Common use of Specific Accounting Treatments applicable to the Vodafone Completion Statement Clause in Contracts

Specific Accounting Treatments applicable to the Vodafone Completion Statement. 2.1 The Vodafone Completion Statement shall be prepared so that the following items shall be included in the Vodafone Completion Statement and Completion Balance Sheet as Vodafone Debt: (A) Provisions for legal claims, including the provision relating to the claim made by Intrum Justitia Nederland; (B) Restructuring provisions, including any related onerous lease provisions; (C) Cash collateralised bank guarantees; (D) The liability in respect of home copy storage commissions relating to handheld devices sold (‘Thuiskopieheffing’ cash); (E) Unpaid declared dividends (accrued or otherwise); (F) Unpaid costs incurred relating to the transactions contemplated by this Agreement to be borne by the relevant Seller; (G) Transaction bonuses payable as a result of the transactions contemplated by this Agreement; (H) Assets and liabilities in respect of corporate income tax (other than deferred tax assets or deferred tax liabilities or other amounts classified as “Other” under paragraph 1.10(F) of this Part B or paragraph 2.2 of this Part B); and (I) Liabilities for capital lease obligations. 2.2 The following item shall be included in the Vodafone Completion Statement and Completion Balance Sheet as “Other” and excluded from Vodafone Debt and Vodafone Working Capital: any amount in respect of corporate income tax attributable to the activities of a Vodafone Target Company that, prior to Completion, is a member of the Vodafone Fiscal Unity (as defined in the Tax Covenant) to the extent that such amount is, in accordance with the relevant Accounting Principles, treated as an addition to the equity of that Vodafone Target Company (for example, as additional paid in capital) by virtue of such amount being borne by a person other than that Vodafone Target Company.

Specific Accounting Treatments applicable to the Vodafone Completion Statement. 2.1 The Vodafone Completion Statement shall be prepared so that the following items shall be included in the Vodafone Completion Statement and Completion Balance Sheet as Vodafone Debt: (A) Provisions for legal claims, including the provision relating to the claim made by Intrum Justitia Nederland; (B) Restructuring provisions, including any related onerous lease provisions, other than the costs of redundancies of employees of the Vodafone Target Group in connection with the formation of the joint venture pursuant to this Agreement, which will be classified as ‘Other’ and excluded from Vodafone Debt and Vodafone Working Capital; (C) Cash collateralised bank guarantees; (D) The liability in respect of home copy storage commissions relating to handheld devices sold (‘Thuiskopieheffing’ cash); (E) Unpaid declared dividends (accrued or otherwise); (F) Unpaid costs incurred relating to the transactions contemplated by this Agreement to be borne by the relevant Seller; (G) Transaction bonuses payable as a result of the transactions contemplated by this Agreement; (H) Assets and liabilities in respect of corporate income tax (other than deferred tax assets or deferred tax liabilities or other amounts classified as “Other” under paragraph 1.10(F) of this Part B or paragraph 2.2 of this Part B); and (I) Liabilities for capital lease obligations. 2.2 The following item shall be included in the Vodafone Completion Statement and Completion Balance Sheet as “Other” and excluded from Vodafone Debt and Vodafone Working Capital: any amount in respect of corporate income tax attributable to the activities of a Vodafone Target Company that, prior to Completion, is a member of the Vodafone Fiscal Unity (as defined in the Tax Covenant) to the extent that such amount is, in accordance with the relevant Accounting Principles, treated as an addition to the equity of that Vodafone Target Company (for example, as additional paid in capital) by virtue of such amount being borne by a person other than that Vodafone Target Company. 2.3 In relation to the Thuis Disposal (the adjustments described below in sub-paragraphs (A) to (D) being collectively the “Thuis Adjustments”): (A) Vodafone Net Debt shall be decreased (made more negative) by an amount equal to the Base Purchase Price of €5.0 million (as defined in the Thuis SPA); (B) Vodafone Net Debt and Vodafone Working Capital shall exclude any receivables in respect of deferred consideration payable to the Vodafone Target Group under the Thuis SPA; (C) Vodafone Net Debt shall be increased (made less negative) by an amount equal to the reasonably and properly incurred third party costs and expenses relating to the Thuis Disposal (including the fees of NautaDutilh N.V. and Ernst & Young LLP but excluding any other costs and expenses relating to financial advisory or corporate finance advisory services) paid or validly accrued prior to Completion by the Vodafone Target Group, Project Jaguar B.V. or the Vodafone Retained Group, together with (without double counting) any such costs and expenses that are paid or validly accrued after Completion by the Vodafone Retained Group prior to the Completion Statements Date (and for these purposes any such costs and expenses shall be deemed for the purposes of paragraph 1.8 of Part B of Schedule 10 to be an adjusting event that existed at the Completion Date); and (D) Vodafone Net Debt shall be increased (made less negative) by an amount equal to the retention and appreciation bonuses paid or validly accrued prior to Completion by any member of the Vodafone Target Group, Project Jaguar B.V. or any member of the Vodafone Retained Group relating to the Thuis Disposal, subject to a maximum amount of €178,443. 2.4 Subject to paragraph 2.3 above, Vodafone Net Debt and Vodafone Working Capital shall not include any amount payable or receivable by the Vodafone Target Company under the Thuis SPA, including any payable or receivable by the Vodafone Target Company under clause 3.6 (Payment of the adjustment amount after closing) of the Thuis SPA, whether the amount is a receivable or payable for Vodafone Target Company.