Summary of VIRGIN MEDIA INC.

Entry into a Material Definitive Agreement, Material Modification to Rights of

Item 1.01. Entry into a Material Definitive Agreement.

On February 5, 2013, Virgin Media Inc., a Delaware corporation ("Virgin Media" or the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Liberty Global, Inc., a Delaware corporation ("Liberty Global"), Lynx Europe Limited, a private limited company incorporated under English law and a wholly-owned subsidiary of Liberty Global ("UK Holdco"), Lynx US MergerCo 1 LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Liberty Global ("Lynx Merger Sub 1"), Lynx US MergerCo 2 LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Lynx Merger Sub 1 ("Lynx Merger Sub 2"), Viper US MergerCo 1 LLC, a Delaware limited liability company and an indirectly wholly-owned Subsidiary of UK Holdco ("Viper Merger Sub 1") and Viper US MergerCo 2 LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Viper Merger Sub 1 ("Viper Merger Sub 2" and, together with Lynx Merger Sub 1, Lynx Merger Sub 2 and Viper Merger Sub 1, the "Merger Subs").

The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, following the contribution of Lynx Merger Sub 1 to the capital of UK Holdco and the re-registration of UK Holdco as a public limited company under the UK Companies Act, (i) Viper Merger Sub 2 shall be merged (the "First Virgin Media Merger") with and into Virgin Media, and Virgin Media, as the surviving entity of that merger, shall subsequently be merged with and into Viper Merger Sub 1, with Viper Merger Sub 1 as the surviving entity (together with the First Virgin Media Merger, the "Virgin Media Mergers") and
(ii) Lynx Merger Sub 2 shall be merged (the "First Liberty Global Merger") with and into Liberty Global, and Liberty Global, as the surviving entity of that merger, shall subsequently be merged with and into Lynx Merger Sub 1, with Lynx Merger Sub 1 as the surviving entity (together with the First Liberty Global Merger, the "Liberty Global Mergers" and, together with the Virgin Media Mergers, the "Mergers"). The surviving entities will, upon completion of the Mergers, be wholly-owned subsidiaries of UK Holdco. As a result of the transactions contemplated by the Merger Agreement, both Virgin Media and Liberty Global will become subsidiaries of UK Holdco.

The Merger Agreement

At the effective time of the First Virgin Media Merger and as a result of the First Virgin Media Merger, each share of Virgin Media common stock issued and outstanding immediately prior to the effective time of the First Virgin Media Merger will be converted into the right to receive (i) $17.50 in cash, without interest, (ii) 0.2582 of a Class A Ordinary Share of UK Holdco and (iii) 0.1928 of a Class C Ordinary Share of UK Holdco (together with cash in lieu of fractional Class A Ordinary Shares and Class C Ordinary Shares of UK Holdco). At the effective time of the First Liberty Global Merger and as a result of the First Liberty Global Merger, (i) each share of Liberty Global Series A common stock will be converted into the right to receive one Class A Ordinary Share of UK Holdco, (ii) each share of Liberty Global Series B common stock will be converted into the right to receive one Class B Ordinary Share of UK Holdco and
(iii) each share of Liberty Global Series C common stock will be converted into the right to receive one Class C Ordinary Share of UK Holdco. Each Class A Ordinary Share of UK Holdco will have one vote and each Class B Ordinary Share of UK Holdco will have ten votes. Class C Ordinary Shares of UK Holdco will not have voting rights, except as required by law.

With effect from the effective time of the First Virgin Media Merger, Liberty Global will select (i) one current independent member of the board of directors of Virgin Media (the "Virgin Media Board") for appointment as a member of the board of directors of UK Holdco and (ii) one UK-resident member of the Virgin Media Board to be a member of a UK Advisory Board that Liberty Global intends to cause UK Holdco to establish.

Liberty Global and Virgin Media have made customary representations, warranties and covenants in the Merger Agreement. In particular the Merger Agreement requires that Virgin Media and Liberty Global conduct their respective businesses in the ordinary course and in material compliance with all material laws and governmental authorizations during the interim period between the date of the execution of the Merger Agreement and the effective time of the Mergers. In addition, the Merger Agreement imposes restrictions on the ability of Virgin Media to engage in specified types of transactions, and from taking specified actions, without Liberty Global's consent, subject to exceptions described in the Merger Agreement. The Merger Agreement prohibits Liberty Global from taking actions that would be reasonably expected to prevent or materially delay the receipt of any approval or clearance required in connection with the Mergers and the other transactions contemplated by the Merger Agreement. Liberty Global is also restricted from taking other specified significant actions, subject to exceptions described in the Merger Agreement, without Virgin Media's consent.

Table of Contents

The Merger Agreement prohibits Virgin Media from soliciting, negotiating or providing confidential information in connection with an alternative acquisition proposal. However, Virgin Media may engage in negotiations and provide confidential information in response to certain bona fide written proposals (a "Bona Fide Proposal") which the Virgin Media Board determines in good faith constitute or could reasonably be expected to lead to a Company Superior Proposal (as defined in the Merger Agreement). In addition, Virgin Media may terminate the Merger Agreement to enter into an agreement with a third party who, in the first 30 business days following the date of the Merger Agreement, has made a Bona Fide Proposal that the Virgin Media Board believes in good faith constitutes or is reasonably expected to lead to a Company Superior Proposal (an "Excluded Party") and subsequently makes a Company Superior Proposal which is accepted by Virgin Media after offering Liberty Global an opportunity to match, as described in the Merger Agreement. In this case Virgin Media would be required to pay a $235,000,000 termination fee. However, Virgin Media may not terminate the Merger Agreement to enter into a transaction with any party who is not an Excluded Party, and such other parties may only enter into a merger agreement with Virgin Media if the present Merger Agreement is terminated, such as a result of the failure of Virgin Media stockholders to vote in favor of the adoption of the Merger Agreement. If the Virgin Media stockholders do not vote in favor of the adoption of the Merger Agreement at the Virgin Media stockholders meeting and a proposal to acquire Virgin Media was publicly known and not withdrawn at that time, Virgin Media will be required to pay a $470,000,000 termination fee if it effects another sale or merger transaction with a third party within six months after termination of the Merger Agreement, unless such transaction is with an Excluded Party, in which case the termination fee would be $235,000,000.

The Merger Agreement requires both Virgin Media and Liberty Global to cause meetings of their respective stockholders to be held to consider the approval and adoption of the Merger Agreement and certain related matters, and, subject to exceptions described in the Merger Agreement, to recommend to their respective stockholders that they vote in favor of the approval and adoption of the Merger Agreement and such other matters.

In addition, Liberty Global, UK Holdco and each of the Merger Subs have made additional customary covenants including their covenant to use their reasonable best efforts to obtain the proceeds of financing described in certain financing agreements entered into by them in connection with the execution of the Merger Agreement, with the assistance and cooperation of Virgin Media. The consummation of the Mergers is not subject to any condition relating to the receipt of financing.

The obligation of each of the parties to the Merger Agreement to consummate the Mergers and the other transactions contemplated by the Merger Agreement is subject to certain customary conditions, including:

(i) the adoption and approval of the Merger Agreement at a Liberty Global stockholder meeting by holders of a majority of the voting power of the outstanding shares of Liberty Global common stock entitled to vote thereon,

(ii) the adoption and approval of the Merger Agreement at a Virgin Media stockholder meeting by holders of a majority of the outstanding shares of Virgin Media common stock,

(iii) there being no law or order prohibiting the consummation of the transactions contemplated by the Merger Agreement having been enacted or issued by any court or governmental authority with competent jurisdiction,

(iv) certain regulatory and antitrust approvals (including clearance of the transactions contemplated by the Merger Agreement by the European Commission or . . .

Item 3.03. Material Modification to the Rights of Security Holders.

On February 5, 2013, prior to the execution of the Merger Agreement, the board of directors of the Company approved certain amendments to the Rights Agreement, dated as of March 25, 2004 (as amended, the "Rights Agreement"), between the Company and Computershare Shareowner Services LLC (successor to The Bank of New York Mellon), as Rights Agent (the "Rights Agent"), in the form of Amendment No. 4 to the Rights Agreement (the "Amendment"). As a result of the approval of the Amendment by the Company's board of directors, the Amendment has been executed by the Company and the Rights Agent.

The Amendment exempts the Merger Agreement and the transactions contemplated thereby from the application of the Rights Agreement as set forth in the Amendment. Specifically, the Amendment, among other things, provides that none of (i) the approval, execution, delivery or performance of the Merger Agreement,
(ii) the consummation of the Mergers, (iii) the consummation of any other transaction contemplated in the Merger Agreement, including, without limitation, the exchange of common stock of the Company for cash and equity securities of UK Holdco pursuant to the Merger Agreement, or (iv) the public announcement of any of the foregoing, shall cause Liberty Global, UK Holdco, the Merger Subs or any of their respective affiliates to become or be deemed to be an "Acquiring Person" or "Interested Stockholder" (each as defined in the Rights Agreement) or cause a "Shares Acquisition Date" or "Distribution Date" (each as defined in the Rights Agreement) to occur or be deemed to have occurred. The Amendment also provides that the Rights (as defined in the Rights Agreement) will expire upon the earlier of (x) the effective time of the First Virgin Media Merger and
(y) the close of business on March 2, 2014, if the Rights have not otherwise been redeemed or exchanged.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 4.1 hereto and incorporated herein by reference.

Forward-Looking Statements

Various statements contained or incorporated by reference in this document constitute "forward-looking statements", both with respect to the Company and its industry, that reflect the Company's current views with respect to future events and financial performance Words like "believe", "anticipate", "should", "intend", "plan", "will", "expects", "may", "estimates", "projects", "positioned", "strategy", and similar expressions identify these forward-looking statements, which involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements or budgeted, whether expressed or implied, by these forward-looking statements.

These factors include the following factors relating to the proposed transaction:

� The ability to obtain governmental and regulatory approvals of the transaction on a timely basis;

� Failure to realize the anticipated benefits and synergies of the transaction, including as a result of a delay in completing the transaction or an increase in costs associated with integration or a delay or difficulty in integrating the businesses of Virgin Media and Liberty Global;

� Limitation on the ability of UK Holdco, Liberty Global and/or Virgin Media to incur new debt in connection with the transaction;

� Any disruption from the proposed transaction making it more difficult to maintain relationships with customers, employees or suppliers;

� The outcome of litigation which may arise in connection with the transaction;

Table of Contents

� Failure to receive the approval of the stockholders of either Liberty Global or Virgin Media for the transaction; and

� The impact of legislative, regulatory and competitive changes and other risk factors relating to the industry in which Virgin Media and Liberty Global operate, as detailed from time to time in the reports of Virgin Media and Liberty Global filed with the SEC.

In addition, factors relating to the ordinary course operation of the Company's business are discussed under "Risk Factors" and elsewhere in the Company's annual report on Form 10-K for the year ended December 31, 2012, or the 2012 Annual Report, as filed with the U.S. Securities and Exchange Commission, or SEC, on February 7, 2013. The Company assumes no obligation to update its forward-looking statements to reflect actual results, changes in assumptions or changes in factors affecting these statements. The Company cautions that the foregoing list of important factors that that may affect future results is not exhaustive.

Additional Information

This document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. UK Holdco will file a registration statement with the SEC, which will include a joint proxy statement of Virgin Media and Liberty Global. VIRGIN MEDIA STOCKHOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT/JOINT PROXY STATEMENT WHEN IT BECOMES AVAILABLE (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors may obtain a free copy of the registration statement/joint proxy statement (when it becomes available) and other relevant documents filed by Liberty Global and Virgin Media with the SEC at the SEC's Web site at http://www.sec.gov. The joint proxy statement and such other documents filed by Virgin Media with the SEC may also be obtained for free from the Investor Relations section of Virgin Media's web site (www.virginmedia.com) or by directing a request to Virgin Media Limited, Communications House, Bartley Wood Business Park, Bartley Way, Hook, RG27 9UP, United Kingdom, Attention: Investor Relations. Copies of documents filed by Liberty Global with the SEC may also be obtained for free from the Investor Relations section of Liberty Global's website (www.lgi.com) or by directing a request to Liberty Global, 12300 Liberty Boulevard, Englewood, Colorado 80112, Attention: Investor Relations.

Virgin Media and Liberty Global and their respective directors, executive officers and other members of their respective management and employees are deemed to be participants in the solicitation of proxies from their respective stockholders in connection with the proposed transaction. Information concerning the interests of Virgin Media's participants in the solicitation, which may be different than those of Virgin Media's stockholders generally, is set forth in Virgin Media's proxy statement relating to its 2012 annual meeting of stockholders filed with the SEC on April 30, 2012. Information concerning the interests of Liberty Global's participants in the solicitation, which may be different than those of Liberty Global's stockholders generally, is set forth in Liberty Global's proxy statement relating to its 2012 annual meeting of stockholders filed with the SEC on April 27, 2012. Additional information regarding the interests of those deemed participants in the proposed transaction will be included in the registration statement/joint proxy statement to be filed with the SEC in connection with the proposed transaction.