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Submission of Matters to a Vote of Security

The Annual Meeting of Stockholders (the Annual Meeting) of Zayo Group Holdings, Inc. (the Company) was held on November 2, 2015.At the Annual Meeting, the stockholders (i) elected the three directors named in the proxy statement for a term expiring at the Companys annual meeting in 2018, (ii) ratified KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending June 30, 2016, (iii) approved an advisory resolution on executive compensation, and (iv) indicated their preference that future advisory votes on executive compensation be held annually.

The final results of voting on each of the matters submitted to vote are as follows:

(1)

Election of Directors:

FOR

WITHHELD

BROKER NON-VOTES

Daniel Caruso

221,192,454

241,380

5,362,404

Don...


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