On December 28, 2012, Primus Telecommunications Group, Incorporated (the "Company") provided to applicable parties notice of adjustments to certain terms of (i) the Company's Class A Warrants (the "Class A Warrants") to purchase shares of the Company's common stock, which are divided into three separate series (Class A-1, A-2 and A-3 Warrants) and were issued pursuant to that certain Class A Warrant Agreement, dated as of July 1, 2009 (the "Class A Warrant Agreement"), (ii) the Company's Class B Warrants (the "Class B Warrants") to purchase shares of the Company's common stock, which were issued pursuant to that certain Class B Warrant Agreement, dated as of July 1, 2009 (the "Class B Warrant Agreement"), and (iii) the Company's Contingent Value Rights (the "CVRs") to receive shares of the Company's common stock under specific circumstances, which were issued pursuant to that certain Contingent Value Rights Distribution Agreement, effective as of July 1, 2009 (the "CVR Agreement").

The adjustments were made as a result of the Company's previously announced special cash dividend (the "Dividend") of $0.50 per share on all issued and outstanding Company common stock, which will be paid on December 28, 2012 to holders of record of the Company common stock as of the close of business on December 21, 2012 (the "Record Date"). The Dividend triggered certain antidilution adjustment provisions in the Class A Warrant Agreement, the Class B Warrant Agreement and the CVR Agreement.

Class A Warrant Adjustments

Effective immediately prior to the opening of business on December 24, 2012, the
following adjustments were made with respect to the Class A Warrants outstanding
as of such effective time pursuant to the Class A Warrant Agreement:



                                                                            Adjusted
                                                             Shares          Shares
                                             Adjusted       Issuable        Issuable
                              Exercise       Exercise         upon            upon
        Warrant                Price          Price         Exercise        Exercise
        Class A-1 Warrants   $     9.34     $     8.91       1,307,201       1,370,658
        Class A-2 Warrants   $    12.63     $    12.05       1,308,760       1,372,293
        Class A-3 Warrants   $    15.66     $    14.93       1,308,760       1,372,293

The lower number of shares of the Company's common stock issuable with respect to the Class A-1 Warrants reflects the issuance by the Company, prior to the effective date of adjustment, of shares of its common stock to holders who have exercised their Class A-1 Warrants.

The Company has provided notice of such adjustments in accordance with the Class A Warrant Agreement.

Class B Warrant Adjustments

Effective immediately prior to the opening of business on December 24, 2012, pursuant to the Class B Warrant Agreement, (i) the exercise price with respect to the Class B Warrants outstanding as of such effective time was adjusted downward from $19.88 to $18.96 and (ii) the number of shares issuable upon exercise of such Class B Warrants was adjusted upward from 1,963,139 to 2,058,438. The Company has provided notice of such adjustments in accordance with the Class B Warrant Agreement.

Effective immediately after the Record Date, pursuant to the CVR Agreement,
(i) the strike price with respect to the CVRs was adjusted downward from $27.47 to $26.20 and (ii) the maximum number of shares of Company common stock issuable with respect to the CVRs was adjusted upward from 3,487,842 to 3,657,157. The Company has provided notice of such adjustments to the registered holders of the CVRs.

A copy of each of the Class A Warrant Agreement and the Class B Warrant Agreement is attached as an exhibit to the Company's Current Report on Form 8-K filed on July 1, 2009. A copy of the CVR Agreement is attached as an exhibit to the Company's Registration Statement on Form 8-A filed on July 1, 2009.