with the campus, providing enhanced security and control. Capex Capital expenditure CDP Carbon Disclosure Project is an initiative launched by institutional investors that aims to promote dialogue between investors and businesses on climate-change issues. Businesses provide information on their greenhouse-gas emissions and climate action strategies. The data is collected and published annually. Chance5G Association that promotes and raises awareness of 5G. Cloud connectivity Methods and services that allow users and devices to connect to cloud computing resources over the Internet. It enables seamless access to cloud- based applications, storage and services, ensuring efficient data transfer and communication between local networks and cloud environments. CO2e Emissions of greenhouse gases other than carbon dioxide (CO2) are converted into CO2 equivalents (CO2e or CO2eq) according to their global- warming potential. ComCom The Federal Communications Commission Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 303 Sunrise Annual Report 2025 I Financial Statements connect connect is a leading European telecom magazine that conducts independent, large-scale tests of mobile networks, fixed networks and related services in Switzerland, Austria and Germany. Widely used as an industry benchmark. CPE Customer Premises Equipment DDTrO Swiss Ordinance on Due Diligence and Transparency in relation to Minerals and Metals from Conflict-Affected Areas and Child Labour DE&I Diversity, Equity and Inclusion Device as a Service (DaaS) Device-as-a-Service (DaaS) is a business model in which hardware devices such as laptops, tablets, smartphones and other such products are offered from retailers and manufacturers to customers through a subscription-based model rather than a one-time purchase. DSL Digital subscriber line economiesuisse Umbrella organisation for the Swiss business sector and the link between the political arena, the economy and society, that campaigns for the best possible framework conditions for Swiss businesses. EBITDA Earnings before interest, taxes, depreciation and amortisation EBITDAaL Earnings before interest, taxes, depreciation, amortisation and lease expenses EcoVadis The EcoVadis online platform supports the enforcement of environmental and social standards in global supply chains through standardised sustainability rankings of suppliers. EnAW Energie-Agentur der Wirtschaft is an association supporting companies in their efforts to improve their energy efficiency and reduce GHG emissions. eNPS Employee net promoter score is a metric that assesses employees' job satisfaction by measuring their readiness to recommend their company to others. ESG ESG refers to the consideration of environmental, social and governance aspects. FMC Fixed-mobile convergence FVNO Fixed virtual network operator FWA Fixed wireless access GHG Protocol The Greenhouse Gas (GHG) Protocol provides standardised frameworks and tools for measuring, managing and reporting greenhouse-gas emissions (Scope 1, Scope 2, Scope 3) across different organisational and geographic scales. GRI The Global Reporting Initiative (GRI) is an organisation that uses a participatory process to develop guidelines for the preparation of sustainability reports by companies. The GRI Standards represent global best practice for sustainability reporting. HFC network Hybrid fibre-coaxial network ICT Information and Communication Technology: The combination of the two terms information and communication technology stands for the convergence of information technology (information and data processing as well as the hardware required for this) and communication technology (technically supported communication). IFRS International Financial Reporting Standards ILO The International Labour Organisation is a United Nations agency whose mandate is to advance social and economic justice by setting international labour standards. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 304 Sunrise Annual Report 2025 I Financial Statements


 
IoT The Internet of things (IoT) describes devices with sensors, processing ability, software and other technologies that connect and exchange data with other devices and systems over the Internet or other communications network. IPTV (IP streaming) Internet Protocol television (IPTV) is the delivery of television content over Internet Protocol (IP) networks. This is in contrast to delivery through traditional terrestrial, satellite and cable transmission formats. Unlike downloaded media, IPTV offers the ability to stream the source media continuously and hence can begin playing the content (such as a TV channel) almost immediately. ISO 14001 An international environmental management standard that sets globally recognised requirements for an environmental management system. ISO 27001 An international standard for information security management systems. LCA Life cycle assessment. Assesses a product or service in terms of its total generated emissions, energy or materials use throughout the entire life cycle, i.e., from the sourcing of raw materials, the production, transportation, usage and end of life treatment (recycling, refurbishment or disposal). LEED Leadership in Energy and Environmental Design is a green-building certification programme used worldwide. It includes a set of rating systems for the design, construction, operation and maintenance of green buildings and homes which aims to help building owners and operators be environmentally responsible and use resources efficiently. LGBTQIA+ Lesbian, gay, bisexual, transgender, queer, questioning, intersex, asexual, and the + holds space for the expanding and new understanding of different parts of the very diverse gender and sexual identities. MNO Swisscom, Sunrise and Salt, collectively, as mobile network operators MVNO Mobile virtual network operator Narrowband Narrowband refers to data communication and telecommunications tools, technologies and services that utilize a narrower set or band of frequencies in the communication channel. Typically implemented in telecommunication technologies to carry voice data on a limited number of frequency sets. NFC Near-field communication NIR Non-ionizing radiation. Wireless technology emits radiation in the radio-frequency region of the electromagnetic spectrum as a type of non-ionizing radiation. NPS Net promoter score OFCOM The Federal Office of Communications deals with issues relating to telecommunications and broadcasting (radio and television) and performs sovereign and regulatory tasks in these areas. It prepares the decisions of the Federal Council, the Federal Department of the Environment, Transport, Energy and Communications (DETEC) and the Federal Communications Commission (ComCom). Ombudscom The Telecom Dispute Resolution Service mediates on behalf of the Federal Office of Communications (OFCOM) in civil-law disputes based on telecommunications services or value-added services. Opex Operational expenditure OTT services Over-the-top telecommunications services delivered over the Internet. P&E additions Property and equipment additions are capital expenditures (may include buildings, machinery, vehicles, furniture and technology equipment) that are recorded on the company's balance sheet and depreciated over their useful life. RGU Revenue-generating unit Roaming Roaming allows cellular customers to automatically make and receive voice calls, send and receive data and access other services, including home data services, while travelling outside their home network's coverage area by using a visited network. Sunrise Communications AG Sunrise Communications AG is the Sunrise Group’s holding company, listed on the SIX Swiss Exchange and organised under the laws of Switzerland. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 305 Sunrise Annual Report 2025 I Financial Statements Sunrise GmbH Sunrise GmbH is the main operating company of Sunrise. Sunrise Group Sunrise Group (also «Group», «Sunrise», «we») refers to Sunrise Communications AG and all its affiliates. Swico Swiss association for ICT and Internet services and disposal and recycling of electronic equipment, that represents the interests of established companies and start-ups in politics, business and society. Also, the Swico industry solution enables companies to handle occupational health and safety efficiently. Swisscleantech Swisscleantech is a Swiss business association that currently has over 500 member companies from all sectors working together towards a CO2- neutral Switzerland by 2050. SBTi Science Based Target initiative. Defines and promotes best practice in emissions reductions and net-zero targets in line with climate science. Develops standards, tools and guidance to enable companies and financial institutions to set science-based targets in line with the latest climate science. Scopes To distinguish between direct and indirect emission sources, the GHG Protocol (see GHG Protocol) defines three areas of validity for reporting and accounting for greenhouse gases. Scope 1 Scope 1 includes all emissions directly generated in the company, e.g., as a result of the consumption of fuel or fuel oil. Scope 2 Scope 2 covers all indirect emissions associated with the generation of energy purchased by the Company from external sources, e.g., electricity and district heating. Scope 3 Scope 3 applies to all other emissions generated along the corporate value chain. This comprises both indirect emissions in the company itself (e.g., business trips, commuting), and emissions from upstream value-chain stages (e.g., procurement, logistics) and downstream stages (e.g., during customer use of products and services, during disposal). SDGs Sustainable Development Goals: The 17 goals for sustainable development are political objectives of the United Nations (UN) which aim to ensure sustainable development on economic, social and ecological levels. With the Agenda 2030, all UN member states – including Switzerland – have committed to achieving these goals by 2030. The basic principle of the agenda is «Leave no one behind», because sustainable development can only be successful and efficient if the poorest and most neglected populations are reached first. SME Small and medium-sized enterprise SOHO Small office / home office Suissedigital Swiss association for communication networks focusing on broadband services UN Global Compact The United Nations Global Compact (UNGC) is a nonbinding United Nations pact that encourages businesses worldwide to follow its ten principles on human rights, labour, environment and anti-corruption and report on the progress made towards adopting the ten principles. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 306 Sunrise Annual Report 2025 I Financial Statements Published by Sunrise Communications AG Thurgauerstrasse 101B 8152 Glattpark (Opfikon) Publication Director Séverine de Rougemont, Sunrise GmbH, Glattpark (Opfikon) Lead Sustainability Report Marisa Hürlimann, Sunrise GmbH, Glattpark (Opfikon) Design concept, layout and execution Carmen Andrea Fausch, Sunrise GmbH, Glattpark (Opfikon) Proofreading Peter Riley, Sunrise GmbH, Glattpark (Opfikon) Photos © Sunrise GmbH, Glattpark (Opfikon) Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Financial Statements 307 Sunrise Annual Report 2025 I Financial Statements


 
Exhibit 15.2
Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statements (Nos. 333-283098 and 333-283426) on Form S-8 of our report dated February 17, 2026, with respect to the consolidated financial statements of Sunrise Communications AG and the effectiveness of internal control over financial reporting.

/s/ KPMG AG

Zurich, Switzerland
February 18, 2026

Exhibit 97.1
SUNRISE COMMUNICATIONS AG
DODD-FRANK CLAWBACK POLICY
The Board of Directors (the “Board”) of Sunrise Communications AG (the “Company”) has
adopted this Dodd-Frank Clawback Policy (this “Policy”) in accordance with the applicable
provisions of The Nasdaq Stock Market LLC Listing Rules (the “Clawback Rules”), promulgated
pursuant to the final rules adopted by the Securities and Exchange Commission enacting the
clawback standards under Section 954 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act. The Compensation Committee of the Board (the “Committee”) is designated to
administer this Policy. Capitalized terms not otherwise defined in this Policy have the meanings
given to them under the Clawback Rules, which are attached to this Policy as Appendix A.
Recovery of Erroneously Awarded Incentive Compensation. The Company shall comply
with the Clawback Rules and reasonably promptly recover Erroneously Awarded Compensation
Received by current or former members of the Company's Executive Committee appointed by
the Board from time to time, as well as any other individual who is or was an Executive Officer
as determined by the Committee (“Covered Individuals”) in the event the Company is required to
prepare an accounting restatement due to the Company’s material noncompliance with any
financial reporting requirement under applicable securities laws, including any required
accounting restatement to correct an error in previously issued financial statements that is
material to the previously issued financial statements, or that would result in a material
misstatement if the error were corrected in the current period or left uncorrected in the current
period. The Committee may determine not to recover Erroneously Awarded Compensation
pursuant to this Policy in circumstances where non-enforcement is expressly permitted by the
Clawback Rules, including where recovery would violate applicable home country laws in effect
before November 28, 2022.
Covered Compensation. This Policy applies to the Incentive-based Compensation Received
by a Covered Individual: (1) after such Covered Individual began service as a member of the
Executive Committee; (2) who served as a member of the Executive Committee at any time
during the performance period for that Incentive-based Compensation; (3) while the Company
has a class of securities listed on a United States national securities exchange or a United
States national securities association; and (4) during the three completed fiscal years
immediately preceding the date that the Company is required to prepare an accounting
restatement as described above (or during any transition period, that results from a change in
the Company’s fiscal year, within or immediately following those three completed fiscal years, as
determined in accordance with the Clawback Rules).
The amount of Incentive-based Compensation subject to this Policy is the Erroneously Awarded
Compensation, which is the amount of Incentive-based Compensation Received by a Covered
Individual that exceeds the amount of Incentive-based Compensation that otherwise would have
been Received by the Covered Individual had it been determined based on the restated amount
(or otherwise determined in accordance with the Clawback Rules), and will be computed without
regard to any taxes paid by the Covered Individual (or withheld from the Incentive-based
Compensation). The Committee shall make all determinations regarding the amount of
Erroneously Awarded Compensation.
Method of Recovery. The Committee shall determine, in its sole discretion, the manner in which
any Erroneously Awarded Compensation shall be recovered. Methods of recovery may include,
but are not limited to: (1) seeking direct repayment from the Covered Individual; (2) reducing
(subject to applicable law and the terms and conditions of the applicable plan, program or
arrangement pursuant to which the incentive-based compensation was paid) the amount that
would otherwise be payable to the Covered Individual under any compensation, bonus, incentive,
equity and other benefit plan, agreement, policy or arrangement maintained by the Company or
any of its affiliates; (3) cancelling any award (whether cash- or equity-based) or portion thereof
previously granted to the Covered Individual; or (4) any combination of the foregoing.
No-Fault Basis. This Policy applies on a no-fault basis, and Covered Individuals will be subject
to recovery under this Policy without regard to their personal culpability.
Other Company Arrangements. This Policy shall be in addition to, and not in lieu of, any other
clawback, recovery or recoupment policy maintained by the Company from time to time, as well
as any clawback, recovery or recoupment provision in any of the Company’s plans, awards or
individual agreements (including the clawback, recovery and recoupment provisions in the
Company’s equity award agreements) (collectively, “Other Company Arrangement”) and any
other rights or remedies available to the Company, including termination of employment;
provided, however, that there is no intention to, nor shall there be, any duplicative recoupment of
the same compensation under more than one policy, plan, award or agreement. In addition, no
Other Company Arrangement shall serve to restrict the scope or the recoverability of
Erroneously Awarded Compensation under this Policy or in any way limit recovery in compliance
with the Clawback Rules.
No Indemnification. Notwithstanding anything to the contrary set forth in any policy,
arrangement, articles of incorporation or other constitutional document or plan of the Company
or any individual agreement between a Covered Individual and the Company or any of its
affiliates, no Covered Individual shall be entitled to indemnification from the Company or any of
its affiliates for the amount that is or may be recovered by the Company pursuant to this Policy;
provided, however, that to the extent expense advancement or reimbursement is available to a
Covered Individual, this Policy shall not serve to prohibit such advancement or reimbursement.
Administration; Interpretation. The Committee shall interpret and construe this Policy
consistent with the Clawback Rules and applicable laws and regulations and shall make all
determinations necessary, appropriate or advisable for the administration of this Policy. Any
determinations made by the Committee shall be final, binding and conclusive on all affected
individuals. As required by the Clawback Rules, the Company shall provide public disclosures
related to this Policy and any applicable recoveries of Erroneously Awarded Compensation. To
the extent this Policy conflicts, or is inconsistent, with the Clawback Rules, the Clawback Rules
shall govern. In no event is this Policy intended to be broader than, or require recoupment in
addition to, that required pursuant to the Clawback Rules.
Amendment or Termination of this Policy. The Board reserves the right to amend this Policy
at any time and for any reason, subject to applicable law and the Clawback Rules. To the extent
that the Clawback Rules cease to be in force or cease to apply to the Company, this Policy shall
also cease to be in force.
Approved and Adopted: November 8, 2024
COVERED INDIVIDUAL ACKNOWLEDGMENT
I, [INSERT NAME], acknowledge that I have received a copy of the Sunrise Communications AG
Dodd-Frank Clawback Policy (the “Policy”) and the applicable provisions of The Nasdaq Stock
Market LLC Listing Rules (the “Clawback Rules”), and that I have read and understood the
Policy and the Clawback Rules. I further understand that the Policy applies to my Incentive-
Based Compensation, as defined in the Clawback Rules, and that I agree to take all actions
necessary to assist the Company in complying with the Policy and the Clawback Rules.
COVERED INDIVIDUAL
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Name:
Date:
Appendix A
Clawback Rules
5608. Recovery of Erroneously Awarded Compensation
(a)Preamble. As required by SEC Rule 10D-1, this Rule 5608 requires Companies to
adopt a compensation recovery policy, comply with that policy, and provide the compensation
recovery policy disclosures required by this rule and in the applicable Commission filings.
(b)Recovery of Erroneously Awarded Compensation. Each Company must:
(1) Adopt and comply with a written policy providing that the Company will recover reasonably
promptly the amount of erroneously awarded incentive-based compensation in the event that
the Company is required to prepare an accounting restatement due to the material
noncompliance of the Company with any financial reporting requirement under the securities
laws, including any required accounting restatement to correct an error in previously issued
financial statements that is material to the previously issued financial statements, or that
would result in a material misstatement if the error were corrected in the current period or left
uncorrected in the current period.
(i) The Company’s recovery policy must apply to all incentive-based compensation
received by a person:
(A)After beginning service as an executive officer;
(B)Who served as an executive officer at any time during the performance period
for that incentive-based compensation;
(C)While the Company has a class of securities listed on a national securities
exchange or a national securities association; and
(D)During the three completed fiscal years immediately preceding the date that the
Company is required to prepare an accounting restatement as described in paragraph
(b)(1) of this Rule. In addition to these last three completed fiscal years, the recovery
policy must apply to any transition period (that results from a change in the Company’s
fiscal year) within or immediately following those three completed fiscal years. However,
a transition period between the last day of the Company’s previous fiscal year end and
the first day of its new fiscal year that comprises a period of nine to 12 months would be
deemed a completed fiscal year. A Company’s obligation to recover erroneously
awarded compensation is not dependent on if or when the restated financial statements
are filed.
(ii) For purposes of determining the relevant recovery period, the date that a Company is
required to prepare an accounting restatement as described in paragraph (b)(1) of this
Rule is the earlier to occur of:
(A) The date the Company’s board of directors, a committee of the board of directors, or
the officer or officers of the Company authorized to take such action if board action is not
required, concludes, or reasonably should have concluded, that the Company is required
to prepare an accounting restatement as described in paragraph (b)(1) of this Rule; or
(B) The date a court, regulator, or other legally authorized body directs the Company to
prepare an accounting restatement as described in paragraph (b)(1) of this Rule.
(iii) The amount of incentive-based compensation that must be subject to the Company’s
recovery policy (“erroneously awarded compensation”) is the amount of incentive-based
compensation received that exceeds the amount of incentive-based compensation that
otherwise would have been received had it been determined based on the restated
amounts, and must be computed without regard to any taxes paid. For incentive-based
compensation based on stock price or total shareholder return, where the amount of
erroneously awarded compensation is not subject to mathematical recalculation directly
from the information in an accounting restatement:
(A)The amount must be based on a reasonable estimate of the effect of the
accounting restatement on the stock price or total shareholder return upon which the
incentive-based compensation was received; and
(B)The Company must maintain documentation of the determination of that
reasonable estimate and provide such documentation to Nasdaq.
(iv) The Company must recover erroneously awarded compensation in compliance with its
recovery policy except to the extent that the conditions of paragraphs (b)(1)(iv)(A), (B), or
(C) of this Rule are met, and the Company’s Compensation Committee, or in the absence
of such a committee, a majority of the independent directors serving on the board, has
made a determination that recovery would be impracticable.
(A)The direct expense paid to a third party to assist in enforcing the policy would
exceed the amount to be recovered. Before concluding that it would be impracticable to
recover any amount of erroneously awarded compensation based on expense of
enforcement, the Company must make a reasonable attempt to recover such
erroneously awarded compensation, document such reasonable attempt(s) to recover,
and provide that documentation to Nasdaq.
(B)Recovery would violate home country law where that law was adopted prior to
November 28, 2022. Before concluding that it would be impracticable to recover any
amount of erroneously awarded compensation based on violation of home country law,
the Company must obtain an opinion of home country counsel, acceptable to Nasdaq,
that recovery would result in such a violation, and must provide such opinion to Nasdaq.
(C)Recovery would likely cause an otherwise tax-qualified retirement plan, under
which benefits are broadly available to employees of the registrant, to fail to meet the
requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
(v) The Company is prohibited from indemnifying any executive officer or former executive
officer against the loss of erroneously awarded compensation.
(2) File all disclosures with respect to such recovery policy in accordance with the
requirements of the Federal securities laws, including the disclosure required by
the applicable Commission filings.
(c) General Exemptions. The requirements of this Rule 5608 do not apply to the listing of:
(1)Any security issued by a unit investment trust, as defined in 15 U.S.C. 80a-4(2); and
(2)Any security issued by a management company, as defined in 15 U.S.C. 80a-4(3), that
is registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8), if such
management company has not awarded incentive-based compensation to any executive officer
of the company in any of the last three fiscal years, or in the case of a company that has been
listed for less than three fiscal years, since the listing of the company.
(d) Definitions. Unless the context otherwise requires, the following definitions apply for
purposes of this Rule 5608 (and only for purposes of this Rule 5608):
Executive Officer. An executive officer is the Company’s president, principal financial officer,
principal accounting officer (or if there is no such accounting officer, the controller), any vice-
president of the Company in charge of a principal business unit, division, or function (such as
sales, administration, or finance), any other officer who performs a policy-making function, or
any other person who performs similar policy-making functions for the Company. Executive
officers of the Company’s parent(s) or subsidiaries are deemed executive officers of the
Company if they perform such policy making functions for the Company. In addition, when the
Company is a limited partnership, officers or employees of the general partner(s) who perform
policy-making functions for the limited partnership are deemed officers of the limited
partnership. When the Company is a trust, officers, or employees of the trustee(s) who perform
policy-making functions for the trust are deemed officers of the trust. Policy-making function is
not intended to include policy-making functions that are not significant. Identification of an
executive officer for purposes of this Rule would include at a minimum executive officers
identified pursuant to 17 CFR 229.401(b).
Financial Reporting Measures. Financial reporting measures are measures that are determined
and presented in accordance with the accounting principles used in preparing the Company’s
financial statements, and any measures that are derived wholly or in part from such measures.
Stock price and total shareholder return are also financial reporting measures. A financial
reporting measure need not be presented within the financial statements or included in a filing
with the Commission.
Incentive-Based Compensation. Incentive-based compensation is any compensation that is
granted, earned, or vested based wholly or in part upon the attainment of a financial reporting
measure.
Received. Incentive-based compensation is deemed received in the Company’s fiscal period
during which the financial reporting measure specified in the incentive-based compensation
award is attained, even if the payment or grant of the incentive-based compensation occurs
after the end of that period.
(e) Effective Date. Each Company is required to (i) adopt a policy governing the recovery of
erroneously awarded compensation as required by this rule no later than 60 days following
October 2, 2023, (ii) comply with its recovery policy for all incentive-based compensation
received (as such term is defined in Rule 5608(d)) by executive officers on or after October 2,
2023, and (iii) provide the disclosures required by this rule and in the applicable Commission
filings on or after October 2, 2023. Notwithstanding the look-back requirement in Rule
5608(b)(1)(i)(D), a Company is only required to apply the recovery policy to incentive-based
compensation received on or after October 2, 2023.
Amended Oct. 2, 2023 (SR-NASDAQ-2023-00