BASE PROSPECTUS GLOBAL SWITCH HOLDINGS LIMITED (incorporated with limited liability in the British Virgin Islands) €1,000,000,000 Euro Medium Term Note Programme unconditionally and irrevocably guaranteed by certain subsidiaries of Global Switch Holdings Limited

Under this €1,000,000,000 Euro Medium Term Note Programme (the Programme), Global Switch Holdings Limited (the Issuer) may from time to time issue notes (the Notes) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). The payments of all amounts due in respect of the Notes will be unconditionally and irrevocably guaranteed on a joint and several basis by the Guarantors. References in this Base Prospectus to the Guarantors are references to Brookset 20 Limited, Global Switch Coöperatief U.A., ICT Centre Holding B.V., ICT Centre France B.V., Global Switch PropertyHolding B.V., Global Switch Amsterdam B.V., Global Switch Amsterdam Property B.V., Global Switch Australia Holdings Pty Limited, Global Switch Property (Australia) Pty Limited, Global Switch Australia Pty Limited, Global Switch Property Pty Limited, Global Switch Singapore Holdings Pte Limited, Global Switch (Property) Singapore Pte Limited, Global Switch (France) Holding SAS, Global Switch (Paris) SAS, Global Switch Limited, Global Switch Estates 1 Limited and Global Switch Estates 2 Limited (the Original Guarantors) and each (if any) additional guarantor (each an Additional Guarantor) as described under “Terms and Conditions of the Notes—Covenants” but shall not include any Subsidiary of the Issuer which ceases to be a Guarantor of the relevant Series (as defined herein) of Notes after the relevant Issue Date, all as described under “Terms and Conditions of the Notes—Status of the Notes and the Notes Guarantee”. The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €1,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Overview” and any additional Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see “Risk Factors”. This Base Prospectus has been approved by the Central Bank of Ireland, as competent authority under the Prospectus Directive (as defined below). The Central Bank of Ireland only approves this Base Prospectus as meeting the requirements imposed under Irish and European Union (EU) law pursuant to the Prospectus Directive. Such approval relates only to the Notes which are to be admitted to trading on a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive or MiFID) and/or which are to be offered to the public in any Member State of the European Economic Area. Application has been made to the Irish Stock Exchange for Notes issued under the Programme (other than Exempt Notes (as defined below)) to be admitted to the official list of the Irish Stock Exchange (the Official List) and to trading on its regulated market (the Main Securities Market). The Main Securities Market is a regulated market for the purposes of MiFID. References in this Base Prospectus to Notes being listed (and all related references) shall mean that the Notes have been admitted to the Official List and to trading on the Main Securities Market. The requirement to publish a prospectus under the Prospectus Directive (as defined under “Important Notice” below) only applies to Notes which are to be admitted to trading on a regulated market in the European Economic Area and/or offered to the public in the European Economic Area other than in circumstances where an exemption is available under Article 3.2 of the Prospectus Directive (as implemented in the relevant Member State(s)). References in this Base Prospectus to Exempt Notes are to Notes for which no prospectus is required to be published under the Prospectus Directive. The Central Bank of Ireland has neither approved nor reviewed information contained in this Base Prospectus in connection with Exempt Notes. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will (other than in the case of Exempt Notes, as defined above) be set out in a final terms document (the Final Terms) which will be filed with the Central Bank of Ireland on or before the issue of the Notes of such Tranche. Copies of Final Terms in relation to Notes to be listed on the Irish Stock Exchange will also be published on the website of the Central Bank of Ireland at http://www.centralbank.ie/regulation/securities- markets/prospectus/Pages/approvedprospectus.aspx and on the website of the Irish Stock Exchange at www.ise.ie.InthecaseofExempt Notes, notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche will be set out in a pricing supplement document (the Pricing Supplement). The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Issuer, the Original Guarantors and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. The Issuer has been rated Baa3 by Moody’s Investors Service Limited (Moody’s), BBB by Standard and Poor’s Credit Market Services Europe Limited (Standard and Poor’s) and BBB by Fitch Ratings Limited (Fitch). The Programme is expected to be rated BBB by Standard and Poor’s and has been rated BBB by Fitch. Each of Moody’s, Standard and Poor’s and Fitch is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such each of Moody’s, Standard and Poor’s and Fitch is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. Notes issued under the Programme may be rated or unrated by any one or more of the rating agencies referred to above. Where a Tranche of Notes is rated, such rating will be disclosed in the Final Terms (or Pricing Supplement, in the case of Exempt Notes) and will not necessarily be the same as the rating assigned, or expected to be assigned, to the Programme by the relevant rating agency. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

Arranger Barclays Dealers Barclays Credit Suisse Deutsche Bank Goldman Sachs International HSBC The date of this Base Prospectus is 3 December 2013.

IMPORTANT INFORMATION

This Base Prospectus comprises a base prospectus in respect of all Notes other than Exempt Notes issued under the Programme for the purposes of Article 5.4 of Directive 2003/71/EC as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area) (the Prospectus Directive).

The Issuer and each Original Guarantor accepts responsibility for the information contained in this Base Prospectus and the Final Terms or, as the case may be, the Pricing Supplement for each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuer and each Original Guarantor (each having taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference. This Base Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Base Prospectus.

Certain information identified as such in this Base Prospectus has been extracted from independent sources identified in this Base Prospectus. Where such information occurs in this Base Prospectus, the sources have been identified. Each of the Issuer and each Guarantor confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by the specified sources, no facts have been omitted which would render the reproduced information inaccurate or misleading. See “Industry Overview” and “Description of the Issuer”.

Neither the Dealers nor the Trustee (as defined below) have independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers or the Trustee as to the accuracy or completeness of the information contained or incorporated in this Base Prospectus or any other information provided by the Issuer or the Original Guarantors in connection with the Programme. No Dealer or the Trustee accepts any liability in relation to the information contained or incorporated by reference in this Base Prospectus or any other information provided by the Issuer or the Original Guarantors in connection with the Programme.

No person is or has been authorised by the Issuer, the Original Guarantors or the Trustee to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Original Guarantors, any of the Dealers or the Trustee.

Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer, the Original Guarantors, any of the Dealers or the Trustee that any recipient of this Base Prospectus or any other information supplied in connection with the Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and/or each Original Guarantor. Neither this Base Prospectus nor any other information supplied in connection with the Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of the Issuer or the Original Guarantors, any of the Dealers or the Trustee to any person to subscribe for or to purchase any Notes.

Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any circumstances imply that the information contained herein concerning the Issuer and/or any Original Guarantor is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers and the Trustee expressly do not undertake to review the financial condition or affairs of the Issuer or the Original Guarantors during the life of the Programme or to advise any investor in the Notes of any information coming to their attention.

1 IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS AND OFFERS OF NOTES GENERALLY

This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuer, the Original Guarantors, the Dealers and the Trustee do not represent that this Base Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Original Guarantors, the Dealers or the Trustee which is intended to permit a public offering of any Notes or distribution of this Base Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Base Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Base Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale of Notes in the United States, the European Economic Area (including the United Kingdom, The Netherlands and France), Japan, Singapore and Australia, see “Subscription and Sale”.

This Base Prospectus has been prepared on a basis that would permit an offer of Notes with a denomination of less than €100,000 (or its equivalent in any other currency) only in circumstances where there is an exemption from the obligation under the Prospectus Directive to publish a prospectus. As a result, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State) must be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to make an offer of Notes in that Relevant Member State may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer have authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer.

The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor may wish to consider, either on its own or with the help of its financial and other professional advisers, whether it: (i) has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Base Prospectus or any applicable supplement; (ii) has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio; (iii) has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including Notes where the currency for principal or interest payments is different from the potential investor’s currency; (iv) understands thoroughly the terms of the Notes and is familiar with the behaviour of financial markets; and (v) is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

Legal investment considerations may restrict certain investments. The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules.

2 The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, (the Securities Act) and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (see “Subscription and Sale”).

PRESENTATION OF INFORMATION

In this Base Prospectus, all references to: • Global Switch or the Group refer to the Issuer and its subsidiaries; • U.S. dollars, U.S.$ and $ refer to United States dollars; •toSterling and £ refer to pounds sterling; • euro and € refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended; • SGD or SIN$ refer to the official currency of Singapore; • AUD or AUD$ refer to the official currency of Australia; and • HKD refer to the official currency of Hong Kong.

The language of this Base Prospectus is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

Some statements in this Base Prospectus may be deemed to be forward looking statements. Forward looking statements include statements concerning the Issuer’s and/or the Guarantors’ plans, objectives, goals, strategies, future operations and performance and the assumptions underlying these forward looking statements. When used in this Base Prospectus, the words “anticipates”, “estimates”, “expects”, “believes”, “intends”, “plans”, “aims”, “seeks”, “may”, “will”, “should” and any similar expressions generally identify forward looking statements. These forward looking statements are contained in the sections entitled “Risk Factors”, “Industry Overview”, “Description of the Issuer” and “Description of the Original Guarantors” and other sections of this Base Prospectus. The Issuer and the Guarantors have based these forward looking statements on the current view of their management with respect to future events and financial performance. Although each of the Issuer and the Guarantors believes that the expectations, estimates and projections reflected in its forward looking statements are reasonable as of the date of this Base Prospectus, if one or more of the risks or uncertainties materialise, including those identified below or which the Issuer and/or the Guarantors has otherwise identified in this Base Prospectus or if any of the Issuer’s and/or the Guarantors’ underlying assumptions prove to be incomplete or inaccurate, the Issuer’s and/or the Guarantors’ actual results of operation may vary from those expected, estimated or predicted.

Any forward looking statements contained in this Base Prospectus speak only as at the date of this Base Prospectus. Without prejudice to any requirements under applicable laws and regulations, each of the Issuer and the Guarantors expressly disclaims any obligation or undertaking to disseminate after the date of this Base Prospectus any updates or revisions to any forward looking statements contained herein to reflect any change in expectations thereof or any change in events, conditions or circumstances on which any such forward looking statement is based.

3 CONTENTS

Page Overview ...... 5 Risk Factors ...... 10 Form of the Notes ...... 27 Applicable Final Terms ...... 29 Applicable Pricing Supplement ...... 39 Terms and Conditions of the Notes ...... 49 Use of Proceeds ...... 79 Industry Overview ...... 80 Description of the Issuer ...... 84 Description of the Original Guarantors ...... 94 Description of the Notes Guarantee ...... 101 Taxation ...... 102 Subscription and Sale ...... 111 General Information ...... 115 Index to Financial Information ...... F-1

STABILISATION

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms or the applicable Pricing Supplement may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.

4 OVERVIEW

The following overview does not purport to be complete and is taken from, and is qualified in its entirety by, the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular Tranche of Notes, the applicable Final Terms (or, in the case of Exempt Notes, the applicable Pricing Supplement). The Issuer and any relevant Dealer may agree that Notes shall be issued in a form other than that contemplated in the Terms and Conditions, in which event, in the case of Notes other than Exempt Notes and, if appropriate, a supplement to the Base Prospectus or a new Prospectus will be published.

This Overview constitutes a general description of the Programme for the purposes of Article 22.5(3) of Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive (the Prospectus Regulation).

Words and expressions defined in “Form of the Notes” and “Terms and Conditions of the Notes” shall have the same meanings in this Overview.

Issuer: Global Switch Holdings Limited

Guarantors: Brookset 20 Limited Global Switch Coöperatief U.A. ICT Centre Holding B.V. ICT Centre France B.V. Global Switch PropertyHolding B.V. Global Switch Amsterdam B.V. Global Switch Amsterdam Property B.V. Global Switch Australia Holdings Pty Limited Global Switch Property (Australia) Pty Limited Global Switch Australia Pty Limited Global Switch Property Pty Limited Global Switch Singapore Holdings Pte Limited Global Switch (Property) Singapore Pte Limited Global Switch (France) Holding SAS Global Switch (Paris) SAS Global Switch Limited Global Switch Estates 1 Limited Global Switch Estates 2 Limited

(together, the Original Guarantors)

and each Additional Guarantor (if any) as defined under “Terms and Conditions of the Notes”.

In relation to each Series, any of the Original Guarantors or any Additional Guarantor may after the relevant Issue Date cease to be a guarantor, as described in Condition 2.3 of the Conditions of the Notes.

Certain limitations in respect of the Guarantors will be included in the Trust Deed and as more fully described under “Description of the Notes Guarantee”. In the event that an additional guarantor is added pursuant to Condition 3.4, any applicable limitations shall be set out in the relevant supplemental Trust Deed applicable to such Additional Guarantor.

Risk Factors: There are certain factors that may affect the Issuer’s ability to fulfil its obligations under Notes issued under the Programme. These are set out under “Risk Factors” below and include various business, operational, economic and industrial risks. In addition, there are certain factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme. These are set out under “Risk Factors” and include certain risks relating to the structure of particular Series of Notes and certain market risks.

5 Description: Euro Medium Term Note Programme

Arranger: Barclays Bank PLC

Dealers: Barclays Bank PLC Credit Suisse Securities (Europe) Limited Deutsche Bank AG, London Branch Goldman Sachs International HSBC Bank plc

and any other Dealers appointed in accordance with the Programme Agreement.

Certain Restrictions: Each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply will only be issued in circumstances which comply with such laws, guidelines, regulations, restrictions or reporting requirements from time to time (see “Subscription and Sale”) including the following restrictions applicable at the date of this Base Prospectus.

Notes having a maturity of less than one year

Notes having a maturity of less than one year will, if the proceeds of the issue are accepted in the United Kingdom, constitute deposits for the purposes of the prohibition on accepting deposits contained in section 19 of the Financial Services and Markets Act 2000 unless they are issued to a limited class of professional investors and have a denomination of at least £100,000 or its equivalent, see “Subscription and Sale”.

Trustee: BNY Mellon Corporate Trustee Services Limited

Issuing and Principal Paying Agent: The Bank of New York Mellon

Programme Size: Up to €1,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement) outstanding at any time. The Issuer and the Original Guarantors may increase the amount of the Programme in accordance with the terms of the Programme Agreement.

Distribution: Notes may be distributed by way of private or public placement and in each case on a syndicated or non-syndicated basis.

Currencies: Notes may be denominated in euro, Sterling, U.S. dollars, yen and, subject to any applicable legal or regulatory restrictions, any other currency agreed between the Issuer and the relevant Dealer.

Maturities: The Notes will have such maturities as may be agreed between the Issuer and the relevant Dealer, subject to such minimum or maximum maturities as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the Issuer or the relevant Specified Currency.

Issue Price: Notes may be issued on a fully-paid or, in the case of Exempt Notes, a partly-paid basis and at an issue price which is at par or at a discount to, or premium over, par.

Form of Notes: The Notes will be issued in bearer form as described in “Form of the Notes”.

6 Fixed Rate Notes: Fixed interest will be payable on such date or dates as may be agreed between the Issuer and the relevant Dealer and on redemption and will be calculated on the basis of such Day Count Fraction as may be agreed between the Issuer and the relevant Dealer.

Floating Rate Notes: Floating Rate Notes will bear interest at a rate determined: (a) on the same basis as the floating rate under a notional interest rate swap transaction in the relevant Specified Currency governed by an agreement incorporating the 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc., and as amended and updated as at the Issue Date of the first Tranche of the Notes of the relevant Series); or (b) on the basis of the reference rate set out in the applicable Final Terms (or, in the case of Exempt Notes, the applicable Pricing Supplement).

The margin (if any) relating to such floating rate will be agreed between the Issuer and the relevant Dealer for each Series of Floating Rate Notes.

Floating Rate Notes may also have a maximum interest rate, a minimum interest rate or both.

Interest on Floating Rate Notes in respect of each Interest Period, as agreed prior to issue by the Issuer and the relevant Dealer, will be payable on such Interest Payment Dates, and will be calculated on the basis of such Day Count Fraction, as may be agreed between the Issuer and the relevant Dealer.

Zero Coupon Notes: Zero Coupon Notes will be offered and sold at a discount to their nominal amount and will not bear interest.

Exempt Notes: The Issuer and each Original Guarantor may agree with any Dealer and the Trustee that Exempt Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes, in which event the relevant provisions will be included in the applicable Pricing Supplement.

Redemption: The applicable Final Terms (or, in the case of Exempt Notes, the applicable Pricing Supplement) will indicate either that the relevant Notes cannot be redeemed prior to their stated maturity (other than for taxation reasons or following an Event of Default) or that such Notes will be redeemable at the option of the Issuer and/or the Noteholders upon giving notice to the Noteholders or the Issuer, as the case may be, on a date or dates specified prior to such stated maturity and at a price or prices and on such other terms as may be agreed between the Issuer and the relevant Dealer.

Notes having a maturity of less than one year may be subject to restrictions on their denomination and distribution, see “Certain Restrictions—Notes having a maturity of less than one year” above.

Optional Redemption by Noteholders following a Change of Control: Upon the occurrence of a Change of Control, the holder of each Note will have the option to require the Issuer to redeem or, at the Issuer’s option, purchase (or procure the purchase of) that Note as further described in Condition 6.4(b).

7 Denomination of Notes: The Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer save that the minimum denomination of each Note will be such amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency, see “Certain Restrictions—Notes having a maturity of less than one year” above, and save that the minimum denomination of each Note (other than an Exempt Note) will be €100,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency). Taxation: All payments in respect of the Notes will be made without deduction for or on account of withholding taxes imposed by any Relevant Jurisdiction as provided in Condition 7. In the event that any such deduction is made, the Issuer or, as the case may be, the Guarantors will, save in certain limited circumstances provided in Condition 7, be required to pay additional amounts to cover the amounts so deducted. Negative Pledge and other Covenants: Under the terms of the Notes, the Issuer will ensure: (a) Negative Pledge: at all times, the total amount outstanding of Borrowings that benefits from Security shall not exceed twenty five per cent. (25%) of Total Assets; (b) Interest Cover: Interest Cover in respect of any Relevant Period shall not be less than 2.5:1; (c) Total Net Debt: Total Net Debt shall not exceed fifty per cent. (50%) of Total Assets; and (d) Additional Guarantors: any other member of the Group which is a Material Company shall, as soon as possible and in any event within 30 days after becoming a Material Company, become an Additional Guarantor, all as further described in Condition 3 of the Conditions of the Notes. Cross Default: The terms of the Notes will contain a cross default provision as further described in Condition 9. Status of the Notes: The Notes will constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer and will rank pari passu among themselves and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Issuer, from time to time outstanding. Notes Guarantee: The Notes will be unconditionally and irrevocably guaranteed by the Guarantors. The obligations of the Guarantors under their guarantee will be direct, unconditional and unsecured obligations of the Guarantors and will rank pari passu and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Guarantors from time to time outstanding. Rating: The Programme is expected to be rated BBB by Standard and Poor’s and has been rated BBB by Fitch. Series of Notes issued under the Programme may be rated or unrated. Where a Series of Notes is rated, such rating will be disclosed in the applicable Final Terms (or applicable Pricing Supplement, in the case of Exempt Notes) and will not necessarily be the same as the ratings assigned, or expected to be assigned, to the Programme. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

8 Listing: Application has been made to the Irish Stock Exchange for certain Notes issued under the Programme to be admitted to the Official List and to trading on the Main Securities Market.

Notes may be listed or admitted to trading, as the case may be, on other or further stock exchanges or markets agreed between the Issuer and the relevant Dealer in relation to the Series. Notes which are neither listed nor admitted to trading on any market may also be issued.

The applicable Final Terms (or applicable Pricing Supplement, in the case of Exempt Notes) will state whether or not the relevant Notes are to be listed and/or admitted to trading and, if so, on which stock exchanges and/or markets.

Governing Law: The Notes and any non-contractual obligations arising out of or in connection with the Notes will be governed by, and shall be construed in accordance with, English law.

Selling Restrictions: There are restrictions on the offer, sale and transfer of the Notes in the United States, the European Economic Area (including the United Kingdom, The Netherlands and France) Japan, Singapore and Australia and such other restrictions as may be required in connection with the offering and sale of a particular Tranche of Notes, see “Subscription and Sale”.

United States Selling Restrictions: Regulation S, Category 2. TEFRA C or D/TEFRA not applicable, as specified in the applicable Final Terms (or applicable Pricing Supplement, in the case of Exempt Notes).

9 RISK FACTORS

In purchasing Notes, investors assume the risk that the Issuer and each Original Guarantor may become insolvent or otherwise be unable to make all payments due in respect of the Notes. There is a wide range of factors which individually or together could result in the Issuer and the Original Guarantors becoming unable to make all payments due in respect of the Notes. It is not possible to identify all such factors or to determine which factors are most likely to occur, as the Issuer and the Original Guarantors may not be aware of all relevant factors and certain factors which they currently deem not to be material may become material as a result of the occurrence of events outside the Issuer’s and the Original Guarantors’ control. The Issuer and each Original Guarantor have identified in this Base Prospectus a number of factors which could materially adversely affect their businesses and ability to make payments due under the Notes.

In addition, factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme are also described below.

Prospective investors should also read the detailed information set out elsewhere in this Base Prospectus and reach their own views prior to making any investment decision.

FACTORS THAT MAY AFFECT THE ISSUER’S AND/OR THE ORIGINAL GUARANTORS’ ABILITY TO FULFIL THEIR OBLIGATIONS UNDER NOTES ISSUED UNDER THE PROGRAMME/ THE NOTES GUARANTEE Risks Related to Global Switch’s Business and Operations Global economic conditions could adversely affect Global Switch’s liquidity and financial condition. International market and economic conditions have been unprecedented and challenging during the last few years. Many markets in which Global Switch owns and operates its properties have experienced tighter credit conditions and slower economic growth. Continued concerns about the systemic impact of potential widespread and long-term recession, energy costs, geopolitical issues, the availability and cost of credit, global financial and mortgage markets, corporate and consumer debt levels and declining residential and commercial real estate markets have contributed to increased market volatility and diminished expectations for the economies of a number of countries where Global Switch conducts its operations.

As a result of these general economic conditions the cost and availability of capital have been and may continue to be adversely affected in all markets in which Global Switch owns properties and conducts its operations. Concern about the stability of the markets generally and the strength of counterparties specifically has led many lenders and institutional investors to reduce and, in some cases, cease to provide credit to businesses and consumers. Continued turbulence in the international markets and economies may adversely affect Global Switch’s liquidity and financial condition, and the liquidity and financial condition of its tenants and customers (together, Tenants). If these market and economic conditions continue, they may limit Global Switch’s ability, and the ability of its Tenants, to replace or renew maturing liabilities on a timely basis and access the capital markets to meet liquidity and capital expenditure requirements. They may also result in adverse effects on Global Switch’s, and its Tenants’, business, financial condition and results of operations.

If Global Switch does not have sufficient cash flow to continue operating its business and is unable to borrow additional funds, access its revolving credit facility or raise equity or debt capital, it may need to find alternative ways to increase its liquidity. Such alternatives may include, without limitation, curtailing development or redevelopment activity, disposing of one or more properties possibly on disadvantageous terms or entering into or renewing leases on less favourable terms than Global Switch otherwise would.

Global Switch’s business is dependent on the technical and operational resilience of its infrastructure. Global Switch offers high-quality Tier III or higher operated data centres and best in class operations. A Tier III data centre is an industry standard classification for a data centre composed of redundant power and cooling distribution paths, providing a minimum of 99.982% availability. (See “Description of the Issuer—Data Centre Standards Overview”.) The specific technical and operational risks in maintaining this standard can be categorised in a number of distinct ways including but not limited to power surges from the main grid or external factors such as human error. While Global Switch manages such risks through detailed and structured operational procedures and maintenance programmes and appropriate method statements, this risk cannot be eliminated.

10 If a Global Switch data centre were to suffer a serious incident, this could have an impact on the operational track record and reputation of Global Switch. Such an incident could harm its Tenants, reduce Tenants’ confidence in Global Switch’s services, impair Global Switch’s ability to attract new Tenants and retain existing Tenants, result in Global Switch incurring financial obligations to its Tenants and otherwise have a material adverse effect on Global Switch’s business, financial condition and operations.

Declining real estate valuations and impairment charges could adversely affect Global Switch’s earnings and financial condition. Global Switch reviews the carrying value of its properties when circumstances, such as adverse market conditions (including conditions resulting from the recent global economic recession) indicate that potential impairment may exist. Global Switch bases its review on an estimate of the future cash flows (excluding interest charges) expected to result from the real estate investment’s use and eventual disposition. Global Switch considers factors such as future operating income, trends and prospects, as well as the effects of leasing demand, competition and other factors. If this evaluation indicates that Global Switch may be unable to recover the carrying value of a real estate investment, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property. These losses have a direct impact on Global Switch’s net income because recording an impairment loss results in an immediate negative adjustment to net income. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results in future periods. A worsening real estate market in regions where Global Switch has data centres may cause Global Switch to re-evaluate the assumptions used in its impairment analysis. Impairment charges could adversely affect Global Switch’s business, financial condition and results of operations.

Global Switch’s properties depend upon the demand for space in high quality, large scale data centres. Global Switch’s portfolio of properties consists of high quality large scale data centre real estate. A decrease in the demand for data centre space, internet gateway facilities or similar real estate could have an adverse effect on Global Switch’s business, financial condition and results of operations. Any economic slowdown or adverse development could lead to reduced demand for data centre space. Reduced demand could also result from business relocations, including to markets that Global Switch does not currently operate in. Changes in industry practice or in technology, could also reduce demand for the physical data centre space Global Switch provides or make the Tenant improvements in its properties obsolete or in need of significant upgrades to remain viable. In addition, the development of new technologies, the adoption of new industry standards or other factors could render many of Global Switch’s current products and services obsolete or unmarketable and contribute to a downturn in its Tenants’ businesses, thereby increasing the likelihood that they default under their leases, become insolvent or file for bankruptcy.

If Global Switch is unable to locate and secure suitable sites for additional data centres on commercially acceptable terms, Global Switch’s ability to grow its business may be limited. Global Switch’s growth is partially dependent on locating and securing suitable sites for additional data centres that meet Global Switch’s strict specifications. These specifications include, but are not limited to, sourcing sites free from seismic activity and sub-surface contamination, storm potential and various topographical considerations; there are further requirements in terms of proximity to international network routes, access to a significant supply of high voltage electrical power, the ability to sustain heavy floor loading and an adequate supply of sufficiently educated labour to operate and maintain the site. Property meeting these specifications may be scarce in Global Switch’s target markets. If Global Switch is unable to identify and acquire property on commercially acceptable terms on a timely basis for any reason, including competition from other companies seeking similar sites with greater financial resources than Global Switch, Global Switch’s rate of growth may be substantially impaired.

Global Switch depends on significant Tenants. As of 30 September 2013, the ten largest Tenants in Global Switch’s property portfolio represented approximately 49.5% of the total annualised rent generated by its properties. Its largest Tenant, rated Aa3/AA-/ A+ (Moody’s/Fitch) leased approximately 18,500 square metres of space as of 30 September 2013, representing approximately 10.6% of the total annualised rent generated by Global Switch’s properties. It has 56 contracts spread over six of Global Switch’s seven locations. Many factors, including consequences of recent global economic conditions, may cause Global Switch’s Tenants to experience a downturn in their businesses or

11 otherwise experience a lack of liquidity, which may weaken their financial condition and result in their failing to make timely rental payments or to defaulting under their leases. If any Tenant defaults or fails to make timely rent payments, Global Switch may experience delays in enforcing its rights as landlord, may not succeed in recovering rent at all and may incur substantial costs in protecting its investment.

Global Switch’s Tenants may choose to develop new data centres or expand their own existing data centres, which could result in the loss of one or more key Tenants or reduce demand for Global Switch’s existing or newly developed data centres, which could have a material adverse effect on its revenues and results of operations. Global Switch’s Tenants may choose in the future to develop new data centres or expand or consolidate into data centres that Global Switch does not own. In the event that any of Global Switch’s key Tenants were to do so, it could result in a loss of business or put pressure on pricing. If Global Switch loses a Tenant, no assurance can be given that it would be able to replace that Tenant at a competitive rate or at all, which could have a material adverse effect on Global Switch’s revenues.

Securing Tenants for Global Switch’s existing and proposed development data centres may have a long sales cycle that may materially adversely affect its business, financial condition and results of operations. A Tenant’s decision to take space in one of Global Switch’s existing or proposed data centres typically involves a significant commitment of resources by Global Switch and by the potential Tenant. As a result, for new Tenants, Global Switch may have a long sales cycle lasting anywhere from three months for smaller Tenants to periods in excess of one year for some of its larger Tenants. Furthermore, Global Switch may expend significant time and resources in pursuing a particular potential Tenant that does not result in revenue. The timescale for existing Tenants is shorter in most cases. In addition, Global Switch does not commence construction for new data centre properties until it secures significant Tenant pre-commitments. This is generally a difficult exercise as Tenants are typically asked to make a commitment for new space up to two years before they require it. The current slowdown in global economies and their delayed recovery may further impact this long sales cycle by making it extremely difficult for Tenants to accurately forecast and plan future business activities. This could cause such potential Tenants to slow spending, or delay decision-making on Global Switch’s data centres.

Delays due to the length of Global Switch’s sales cycle for existing data centres as well as the length of sales cycles arising from the inability to secure pre-commitments for proposed data centre properties may have a material adverse effect on its business, financial condition and results of operations.

The value of Global Switch’s portfolio of properties depends upon local economic conditions. Global Switch’s properties are currently located in eight locations (including Global Switch’s proposed Hong Kong development) in many of the principal metropolitan business, communications and internet hubs of Europe and Asia Pacific. Global Switch depends upon the local economic conditions in these markets, including local real estate conditions. Global Switch’s operations may be affected if too many competing properties are built in any of these markets and supply increases or otherwise exceeds demand. Global Switch’s operations and revenue could be materially adversely affected by local economic conditions in these markets, and no assurance can be given that these markets will grow with, or will remain exposed to, the prevailing growth drivers for outsourced data centres.

While Global Switch intends to develop data centre properties primarily in markets with which it is familiar, it may in the future develop properties in new geographic regions where Global Switch expects the development of property to result in favourable risk-adjusted returns on its investment. Global Switch may not possess the same level of familiarity with developments in these new markets, which could adversely affect its ability to develop such properties successfully or at all or to achieve expected performance.

Development and redevelopment activities, regardless of whether they are ultimately successful, will typically require a substantial portion of Group management’s time and attention. This may distract Global Switch’s management from focusing on other operational activities of its business. If Global Switch is unable to complete development or redevelopment projects successfully, its business may be adversely affected.

12 Global Switch may be unable to lease vacant space or renew leases as leases expire. Global Switch often develops space specifically for Tenants pursuant to leases signed prior to beginning the development process. In those cases, if Global Switch failed to meet its development obligations under those leases, these Tenants may be able to terminate the leases and Global Switch would be required to find a new Tenant for this space. No assurance can be given that once Global Switch has developed new data centre space it will be able to successfully lease it at all, or at favourable rates or rates expected at the time the development commenced. If Global Switch is not able to lease successfully the space that it develops, if development costs are higher than it currently estimates, or if lease rates are lower than expected when it began the project or are otherwise undesirable, Global Switch’s revenue and operating results could be adversely affected. As of 30 September 2013 an additional 9,977 square metres of fitted technical space (excluding space held for redevelopment and unfitted space) was available to be leased. Some of this unoccupied space, whether released by contract churn or held as inventory, may require further capital investment to attract a new Tenant. No assurance can be given that this space will be leased or will be leased at net effective rental rates equal to or above the current average net effective rental rates. In the year ending 31 March 2014, leases representing 7.9% of the total contracted annualised rent have or are scheduled to expire, with 26.6% already signed as of 30 September 2013. In the year ending 31 March 2015, a further 8.6% of the total contracted annualised rent is scheduled to expire, with 12.9% already signed as of 30 September 2013. No assurance can be given that leases will be renewed or that renewals will be at net effective rental rates equal to or above the current average net effective rental rates. If the rental rates for Global Switch’s properties decrease, if existing Tenants do not renew their leases, if Global Switch does not lease unoccupied space or if it takes longer to lease or re-lease unoccupied space or for rents to commence on this space, Global Switch’s financial condition, results of operations, cash flow and ability to satisfy its debt service obligations could be materially adversely affected.

Global Switch’s business is dependent on the adequate supply of electrical power and could be harmed by prolonged electrical power outages or increases in the cost of power. The operation of each of Global Switch’s data centres requires a substantial amount of power purchased from the grid. Global Switch cannot be certain that there will be adequate power in all of the locations in which it operates or proposes to develop additional data centres. Global Switch attempts to limit exposure to system downtime caused by power outages by using back-up generators and uninterruptible power supply (or UPS) systems however, Global Switch may not be able to limit its exposure entirely even with these precautions in place. It also cannot guarantee that the generators will always provide sufficient power or restore power in time to avoid loss of or damage to Tenants’ equipment and its own infrastructure. Any temporary loss of or reduction in power at any of Global Switch’s data centres could harm its Tenants, reduce Tenants’ confidence in Global Switch’s services, or impair Global Switch’s ability to retain existing Tenants or attract new Tenants. It could also result in Global Switch incurring financial liabilities to its Tenants, which may also seek damages from Global Switch.

Adverse changes in Global Switch’s credit ratings could negatively affect its ability to secure any financing, to secure financing at reasonable market rates and to continue to retain and attract Tenants. The credit ratings of the Issuer’s senior unsecured long-term debt is based on Global Switch’s operating performance, liquidity and leverage ratios, overall financial position and other factors employed by the credit rating agencies in their rating analyses of Global Switch. The Issuer’s credit ratings can affect the amount of capital it can access, as well as the terms and pricing of any debt it may incur. No assurance can be given that the Issuer will be able to maintain its current credit ratings, and in the event the current credit ratings are downgraded, Global Switch would likely incur higher borrowing costs and may encounter difficulty in obtaining additional financing. Also, a downgrade in the Issuer’s credit ratings may trigger additional payments or other negative consequences under its current and future credit facilities and debt instruments. For example, if the credit ratings of the Issuer’s senior unsecured long-term debt are downgraded to below investment grade levels, Global Switch may not be able to obtain or maintain extensions on part of its existing debt. Adverse changes in its credit ratings could negatively impact Global Switch’s refinancing and other capital market activities, its ability to manage its debt maturities, its future growth, its financial condition, and its development and acquisition activity. In addition, current Tenants consider Global Switch’s credit rating as a factor when renewing their leases with Global Switch and prospective Tenants consider Global Switch’s credit rating as a factor when selecting Global Switch as a data centre provider. In the event Global Switch’s current credit ratings are downgraded, it may not be able to retain and attract Tenants, which would have a material adverse effect on its business, financial condition and operations.

13 The Issuer’s revolving credit facility restricts Global Switch’s ability to engage in some business activities. The Issuer’s revolving credit facility contains negative covenants and other financial and operating covenants that, among other things: • restrict Global Switch’s ability to incur additional indebtedness; • restrict Global Switch’s ability to make certain investments; • restrict the ability of the member companies of Global Switch, including the Issuer, to merge with another company; • restrict Global Switch’s ability to create, incur or assume liens; • restrict Global Switch’s ability to make distributions to its shareholders; • require Global Switch to maintain financial coverage ratios; and • require Global Switch to maintain a pool of unencumbered assets.

As a result of these covenants, Global Switch is limited in the manner in which it conducts its business and it may be unable to take advantage of favourable business opportunities or finance future operations or capital needs.

Global Switch could be subject to costs, as well as claims, litigation or other potential liability, in connection with risks associated with the security of its data centres. One of Global Switch’s key service offerings is its high level of physical premises security. Many of Global Switch’s Tenants entrust their key strategic IT services and applications to Global Switch due, in part, to the level of security it offers. A party who is able to breach Global Switch’s security could physically damage its and its Tenants’ equipment and/or misappropriate either Global Switch’s proprietary information or the information of its Tenants or cause interruptions or malfunctions in Global Switch’s operations.

There can be no assurance that the security of any of Global Switch’s data centres will not be breached either physically or electronically or the equipment and information of its Tenants’ put at risk. Any security breach could have a serious effect on Global Switch’s reputation and could prevent Tenants from choosing Global Switch’s services and lead to Tenants terminating their leases and seeking to recover losses suffered, which could have a material adverse effect on Global Switch’s business, financial condition and results of operations. Global Switch may incur significant additional costs to protect against physical and electronic security breaches or to alleviate problems caused by such breaches.

Global Switch faces risks relating to foreign currency exchange rate fluctuations. Global Switch’s reporting currency for the purposes of its financial statements is the pound sterling. However, Global Switch also generates revenues and incurs operating costs in non-sterling denominated currencies, such as the Euro, Singapore dollar, Australian dollar and Hong Kong dollar. Global Switch recognises foreign currency gains or losses arising from its operations in the period incurred. As a result, currency fluctuations between sterling and the non-sterling currencies in which Global Switch does business or proposes to do business (such as Hong Kong) will cause Global Switch to incur foreign currency translation gains and losses. Global Switch cannot predict the effects of exchange rate fluctuations upon its future operating results because of the number of currencies involved, the variability of currency exposure and the potential volatility of currency exchange rates. Global Switch currently hedges some of its foreign exchange rate exposure with its shareholder, Aldersgate Investments Limited, with formal hedging instruments that are reviewed annually by Global Switch’s auditors.

Failure to hedge against interest rate changes may adversely affect results of operations. The majority of Global Switch’s financial assets and interest bearing liabilities are a mix of both fixed and floating rate. As a result, changes in interest rates will affect Global Switch’s interest charges, income and interest related cash flows. Global Switch does not currently manage its exposure to interest rate volatility by using interest rate hedging arrangements, but does intend to put in place hedging arrangements in conjunction with the issue of Notes.

14 Potential losses may not be covered by insurance. Global Switch carries comprehensive liability, fire, extended coverage, earthquake, business interruption and rental loss insurance covering all of the properties in its portfolio under various insurance policies. Global Switch selects policy specifications and insured limits which it believes to be appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. Global Switch does not carry insurance for generally uninsured losses such as loss from war or nuclear reaction. Most of Global Switch’s policies, like those covering losses due to floods, are insured subject to limitations involving large deductibles or co-payments and policy limits which may not be sufficient to cover losses.

In addition, many of Global Switch’s properties contain extensive and highly valuable technology-related improvements. Under the terms of Global Switch’s leases, Tenants generally retain title to such improvements and are obligated to maintain adequate insurance coverage applicable to such improvements and under most possible circumstances would use their insurance proceeds to restore such improvements after a casualty. In the event of a casualty or other loss involving one of Global Switch’s buildings with extensive installed Tenant improvements, Tenants may have the right to terminate their leases if Global Switch does not rebuild the base building within prescribed times. In such cases, the proceeds from Tenants’ insurance will not be available to restore the improvements, and its insurance coverage may be insufficient to replicate the technology-related improvements made by such Tenants.

If Global Switch or one or more of its Tenants experiences a loss, including due to vandalism or resulting from breaches of security at one of its data centres, which is uninsured or which exceeds policy limits, Global Switch could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties.

Global Switch may experience unforeseen delays and expenses when developing data centres and the costs can be greater than anticipated. As Global Switch attempts to grow its business, substantial management effort and financial resources are employed developing new data centres and upgrading its existing data centres. Global Switch may experience unforeseen delays and expenses in connection with a particular project. In addition, unexpected technological changes could affect Global Switch’s Tenants’ requirements and it may not have built such requirements into its data centres and may not have budgeted for the financial resources necessary to develop the space to meet such new requirements. Although Global Switch budgets for expected development costs and expenses at the time the project is initiated, additional expenses in the event of unforeseen delays, cost overruns, unanticipated expenses, regulatory changes and unexpected technological changes may negatively affect Global Switch’s business, financial condition and results of operations.

No assurance can be given that Global Switch will complete the development of new data centres or the redevelopment of existing data centres within the proposed timeframe and cost parameters or at all. In the event of delay, Global Switch faces the risk that pre-commitments from anchor Tenants are retracted. Any such failure could have a material adverse effect on Global Switch’s business, financial condition and results of operations.

Global Switch faces competition, which may decrease or prevent increases of the occupancy and rental rates of its properties, alter the terms and conditions of future leases and result in shorter term rental periods. Global Switch competes with numerous owners, operators and developers of real estate, including data centres, many of which own properties similar to Global Switch’s in the same markets in which its properties are located. In addition, Global Switch may in the future face competition from new entrants into the data centre market, including new entrants who may acquire Global Switch’s current competitors. Global Switch’s competitors and potential competitors may have advantages over it, including greater brand awareness, pre-existing relationships with current or potential Tenants, significantly greater financial, marketing and other resources and access to capital which allow them to respond more quickly to new or changing opportunities. If Global Switch’s competitors offer space that its Tenants or potential Tenants perceive to be superior to Global Switch’s based on numerous factors, including available power, location, security considerations, or connectivity, or if they offer rental rates below current market rates, or below the rental rates Global Switch offers, it may lose Tenants or potential Tenants or be required to incur costs to improve its properties or reduce its rental rates. In addition, some of Global Switch’s competitors may have developed or redeveloped additional data centre space. If the supply of data centre space continues to increase as a result of these activities or otherwise, rental rates may be reduced or Global Switch may face delays in or be unable to lease its vacant space, including space that it

15 develops or redevelops. Furthermore, Global Switch’s competitors may offer terms and conditions and rental periods that Global Switch considers less favourable to it but may need to match in order to remain competitive. Finally, if Tenants or potential Tenants desire services that Global Switch does not offer, it may not be able to lease its space to those Tenants. Global Switch’s financial condition, results of operations, cash flow and ability to satisfy its debt service obligations could be materially adversely affected as a result of any or all of these factors.

Global Switch’s properties may not be suitable for alternative use by Tenants without significant expenditures or renovations. Global Switch data centres are bespoke real estate assets built to the structural, mechanical and engineering specifications required for the provision of highly resilient data centre power, cooling, security and dense connectivity. In the event of repurposing the use of the real estate, Global Switch’s properties may not be suitable for lease without significant expenditure or renovation. As a result, Global Switch may be required to invest significant amounts or offer significant discounts to Tenants in order to lease or re-lease that space for an alternate use, either of which could adversely affect its financial and operating results.

Global Switch may face significant expenditures if a Tenant fails to remove its equipment and restore its space to the original state. Many of Global Switch’s Tenants have invested a significant amount in infrastructure within their data centre space. If a Tenant fails to restore its space to the original condition at the end of its lease term or if it becomes insolvent during its lease term and Global Switch is unable to recoup the cost of restoring the space to a pre-let condition, Global Switch will incur significant cost to make the space reusable for new Tenants and lose out on the revenue from the space if it does not re-let it.

Global Switch may face risks associated with investing in unfamiliar markets. Global Switch has acquired and may continue to acquire properties on a strategic and selective basis in international markets. When Global Switch acquires properties located in these markets, it may face risks associated with a lack of market knowledge or understanding of the local economy, forging new business relationships in the area and unfamiliarity with local legal requirements and government and planning procedures. In addition, due diligence, transaction and structuring costs may be higher than those Global Switch has previously faced and once completed it may be more difficult for Global Switch to operate such data centres on the same basis or as profitably as its existing data centres. Global Switch works to mitigate such risks through extensive due diligence and research; however, no assurance can be given that all such risks will be eliminated.

Future consolidation of multi-national data processing companies could materially adversely affect Global Switch’s revenues by eliminating some potential Tenants and could make Global Switch more dependent on a more limited number of Tenants. Mergers or consolidations of multi-national data processing companies in the future could reduce the number of Global Switch’s Tenants and potential Tenants. If Global Switch’s Tenants merge with or are acquired by other entities that are not Global Switch’s Tenants, they may discontinue or reduce the use of Global Switch’s data centres in the future. Any of these developments could have a material adverse effect on Global Switch’s revenues and results of operations.

Global Switch depends on third parties to provide connectivity to the Tenants in its data centres and any delays or disruptions in this may materially adversely affect its operating results and cash flow. Global Switch is not a telecommunications carrier and it relies on third parties to provide its non-carrier Tenants with carrier services. Although Global Switch’s Tenants are responsible for procuring their own connectivity, Global Switch depends upon the presence, capacity and diversity of multiple international and national telecommunications carriers which provide connectivity at its data centres in order to attract and retain Tenants.

Any telecommunication carrier may elect not to offer or continue to offer its services within Global Switch’s data centres. Further, as a result of strategic decisions or consolidations, some telecommunication carriers may be forced to downsize or terminate connectivity within Global Switch’s data centres, which could have an adverse effect on the business of Global Switch’s Tenants and, in turn, its own operating results.

16 For new developments, the construction required to connect multiple telecommunication carrier facilities to Global Switch’s data centres is complex and involves factors outside of Global Switch’s control, including planning and regulatory requirements and the availability of construction resources. If the establishment of highly diverse connectivity to Global Switch’s data centres does not occur, is materially delayed, is discontinued, or is subject to failure, Global Switch’s operating results and cash flow may be materially adversely affected.

Global Switch’s properties may contain or develop harmful mould or suffer from other air quality issues, which could lead to liability for adverse health effects and costs to remedy the problem. When excessive moisture accumulates in buildings or on building materials, mould may grow, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some moulds may produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources and other biological contaminants such as pollen, viruses and bacteria. Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mould or other airborne contaminants at any of Global Switch’s properties could require it to undertake a costly remediation programme to contain or remove the mould or other airborne contaminants from the affected property or increase indoor ventilation. In addition, the presence of significant mould or other airborne contaminants could expose Global Switch to liability from its Tenants, employees of its Tenants and others if property damage or health concerns arise.

Global Switch’s success depends on key personnel whose continued service is not guaranteed and it may not be able to retain or attract knowledgeable, experienced and qualified personnel Global Switch depends on the efforts of key personnel. Global Switch’s reputation and relationships with existing and potential future Tenants, industry personnel and key lenders are the direct result of a significant investment of time and effort by Global Switch’s key personnel to build credibility in a highly specialised industry. Many of its senior executives have extensive experience and strong reputations in the real estate and technology industries, which aid Global Switch in capitalising on strategic opportunities and negotiating with Tenants. While Global Switch believes that it would be able to find suitable replacements for key personnel who may depart from time to time, the loss of their services could diminish its business and investment opportunities and its Tenant, industry and lender relationships, which could have a material adverse effect on its operations.

In addition, Global Switch’s success depends, to a significant degree, on being able to employ and retain personnel who have the expertise required to successfully acquire, develop, market and operate high-quality data centres. Personnel with these skill sets are in limited supply so the demand and competition for such expertise is intense. Global Switch cannot be certain that it will be able to hire and retain a sufficient number of qualified employees at reasonable compensation levels to support its growth and maintain the high level of quality service its Tenants expect, and any failure to do so could have a material adverse effect on its business.

Global Switch’s success depends on contractors whose continued service is not guaranteed and it may not be able to retain or attract knowledgeable, experienced and qualified personnel Global Switch depends on the efforts of contractors to build new data centres and to run many of the operations at its existing data centres. Global Switch’s success depends, to a significant degree, on being able to employ and retain contractors who have the expertise required to successfully acquire, develop, market and operate high- quality data centres. Personnel with these skill sets are in limited supply so the demand and competition for such expertise is intense. Global Switch cannot be certain that it will be able to hire and retain a sufficient number of qualified contractors at reasonable compensation levels to support its growth and maintain the high level of quality service its Tenants expect. Global Switch also faces the risk that contractors may not have the same degree of loyalty to Global Switch as long term permanent personnel, which could result in Global Switch finding alternative contractors on very short notice and the risk that contractors could at the end of their contract take information regarding Global Switch or its Tenants and breach contractual requirements. Any failure could have a material adverse effect on Global Switch’s business.

Global Switch’s growth depends upon the successful development of its existing space and land held for development. Any delays or unexpected costs in such development may delay and harm its growth prospects, future operating results and financial condition Global Switch’s ability to meet the growing needs of its existing Tenants and to attract new Tenants depends, in part, on its ability to add capacity by increasing the power and expanding the lettable area available within its

17 existing data centres and land held for redevelopment. Global Switch has reached high occupancy levels at a number of its data centres and has identified certain sites within its existing portfolio, with sufficient power reserves where it may expand. Global Switch’s successful development of new projects is subject to many risks, including those associated with: • delays in construction; • budget overruns; • changes to the plans or specifications; • construction site accidents and other casualties; • increased prices for raw materials or building supplies; • lack of availability and/or increased costs for specialised data centre components, including long lead time items such as generators; • labour availability and costs; • labour disputes and work stoppages with contractors, subcontractors or others that are constructing the project; • failure of contractors to perform on a timely basis or at all, or other misconduct on the part of contractors; • timing of the commencement of rental payments; • access to sufficient power and related costs of providing such power to its Tenants; • environmental issues; • regulatory and planning issues: • fire, flooding, earthquakes and other natural disasters; • geological, geotechnical construction, excavation and equipment problems; and • delays or denials of entitlements or permits, including zoning and related permits, or other delays resulting from its dependence on the cooperation of public agencies and utility companies.

Due to Global Switch’s high capacity levels, it may not be able to accommodate requests for space, which could lead to Tenants moving their leases to a different data centre provider. As of 30 September 2013, average occupancy rates across Global Switch’s data centre properties was 90% of fitted and unfitted technical spaces. Fitted space is space that has been developed sufficiently to enable handover to a Tenant and has primary cooling, power, security, life safety systems and raised (or access flooring) available for use within the suite. If Global Switch is unable to accommodate requests for new space in current data centres or to develop new data centres quickly enough, existing Tenants may lease space from competitors. Once existing Tenants move to a competitor in one market, this increases the possibility of such Tenants selecting the competitor to replace Global Switch in other markets.

Global Switch may be unable to identify and complete acquisitions on favourable terms or at all. Global Switch will consider acquisitions of suitably engineered data centres where they fit in with its existing business model and portfolio profile. To date, Global Switch has not identified any existing sites in Tier 1 markets that meet Global Switch’s business model of offering large-scale data centres with high connectivity, low latency and network neutrality. Future potential acquisitions would need to complement Global Switch’s geographic expansion in Tier 1 markets in Europe and Asia Pacific as well as extend its Tenant base.

Global Switch’s ability to acquire properties or businesses on favourable terms may be exposed to the following significant risks: • it may be unable to acquire a desired property or business because of competition from other real estate investors with significant capital, including both publicly traded real estate investment trusts or REITs and institutional investment funds; • even if it is able to acquire a desired property or business, competition from other potential acquirers may significantly increase the purchase price or result in other less favourable terms; • even if it enters into agreements for the acquisition of technology-related real estate or businesses, these agreements are subject to customary conditions to closing, including completion of due diligence investigations to Global Switch’s satisfaction; and • it may be unable to finance acquisitions on favourable terms or at all.

18 Additionally, it may acquire properties or businesses subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown or contingent liabilities, such as liabilities for clean-up of undisclosed environmental contamination, claims by Tenants, vendors or other persons dealing with the former owners of the properties or businesses, tax liabilities, claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties or businesses, and other liabilities whether incurred in the ordinary course of business or otherwise. The total amount of costs and expenses that it may incur with respect to liabilities associated with acquired properties or businesses may exceed Global Switch’s expectations, which may adversely affect its business, financial condition and results of operations.

Global Switch holds some properties as leasehold and disputes arising under the terms of the leaseholds may have an adverse effect on Global Switch. Although Global Switch owns most of its properties as freehold, in some jurisdictions it holds property under the longest leasehold available where freeholds are not offered due to local regulation. If any dispute arises under the leaseholds, this may have a materially adverse effect on the business, financial condition and results of operations of Global Switch.

Risks Related to Global Switch’s Industry The European and Asia Pacific data centre industry has suffered from over-capacity in the past, and a substantial increase in the supply of new data centre capacity and/or a general decrease in demand for data centre services could have an adverse impact on industry pricing and profit margins. Between 2001 and 2004, the European and Asia Pacific data centre industry suffered from over-capacity due to difficult telecommunications and technology market conditions when the value of many new internet-based companies fell after a period of significant growth. Many tenants contracted to use more space than they needed and in the downturn in the market that followed, the number of internet-related business failures increased significantly, resulting in high levels of tenant churn due to the termination or non-renewal of leases.

A substantial increase in the supply of new data centre capacity in the European or Asia Pacific data centre market and/or a general decrease in demand, or in the rate of increase in demand, for data centre services could have an adverse impact on industry pricing and profit margins. If there is not sufficient demand for data centre services, Global Switch’s business, financial condition and operating results would be adversely affected.

If Global Switch does not keep pace with technological changes, evolving industry standards and Tenant requirements, Global Switch’s competitive position will suffer. The IT and telecommunications industries are characterised by rapidly changing technology, evolving industry standards and changing Tenant needs. Accordingly, Global Switch’s future success will depend, in part, on its ability to meet the challenge of these changes. Among the most important challenges that Global Switch may face will be the need to: continue to develop its strategic and technical expertise, influence and respond to emerging industry standards and other technological changes, enhance its current services and develop new services that meet changing Tenant needs.

All of these challenges must be met in a timely and cost-effective manner. Some of Global Switch’s competitors may have greater financial resources, which would allow them to react better or more quickly to changes than Global Switch may be able to. Global Switch may not effectively meet these challenges as rapidly as its competitors or at all and its failure to do so could harm Global Switch’s business.

Terrorist activity throughout the world could adversely impact Global Switch’s business. Due to the high volume of important data that passes through data centres, there is a real risk that terrorists seeking to damage financial and technological infrastructure view data centres generally, and those in concentrated areas specifically, as potential targets for terrorists. These factors may increase Global Switch’s costs due to the need to provide enhanced security, which would have a material adverse effect on its business, financial condition and results of operations if it is unable to pass such costs on to its Tenants. These circumstances may also adversely affect the ability of companies, including Global Switch, to raise capital. Global Switch may not have adequate property and liability insurance to cover terrorist attacks on its data centres.

19 In addition, Global Switch depends heavily on the physical infrastructure (particularly as it relates to power and cooling) that exists in the markets in which it operates. Any damage to such infrastructure may materially and adversely affect Global Switch’s business.

Global Switch may be subject to reputational damage and legal action in connection with the information disseminated by its Tenants. Global Switch may face potential direct and indirect liability for claims of defamation, negligence, copyright, patent or trademark infringement and other claims, as well as reputational damage, based on the nature and content of the materials disseminated from its data centres, including on the grounds of allegations of the illegality of certain activities carried out by Tenants through their equipment located in Global Switch’s data centres. For example, lawsuits may be brought against Global Switch claiming that content distributed by Tenants may be regulated or banned. Global Switch’s general liability insurance may not cover any such claim or may not be adequate to protect it against all liability that may be imposed. In addition, on a limited number of occasions in the past, businesses, organisations and individuals have sent unsolicited commercial e-mails (“spam”), which may be viewed as offensive by recipients, from servers hosted at Global Switch’s data centres to a number of people, typically to advertise products or services. Global Switch may in the future receive letters from recipients of information transmitted by its Tenants objecting to spam. There can be no assurance that Tenants will not engage in this practice, which could subject Global Switch to claims for damages, damage its reputation and have an adverse effect on its business.

As a developer of data centres, Global Switch may design and build data centres that have power densities that do not match Tenant demand. Power capacity is an integral factor in a Tenant’s decision to take space in one of Global Switch’s data centres. However, the design and engineering of power capacity at data centres are finalised prior to a data centre being built and therefore well before it is fully let.

Tenants may request lower power density than buildings are engineered for, resulting in capital inefficiencies due to over specification. Conversely, a low power density designed data centre could result in Global Switch’s inability to meet Tenant demand and hence Global Switch’s rate of growth may be substantially impaired.

Future technological development may disrupt the economics and infrastructure of data centres. Although Global Switch attempts to account for technological developments in its planning for new developments and its existing data centres, the introduction of new technologies and their impact on data centres cannot be predicted with certainty. Technological developments may have a disruptive impact on Global Switch’s data centres in a variety of ways, including, but not limited to:

• Reduced power requirements with the associated reduction in power utilisation, and the resulting revenues, of Tenants. Potential technological developments include but are not limited to: – Power proportional computing. Software enhanced utilisation of power consumption to match actual server demand with power supply. – Low-power servers which will improve IT utilisation rates and reduce cooling requirements. • Enhanced computing power with associated reduction in physical space and increased power density requirements. Potential technological developments include but are not limited to: – Silicon photonics. Microchip evolution which allows faster data transmission between and within microchips and increases compute capacity per square foot. – Flash storage. Improved efficiency and storage capacity of solid state servers could decrease the square footage of fitted space required to accommodate compute power. • Reduced demand for outsourced, dedicated data centre space given the availability of similarly resilient and secure shared space on the cloud. Potential technological developments include but are not limited to: – Cloud level resiliency. Software enabled cloud environments for storing data could evolve and reduce the requirement for infrastructure based dedicated data centre storage capacity.

20 • Increased supply of alternative data centre capacity with the associated impact on demand driven pricing. Potential technological developments include but are not limited to: – Prefabricated modular data centres. Self contained, mass manufactured modular data centre halls which reduce the deployment risk and the time to market for new data centre space. • Applications and management systems designed to optimise the management of new and existing data centres, thereby requiring investment and potential operational disruption for Global Switch to remain competitive. Potential technological developments include but are not limited to: – Advanced Data Centre Infrastructure Management. Software driven optimisation and automation of operating systems. • Reduced demand for centrally located data centres given improved ability to achieve synchronous replication over great distances. Potential developments include but are not limited to: – Greater advancement on current technologies leading to improved performance in terms of distance limitations. In addition, as networks in outer regions improve connectivity to city centres through fibre rollout, the practical distance for synchronous replication will also increase.

If Global Switch is unable to provide for disruptive technologies, it may lose Tenants to its competitors whilst integrating the new technologies will require significant expense and potential operational risk. The introduction of future technological development may have a material adverse effect on Global Switch’s business, revenues and results of operation.

Risks Related to Regulation Laws and government regulations governing internet-related services, related communication services and information technology and electronic commerce, across the European countries in which Global Switch operates, continue to evolve and, depending on the evolution of such regulations, may adversely affect its business.

Laws and governmental regulations governing internet-related services, related communications services and information technology and electronic commerce continue to evolve. This is true across the various European and Asia Pacific countries in which Global Switch operates. In particular, the laws regarding privacy and those regarding gambling and other activities that certain countries deem illegal are continuing to evolve.

Changes in laws or regulations (or the interpretation of such laws or regulations) or national or EU policy affecting Global Switch’s activities and/or those of its Tenants and competitors, including regulation of prices and interconnection arrangements, regulation of access arrangements to types of infrastructure, regulation of privacy requirements through the protection of personal data and regulation of activity considered illegal through rules affecting data centre providers could materially adversely affect Global Switch’s results by decreasing revenue, increasing costs or impairing its ability to offer services.

The industry in which Global Switch operates is subject to environmental and health and safety laws and regulations and may be subject to more stringent efficiency, environmental and health and safety laws and regulations in the future. Global Switch is subject to various environmental and health and safety laws and regulations, including those relating to the generation, storage, handling and disposal of hazardous substances and technological equipment, the maintenance of facilities, the generation and use of electricity and liability for historically contaminated land. Certain of these laws and regulations are capable of imposing liability for the cost of the investigation and remediation of contaminated sites, without regard to fault or the lawfulness of the disposal activity. Compliance with these laws and regulations could impose substantial ongoing compliance costs and operating restrictions on Global Switch.

Global Switch’s data centres contain tanks and other containers for the storage of diesel fuel and significant quantities of lead acid batteries to provide back-up power. Global Switch cannot guarantee that its environmental compliance programme will be able to prevent leaks or spills in these or other technical installations.

In addition, data centres, as consumers of substantial amounts of electricity, are affected by the UK Carbon Reduction Commitment Energy Efficiency Scheme, or the Scheme. The CRC Energy Efficiency Scheme Order

21 2010 entered into force on 22 March 2010 introducing a mandatory cap and trade scheme from 1 April 2010 applying to organisations, including Global Switch, whose mandatory half hourly metered electricity consumption is greater than 6,000 MWh in the qualification period. The impact on Global Switch’s London data centres include the costs associated with improving energy efficiency and the administrative costs of participating in the Scheme. Global Switch purchases emissions allowances from the UK Government to cover its direct and indirect emissions annually and has done so with effect from April 2012. To the extent that Global Switch does not pass on the costs of the Scheme to its own Tenants such costs are borne by Global Switch. Future changes to the Scheme mean that the net cost of complying with the Scheme may increase in the future.

Global Switch’s data centres may also be adversely affected by any future application of additional regulation relating to energy usage, for example seeking to reduce the power consumption of companies and fees or levies in this regard (including the EU Energy End-Use Efficiency and Energy Services Directive (Directive 2006/32/EC)) or the possible introduction of new carbon taxes. It is possible that the resulting legislation will mean that service providers that consume energy, such as Global Switch, may incur increased energy costs, and/ or caps on energy use.

Non-compliance with, or liabilities under, existing or future environmental or health and safety laws and regulations, including failure to hold requisite permits, or the adoption of more stringent requirements in the future, could result in fines, penalties, third-party claims and other costs that could have a material adverse effect on Global Switch.

FACTORS WHICH ARE MATERIAL FOR THE PURPOSE OF ASSESSING THE MARKET RISKS ASSOCIATED WITH NOTES ISSUED UNDER THE PROGRAMME Risks related to the structure of a particular issue of Notes A range of Notes may be issued under the Programme. A number of these Notes may have features which contain particular risks for potential investors. Set out below is a description of the most common such features, distinguishing between factors which may occur in relation to any Notes and those which might occur in relation to certain types of Exempt Notes:

Risks applicable to all Notes If the Issuer has the right to redeem any Notes at its option, this may limit the market value of the Notes concerned and an investor may not be able to reinvest the redemption proceeds in a manner which achieves a similar effective return.

An optional redemption feature of Notes is likely to limit their market value. During any period when the Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period.

The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.

If the Issuer has the right to convert the interest rate on any Notes from a fixed rate to a floating rate, or vice versa, this may affect the secondary market and the market value of the Notes concerned. Fixed/Floating Rate Notes are Notes which may bear interest at a rate that converts from a fixed rate to a floating rate, or from a floating rate to a fixed rate. Where the Issuer has the right to effect such a conversion, this will affect the secondary market and the market value of the Notes since the Issuer may be expected to convert the rate when it is likely to produce a lower overall cost of borrowing. If the Issuer converts from a fixed rate to a floating rate in such circumstances, the spread on the Fixed/Floating Rate Notes may be less favourable than then prevailing spreads on comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at any time may be lower than the rates on other Notes. If the Issuer converts from a floating rate to a fixed rate in such circumstances, the fixed rate may be lower than then prevailing market rates.

22 Notes which are issued at a substantial discount or premium may experience price volatility in response to changes in market interest rates. The market values of securities issued at a substantial discount (such as Zero Coupon Notes) or premium to their principal amount tend to fluctuate more in relation to general changes in interest rates than do prices for more conventional interest-bearing securities. Generally, the longer the remaining term of such securities, the greater the price volatility as compared to more conventional interest-bearing securities with comparable maturities.

Risks applicable to certain types of Exempt Notes Notes which are issued with variable interest rates or which are structured to include a multiplier or other leverage factor are likely to have more volatile market values than more standard securities.

Notes with variable interest rates can be volatile investments. If they are structured to include multipliers or other leverage factors, or caps or floors, or any combination of those features or other similar related features, their market values may be even more volatile than those for securities that do not include those features.

Inverse Floating Rate Notes will have more volatile market values than conventional Floating Rate Notes. Inverse Floating Rate Notes have an interest rate equal to a fixed rate minus a rate based upon a reference rate such as LIBOR. The market values of those Notes typically are more volatile than market values of other conventional floating rate debt securities based on the same reference rate (and with otherwise comparable terms). Inverse Floating Rate Notes are more volatile because an increase in the reference rate not only decreases the interest rate of the Notes, but may also reflect an increase in prevailing interest rates, which further adversely affects the market value of these Notes.

Risks related to Notes generally Set out below is a description of material risks relating to the Notes generally:

Limitations on the Guarantee The Original Guarantors have, unconditionally and irrevocably, jointly and severally guaranteed payments in respect of the Notes. However, certain of the Original Guarantors, and consequently their guarantee obligations, are subject to limitations applicable under the laws of their respective jurisdictions of incorporation as further reflected in the Trust Deed (the Guarantee Limitations) and the section of this Base Prospectus entitled “Description of the Notes Guarantee”. In the event that a claim is made under the Notes Guarantee against any Guarantor, such Guarantee Limitations may limit (in whole or in part) the amount that may be claimed from such Guarantor. In the event that the other Guarantors have insufficient assets to meet their obligations under the Guarantee or claims against the other Guarantors are similarly limited, such Guarantee Limitations may adversely affect the amount that an investor may recover under the Notes Guarantee.

The conditions of the Notes contain provisions which may permit their modification without the consent of all investors and confer significant discretions on the Trustee which may be exercised without the consent of the Noteholders and without regard to the individual interests of particular Noteholders. The conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.

The conditions of the Notes also provide that the Trustee may, without the consent of Noteholders and without regard to the interests of particular Noteholders, agree to (i) any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of the Notes or (ii) determine without the consent of the Noteholders that any Event of Default or potential Event of Default shall not be treated as such or (iii) the substitution of a Guarantor or any other Subsidiary of the Issuer as principal debtor under any Notes in place of the Issuer, in the circumstances described in Condition 14.

23 The Notes may be subject to withholding taxes in circumstances where the Issuer is not obliged to make gross up payments and this would result in holders receiving less interest than expected and could significantly adversely affect their return on the Notes. Withholding under the EU Savings Directive. Under EC Council Directive 2003/48/EC on the taxation of savings income, Member States are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State or to certain limited types of entities established in that other Member State. However, for a transitional period, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories (including Switzerland) have adopted similar measures (a withholding system in the case of Switzerland).

In April 2013, the Luxembourg Government announced its intention to abolish the withholding system with effect from 1 January 2015, in favour of automatic information exchange under the Directive.

The European Commission has proposed certain amendments to the Directive which may, if implemented, amend or broaden the scope of the requirements described above.

If a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment, neither the Issuer nor any Paying Agent (as defined in the Conditions of the Notes) nor any other person would be obliged to pay additional amounts with respect to any Note as a result of the imposition of such withholding tax. The Issuer is required to maintain a Paying Agent in a Member State that is not obliged to withhold or deduct tax pursuant to the Directive.

U.S. Foreign Account Tax Compliance Withholding Whilst the Notes are in global form and held within the clearing systems, in all but the most remote circumstances, it is not expected that the Foreign Account Tax Compliance Act (FATCA) will affect the amount of any payment received by the clearing systems (see “Taxation—FATCA Disclosure”). However, FATCA may affect payments made to custodians or intermediaries in the subsequent payment chain leading to the ultimate investor if any such custodian or intermediary generally is unable to receive payments free of FATCA withholding. It also may affect payment to any ultimate investor that is a financial institution that is not entitled to receive payments free of withholding under FATCA, or an ultimate investor that fails to provide its broker (or other custodian or intermediary from which it receives payment) with any information, forms, other documentation or consents that may be necessary for the payments to be made free of FATCA withholding. Investors should choose the custodians or intermediaries with care (to ensure each is compliant with FATCA or other laws or agreements related to FATCA), provide each custodian or intermediary with any information, forms, other documentation or consents that may be necessary for such custodian or intermediary to make a payment free of FATCA withholding. Investors should consult their own tax adviser to obtain a more detailed explanation of FATCA and how FATCA may affect them. The Issuer’s obligations under the Notes are discharged once it has paid the common depositary or common safekeeper for the clearing systems (as bearer of the Notes) and the Issuer has therefore no responsibility for any amount thereafter transmitted through hands of the clearing systems and custodians or intermediaries.

The value of the Notes could be adversely affected by a change in English law or administrative practice. The conditions of the Notes are based on English law in effect as at the date of this Base Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of this Base Prospectus and any such change could materially adversely impact the value of any Notes affected by it.

Investors who purchase Notes in denominations that are not an integral multiple of the Specified Denomination may be adversely affected if definitive Notes are subsequently required to be issued. In relation to any issue of Notes which have denominations consisting of a minimum Specified Denomination plus one or more higher integral multiples of another smaller amount, it is possible that such Notes may be traded

24 in amounts that are not integral multiples of such minimum Specified Denomination. In such a case a holder who, as a result of trading such amounts, holds an amount which is less than the minimum Specified Denomination in his account with the relevant clearing system at the relevant time may not receive a definitive Note in respect of such holding (should definitive Notes be printed) and would need to purchase a principal amount of Notes such that its holding amounts to a Specified Denomination.

If such Notes in definitive form are issued, holders should be aware that definitive Notes which have a denomination that is not an integral multiple of the minimum Specified Denomination may be illiquid and difficult to trade.

There are no separate single company financial statements available in respect of the Original Guarantors This Base Prospectus contains the unaudited condensed consolidated financial statements of the Issuer as at and for the six month period ended 30 September 2013 and the audited consolidated financial statements of the Issuer as at and for each of the financial years ended 31 March 2013 and 31 March 2012, but does not contain separate single company accounts in respect of any of the Original Guarantors as at those dates or for those periods. The Issuer has accordingly made an omission request to, and received approval thereof from, the Central Bank of Ireland in respect of the requirement contained in the Prospectus Regulation to present in a prospectus single company accounts with respect to each Original Guarantor on the basis that such information is only of “minor importance for a specific offer to the public or admission to trading on a regulated market and unlikely to influence an informed assessment of the financial position and prospects of the issuer, offeror or guarantor, if any”. Noteholders should therefore be aware that whilst the financial information relating to the Original Guarantors is consolidated within the consolidated financial statements of the Issuer set out elsewhere in this Base Prospectus, no separate single company financial statements are available with respect to any of the Original Guarantors. Noteholders should also refer to “Description of the Original Guarantors—Organisational Structure” for a description of the contribution to the Group’s EBITDA and net assets as at and during the six month period ended 30 September 2013 and as at during the two financial years ended 31 March 2013 and 31 March 2012 made by subsidiaries of the Issuer who are not Original Guarantors.

Risks related to the market generally Set out below is a description of material market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk:

An active secondary market in respect of the Notes may never be established or may be illiquid and this would adversely affect the value at which an investor could sell his Notes Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be very liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, are designed for specific investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors. These types of Notes generally would have a more limited secondary market and more price volatility than conventional debt securities.

If an investor holds Notes which are not denominated in the investor’s home currency, he will be exposed to movements in exchange rates adversely affecting the value of his holding. In addition, the imposition of exchange controls in relation to any Notes could result in an investor not receiving payments on those Notes. The Issuer will pay principal and interest on the Notes and each Guarantor will make any payments under the Notes Guarantee in the Specified Currency. This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the Investor’s Currency) other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to the Specified Currency would decrease (1) the Investor’s Currency-equivalent yield on the Notes, (2) the Investor’s Currency-equivalent value of the principal payable on the Notes and (3) the Investor’s Currency-equivalent market value of the Notes.

25 Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate or the ability of the Issuer or the Guarantors to make payments in respect of the Notes. As a result, investors may receive less interest or principal than expected, or no interest or principal.

The value of Fixed Rate Notes may be adversely affected by movements in market interest rates. Investment in Fixed Rate Notes involves the risk that if market interest rates subsequently increase above the rate paid on the Fixed Rate Notes, this will adversely affect the value of the Fixed Rate Notes.

Credit ratings assigned to the Issuer or any Notes may not reflect all the risks associated with an investment in those Notes. One or more independent credit rating agencies may assign credit ratings to the Issuer or the Notes. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised, suspended or withdrawn by the rating agency at any time.

In general, European regulated investors are restricted under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation) from using credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency established in the EU and registered under the CRA Regulation (and such registration has not been withdrawn or suspended), subject to transitional provisions that apply in certain circumstances whilst the registration application is pending. Such general restriction will also apply in the case of credit ratings issued by non-EU credit rating agencies, unless the relevant credit ratings are endorsed by an EU-registered credit rating agency or the relevant non-EU rating agency is certified in accordance with the CRA Regulation (and such endorsement action or certification, as the case may be, has not been withdrawn or suspended). The list of registered and certified rating agencies published by the European Securities and Markets Authority (ESMA)on its website in accordance with the CRA Regulation is not conclusive evidence of the status of the relevant rating agency included in such list, as there may be delays between certain supervisory measures being taken against a relevant rating agency and the publication of the updated ESMA list. Certain information with respect to the credit rating agencies and ratings is set out on the cover of this Base Prospectus.

26 FORM OF THE NOTES

Each Tranche of Notes will be in bearer form and will initially be issued in the form of a temporary global note (a Temporary Global Note) or, if so specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, a permanent global note (a Permanent Global Note) which, in either case, will: (i) if the Global Notes are intended to be issued in new global note (NGN) form, as stated in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, be delivered on or prior to the original issue date of the Tranche to a common safekeeper (the Common Safekeeper) for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg); and (ii) if the Global Notes are not intended to be issued in NGN Form, be delivered on or prior to the original issue date of the Tranche to a common depositary (the Common Depositary) for Euroclear and Clearstream, Luxembourg.

Where the Global Notes issued in respect of any Tranche are in NGN form, the applicable Final Terms or, as the case may be, the applicable Pricing Supplement will also indicate whether such Global Notes are intended to be held in a manner which would allow Eurosystem eligibility. Any indication that the Global Notes are to be so held does not necessarily mean that the Notes of the relevant Tranche will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any times during their life as such recognition depends upon satisfaction of the Eurosystem eligibility criteria. The Common Safekeeper for NGNs will either be Euroclear or Clearstream, Luxembourg or another entity approved by Euroclear and Clearstream, Luxembourg, as indicated in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement.

Whilst any Note is represented by a Temporary Global Note, payments of principal, interest (if any) and any other amount payable in respect of the Notes due prior to the Exchange Date (as defined below) will be made (against presentation of the Temporary Global Note if the Temporary Global Note is not intended to be issued in NGN form) only to the extent that certification (in a form to be provided) to the effect that the beneficial owners of interests in such Note are not U.S. persons or persons who have purchased for resale to any U.S. person, as required by U.S. Treasury regulations, has been received by Euroclear and/or Clearstream, Luxembourg and Euroclear and/or Clearstream, Luxembourg, as applicable, has given a like certification (based on the certifications it has received) to the Agent.

On and after the date (the Exchange Date) which is 40 days after a Temporary Global Note is issued, interests in such Temporary Global Note will be exchangeable (free of charge) upon a request as described therein either for (a) interests in a Permanent Global Note of the same Series or (b) definitive Notes of the same Series with, where applicable, interest coupons and talons attached (as indicated in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement and subject, in the case of definitive Notes, to such notice period as is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement), in each case against certification of beneficial ownership as described above unless such certification has already been given. The holder of a Temporary Global Note will not be entitled to collect any payment of interest, principal or other amount due on or after the Exchange Date unless, upon due certification, exchange of the Temporary Global Note for an interest in a Permanent Global Note or for definitive Notes is improperly withheld or refused.

Payments of principal, interest (if any) or any other amounts on a Permanent Global Note will be made through Euroclear and/or Clearstream, Luxembourg (against presentation or surrender (as the case may be) of the Permanent Global Note if the Permanent Global Note is not intended to be issued in NGN form) without any requirement for certification.

The applicable Final Terms or, as the case may be, the applicable Pricing Supplement will specify that a Permanent Global Note will be exchangeable (free of charge), in whole but not in part, for definitive Notes with, where applicable, interest coupons and talons attached upon either (a) not less than 60 days’ written notice from Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Permanent Global Note) to the Agent as described therein or (b) only upon the occurrence of an Exchange Event. For these purposes, Exchange Event means that (i) an Event of Default (as defined in Condition 9) has occurred and is continuing, or (ii) the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system satisfactory to the Trustee is available. The Issuer will promptly give notice to Noteholders in accordance with Condition 13 if an Exchange Event occurs. In the event of the occurrence of an Exchange Event, Euroclear

27 and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Permanent Global Note) or the Trustee may give notice to the Agent requesting exchange. Any such exchange shall occur not later than 45 days after the date of receipt of the first relevant notice by the Agent.

The following legend will appear on all Notes which have an original maturity of more than one year and on all interest coupons relating to such Notes:

“ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.”

The sections referred to provide that United States holders, with certain exceptions, will not be entitled to deduct any loss on Notes or interest coupons and will not be entitled to capital gains treatment in respect of any gain on any sale, disposition, redemption or payment of principal in respect of such Notes or interest coupons.

Notes which are represented by a Global Note will only be transferable in accordance with the rules and procedures for the time being of Euroclear or Clearstream, Luxembourg, as the case may be.

Pursuant to the Agency Agreement (as defined under “Terms and Conditions of the Notes”), the Agent shall arrange that, where a further Tranche of Notes is issued which is intended to form a single Series with an existing Tranche of Notes at a point after the Issue Date of the further Tranche, the Notes of such further Tranche shall be assigned a common code and ISIN which are different from the common code and ISIN assigned to Notes of any other Tranche of the same Series until such time as the Tranches are consolidated and form a single Series, which shall not be prior to the expiry of the distribution compliance period (as defined in Regulation S under the Securities Act) applicable to the Notes of such Tranche.

Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement.

No Noteholder or Couponholder shall be entitled to proceed directly against the Issuer or any Guarantor unless the Trustee, having become bound so to proceed, fails so to do within a reasonable period and the failure shall be continuing.

28 APPLICABLE FINAL TERMS

Set out below is the form of Final Terms which will be completed for each Tranche of Notes which are not Exempt Notes and which have a denomination of €100,000 (or its equivalent in any other currency) or more issued under the Programme.

[Date]

GLOBAL SWITCH HOLDINGS LIMITED

Issue of [Aggregate Nominal Amount of Tranche][Title of Notes] Guaranteed by certain subsidiaries of Global Switch Holdings Limited under the €1,000,000,000 Euro Medium Term Note Programme

PART A—CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated [date] [and the supplement[s] to it dated [date] [and [date]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive (the Base Prospectus). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer, the Original Guarantors (as defined below) and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus [and the supplement[s]] [has] [have] been published on the website of the Central Bank of Ireland at http://www.centralbank.ie/regulation/securities-markets/prospectus/Pages/ approvedprospectus.aspx [and on the website of the Irish Stock Exchange at www.ise.ie] and copies may be obtained during normal business hours, free of charge, from the registered office of the Issuer at O’Neal Marketing Associates Building, 2nd Floor, Wickham’s Cay II, Road Town, Tortola, British Virgin Islands and from the specified office of the Agent at One Canada Square, London E14 4BB.

The expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in the Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU.

[Include whichever of the following apply or specify as “Not Applicable”. Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or subparagraphs. Italics denote directions for completing the Final Terms.]

[If the Notes have a maturity of less than one year from the date of their issue, the minimum denomination may need to be £100,000 or its equivalent in any other currency.]

1. (a) Issuer: Global Switch Holdings Limited (b) Original Guarantors: Brookset 20 Limited Global Switch Coöperatief U.A. ICT Centre Holding B.V. ICT Centre France B.V. Global Switch PropertyHolding B.V. Global Switch Amsterdam B.V. Global Switch Amsterdam Property B.V. Global Switch Australia Holdings Pty Limited Global Switch Property (Australia) Pty Limited Global Switch Australia Pty Limited Global Switch Property Pty Limited Global Switch Singapore Holdings Pte Limited Global Switch (Property) Singapore Pte Limited Global Switch (France) Holding SAS Global Switch (Paris) SAS Global Switch Limited Global Switch Estates 1 Limited Global Switch Estates 2 Limited

29 2. (a) Series Number: [ ] (b) Tranche Number: [ ] (c) Date on which the Notes will be The Notes will be consolidated and form a single Series with consolidated and form a single [identify earlier Tranches] on [the Issue Date/exchange of the Series: Temporary Global Note for interests in the Permanent Global Note, as referred to in paragraph [24] below, which is expected to occur on or about [date]][Not Applicable] 3. Specified Currency or Currencies: [ ] 4. Aggregate Nominal Amount: (a) Series: [ ] (b) Tranche: [ ] 5. Issue Price: [ ] per cent. of the Aggregate Nominal Amount [plus accrued interest from [insert date](if applicable)] 6. (a) Specified Denominations: [ ] (N.B. Notes must have a minimum denomination of €100,000 (or equivalent)) (Note—where multiple denominations above [€100,000] or equivalent are being used the following sample wording should be followed: “[€100,000] and integral multiples of [€1,000] in excess thereof up to and including [€199,000]. No Notes in definitive form will be issued with a denomination above [€199,000].”)) (b) Calculation Amount: [ ] (If only one Specified Denomination, insert the Specified Denomination. If more than one Specified Denomination, insert the highest common factor. Note: There must be a common factor in the case of two or more Specified Denominations.) 7. (a) Issue Date: [ ] (b) Interest Commencement Date: [specify/Issue Date/Not Applicable] (N.B. An Interest Commencement Date will not be relevant for certain Notes, for example Zero Coupon Notes.) 8. Maturity Date: [Fixed rate—specify date/Floating rate—Interest Payment Date falling in or nearest to [specify month]] 9. Interest Basis: [[ ] per cent. Fixed Rate] [[[ ] month [LIBOR/EURIBOR]] +/- [ ] per cent. Floating Rate] [Zero coupon] (see paragraph [14]/[15]/[16] below) 10. Redemption/Payment Basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at [100] per cent./[ ] per cent. of their nominal amount 11. Change of Interest Basis: [Specify the date when any fixed to floating rate change occurs or cross refer to paragraphs 14 and 15 below and identify there][Not Applicable] 12. Put/Call Options: [Investor Put] Change of Control Put [Make Whole Redemption by Issuer] [Issuer Call] [(see paragraph [18]/[19]/[20]/[21] below)]

30 13. (a) Status of the Notes: Senior (b) Status of the Notes Guarantee: Senior (c) [Date [Board] approval for [ ] [and [ ], respectively]] issuance of Notes [and Notes (N.B. Only relevant where Board (or similar) authorisation is Guarantee] obtained: required for the particular tranche of Notes or related Notes Guarantee)

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14. Fixed Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Rate(s) of Interest: [ ] per cent. per annum payable in arrear on each Interest Payment Date (b) Interest Payment Date(s): [ ] in each year up to and including the Maturity Date (Amend appropriately in the case of irregular coupons) (c) Fixed Coupon Amount(s): [ ] per Calculation Amount (Applicable to Notes in definitive form.) (d) Broken Amount(s): [[ ] per Calculation Amount, payable on the Interest (Applicable to Notes in Payment Date falling [in/on] [ ]][Not Applicable] definitive form.) (e) Day Count Fraction: [30/360] [Actual/Actual (ICMA)] (f) [Determination Date(s): [[ ] in each year][Not Applicable] (Only relevant where Day Count Fraction is Actual/Actual (ICMA). In such a case, insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon) (g) Ratings Step-up/Step-down: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph. If applicable, the Notes must be rated upon issuance) (i) Step Up Percentage: [ ] per cent. per annum (ii) Step Down Percentage: [ ] per cent. per annum

15. Floating Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Specified Period(s)/Specified [] Interest Payment Dates: (b) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/ Preceding Business Day Convention] (c) Additional Business Centre(s): [ ] (d) Manner in which the Rate of [Screen Rate Determination/ISDA Determination] Interest and Interest Amount is to be determined: (e) Party responsible for calculating [ ]/[Not Applicable] the Rate of Interest and Interest Amount (if not the Agent):

31 (f) Screen Rate Determination: • Reference Rate: Reference Rate: [ ] month [LIBOR/EURIBOR] • Interest Determination [] Date(s): (Second London business day prior to the start of each Interest Period if LIBOR (other than Sterling or euro LIBOR), first day of each Interest Period if Sterling LIBOR and the second day on which the TARGET2 System is open prior to the start of each Interest Period if EURIBOR or euro LIBOR) • Relevant Screen Page: [ ] (In the case of EURIBOR, if not Reuters EURIBOR01 ensure it is a page which shows a composite rate or amend the fallback provisions appropriately) (g) ISDA Determination: • Floating Rate Option: [ ] • Designated Maturity: [ ] • Reset Date: [ ] (In the case of a LIBOR or EURIBOR based option, the first day of the Interest Period) (h) Margin(s): [+/-] [ ] per cent. per annum (i) Linear Interpolation: [Not Applicable / Applicable—the Rate of Interest for the [long/short][first/last] Interest Period shall be calculated using Linear Interpolation] (j) Minimum Rate of Interest: [ ] per cent. per annum (k) Maximum Rate of Interest: [ ] per cent. per annum (l) Day Count Fraction: [Actual/Actual (ISDA)][Actual/Actual] [Actual/365 (Fixed)] [Actual/365 (Sterling)] [Actual/360] [30/360][360/360][Bond Basis] [30E/360][Eurobond Basis] [30E/360 (ISDA)]

16. Zero Coupon Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Accrual Yield: [ ] per cent. per annum (b) Reference Price: [ ] (c) Day Count Fraction in relation [30/360] to Early Redemption Amounts: [Actual/360] [Actual/365]

PROVISIONS RELATING TO REDEMPTION

17. Notice periods for Condition 6.2: Minimum period: [ ] days Maximum period: [ ] days

32 18. Make-whole Redemption by the Issuer: [Applicable/Not Applicable] (If not applicable, delete remaining subparagraphs of this paragraph) (a) Make-whole Redemption Date(s): [ ] (b) Make-whole Redemption Margin: [[ ] basis points/Not Applicable] (c) Reference Bond: [CA Selected Bond/[ ]] (d) Quotation Time: [[5.00 p.m. [Brussels/London/[ ]]] time/Not Applicable] (e) Reference Rate Determination Date: The [ ] Business Day preceding the relevant Make- whole Redemption Date (f) If redeemable in part: (i) Minimum Redemption [] Amount: (ii) Maximum Redemption [] Amount: (g) Notice Periods: Minimum period: [ ] days Maximum period: [ ] days (N.B. When setting notice periods, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems (which require a minimum of 5 business days’ notice for a call) and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent or Trustee)

19. Issuer Call: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Optional Redemption Date(s): [ ] (b) Optional Redemption Amount and [ ] per Calculation Amount method, if any, of calculation of such amount(s): (c) If redeemable in part: (i) Minimum Redemption [] Amount: (ii) Maximum Redemption [] Amount: (d) Notice periods: Minimum period: [ ] days Maximum period: [ ] days (N.B. When setting notice periods, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems (which require a minimum of 5 business days’ notice for a call) and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent or Trustee)

33 20. Investor Put: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Optional Redemption Date(s): [ ] (b) Optional Redemption Amount: [ ] per Calculation Amount (NB: If the Optional Redemption Amount is other than a specified amount per Calculation Amount, the Notes will need to be Exempt Notes) (c) Notice periods: Minimum period: [ ] days Maximum period: [ ] days (N.B. When setting notice periods, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems (which require a minimum of 15 business days’ notice for a put) and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent or Trustee)

21. Change of Control Redemption Amount: [ ] per Calculation Amount

22. Final Redemption Amount: [ ] per Calculation Amount

23. Early Redemption Amount payable on [ ] per Calculation Amount redemption for taxation reasons or on event of default:

GENERAL PROVISIONS APPLICABLE TO THE NOTES

24. Form of Notes: (a) Form: [Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes [on 60 days’ notice given at any time/only upon an Exchange Event]] [Temporary Global Note exchangeable for Definitive Notes on and after the Exchange Date] [Permanent Global Note exchangeable for Definitive Notes on 60 days’ notice given at any time/only upon an Exchange Event] (Ensure that this is consistent with the wording in the “Form of the Notes” section in the Base Prospectus and the Notes themselves. N.B. The exchange upon notice/at any time options should not be expressed to be applicable if the Specified Denomination of the Notes in paragraph 6 includes language substantially to the following effect: “[€100,000] and integral multiples of [€1,000] in excess thereof up to and including [€199,000].” Furthermore, such Specified Denomination construction is not permitted in relation to any issue of Notes which is to be represented on issue by a Temporary Global Note exchangeable for Definitive Notes.) (b) New Global Note: [Yes] [No]

25. Additional Financial Centre(s): [Not Applicable/give details] (Note that this paragraph relates to the place of payment and not Interest Period end dates to which sub-paragraphs 15(c) relates)

26. Talons for future Coupons to be attached [Yes, as the Notes have more than 27 coupon payments, to Definitive Notes: Talons may be required if, on exchange into definitive form, more than 27 coupon payments are still to be made/No]

34 Signed on behalf of Global Switch Holdings Limited: Signed on behalf of Brookset 20 Limited:

By: By:

Duly authorised Duly authorised

Signed on behalf of Global Switch Coöperatief U.A.: Signed on behalf of ICT Centre Holding B.V.:

By: By:

Duly authorised Duly authorised

Signed on behalf of ICT Centre France B.V.: Signed on behalf of Global Switch PropertyHolding B.V.:

By: By:

Duly authorised Duly authorised

Signed on behalf of Global Switch Amsterdam B.V.: Signed on behalf of Global Switch Amsterdam Property B.V.:

By: By:

Duly authorised Duly authorised

Signed on behalf of Global Switch Australia Holdings Signed on behalf of Global Switch Property Pty Limited: (Australia) Pty Limited:

By: By:

Duly authorised Duly authorised

Signed on behalf of Global Switch Australia Pty Signed on behalf of Global Switch Property Pty Limited: Limited:

By: By:

Duly authorised Duly authorised

Signed on behalf of Global Switch Singapore Signed on behalf of Global Switch (Property) Holdings Pte Limited: Singapore Pte Limited:

By: By:

Duly authorised Duly authorised

Signed on behalf of Global Switch (France) Holding Signed on behalf of Global Switch (Paris) SAS: SAS:

By: By:

Duly authorised Duly authorised

35 Signed on behalf of Global Switch Estates 1 Limited: Signed on behalf of Global Switch Limited:

By: By:

Duly authorised Duly authorised

Signed on behalf of Global Switch Estates 2 Limited:

By:

Duly authorised

36 PART B—OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING (i) Listing and Admission to trading Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to the Official List of the Irish Stock Exchange and to trading on the Main Securities Market of the Irish Stock Exchange with effect from [ ]. (ii) Estimate of total expenses related to [] admission to trading:

2. RATINGS Ratings: [The Notes to be issued [[have been]/[are expected to be]] rated]/[The following ratings reflect ratings assigned to Notes of this type issued under the Programme generally]: [insert details]] by [insert the legal name of the relevant credit rating agency entity(ies) and associated defined terms]. Each of [defined terms] is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). (The above disclosure should reflect the rating allocated to Notes of the type being issued under the Programme generally or, where the issue has been specifically rated, that rating. Note: Condition 4.2 (if applicable) and Condition 6.4(b) contemplate the Notes being rated upon issuance.)

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE [Save for any fees payable to the Managers/Dealers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The [Managers/Dealers] and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and the Original Guarantors and their affiliates in the ordinary course of business—Amend as appropriate if there are other interests]

4. YIELD (Fixed Rate Notes only) Indication of yield: [ ] The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

5. HISTORIC INTEREST RATES (Floating rate notes only) Details of historic [LIBOR/EURIBOR] rates can be obtained from [Reuters].

6. OPERATIONAL INFORMATION (i) ISIN Code: [ ] (ii) Common Code: [ ] (iii) Any clearing system(s) other than [Not Applicable/give name(s) and number(s)] Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s): (iv) Delivery: Delivery [against/free of] payment

37 (v) Names and addresses of additional Paying [] Agent(s) (if any): (vi) Deemed delivery of clearing system Any notice delivered to Noteholders through the notices for the purposes of Condition 13: clearing systems will be deemed to have been given on the second business day after the day on which it was given to Euroclear and Clearstream, Luxembourg. [(vii) Intended to be held in a manner which [Yes. Note that the designation “yes” simply means that would allow Eurosystem eligibility: the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.]/ [No. Whilst the designation is specified as “no” at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.]] 7. DISTRIBUTION (i) Method of distribution: [Syndicated/Non-syndicated] (ii) If syndicated, names of Managers: [Not Applicable/give names] (iii) Stabilising Manager(s) (if any): [Not Applicable/give name] (iv) If non-syndicated, name of relevant [Not Applicable/give name] Dealer: (v) U.S. Selling Restrictions: [Reg. S Compliance Category 2; TEFRA D/TEFRA C/TEFRA not applicable]]

38 APPLICABLE PRICING SUPPLEMENT

EXEMPT NOTES OF ANY DENOMINATION Set out below is the form of Pricing Supplement which will be completed for each Tranche of Exempt Notes, whatever the denomination of those Notes, issued under the Programme.

NO PROSPECTUS IS REQUIRED IN ACCORDANCE WITH DIRECTIVE 2003/71/EC (AS AMENDED) FOR THE ISSUE OF NOTES DESCRIBED BELOW.

[Date]

GLOBAL SWITCH HOLDINGS LIMITED

Issue of [Aggregate Nominal Amount of Tranche][Title of Notes] Guaranteed by certain subsidiaries of Global Switch Holdings Limited under the €1,000,000,000 Euro Medium Term Note Programme

PART A—CONTRACTUAL TERMS

This document constitutes the Pricing Supplement for the Notes described herein. This document must be read in conjunction with the Base Prospectus dated [date] [as supplemented by the supplement[s] dated [date[s]]] (the Base Prospectus). Full information on the Issuer, the Original Guarantors (as defined below) and the offer of the Notes is only available on the basis of the combination of this Pricing Supplement and the Base Prospectus. The Base Prospectus [and the supplement[s]] [has] [have] been published on the website of the Central Bank of Ireland at http://www.centralbank.ie/regulation/securities-markets/prospectus/Pages/approvedprospectus.aspx [and on the website of the Irish Stock Exchange at www.ise.ie] and copies may be obtained during normal business hours, free of charge, from the registered office of the Issuer at O’Neal Marketing Associates Building, 2nd Floor, Wickham’s Cay II, Road Town, Tortola, British Virgin Islands and from the specified office of the Agent at One Canada Square, London E14 4BB.

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the Conditions) set forth in the Base Prospectus [dated [original date] which are incorporated by reference in the Base Prospectus].

[Include whichever of the following apply or specify as “Not Applicable”. Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or subparagraphs. Italics denote directions for completing the Pricing Supplement.]

[If the Notes have a maturity of less than one year from the date of their issue, the minimum denomination may need to be £100,000 or its equivalent in any other currency.]

1. (a) Issuer: Global Switch Holdings Limited (b) Original Guarantors: Brookset 20 Limited Global Switch Coöperatief U.A. ICT Centre Holding B.V. ICT Centre France B.V. Global Switch PropertyHolding B.V. Global Switch Amsterdam B.V. Global Switch Amsterdam Property B.V. Global Switch Australia Holdings Pty Limited Global Switch Property (Australia) Pty Limited Global Switch Australia Pty Limited Global Switch Property Pty Limited Global Switch Singapore Holdings Pte Limited Global Switch (Property) Singapore Pte Limited Global Switch (France) Holding SAS Global Switch (Paris) SAS Global Switch Limited Global Switch Estates 1 Limited Global Switch Estates 2 Limited

39 2. (a) Series Number: [ ] (b) Tranche Number: [ ] (c) Date on which the Notes will be consolidated and The Notes will be consolidated and form a form a single Series: single Series with [identify earlier Tranches]on [the Issue Date/exchange of the Temporary Global Note for interests in the Permanent Global Note, as referred to in paragraph [24] below, which is expected to occur on or about [date]][Not Applicable]

3. Specified Currency or Currencies: [ ]

4. Aggregate Nominal Amount: (a) Series: [ ] (b) Tranche: [ ]

5. Issue Price: [ ] per cent. of the Aggregate Nominal Amount [plus accrued interest from [insert date] (if applicable)]

6. (a) Specified Denominations: [ ] (Note—where multiple denominations above [€100,000] or equivalent are being used the following sample wording should be followed: “[€100,000] and integral multiples of [€1,000] in excess thereof up to and including [€199,000]. No Notes in definitive form will be issued with a denomination above [€199,000].”)) (b) Calculation Amount: [ ] (If only one Specified Denomination, insert the Specified Denomination. If more than one Specified Denomination, insert the highest common factor. Note: There must be a common factor in the case of two or more Specified Denominations.)

7. (a) Issue Date: [ ] (b) Interest Commencement Date: [specify/Issue Date/Not Applicable] (N.B. An Interest Commencement Date will not be relevant for certain Notes, for example Zero Coupon Notes.)

8. Maturity Date: [Fixed rate—specify date/ Floating rate— Interest Payment Date falling in or nearest to [specify month]]

9. Interest Basis: [[ ] per cent. Fixed Rate] [[specify Reference Rate] +/- [ ] per cent. Floating Rate] [Zero Coupon] [specify other] (further particulars specified below)

10. Redemption/Payment Basis: [Redemption at par] [specify other]

40 11. Change of Interest Basis or Redemption/Payment Basis: [Specify details of any provision for change of Notes into another Interest Basis or Redemption/Payment Basis][Not Applicable]

12. Put/Call Options: [Investor Put] Change of Control Put [Make Whole Redemption by Issuer] [Issuer Call] [(further particulars specified below)]

13. (a) Status of the Notes: Senior (b) Status of the Notes Guarantee: Senior (c) [Date [Board] approval for issuance of Notes [and [ ] [and [ ], respectively]] Notes Guarantee] obtained: (N.B. Only relevant where Board (or similar) authorisation is required for the particular tranche of Notes or related Notes Guarantee)

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14. Fixed Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Rate(s) of Interest: [ ] per cent. per annum payable in arrear on each Interest Payment Date (b) Interest Payment Date(s): [ ] in each year up to and including the Maturity Date (Amend appropriately in the case of irregular coupons) (c) Fixed Coupon Amount(s): [ ] per Calculation Amount (Applicable to Notes in definitive form.) (d) Broken Amount(s): [[ ] per Calculation Amount, payable on (Applicable to Notes in definitive form.) the Interest Payment Date falling [in/on] [ ]][Not Applicable] (e) Day Count Fraction: [30/360/Actual/Actual (ICMA)/specify other] (f) [Determination Date(s): [[ ] in each year][Not Applicable] (Only relevant where Day Count Fraction is Actual/Actual (ICMA). In such a case, insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon] (g) Ratings Step-up/Step-down: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph. If applicable, the Notes must be rated upon issuance) (i) Step Up Percentage: [ ] per cent. per annum (ii) Step Down Percentage: [ ] per cent. per annum (h) Other terms relating to the method of calculating [None/Give details] interest for Fixed Rate Notes which are Exempt Notes:

15. Floating Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph)

41 (a) Specified Period(s)/Specified Interest Payment [] Dates: (b) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/ Preceding Business Day Convention/[specify other]] (c) Additional Business Centre(s): [] (d) Manner in which the Rate of Interest and Interest [Screen Rate Determination/ISDA Amount is to be determined: Determination/specify other] (e) Party responsible for calculating the Rate of [ ]/[Not Applicable] Interest and Interest Amount (if not the Agent): (f) Screen Rate Determination: • Reference Rate: Reference Rate: [ ] month [LIBOR/ EURIBOR/specify other Reference Rate] • Interest Determination Date(s): [] (Second London business day prior to the start of each Interest Period if LIBOR (other than Sterling or euro LIBOR), first day of each Interest Period if Sterling LIBOR and the second day on which the TARGET2 System is open prior to the start of each Interest Period if EURIBOR or euro LIBOR) • Relevant Screen Page: [ ] (In the case of EURIBOR, if not Reuters EURIBOR01 ensure it is a page which shows a composite rate or amend the fallback provisions appropriately)

(g) ISDA Determination: • Floating Rate Option: [ ] • Designated Maturity: [ ] • Reset Date: [ ] (In the case of a LIBOR or EURIBOR based option, the first day of the Interest Period) (h) Margin(s): [+/-] [ ] per cent. per annum (i) Linear Interpolation: [Not Applicable / Applicable—the Rate of Interest for the [long/short][first/last] Interest Period shall be calculated using Linear Interpolation] (j) Minimum Rate of Interest: [ ] per cent. per annum (k) Maximum Rate of Interest: [ ] per cent. per annum (l) Day Count Fraction: [Actual/Actual (ISDA)][Actual/Actual] [Actual/365 (Fixed)] [Actual/365 (Sterling)] [Actual/360] [30/360][360/360][Bond Basis] [30E/360][Eurobond Basis] [30E/360 (ISDA)] [Other] (See Condition 4 for alternatives)

42 (m) Fallback provisions, rounding provisions and any [] other terms relating to the method of calculating interest on Floating Rate Notes which are Exempt Notes, if different from those set out in the Conditions:

16. Zero Coupon Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Accrual Yield: [ ] per cent. per annum (b) Reference Price: [ ] (c) Any other formula/basis of determining amount [] payable for Zero Coupon Notes which are Exempt Notes: (d) Day Count Fraction in relation to Early [30/360] Redemption Amounts: [Actual/360] [Actual/365]

PROVISIONS RELATING TO REDEMPTION

17. Notice periods for Condition 6.2: Minimum period: [ ] days Maximum period: [ ] days

18. Make-whole Redemption by the Issuer: [Applicable/Not Applicable] (If not applicable, delete remaining subparagraphs of this paragraph) (a) Make-whole Redemption Date(s): [ ] (b) Make-whole Redemption Margin: [[ ] basis points/Not Applicable] (c) Reference Bond: [CA Selected Bond/[ ]] (d) Quotation Time: [[5.00 p.m. [Brussels/London/[ ]]] time/ Not Applicable] (e) Reference Rate Determination Date: The [ ] Business Day preceding the relevant Make-whole Redemption Date (f) If redeemable in part: (i) Minimum Redemption Amount: [ ] (ii) Maximum Redemption Amount: [ ] (g) Notice Periods: Minimum period: [ ] days Maximum period: [ ] days (N.B. When setting notice periods, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, cleaning systems (which require a minimum of 5 business days’ notice for a call) and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent or Trustee)

19. Issuer Call: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Optional Redemption Date(s): [ ]

43 (b) Optional Redemption Amount and method, if any, [[ ] per Calculation Amount specify of calculation of such amount(s): other/see Appendix] (c) If redeemable in part: (i) Minimum Redemption Amount: [ ] (ii) Maximum Redemption Amount: [ ] (d) Notice periods: Minimum period: [ ] days Maximum period: [ ] days (N.B. When setting notice periods, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems (which require a minimum of 5 business days’ notice for a call) and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent or Trustee)

20. Investor Put: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Optional Redemption Date(s): [ ] (b) Optional Redemption Amount and method, if any, [[ ] per Calculation Amount/specify of calculation of such amount(s): other/see Appendix] (c) Notice periods: Minimum period: [ ] days Maximum period: [ ] days (N.B. When setting notice periods, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems (which require a minimum of 15 business days’ notice for a put) and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent or Trustee)

21. Change of Control Redemption Amount: [ ] per Calculation Amount

22. Final Redemption Amount: [[ ] per Calculation Amount/specify other/see Appendix]

23. Early Redemption Amount payable on redemption for [[ ] per Calculation Amount/specify taxation reasons or on event of default and/or the other/see Appendix] method of calculating the same (if required or if different from that set out in Condition 6.5):

GENERAL PROVISIONS APPLICABLE TO THE NOTES

24. Form of Notes: (a) Form: [Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes [on 60 days’ notice given at any time/only upon an Exchange Event]] [Temporary Global Note exchangeable for Definitive Notes on and after the Exchange Date]

44 [Permanent Global Note exchangeable for Definitive Notes on 60 days’ notice given at any time/only upon an Exchange Event] (Ensure that this is consistent with the wording in the “Form of the Notes” section in the Base Prospectus and the Notes themselves. N.B. The exchange upon notice/at any time options should not be expressed to be applicable if the Specified Denomination of the Notes in paragraph 6 includes language substantially to the following effect: “[€100,000] and integral multiples of [€1,000] in excess thereof up to and including [€199,000].” Furthermore, such Specified Denomination construction is not permitted in relation to any issue of Notes which is to be represented on issue by a Temporary Global Note exchangeable for Definitive Notes.) (b) New Global Note: [Yes][No]

25. Additional Financial Centre(s): [Not Applicable/give details] (Note that this paragraph relates to the place of payment and not Interest Period end dates to which sub-paragraph 15(c) relates)

26. Talons for future Coupons to be attached to Definitive [Yes, as the Notes have more than 27 coupon Notes: payments, Talons may be required if, on exchange into definitive form, more than 27 coupon payments are still to be made/No]

27. Other final terms: [Not Applicable/give details]

RESPONSIBILITY The Issuer and the Original Guarantors accept responsibility for the information contained in this Pricing Supplement. [[Relevant third party information] has been extracted from [specify source]. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by [specify source], no facts have been omitted which would render the reproduced information inaccurate or misleading.

Signed on behalf of Global Switch Holdings Limited: Signed on behalf of Brookset 20 Limited:

By: By:

Duly authorised Duly authorised

Signed on behalf of Global Switch Coöperatief U.A.: Signed on behalf of ICT Centre Holding B.V.:

By: By:

Duly authorised Duly authorised

Signed on behalf of ICT Centre France B.V.: Signed on behalf of Global Switch PropertyHolding B.V.:

By: By:

Duly authorised Duly authorised

45 Signed on behalf of Global Switch Amsterdam B.V.: Signed on behalf of Global Switch Amsterdam Property B.V.:

By: By:

Duly authorised Duly authorised

Signed on behalf of Global Switch Australia Holdings Signed on behalf of Global Switch Property Pty Limited: (Australia) Pty Limited:

By: By:

Duly authorised Duly authorised

Signed on behalf of Global Switch Australia Pty Signed on behalf of Global Switch Property Pty Limited: Limited:

By: By:

Duly authorised Duly authorised

Signed on behalf of Global Switch Singapore Signed on behalf of Global Switch (Property) Holdings Pte Limited: Singapore Pte Limited:

By: By:

Duly authorised Duly authorised

Signed on behalf of Global Switch (France) Holding Signed on behalf of Global Switch (Paris) SAS: SAS:

By: By:

Duly authorised Duly authorised

Signed on behalf of Global Switch Estates 1 Limited: Signed on behalf of Global Switch Limited:

By: By:

Duly authorised Duly authorised

Signed on behalf of Global Switch Estates 2 Limited:

By:

Duly authorised

46 PART B—OTHER INFORMATION

1. LISTING [Application [has been made/is expected to be made] by the Issuer (or on its behalf) for the Notes to be listed on [specify market—note this should not be a regulated market] with effect from [].] 2. RATINGS Ratings: [The Notes to be issued [[have been]/[are expected to be]] rated [insert details]by[insert the legal name of the relevant credit rating agency entity(ies)]. (The above disclosure is only required if the ratings of the Notes are different to those stated in the Base Prospectus. Note: Condition 4.2 (if applicable) and Condition 6.4(b) contemplate the Notes being rated upon issuance) 3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE [Save for any fees payable to the [Managers/Dealers], so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The [Managers/Dealers] and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and the Original Guarantors and their affiliates in the ordinary course of business—Amend as appropriate if there are other interests] 4. OPERATIONAL INFORMATION (i) ISIN Code: [ ] (ii) Common Code: [ ] (iii) Any clearing system(s) other than Euroclear Bank [Not Applicable/give name(s) and number(s)] S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s): (iv) Delivery: Delivery [against/free of] payment (v) Names and addresses of additional Paying [] Agent(s) (if any): (vi) Deemed delivery of clearing system notices for Any notice delivered to Noteholders through the purposes of Condition 13: the clearing systems will be deemed to have been given on the second business day after the day on which it was given to Euroclear and Clearstream, Luxembourg. [(vii) Intended to be held in a manner which would [Yes. Note that the designation “yes” simply means allow Eurosystem eligibility: that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.] [No. Whilst the designation is specified as “no” at the date of this Pricing Supplement, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited

47 with one of the ICSDs as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.]

5. DISTRIBUTION (i) Method of distribution: [Syndicated/Non-syndicated] (ii) If syndicated, names of Managers: [Not Applicable/give names] (iii) Stabilising Manager(s) (if any): [Not Applicable/give name] (iv) If non-syndicated, name of relevant Dealer: [Not Applicable/give name] (v) U.S. Selling Restrictions: Reg. S Compliance Category 2; [TEFRA D/TEFRA C/TEFRA not applicable] (vi) Additional selling restrictions: [Not Applicable/give details] (Additional selling restrictions are only likely to be relevant for certain structured Notes, such as commodity-linked Notes)

48 TERMS AND CONDITIONS OF THE NOTES

The following are the Terms and Conditions of the Notes which will be incorporated by reference into each Global Note (as defined below) and each definitive Note, in the latter case only if permitted by the relevant stock exchange or other relevant authority (if any) and agreed by the Issuer and the relevant Dealer at the time of issue but, if not so permitted and agreed, such definitive Note will have endorsed thereon or attached thereto such Terms and Conditions. The applicable Pricing Supplement in relation to any Tranche of Exempt Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the following Terms and Conditions, replace or modify the following Terms and Conditions for the purpose of such Notes. The applicable Final Terms or Pricing Supplement (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global Note and definitive Note. Reference should be made to “Applicable Final Terms” or “Applicable Pricing Supplement”, as the case may be, for a description of the content of the Final Terms or, as the case may be, the Pricing Supplement which will specify which of such terms are to apply in relation to the relevant Notes.

This Note is one of a Series (as defined below) of Notes issued by Global Switch Holdings Limited (the Issuer) constituted by a Trust Deed (such Trust Deed as modified and/or supplemented and/or restated from time to time, the Trust Deed) dated 3 December 2013 made between the Issuer, the Original Guarantors (as defined below) and BNY Mellon Corporate Trustee Services Limited (the Trustee, which expression shall include any successor as Trustee). References herein to the Guarantors are references to Brookset 20 Limited, Global Switch Coöperatief U.A., ICT Centre Holding B.V., ICT Centre France B.V., Global Switch PropertyHolding B.V., Global Switch Amsterdam B.V., Global Switch Amsterdam Property B.V., Global Switch Australia Holdings Pty Limited, Global Switch Property (Australia) Pty Limited, Global Switch Australia Pty Limited, Global Switch Property Pty Limited, Global Switch Singapore Holdings Pte Limited, Global Switch (Property) Singapore Pte Limited, Global Switch (France) Holding SAS, Global Switch (Paris) SAS, Global Switch Limited, Global Switch Estates 1 Limited and Global Switch Estates 2 Limited (the Original Guarantors) and each company (if any) which becomes an additional guarantor (each an Additional Guarantor) in accordance with the Trust Deed, but shall not include any Subsidiary of the Issuer which ceases to be a Guarantor of the relevant Series pursuant to Condition 2.3.

References herein to the Notes shall be references to the Notes of this Series and shall mean: (a) in relation to any Notes represented by a global Note (a Global Note), units of each Specified Denomination in the Specified Currency; (b) any Global Note; and (c) any definitive Notes issued in exchange for a Global Note.

The Notes and the Coupons (as defined below) have the benefit of an Agency Agreement (such Agency Agreement as amended and/or supplemented and/or restated from time to time, the Agency Agreement) dated 3 December 2013 and made between the Issuer, the Original Guarantors, the Trustee, The Bank of New York Mellon as issuing and principal paying agent and agent bank (the Agent, which expression shall include any successor agent) and the other paying agents named therein (together with the Agent, the Paying Agents, which expression shall include any additional or successor paying agents).

The final terms for this Note (or the relevant provisions thereof) are set out in Part A of the Final Terms attached to or endorsed on this Note which supplement these Terms and Conditions (the Conditions) or, if this Note is a Note which is neither admitted to trading on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive (an Exempt Note), the final terms (or the relevant provisions thereof) are set out in Part A of the Pricing Supplement and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the Conditions, replace or modify the Conditions for the purposes of this Note. References to the applicable Final Terms or, as the case may be, to the applicable Pricing Supplement, are, unless otherwise stated, to Part A of the Final Terms (or the relevant provisions thereof) or, as the case may be, to Part A of the Pricing Supplement (or the relevant provisions thereof) attached to or endorsed on this Note.

Interest bearing definitive Notes have interest coupons (Coupons) and, in the case of Notes which, when issued in definitive form, have more than 27 interest payments remaining, talons for further Coupons (Talons) attached on issue. Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons or talons. Global Notes do not have Coupons or Talons attached on issue.

49 Any reference to Noteholders or holders in relation to any Notes shall mean the holders of the Notes and shall, in relation to any Notes represented by a Global Note, be construed as provided below. Any reference herein to Couponholders shall mean the holders of the Coupons and shall, unless the context otherwise requires, include the holders of the Talons. The Trustee acts for the benefit of the holders for the time being of the Notes (the Noteholders, which expression shall, in relation to any Notes represented by a Global Note, be construed as provided below), the holders of the Coupons (the Couponholders, which expression shall, unless the context otherwise requires, include the holders of the Talons), in accordance with the provisions of the Trust Deed.

As used herein, Tranche means Notes which are identical in all respects (including as to listing and admission to trading) and Series means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (a) expressed to be consolidated and form a single series and (b) identical in all respects (including as to listing and admission to trading) except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices.

Copies of the Trust Deed and the Agency Agreement are available for inspection during normal business hours at the principal office for the time being of the Trustee being at 3 December 2013 at One Canada Square, London E14 4BB, United Kingdom and at the specified office of each of the Paying Agents. If the Notes are to be admitted to trading on the regulated market of the Irish Stock Exchange the applicable Final Terms or, as the case may be, the applicable Pricing Supplement will be published on the website of Central Bank of Ireland at http://www.centralbank.ie/regulation/securities-markets/prospectus/Pages/approved prospectus.aspx and on the website of the Irish Stock Exchange at www.ise.ie. If this Note is an Exempt Note, the applicable Pricing Supplement will only be obtainable by a Noteholder holding one or more Notes and such Noteholder must produce evidence satisfactory to the Issuer, the Trustee and the relevant Paying Agent as to its holding of such Notes and identity. The Noteholder and the Couponholders are deemed to have notice of, and are entitled to the benefit of, all the provisions of the Trust Deed, the Agency Agreement and the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, which are applicable to them. The statements in the Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed and the Agency Agreement.

Words and expressions defined in the Trust Deed, the Agency Agreement or used in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, shall have the same meanings where used in the Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Trust Deed and the Agency Agreement, the Trust Deed will prevail and, in the event of inconsistency between the Trust Deed or the Agency Agreement and the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, will prevail.

In the Conditions, euro means the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended.

1. FORM, DENOMINATION AND TITLE The Notes are in bearer form and, in the case of definitive Notes, serially numbered, in the currency (the Specified Currency) and the denominations (the Specified Denomination(s)) specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement. Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. Unless this Note is an Exempt Note, this Note may be a Fixed Rate Note, a Floating Rate Note or a Zero Coupon Note, or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement. If this Note is an Exempt Note, this Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Pricing Supplement. Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the Conditions are not applicable. Subject as set out below, title to the Notes and Coupons will pass by delivery. The Issuer, the Guarantors, the Paying Agents and the Trustee will (except as otherwise required by law) deem and treat the bearer of any Note or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph.

50 For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear Bank S.A./N.V. (Euroclear) and/or Clearstream Banking, société anonyme (Clearstream, Luxembourg), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Guarantors, the Paying Agents and the Trustee as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Global Note shall be treated by the Issuer, the Guarantors, any Paying Agent and the Trustee as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note and the expressions Noteholder and holder of Notes and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned. Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in Part B of the applicable Final Terms or, as the case may be, the applicable Pricing Supplement.

2. STATUS OF THE NOTES AND THE NOTES GUARANTEE 2.1 Status of the Notes The Notes and any relative Coupons are direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rank pari passu among themselves and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Issuer, from time to time outstanding.

2.2 Status of the Notes Guarantee The payment of principal and interest (if any) in respect of the Notes and all other moneys payable by the Issuer under or pursuant to the Trust Deed has been unconditionally and irrevocably (subject to the provisions of the Trust Deed) guaranteed by the Guarantors in the Trust Deed (the Notes Guarantee). The obligations of each Guarantor under the Notes Guarantee are direct, (subject as set out in the Trust Deed) unconditional, unsubordinated and unsecured obligations of that Guarantor and (save for certain obligations required to be preferred by law) rank equally with all other outstanding unsecured obligations (other than subordinated obligations, if any) of that Guarantor, present and future, but, in the event of insolvency, only to the extent permitted by applicable laws relating to creditors’ rights.

2.3 Release of a Guarantor The Issuer may, by written notice to the Trustee signed by two Directors or a Director and an Authorised Signatory (as defined in the Trust Deed) of the Issuer, request that a Guarantor ceases to be a Guarantor if such Guarantor is no longer providing a Guarantee in respect of any other Financial Indebtedness (as defined in Condition 3.5) of the Issuer. Upon the Trustee’s receipt of such notice, such Guarantor shall automatically and irrevocably be released and relieved of any obligation under the Notes Guarantee. Such notice must also contain the following certifications: (a) no Event of Default or Potential Event of Default (as defined in the Trust Deed) is continuing or will result from the release of that Guarantor; (b) no part of the Financial Indebtedness in respect of which that Guarantor is or was providing a Guarantee is at that time due and payable but unpaid; (c) such Guarantor is not (or will cease to be simultaneously with such release) providing a Guarantee in respect of any other Financial Indebtedness of the Issuer; and (d) such Guarantor will, upon such release, cease to be Material Company (as defined below).

51 3. COVENANTS 3.1 Negative Pledge So long as any of the Notes remains outstanding (as defined in the Trust Deed), the Issuer shall not permit the total amount of outstanding of Borrowings that benefits from Security to exceed twenty five per cent. (25%) of Total Assets.

3.2 Interest Cover So long as any of the Notes remains outstanding, the Issuer shall ensure that Interest Cover in respect of any Relevant Period shall not be less than 2.5:1.

3.3 Total Net Debt So long as any of the Notes remains outstanding, the Issuer shall ensure that the Total Net Debt shall not exceed fifty per cent. (50%) of Total Assets.

3.4 Additional Guarantors So long as any of the Notes remains outstanding, the Issuer shall ensure that any other member of the Group which is a Material Company and is not already a Guarantor shall, as soon as possible and in any event within 30 days after becoming a Material Company, become an Additional Guarantor. A Subsidiary of the Issuer which otherwise satisfies the definition of Material Company shall not be considered a Material Company for the purposes of this Condition 3.4 if any provision of a Notes Guarantee by such Subsidiary would be a violation or breach of laws and regulations in force within the jurisdiction of incorporation or registration of such Subsidiary. In the event a change in law, regulation or interpretation of laws and regulations (Change of Law) later permits such Subsidiary to provide a Notes Guarantee, then, after such date of the Change of Law, it will be considered a Material Company for the purposes of this Condition 3.4.

3.5 Definitions For the purposes of these Conditions, the following terms shall have the following meanings: Acceptable Bank means a bank or financial institution which has a rating for its long-term unsecured and non-credit-enhanced debt obligations of AA or higher by Fitch or Aa2 or higher by Moody’s or a comparable rating from an internationally recognised credit rating agency. Accounting Principles means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements. Borrowings means, at any time, the aggregate outstanding principal, capital or nominal amount (and any fixed or minimum premium payable on prepayment or redemption) of any indebtedness of members of the Group for or in respect of: (a) moneys borrowed and debit balances at banks or other financial institutions; (b) any acceptances under any acceptance credit or bill discounting facility (or dematerialised equivalent); (c) any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument; (d) the capital element of any Finance Lease; (e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis and meet any requirements for de-recognition under the Accounting Principles); (f) any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of an entity which is not a member of the Group which liability would fall within one of the other paragraphs of this definition; (g) any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the Maturity Date or are otherwise classified as borrowings under the Accounting Principles; (h) any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind the entry into the agreement is to raise finance or to finance the acquisition or

52 construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 180 days after the date of supply; (i) any amount raised under any other transaction (including any forward sale or purchase agreement, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under the Accounting Principles; and (j) (without double counting) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (i) above. Cash means, at any time, cash in hand or at bank and (in the latter case) credited to an account in the name of an Obligor with an Acceptable Bank and to which an Obligor alone (or together with other Guarantors (or together with the other Obligors)) is beneficially entitled and for so long as: (a) that cash is repayable within 90 days after the date of the relevant calculation; (b) repayment of that cash is not contingent on the prior discharge of any other indebtedness of any member of the Group or of any other person whatsoever or on the satisfaction of any other condition; and (c) the cash is freely and immediately available to be applied in repayment or prepayment of any amounts outstanding under the Trust Deed. Cash Equivalent Investments means at any time: (a) certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank; (b) any investment in marketable debt obligations issued or guaranteed by the government of the Unites States of America, the United Kingdom or any member state of the European Economic Area or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security; (c) commercial paper not convertible or exchangeable to any other security: (i) for which a recognised trading market exists; (ii) issued by an issuer incorporated in the United States of America, the United Kingdom or any member state of the European Economic Area; (iii) which matures within one year after the relevant date of calculation; and (iv) which has a credit rating of either F-1 or higher by Fitch or P-1 or higher by Moody’s or A-1 or higher by S&P, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating; (d) Sterling bills of exchange eligible for rediscount at the Bank of England and accepted by an Acceptable Bank (or their dematerialised equivalent); or (e) any investment in money market funds which: (i) have a credit rating of either F-1 or higher by Fitch or P-1 or higher by Moody’s or A-1 or higher by S&P or a comparable rating from an internationally recognised credit rating agency; (ii) invest substantially all their assets in securities of the types described in sub-paragraphs (a) to (d) above; and (iii) can be turned into cash on not more than 90 days’ notice, in each case to which any Obligor is alone (or together with other Obligors) beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security. EBIT means, in respect of any Relevant Period, the consolidated operating profit of the Group before taxation (including the results from discontinued operations): (a) before deducting any interest, commission, fees, discounts, prepayment fees, premiums or charges and other finance payments whether paid, payable or capitalised by any member of the Group (calculated on a consolidated basis) in respect of that Relevant Period; (b) not including any accrued interest owing to any member of the Group;

53 (c) before taking into account any Exceptional Items; (d) after deducting the amount of any profit (or adding back the amount of any loss) of any member of the Group which is attributable to minority interests in members of the Group; (e) plus or minus the Group’s share of the profits or losses of any Non-Group Entity; (f) before taking into account any unrealised gains or losses on any financial instrument (other than any derivative instrument which is accounted for on a hedge accounting basis); (g) before taking into account any gain or loss arising from an upward or downward revaluation of any other asset at any time after the last day of the Financial Year falling immediately prior to the Issue Date of the first Tranche of the Notes; (h) before taking into account any Pension Items; (i) excluding the charge to profit represented by the expensing of stock options; and (j) after deducting any profit arising out of release of provisions for liabilities and charges, in each case, to the extent added, deducted or taken into account, as the case may be, for the purposes of determining operating profits of the Group before taxation. EBITDA means, in respect of any Relevant Period, EBIT for that Relevant Period after adding back any amount attributable to the amortisation, depreciation or impairment of assets of members of the Group (and taking no account of the reversal of any previous impairment charge made in that Relevant Period) to the extent not already added back in determining EBIT for the Relevant Period. Exceptional Items means any material items of an unusual or non-recurring nature which represent gains or losses including those arising on: (a) the restructuring of the activities of an entity and reversals of any provisions for the cost of restructuring; (b) disposals, revaluations or impairment of non-current assets; and (c) disposals of assets associated with discontinued operations. Finance Charges means, for any Relevant Period, the aggregate amount of the accrued interest, commission, fees, discounts, prepayment fees, premiums or charges and other finance payments in respect of Borrowings whether paid or payable by any member of the Group (calculated on a consolidated basis and excluding any such obligations to any other member of the Group) in respect of that Relevant Period: (a) including the interest (but not the capital) element of payments in respect of Finance Leases; (b) including any commission, fees, discounts and other finance payments payable by (and deducting any such amounts payable to) any member of the Group under any interest rate hedging arrangement; (c) excluding any interest cost or expected return on plan assets in relation to any post-employment benefit schemes; (d) excluding any interest, commissions, fees, discounts, prepayment fees, premiums or charges and other finance payments which the relevant Group member is entitled to, and does, capitalise; (e) if a Joint Venture is accounted for on a proportionate consolidation basis, after adding the Group’s share of the finance costs of the Joint Venture; and (f) taking no account of any unrealised gains or losses on any financial instruments other than any derivative instruments which are accounted for on a hedge accounting basis, and so that no amount shall be added (or deducted) more than once. Finance Lease means any lease or hire purchase contract which would, in accordance with the Accounting Principles, be treated as a finance or capital lease. Financial Indebtedness means any indebtedness for or in respect of: (a) moneys borrowed and debit balances at banks or other financial institutions; (b) any amount raised by acceptance under any acceptance credit or bill discounting facility or dematerialised equivalent; (c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

54 (d) the amount of any liability in respect of Finance Leases; (e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis) and meet any requirement for de-recognition under the Accounting Principles; (f) any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account); (g) any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of: (i) an underlying liability of an entity which is not a member of the Group which liability would fall within one of the other paragraphs of this definition; or (ii) any liabilities of any member of the Group relating to any post-retirement benefit scheme; (h) any amount raised by the issue of redeemable shares which are redeemable (other than at the option of the relevant issuer) before the Maturity Date or are otherwise classified as borrowings under the Accounting Principles; (i) any amount of any liability under an advance or deferred purchase agreement if: (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question; or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 180 days after the date of supply; (j) any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under the Accounting Principles; and the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j) above. Financial Quarter means the period commencing on the day after one Quarter Date and ending on the next Quarter Date. Financial Year means the annual accounting period of the Group ending on or about 31 March in each year. Fitch means the definition as prescribed in Condition 4.2. Group means the Issuer and each of its Subsidiaries for the time being. Guarantee means any obligation of any Person directly or indirectly guaranteeing any Financial Indebtedness of any other Person and any obligation, direct or indirect, of such Person: (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Financial Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statements conditions or otherwise); or (b) entered into for the purposes of assuring in any other manner the obligee of such Financial Indebtedness of the payment thereof or to protect any such obligee against loss in respect thereof (in whole or in part). Interest Cover means the ratio of EBITDA to Net Finance Charges. Joint Venture means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity. Material Company means, at any time: (a) each Guarantor; (b) a member of the Group (other than the Issuer) that holds shares in a Guarantor; and/or (c) a Subsidiary of the Issuer which (when consolidated with its Subsidiaries, if any) has earnings before interest, tax, depreciation and amortisation calculated on the same basis as EBITDA, gross assets or turnover (excluding intra-group items) representing 10% or more of those of the Group (on a consolidated basis).

55 Compliance with the conditions set out in sub-paragraph (c) shall be determined by reference to the latest audited financial statements of that Subsidiary (consolidated in the case of a Subsidiary which itself has Subsidiaries) and the latest audited consolidated financial statements of the Group. However, if a Subsidiary has been acquired since the date to which the latest audited consolidated financial statements of the Group were prepared, the financial statements shall be adjusted as the Directors of the Issuer shall (in good faith) deem appropriate in order to take into account the acquisition of that Subsidiary. A report by two Directors of the Issuer that a Subsidiary is or is not or was or was not at any particular time or for any period a Material Company shall, in the absence of manifest error, be conclusive and binding on the Issuer, the Guarantors, the Trustee and each Noteholder and Couponholder. Moody’s means the definition as prescribed in Condition 4.2. Net Finance Charges means, for any Relevant Period, the Finance Charges for that Relevant Period after deducting any interest payable in that Relevant Period to any member of the Group on any Cash or Cash Equivalent Investment. Non-Group Entity means any investment or entity (which is not itself a member of the Group (including associates and Joint Ventures)) in which any member of the Group has an ownership interest. Obligor means the Issuer and each Guarantor. Pension Items means any income or charge attributable to a post-employment benefit scheme other than the current service costs and any past service costs and curtailments and settlements attributable to the scheme. Person means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organisation, government or any agency or political subdivision thereof or any other entity. Quarter Date means each of 31 March, 30 June, 30 September and 31 December. Relevant Period means each period of twelve months ending on or about the last day of the Financial Year and each period of twelve months ending on or about the last day of each Financial Quarter. S&P means the definition as prescribed in Condition 4.2. Security means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect. Subsidiary means an entity of which a person: (a) has direct or indirect Control (as defined in Condition 6.4(b)); or (b) owns directly or indirectly more than fifty per cent. (50%) of the share capital or similar right of ownership; or (c) is entitled to receive more than fifty per cent. (50%) of the dividends or distributions, and any entity (whether or not so controlled) treated as a subsidiary in the latest financial statements of that person from time to time. Total Assets means, in respect of the Relevant Period, the total amount of gross consolidated assets of the Issuer on the last day of the Relevant Period. Total Net Debt means, at any time, the aggregate amount of all obligations of members of the Group for or in respect of Borrowings at that time but: (a) excluding any such obligations to any other member of the Group; (b) including, in the case of Finance Leases only, their capitalised value; and (c) deducting the aggregate amount of Cash and Cash Equivalent Investments held by any member of the Group at that time, and so that no amount shall be included or excluded more than once. Treasury Transaction means any derivative transaction entered into in connection with the protection against or benefit from fluctuation in any rate or price. The Trustee may call for and rely on a certificate signed by two Directors of the Issuer as to the amount or meaning of any of the defined terms mentioned in Condition 3 and/or the Issuer’s compliance with any of the matters set out in Condition 3 and the Trustee shall not be bound in any such case to call for further

56 evidence or be responsible for any Liability that may be occasioned by it relying and/or acting on such certificate. The Trustee shall not be required to review or check any accounts or other information provided to it by the Issuer pursuant to Condition 3 or to check whether any such accounts or information comply with such Condition, and shall not be deemed to have knowledge of any matter described herein and shall have no liability to any person as a result of any failure to do so.

4. INTEREST 4.1 Interest on Fixed Rate Notes Each Fixed Rate Note bears interest from (and including) the Interest Commencement Date at the rate(s) per annum equal to the Rate(s) of Interest. Interest will be payable in arrear on the Interest Payment Date(s) in each year up to (and including) the Maturity Date. If the Notes are in definitive form, except as provided in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the amount of interest payable on each Interest Payment Date in respect of the Fixed Interest Period ending on (but excluding) such date will amount to the Fixed Coupon Amount. Payments of interest on any Interest Payment Date will, if so specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, amount to the Broken Amount so specified. As used in the Conditions, Fixed Interest Period means the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date. Except in the case of Notes in definitive form where an applicable Fixed Coupon Amount or Broken Amount is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, interest shall be calculated in respect of any period by applying the Rate of Interest to: (a) in the case of Fixed Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Fixed Rate Notes represented by such Global Note (or, if they are Partly Paid Notes, the aggregate amount paid up); or (b) in the case of Fixed Rate Notes in definitive form, the Calculation Amount; and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding. Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 4.1: (a) if “Actual/Actual (ICMA)” is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement: (i) in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the Accrual Period) is equal to or shorter than the Determination Period during which the Accrual Period ends, the number of days in such Accrual Period divided by the product of (I) the number of days in such Determination Period and (II) the number of Determination Dates (as specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement) that would occur in one calendar year; or (ii) in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of: (A) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and (B) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and

57 (b) if “30/360” is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (such number of days being calculated on the basis of a year of 360 days with 12 30-day months) divided by 360. (c) In the Conditions: Determination Period means each period from (and including) a Determination Date to (but excluding) the next Determination Date (including, where either the Interest Commencement Date or the final Interest Payment Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such date); and sub-unit means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, one cent.

4.2 Interest Step Up on Fixed Rate Notes (a) Where the applicable Final Terms or, as the case may be, the applicable Pricing Supplement specifies Ratings Step-up/Step-down to be applicable then this Condition 4.2 applies to the Fixed Rate Notes and, from and including the first Interest Payment Date following the date of a Step Up Rating Change (as defined below), if any, the Rate of Interest payable on the Fixed Rate Notes shall, subject to any adjustment pursuant to a Step Down Rating Change (as defined below), be increased by the relevant Step Up Percentage. (b) Furthermore, in the event of a Step Down Rating Change following a Step Up Rating Change, with effect from and including the first Interest Payment Date following the date of such Step Down Rating Change, the Rate of Interest payable on the Fixed Rate Notes shall be decreased by the relevant Step Down Percentage. (c) The Issuer shall use all reasonable endeavours to maintain a credit rating for its senior unsecured long- term debt from each Rating Agency which has assigned a rating to the Notes. If, notwithstanding such reasonable endeavours, any Rating Agency (as defined below) which has assigned a rating to the Notes fails to or ceases to assign a credit rating to the Issuer’s senior unsecured long-term debt, the Issuer shall use all reasonable endeavours to obtain a credit rating of its senior unsecured long-term debt from a Substitute Rating Agency, and references in this Condition 4.2 to “Rating Agency”, or the credit ratings thereof, shall be to such Substitute Rating Agency and, as the case may be, the equivalent credit ratings thereof. Notwithstanding anything else in this Condition 4.2, if there is at any time no current rating of the Issuer’s senior unsecured long-term debt by any Rating Agency which has assigned a rating to the Notes for a period of 90 consecutive days, the Rate of Interest payable on the Fixed Rate Notes, with effect from and including the first Interest Payment Date immediately following the expiry of such 90 consecutive days shall be as though a Step Up Rating Change had occurred, unless such a rating is obtained on or prior to such Interest Payment Date. For the avoidance of doubt, the provisions of this sub-paragraph remain subject in all cases to the provisions relating to the Step Down Rating Change set out above. (d) The Issuer will cause the occurrence of a Step Up Rating Change or a Step Down Rating Change to be notified to the Trustee and the Agent and notice thereof to be given to Noteholders in accordance with Condition 13 as soon as possible after the occurrence of the Step Up Rating Change or the Step Down Rating Change (whichever the case may be) but in no event later than the fifth Business Day (as defined in Condition 4.3(a)) in London thereafter. (e) Each of a Step Up Rating Change and Step Down Rating Change may occur only once during the term of the Fixed Rate Notes. (f) The Trustee is under no obligation to ascertain whether a change in the rating assigned to the Fixed Rate Notes by any Rating Agency has occurred or whether there has been a failure or a ceasing by any Rating Agency to assign a credit rating to the Issuer’s senior unsecured long-term debt and, until it shall have actual knowledge or express notice pursuant to the Trust Deed to the contrary, the Trustee may assume that no such change to the credit rating assigned to the Fixed Rate Notes has occurred or no such failure or ceasing by any Rating Agency has occurred. (g) If the rating designations employed by any Rating Agency are changed from those which are described in this Condition 4.2, the Issuer shall determine, with the agreement of the Trustee (not to be unreasonably withheld or delayed), the rating designations of such Rating Agency as are most equivalent to the prior rating designations of such Rating Agency, and this Condition 4.2 shall be construed accordingly.

58 (h) For the purposes of this Condition 4.2 and Condition 6.4(b): Non-Investment Grade Rating means a non-investment grade credit rating (Ba1, in the case of Moody’s, BB+, in the case of Fitch, and BB+, in the case of S&P, or equivalent or worse); Rating Agency means each of Moody’s Investor Services Inc. (Moody’s), Fitch Ratings Ltd. (Fitch), S&P means Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies Inc., or any Substitute Rating Agency; Step Down Rating Change means the first public announcement after a Step Up Rating Change by a Rating Agency which has assigned a rating to the Notes of an increase in, or as the case may be the reinstatement of, the credit rating assigned to the Notes by that Rating Agency with the result that, following such public announcement(s), such Rating Agency rates the Notes above a Non-Investment Grade Rating, and, for the avoidance of doubt, any further increases in the credit rating of the Notes by a Rating Agency above a Non-Investment Grade Rating shall not constitute a Step Down Rating Change; Step Up Rating Change means the first public announcement by a Rating Agency which has assigned a rating to the Notes of a decrease in the credit rating assigned to the Notes by that Rating Agency to a Non-Investment Grade Rating, and, for the avoidance of doubt, any further decrease in the credit rating of the Notes by the Rating Agency from a Non-Investment Grade Rating shall not constitute a Step Up Rating Change; and Substitute Rating Agency means any rating agency of international standing substituted for a Rating Agency by the Issuer from time to time with the prior written approval of the Trustee, such approval not to be unreasonably withheld or delayed.

4.3 Interest on Floating Rate Notes (a) Interest Payment Dates Each Floating Rate Note bears interest from (and including) the Interest Commencement Date and such interest will be payable in arrear on either: (i) the Specified Interest Payment Date(s) in each year specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement; or (ii) if no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, each date (each such date, together with each Specified Interest Payment Date, an Interest Payment Date) which falls the number of months or other period specified as the Specified Period in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date. Such interest will be payable in respect of each Interest Period. In the Conditions, Interest Period means the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date. If a Business Day Convention is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement and (x) if there is no numerically corresponding day in the calendar month in which an Interest Payment Date should occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is: (A) in any case where Specified Periods are specified in accordance with Condition 4.3(a)(ii) above, the Floating Rate Convention, such Interest Payment Date (a) in the case of (x) above, shall be the last day that is a Business Day in the relevant month and the provisions of (ii) below shall apply mutatis mutandis or (b) in the case of (y) above, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (i) such Interest Payment Date shall be brought forward to the immediately preceding Business Day and (ii) each subsequent Interest Payment Date shall be the last Business Day in the month which falls the Specified Period after the preceding applicable Interest Payment Date occurred; or (B) the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day; or (C) the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding Business Day; or

59 (D) the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately preceding Business Day. In the Conditions, Business Day means a day which is both: (a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London and each Additional Business Centre specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement; and (b) either (i) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney and Auckland, respectively) or (ii) in relation to any sum payable in euro, a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System (the TARGET2 System) is open.

(b) Rate of Interest The Rate of Interest payable from time to time in respect of Floating Rate Notes will be determined in the manner specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement. (i) ISDA Determination for Floating Rate Notes Where ISDA Determination is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will be the relevant ISDA Rate plus or minus (as indicated in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement) the Margin (if any). For the purposes of this subparagraph (i), ISDA Rate for an Interest Period means a rate equal to the Floating Rate that would be determined by the Agent under an interest rate swap transaction if the Agent were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc. and as amended and updated as at the Issue Date of the first Tranche of the Notes (the ISDA Definitions) and under which: (A) the Floating Rate Option is as specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement; (B) the Designated Maturity is a period specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement; and (C) the relevant Reset Date is the day specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement. For the purposes of this subparagraph (i), Floating Rate, Calculation Agent, Floating Rate Option, Designated Maturity and Reset Date have the meanings given to those terms in the ISDA Definitions. Unless otherwise stated in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement the Minimum Rate of Interest shall be deemed to be zero. (ii) Screen Rate Determination for Floating Rate Notes Where Screen Rate Determination is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will, subject as provided below, be either: (A) the offered quotation; or (B) the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations, (expressed as a percentage rate per annum) for the Reference Rate (being either LIBOR or EURIBOR, as specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement) which appears or appear, as the case may be, on the Relevant Screen Page as at 11.00 a.m. (London time, in the case of LIBOR, or Brussels time, in the case of EURIBOR) on the Interest Determination Date in question plus or minus (as indicated in the applicable Final Terms or, as the case may be, the

60 applicable Pricing Supplement) the Margin (if any), all as determined by the Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such offered quotations. If the Relevant Screen Page is not available or if, in the case of Condition 4.3(b)(ii)(A), no offered quotation appears or if, in the case of Condition 4.3(b)(ii)(B), fewer than three offered quotations appear, in each case as at the Specified Time, the Agent shall request each of the Reference Banks to provide the Agent with its offered quotation (expressed as a percentage rate per annum) for the Reference Rate at approximately the Specified Time on the Interest Determination Date in question. If two or more of the Reference Banks provide the Agent with offered quotations, the Rate of Interest for the Interest Period shall be the arithmetic mean (rounded if necessary to the fifth decimal place with 0.000005 being rounded upwards) of the offered quotations plus or minus (as appropriate) the Margin (if any), all as determined by the Agent. If on any Interest Determination Date one only or none of the Reference Banks provides the Agent with an offered quotation as provided in the preceding paragraph, the Rate of Interest for the relevant Interest Period shall be the rate per annum which the Agent determines as being the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the rates, as communicated to (and at the request of) the Agent by the Reference Banks or any two or more of them, at which such banks were offered, at approximately the Specified Time on the relevant Interest Determination Date, deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate by leading banks in the London inter-bank market (if the Reference Rate is LIBOR) or the Euro-zone inter-bank market (if the Reference Rate is EURIBOR) plus or minus (as appropriate) the Margin (if any) or, if fewer than two of the Reference Banks provide the Agent with offered rates, the offered rate for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, or the arithmetic mean (rounded as provided above) of the offered rates for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, at which, at approximately the Specified Time on the relevant Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion of the Issuer suitable for the purpose) informs the Agent it is quoting to leading banks in the London inter-bank market (if the Reference Rate is LIBOR) or the Euro-zone inter-bank market (if the Reference Rate is EURIBOR) plus or minus (as appropriate) the Margin (if any), provided that, if the Rate of Interest cannot be determined in accordance with the foregoing provisions of this paragraph, the Rate of Interest shall be determined as at the last preceding Interest Determination Date (though substituting, where a different Margin is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin relating to the relevant Interest Period in place of the Margin relating to that last preceding Interest Period).

(c) Minimum Rate of Interest and/or Maximum Rate of Interest If the applicable Final Terms or, as the case may be, the applicable Pricing Supplement specifies a Minimum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (b) above is less than such Minimum Rate of Interest, the Rate of Interest for such Interest Period shall be such Minimum Rate of Interest. If the applicable Final Terms or, as the case may be, the applicable Pricing Supplement specifies a Maximum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (b) above is greater than such Maximum Rate of Interest, the Rate of Interest for such Interest Period shall be such Maximum Rate of Interest.

(d) Determination of Rate of Interest and calculation of Interest Amounts The Agent will at or as soon as practicable after each time at which the Rate of Interest is to be determined, determine the Rate of Interest for the relevant Interest Period. The Agent will calculate the amount of interest (the Interest Amount) payable on the Floating Rate Notes for the relevant Interest Period by applying the Rate of Interest to: (A) in the case of Floating Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Notes represented by such Global Note (or, if they are Partly Paid Notes, the aggregate amount paid up); or

61 (B) in the case of Floating Rate Notes in definitive form, the Calculation Amount; and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Floating Rate Note in definitive form is a multiple of the Calculation Amount, the Interest Amount payable in respect of such Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding. Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 4.3: (i) if “Actual/Actual (ISDA)” or “Actual/Actual” is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (I) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (II) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365); (ii) if “Actual/365 (Fixed)” is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 365; (iii) if “Actual/365 (Sterling)” is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366; (iv) if “Actual/360” is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 360; (v) if “30/360”, “360/360” or “Bond Basis” is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

[360 x (Y2 -Y1)] + [30 x (M2 -M1)] + (D2 -D1) Day Count Fraction = 360 where:

“Y1” is the year, expressed as a number, in which the first day of the Interest Period falls;

“Y2” is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

“D1” is the first calendar day, expressed as a number, of the Interest Period, unless such number is 31, in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30; (vi) if “30E/360” or “Eurobond Basis” is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

[360 x (Y2 -Y1)] + [30 x (M2 -M1)] + (D2 -D1) Day Count Fraction = 360 where:

“Y1” is the year, expressed as a number, in which the first day of the Interest Period falls;

“Y2” is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

“D1” is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D1 will be 30; and

62 “D2” is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31, in which case D2 will be 30; (vii) if “30E/360 (ISDA)” is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

[360 x (Y2 -Y1)] + [30 x (M2 -M1)] + (D2 -D1) Day Count Fraction = 360 where:

“Y1” is the year, expressed as a number, in which the first day of the Interest Period falls;

“Y2” is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

“D1” is the first calendar day, expressed as a number, of the Interest Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such

number would be 31, in which case D2 will be 30.

(e) Linear Interpolation Where Linear Interpolation is specified as applicable in respect of an Interest Period in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the Rate of Interest for such Interest Period shall be calculated by the Agent by straight line linear interpolation by reference to two rates based on the relevant Reference Rate (where Screen Rate Determination is specified as applicable in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement) or the relevant Floating Rate Option (where ISDA Determination is specified as applicable in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement), one of which shall be determined as if the Designated Maturity were the period of time for which rates are available next shorter than the length of the relevant Interest Period and the other of which shall be determined as if the Designated Maturity were the period of time for which rates are available next longer than the length of the relevant Interest Period provided however that if there is no rate available for the period of time next shorter or, as the case may be, next longer, then the Agent shall determine such rate at such time and by reference to such sources as it determines appropriate. Designated Maturity means, in relation to Screen Rate Determination, the period of time designated in the Reference Rate.

(f) Notification of Rate of Interest and Interest Amounts The Agent will cause the Rate of Interest and each Interest Amount for each Interest Period and the relevant Interest Payment Date to be notified to the Issuer, the Trustee and any stock exchange on which the relevant Floating Rate Notes are for the time being listed (by no later than the first day of each Interest Period) and notice thereof to be published in accordance with Condition 13 as soon as possible after their determination but in no event later than the fourth London Business Day thereafter. Each Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without prior notice in the event of an extension or shortening of the Interest Period. Any such amendment will promptly be notified to each stock exchange on which the relevant Floating Rate Notes are for the time being listed and to the Noteholders in accordance with Condition 13. For the purposes of this paragraph, the expression London Business Day means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for general business in London.

(g) Determination or Calculation by Trustee If for any reason at any relevant time the Agent defaults in its obligation to determine the Rate of Interest or in its obligation to calculate any Interest Amount in accordance with subparagraph (b)(i) or subparagraph (b)(ii) above, as the case may be, and in each case in accordance with paragraph (d) above, the Trustee shall determine the Rate of Interest at such rate as, in its absolute discretion (having such regard as it shall think fit to the foregoing provisions of this Condition, but subject always to any Minimum Rate of Interest or Maximum Rate of Interest specified in the applicable Final Terms or, as the case may be, the applicable

63 Pricing Supplement), it shall deem fair and reasonable in all the circumstances or, as the case may be, the Trustee shall calculate the Interest Amount(s) in such manner as it shall deem fair and reasonable in all the circumstances and each such determination or calculation shall be deemed to have been made by the Agent.

(h) Certificates to be final All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 4.3 by the Agent shall (in the absence of wilful default, bad faith or manifest error) be binding on the Issuer, the Guarantors, the Agent, the other Paying Agents and all Noteholders and Couponholders and (in the absence of wilful default or bad faith) no liability to the Issuer, the Guarantors, the Noteholders or the Couponholders shall attach to the Agent or the Trustee in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.

4.4 Exempt Notes The rate or amount of interest payable in respect of Exempt Notes which are not also Fixed Rate Notes or Floating Rate Notes shall be determined in the manner specified in the applicable Pricing Supplement.

4.5 Accrual of interest Each Note (or in the case of the redemption of part only of a Note, that part only of such Note) will cease to bear interest (if any) from the date for its redemption unless payment of principal is improperly withheld or refused. In such event, interest will continue to accrue until whichever is the earlier of: (a) the date on which all amounts due in respect of such Note have been paid; and (b) as provided in the Trust Deed.

5. PAYMENTS 5.1 Method of payment Subject as provided below: (a) payments in a Specified Currency other than euro will be made by credit or transfer to an account in the relevant Specified Currency maintained by the payee with, or, at the option of the payee, by a cheque in such Specified Currency drawn on, a bank in the principal financial centre of the country of such Specified Currency (which, if the Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney and Auckland, respectively); and (b) payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque. Payments will be subject in all cases to (i) any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 7 and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the Code) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or (without prejudice to the provisions of Condition 7) any law implementing an intergovernmental approach thereto.

5.2 Presentation of definitive Notes and Coupons Payments of principal in respect of definitive Notes will (subject as provided below) be made in the manner provided in Condition 5.1 above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of definitive Notes, and payments of interest in respect of definitive Notes will (subject as provided below) be made as aforesaid only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Coupons, in each case at the specified office of any Paying Agent outside the United States (which expression, as used herein, means the United States of America (including the States and the District of Columbia and its possessions)). Fixed Rate Notes in definitive form (other than Long Maturity Notes (as defined below)) should be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of matured Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted

64 from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 7) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 8) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter. Upon any Fixed Rate Note in definitive form becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof. Upon the date on which any Floating Rate Note or Long Maturity Note in definitive form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof. A Long Maturity Note is a Fixed Rate Note (other than a Fixed Rate Note which on issue had a Talon attached) whose nominal amount on issue is less than the aggregate interest payable thereon provided that such Note shall cease to be a Long Maturity Note on the Interest Payment Date on which the aggregate amount of interest remaining to be paid after that date is less than the nominal amount of such Note. If the due date for redemption of any definitive Note is not an Interest Payment Date, interest (if any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender of the relevant definitive Note.

5.3 Payments in respect of Global Notes Payments of principal and interest (if any) in respect of Notes represented by any Global Note will (subject as provided below) be made in the manner specified above in relation to definitive Notes or otherwise in the manner specified in the relevant Global Note, where applicable against presentation or surrender, as the case may be, of such Global Note at the specified office of any Paying Agent outside the United States. A record of each payment made, distinguishing between any payment of principal and any payment of interest, will be made either on such Global Note by the Paying Agent to which it was presented or in the records of Euroclear and Clearstream, Luxembourg, as applicable.

5.4 General provisions applicable to payments The holder of a Global Note shall be the only person entitled to receive payments in respect of Notes represented by such Global Note and the Issuer or, as the case may be, the Guarantors will be discharged by payment to, or to the order of, the holder of such Global Note in respect of each amount so paid. Each of the persons shown in the records of Euroclear or Clearstream, Luxembourg as the beneficial holder of a particular nominal amount of Notes represented by such Global Note must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his share of each payment so made by the Issuer or, as the case may be, the Guarantors to, or to the order of, the holder of such Global Note. Notwithstanding the foregoing provisions of this Condition, if any amount of principal and/or interest in respect of Notes is payable in U.S. dollars, such U.S. dollar payments of principal and/or interest in respect of such Notes will be made at the specified office of a Paying Agent in the United States if: (a) the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States of the full amount of principal and interest on the Notes in the manner provided above when due; (b) payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal and interest in U.S. dollars; and (c) such payment is then permitted under United States law without involving, in the opinion of the Issuer and the Guarantors, adverse tax consequences to the Issuer or the Guarantors.

5.5 Payment Day If the date for payment of any amount in respect of any Note or Coupon is not a Payment Day, the holder thereof shall not be entitled to payment until the next following Payment Day in the relevant place and shall

65 not be entitled to further interest or other payment in respect of such delay. For these purposes, Payment Day means any day which (subject to Condition 8) is: (a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in: (i) in the case of Notes in definitive form only, the relevant place of presentation; (ii) each Additional Financial Centre specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement; and (b) either (A) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney and Auckland, respectively) or (B) in relation to any sum payable in euro, a day on which the TARGET2 System is open.

5.6 Interpretation of principal and interest Any reference in the Conditions to principal in respect of the Notes shall be deemed to include, as applicable: (a) any additional amounts which may be payable with respect to principal under Condition 7 or under any undertaking or covenant given in addition thereto, or in substitution therefor, pursuant to the Trust Deed; (b) the Final Redemption Amount of the Notes; (c) the Early Redemption Amount of the Notes; (d) the Optional Redemption Amount(s) (if any) of the Notes; (e) in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in Condition 6.5); and (f) any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Notes. Any reference in the Conditions to interest in respect of the Notes shall be deemed to include, as applicable, any additional amounts which may be payable with respect to interest under Condition 7 or under any undertaking or covenant given in addition thereto, or in substitution therefor, pursuant to the Trust Deed.

6. REDEMPTION AND PURCHASE 6.1 Redemption at maturity Unless previously redeemed or purchased and cancelled as specified below, each Note will be redeemed by the Issuer at its Final Redemption Amount specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement in the relevant Specified Currency on the Maturity Date specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement.

6.2 Redemption for tax reasons Subject to Condition 6.5, the Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (if this Note is not a Floating Rate Note) or on any Interest Payment Date (if this Note is a Floating Rate Note), on giving not less than the minimum period and not more than the maximum period of notice specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement to the Trustee and the Agent and, in accordance with Condition 13, the Noteholders (which notice shall be irrevocable), if the Issuer satisfies the Trustee immediately before the giving of such notice that: (a) on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 7 or any Guarantor would be unable for reasons outside its control to procure payment by the Issuer and in making payment itself would be required to pay such additional amounts, in each case as a result of any change in, or amendment to, the laws or regulations of a Relevant Jurisdiction (as defined in Condition 7) or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes; and (b) such obligation cannot be avoided by the Issuer or, as the case may be, the relevant Guarantor taking reasonable measures available to it,

66 provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer or, as the case may be, the relevant Guarantor would be obliged to pay such additional amounts were a payment in respect of the Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition, the Issuer shall deliver to the Trustee (i) a certificate signed by two Directors of the Issuer or, as the case may be, two Directors of the relevant Guarantor stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred and (ii) an opinion of independent legal advisers of recognised standing to the effect that the Issuer or, as the case may be, the relevant Guarantor has or will become obliged to pay such additional amounts as a result of such change or amendment and the Trustee shall be entitled to accept the certificate as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on the Noteholders and the Couponholders. Notes redeemed pursuant to this Condition 6.2 will be redeemed at their Early Redemption Amount referred to in Condition 6.5 below together (if appropriate) with interest accrued to (but excluding) the date of redemption.

6.3 Redemption at the option of the Issuer (Issuer Call) (a) Issuer Call (other than Make-Whole Redemption by the Issuer) If Issuer Call is specified as being applicable in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the Issuer may, having given not less than the minimum period nor more than the maximum period of notice specified in applicable Final Terms or, as the case may be, the applicable Pricing Supplement to the Noteholders in accordance with Condition 13 (which notice shall be irrevocable and shall specify the date fixed for redemption), redeem all or some only of the Notes then outstanding on any Optional Redemption Date and at the Optional Redemption Amount(s) specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement together, if appropriate, with interest accrued to (but excluding) the relevant Optional Redemption Date. Any such redemption must be of a nominal amount not less than the Minimum Redemption Amount and not more than the Maximum Redemption Amount, in each case as may be specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement. In the case of a partial redemption of Notes, the Notes to be redeemed (Redeemed Notes) will (i) in the case of Redeemed Notes represented by definitive Notes, be selected individually by lot, not more than 30 days prior to the date fixed for redemption and (ii) in the case of Redeemed Notes represented by a Global Note, be selected in accordance with the rules of Euroclear and/or Clearstream, Luxembourg, (to be reflected in the records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion). In the case of Redeemed Notes represented by definitive Notes, a list of the serial numbers of such Redeemed Notes will be published in accordance with Condition 13 not less than 15 days prior to the date fixed for redemption.

(b) Issuer Call (Make-Whole Redemption by the Issuer) If Make-whole Redemption by the Issuer is specified as being applicable in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the Issuer may, having given not less than the minimum period nor more than the maximum period of notice specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement to the Noteholders in accordance with Condition 13 (which notice shall be irrevocable and shall specify the date fixed for redemption (the Make- whole Redemption Date)), redeem all or (if redemption in part is specified as being applicable in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement) some only of the Notes then outstanding on any Make-whole Redemption Date and at the Make-whole Redemption Amount specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement together, if appropriate, with interest accrued to (but excluding) the relevant Make-whole Redemption Date. If redemption in part is specified as being applicable in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, any such redemption must be of a nominal amount not less than the Minimum Redemption Amount and not more than the Maximum Redemption Amount in each case as may be specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement. In the case of a partial redemption of Notes, the Redeemed Notes will be selected individually by lot, in the case of Redeemed Notes represented by definitive Notes, and in accordance with the rules of Euroclear and/ or Clearstream, Luxembourg (to be reflected in the records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion) and/or DTC, in the case of Redeemed Notes represented by a Global Note, on a Selection Date not more than 30 days prior to the

67 Make-whole Redemption Date. In the case of Redeemed Notes represented by definitive Notes, a list of the serial numbers of such Redeemed Notes will be published in accordance with Condition 13 not less than 15 days prior to the Make-whole Redemption Date. No exchange of the relevant Global Note will be permitted during the period from (and including) the Selection Date to (and including) the Make-whole Redemption Date pursuant to this paragraph (b) and notice to that effect shall be given by the Issuer to the Noteholders in accordance with Condition 13 at least five days prior to the Selection Date. In this Condition 6.3(b), Make-whole Redemption Amount means: (A) the outstanding principal amount of the relevant Note or (B) if higher, the sum, as determined by the Calculation Agent, of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of such payments of interest accrued to the date of redemption) discounted to the Make-whole Redemption Date on an annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reference Rate plus the Make-whole Redemption Margin specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, where: CA Selected Bond means a government security or securities (which, if the Specified Currency is euro, will be a German Bundesobligationen) selected by the Calculation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilised, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes; Calculation Agent means a leading investment, merchant or commercial bank appointed by the Issuer for the purposes of calculating the Make-whole Redemption Amount, and notified to the Noteholders in accordance with Condition 13; Reference Bond means (A) if CA Selected Bond is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the relevant CA Selected Bond or (B) if CA Selected Bond is not specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the security specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, provided that if the Calculation Agent advises the Issuer that, for reasons of illiquidity or otherwise, the relevant security specified is not appropriate for such purpose, such other central bank or government security as the Calculation Agent may, with the advice of Reference Market Makers, determined to be appropriate; Reference Bond Price means (i) the average of five Reference Market Maker Quotations for the relevant Make-whole Redemption Date, after excluding the highest and lowest Reference Market Maker Quotations, (ii) if the Calculation Agent obtains fewer than five, but more than one, such Reference Market Maker Quotations, the average of all such quotations, or (iii) if only one such Reference Market Maker Quotation is obtained, the amount of the Reference Market Maker Quotation so obtained; Reference Market Maker Quotations means, with respect to each Reference Market Maker and any Make-whole Redemption Date, the average, as determined by the Calculation Agent, of the bid and asked prices for the Reference Bond (expressed in each case as a percentage of its principal amount) quoted in writing to the Calculation Agent at the Quotation Time specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement on the Reference Rate Determination Date specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement; Reference Market Makers means five brokers or market makers of securities such as the Reference Bond selected by the Calculation Agent or such other five persons operating in the market for securities such as the Reference Bond as are selected by the Calculation Agent in consultation with the relevant Issuer; and Reference Rate means, with respect to any Make-whole Redemption Date, the rate per annum equal to the equivalent yield to maturity of the Reference Bond, calculated using a price for the Reference Bond (expressed as a percentage of its principal amount) equal to the Reference Bond Price for such Make-whole Redemption Date. The Reference Rate will be calculated on the Reference Rate Determination Date specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement.

6.4 Redemption at the option of the Noteholders (Investor Put) (a) Investor Put (other than a Change of Control Put) If Investor Put is specified as being applicable in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, upon the holder of any Note giving to the Issuer in accordance with Condition 13 not less than the minimum period nor more than the maximum period of notice specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, the Issuer will, upon the expiry of such notice, redeem or, at the Issuer’s option purchase (or procure the purchase of) such Note on

68 the Optional Redemption Date and at the Optional Redemption Amount together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date. To exercise the right to require redemption or, as the case may be, purchase of this Note the holder of this Note must, if this Note is in definitive form and held outside Euroclear and Clearstream, Luxembourg, deliver, at the specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the notice period, a duly completed and signed notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent (a Put Notice) and in which the holder must specify a bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made under this Condition accompanied by this Note or evidence satisfactory to the Paying Agent concerned that this Note will, following delivery of the Put Notice, be held to its order or under its control. If this Note is represented by a Global Note or is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption or, as the case may be, purchase of this Note the holder of this Note must, within the notice period, give notice to the Agent of such exercise in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being given on his instruction by Euroclear or Clearstream, Luxembourg or any common depositary or common safekeeper, as the case may be, for them to the Agent by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time to time. Any Put Notice or other notice given in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg given by a holder of any Note pursuant to this Condition 6.4(a) shall be irrevocable except where, prior to the due date of redemption, an Event of Default has occurred and the Trustee has declared the Notes to be due and payable pursuant to Condition 9, in which event such holder, at its option, may elect by notice to the Issuer to withdraw the notice given pursuant to this Condition 6.4(a). (b) Change of Control Put If a Change of Control Put Event occurs, the holder of each Note will have the option (unless prior to the giving of the relevant Change of Control Put Event Notice the Issuer has given notice of redemption under Condition 6.2 or 6.3) to require the Issuer to redeem or, at the Issuer’s option, purchase (or procure the purchase of) that Note on the Change of Control Optional Redemption Date at its Change of Control Redemption Amount together with interest (if any) accrued to (but excluding) the Change of Control Optional Redemption Date. Promptly upon, and in any event within 14 days after, the Issuer becoming aware that a Change of Control Put Event has occurred the Issuer shall, and at any time upon the Trustee becoming similarly so aware the Trustee may, and if so requested by the holders of at least one-quarter in nominal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the Noteholders, shall, (subject in each case to the Trustee being indemnified and/or secured and/or prefunded to its satisfaction) give the Change of Control Put Event Notice to the Noteholders. To exercise the Change of Control Put Option, the holder of this Note must, if this Note is in definitive form and held outside Euroclear and Clearstream, Luxembourg, deliver, at the specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the Change of Control Put Period, a duly completed and signed notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent (an Exercise Notice) and in which the holder must specify a bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made under this Condition accompanied by this Note or evidence satisfactory to the Paying Agent concerned that this Note will, following delivery of the Exercise Notice, be held to its order or under its control. If this Note is represented by a Global Note or is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption or, as the case may be, purchase of a Note, the holder of the Note must, within the Change of Control Put Period, give notice to the Agent of such exercise in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being on his instruction by Euroclear or Clearstream, Luxembourg or any common depositary or common safekeeper, as the case may be, for them to the Agent by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time to time. The Issuer shall redeem or purchase (or procure the purchase of) the Notes in respect of which the Change of Control Put Option has been validly exercised in accordance with the provisions of this Condition 6.4(b) on the Change of Control Optional Redemption Date unless previously redeemed (or purchased) and cancelled. Any Exercise Notice or other notice given in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg, given by a holder of any Note pursuant to this Condition 6.4(b), shall be irrevocable except where, prior to the Change of Control Optional Redemption Date, an Event of Default has occurred and the Trustee has declared the Notes to be due and payable pursuant to Condition 9, in which event the relevant holder, at its option, may elect by notice to the Issuer to withdraw the Exercise Notice.

69 If eighty per cent. (80%) or more in nominal amount of the Notes then outstanding have been redeemed or purchased pursuant to this Condition 6.4(b), the Issuer may, on giving not less than 30 nor more than 60 days’ notice to the Noteholders (such notice being given within 30 days after the Change of Control Optional Redemption Date), redeem or purchase (or procure the purchase of), at its option, all but not some only of the remaining outstanding Notes at their Change of Control Amount, together with interest (if any) accrued to (but excluding) the date fixed for such redemption or purchase. If the rating designations employed by any Rating Agency are changed from those which are described in paragraph (ii) of the definition of “Change of Control Put Event”, or if a rating is procured from a Substitute Rating Agency, the Issuer shall determine, with the agreement of the Trustee, the rating designations of such Rating Agency or (as appropriate) as are most equivalent to the prior rating designations of the relevant Rating Agency and this Condition 6.4(b) shall be construed accordingly. The Trustee is under no obligation to ascertain whether a Change of Control Put Event or Change of Control or any event which could lead to the occurrence of or could constitute a Change of Control Put Event or Change of Control has occurred, or to seek any confirmation from any Rating Agency pursuant to the definition of Negative Rating Event below, and, until it shall have actual knowledge or notice pursuant to the Trust Deed to the contrary, the Trustee may assume that no Change of Control Put Event or Change of Control or other such event has occurred. For the purposes of this Condition 6.4(b): Acting in Concert means a group of persons who pursuant to an agreement or understanding (whether formal or informal) actively co-operate to obtain or consolidate Control of the relevant company including, amongst other things, through the acquisition (directly or indirectly) of shares in the relevant company; Change of Control means: (a) at any time prior to Flotation, David and Simon Reuben cease to hold beneficially (directly or indirectly) 30% or more of the issued share capital of the Issuer (excluding any part of that issued share capital that carries no voting rights or rights to participate beyond a specified amount in a distribution of either profits or capital); or (b) any person or group of persons acting in concert gain Control of the Issuer (directly or indirectly), provided that for the purposes of this paragraph (b) only, the references to “50%” in the definition of Control shall be deemed to be “50%” or such lesser percentage as David and Simon Reuben hold beneficially (directly or indirectly) of the issued share capital of the Issuer from time to time (excluding any part of the issued share capital that carries no voting rights or rights to participate beyond a specified amount in distribution of either profits or capital); or (c) on or after Flotation, any person or group of persons acting in concert gains Control of the Issuer; (d) for the purposes of paragraphs (b) and (c) above, “acting in concert” means a group of persons who pursuant to an agreement or understanding (whether formal or informal) actively co-operate to obtain or consolidate Control of the relevant company through the acquisition (directly or indirectly) of shares in the relevant company; Change of Control Period means the period commencing on the Relevant Announcement Date and ending 90 days after the Change of Control (or such longer period for which the Notes are under consideration (such consideration having been announced publicly within the period ending 90 days after the Change of Control) for rating review or, as the case may be, rating by a Rating Agency, such period not to exceed 60 days after the public announcement of such consideration); a Change of Control Put Event will occur if a Change of Control has occurred and, in the case of a Change of Control following Flotation: (a) on the Relevant Announcement Date, the Notes carry from any Rating Agency: (i) a rating of Baa3, in the case of Moody’s, or BBB, in the case of Fitch, or BBB, in the case of S&P, (or equivalent, or better), and such rating from any Rating Agency is, within the Change of Control Period, either downgraded to a Non-Investment Grade Rating or withdrawn and is not, within the Change of Control Period, subsequently (in the case of a downgrade) upgraded or (in the case of a withdrawal) reinstated to an investment grade credit rating by such Rating Agency; or (ii) a Non-Investment Grade Rating and such rating from any Rating Agency is, within the Change of Control Period, either downgraded by one or more notches (by way of example, Ba1 to Ba2 being one notch) or withdrawn and is not, within the Change of Control Period, subsequently (in the case of a downgrade) upgraded or (in the case of a withdrawal) reinstated to its earlier credit rating or better by such Rating Agency; or

70 (iii) no credit rating and a Negative Rating Event also occurs within the Change of Control Period, provided that if, at the time of the occurrence of the Change of Control, the Notes carry a credit rating from more than one Rating Agency, at least one of which is investment grade, then subparagraph (i) will apply; and (b) in making any decision to downgrade or withdraw a credit rating pursuant to paragraphs (i) and (ii) above or not to award a credit rating of at least investment grade as described in paragraph (ii) of the definition of “Negative Rating Event”, the relevant Rating Agency announces publicly or confirms in writing to the Issuer or the Trustee that such decision(s) resulted, in whole or in part, from the occurrence of the Change of Control or the Relevant Potential Change of Control Announcement; Change of Control Put Event Notice means the notice to be given pursuant to this Condition 6.4(b) by the Issuer or, as the case may be, the Trustee to the Noteholders in accordance with Condition 13 specifying the nature of the Change of Control Put Event and the procedure for exercising the Change of Control Put Option; Change of Control Put Option means the option of the Noteholders exercisable pursuant to this Condition 6.4(b); Change of Control Put Period means the period of 45 days after a Change of Control Put Event Notice is given; Control means: (a) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to: (i) cast, or control the casting of, more than fifty per cent. (50%) of the maximum number of votes that might be cast at a general meeting of the relevant company; (ii) appoint or remove all, or the majority, of the directors or other equivalent officers of the relevant company; or (iii) give directions with respect to the operating and financial policies of the relevant company with which the directors or other equivalent officers of the company are obliged to comply; or (b) the holding beneficially of more than fifty per cent. (50%) of the issued share capital of the relevant company (excluding any part of that issued share capital that carries no voting rights or right to participate beyond a specified amount in a distribution of either profits or capital); Change of Control Redemption Date means the seventh Business Day following the expiration of the Change of Control Put Period; Flotation means (i) a public offering of any part of the share capital of the Issuer or Aldersgate Investment Limited (a company registered in the British Virgin Islands with registration number 1465466) on any exchange or market in any country or (ii) any part of the share capital of the Issuer or Aldersgate Investments Limited is acquired by a special purpose company whose share capital is listed on any exchange in any country and which was formed for the purpose of acquiring a private company through a merger, capital stock exchange, share purchase, asset acquisition, reorganisation or similar transactions and whose principal activities prior to such acquisition are limited to organisational and financing activities; a Negative Rating Event shall be deemed to have occurred if at such time as there is no rating assigned to the Notes by a Rating Agency (i) the Issuer does not, either prior to, or not later than 21 days after, the occurrence of the Change of Control seek, and thereafter throughout the Change of Control Period use all reasonable endeavours to obtain, a rating of the Notes, or any other unsecured or unsubordinated debt of the Issuer or (ii) if the Issuer does so seek and use such endeavours, it is unable to obtain such a rating of at least investment grade by the end of the Change of Control Period; Relevant Announcement Date means the date that is the earlier of (a) the date of the first public announcement of the relevant Change of Control and (b) the date of the earliest Relevant Potential Change of Control Announcement (if any); and Relevant Potential Change of Control Announcement means any public announcement or statement by or on behalf of the Issuer, any actual or potential bidder or any adviser acting on behalf of any actual or potential bidder relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs.

6.5 Early Redemption Amounts For the purpose of Condition 6.2 above and Condition 9, each Note will be redeemed at its Early Redemption Amount calculated as follows: (a) in the case of a Note with a Final Redemption Amount equal to the Issue Price, at the Final Redemption Amount thereof;

71 (b) in the case of a Note (other than a Zero Coupon Note) with a Final Redemption Amount which is or may be less or greater than the Issue Price or which is payable in a Specified Currency other than that in which the Note is denominated, at the amount specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement or, if no such amount or manner is so specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement, at its nominal amount; or (c) in the case of a Zero Coupon Note, at an amount (the Amortised Face Amount) calculated in accordance with the following formula: Early Redemption Amount = RPx(1+AY)y where: RP means the Reference Price; AY means the Accrual Yield expressed as a decimal; and y is the Day Count Fraction specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement which will be either (i) 30/360 (in which case the numerator will be equal to the number of days (calculated on the basis of a 360-day year consisting of 12 months of 30 days each) from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 360) or (ii) Actual/ 360 (in which case the numerator will be equal to the actual number of days from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 360) or (iii) Actual/365 (in which case the numerator will be equal to the actual number of days from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 365).

6.6 Purchases The Issuer or any Subsidiary of the Issuer may at any time purchase Notes (provided that, in the case of definitive Notes, all unmatured Coupons and Talons appertaining thereto are purchased therewith) at any price in the open market or otherwise. Such Notes may be held, reissued, resold or, at the option of the Issuer or such Subsidiary, surrendered to any Paying Agent for cancellation.

6.7 Cancellation All Notes which are redeemed will forthwith be cancelled (together with all unmatured Coupons and Talons attached thereto or surrendered therewith at the time of redemption). All Notes so cancelled and any Notes purchased and cancelled pursuant to Condition 6.6 above (together with all unmatured Coupons and Talons cancelled therewith) shall be forwarded to the Agent and cannot be reissued or resold.

6.8 Late payment on Zero Coupon Notes If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuant to Condition 6.1, 6.2, 6.3 or 6.4 above or upon its becoming due and repayable as provided in Condition 9 is improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Note shall be the amount calculated as provided in Condition 6.5(c) above as though the references therein to the date fixed for the redemption or the date upon which such Zero Coupon Note becomes due and payable were replaced by references to the date which is the earlier of: (a) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and (b) five days after the date on which the full amount of the moneys payable in respect of such Zero Coupon Notes has been received by the Agent or the Trustee and notice to that effect has been given to the Noteholders in accordance with Condition 13.

7. TAXATION All payments of principal and interest in respect of the Notes and Coupons by the Issuer or the Guarantors will be made without withholding or deduction for or on account of any present or future taxes or duties of

72 whatever nature (Taxes) imposed or levied by or on behalf of any Relevant Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, the Guarantors will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note or Coupon: (a) the holder of which is liable for such Taxes in respect of such Note or Coupon by reason of his having some connection with a Relevant Jurisdiction other than the mere holding of such Note or Coupon; or (b) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming, whether or not such is in fact the case, that day to have been a Payment Day (as defined in Condition 5.5); or (c) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or (d) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note or Coupon to another Paying Agent in a Member State of the European Union; or (e) presented for payment by or on behalf of a holder who could lawfully avoid (but has not so avoided) such withholding or deduction by making a declaration of non-residence or other similar claim for exemption to any tax authority in the place where the relevant Note or Coupon is presented for payment. As used herein: (i) Relevant Jurisdiction means (a) in the case of the Issuer, the British Virgin Islands or the United Kingdom or, in either case, any political subdivision or any authority thereof or therein having power to tax or any other jurisdiction or any political subdivision or any authority thereof or therein having power to tax to which the Issuer is or becomes subject in respect of payments made by it of principal and interest (if any) on the Notes and Coupons; and (b) in the case of a Guarantor, the jurisdiction in which such Guarantor is incorporated or any political subdivision or any authority thereof or therein having power to tax or any other jurisdiction or any political subdivision or any authority thereof or therein having power to tax to which such Guarantor is or becomes subject in respect of payments made by it under the Notes Guarantee; and (ii) the Relevant Date means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Trustee or the Agent on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 13.

8. PRESCRIPTION The Notes and Coupons will become void unless claims in respect of principal and/or interest are made within a period of 10 years (in the case of principal) and five years (in the case of interest) after the Relevant Date (as defined in Condition 7) therefor. There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for payment in respect of which would be void pursuant to this Condition or Condition 5.2 or any Talon which would be void pursuant to Condition 5.2.

9. EVENTS OF DEFAULT AND ENFORCEMENT 9.1 Events of Default The Trustee at its discretion may, and if so requested in writing by the holders of at least one-quarter in nominal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the Noteholders shall (subject in each case to being indemnified and/or secured and/or prefunded to its satisfaction), (but, in the case of the happening of any of the events described in subparagraphs (b) to (d) excluding breaches of Conditions 3.1, 3.2 and 3.3 (other than the winding up or dissolution of the Issuer or any Material Company), and (e) to (g) inclusive and (i) below, only if the Trustee shall have certified in

73 writing to the Issuer that such event is, in its opinion, materially prejudicial to the interests of the Noteholders) give notice to the Issuer that the Notes are, and they shall accordingly forthwith become, immediately due and repayable at their Early Redemption Amount, together with accrued interest (if any) as provided in the Trust Deed, in any of the following events (Events of Default): (a) if default is made in the payment in the Specified Currency of any principal or interest due in respect of the Notes or any of them or if there is a failure by the Issuer to purchase or procure purchase of any Notes pursuant to Condition 6 and the default or failure continues for a period of three days; or (b) if the Issuer or any of the Guarantors fails to perform or observe any of its other obligations under these Conditions or the Trust Deed and (except in the case of a breach of Conditions 3.1, 3.2 and 3.3 or in any case where the Trustee considers the failure to be incapable of remedy, when no continuation or notice as is hereinafter mentioned will be required) the failure continues for the period of 14 days (or such longer period as the Trustee may permit) following the service by the Trustee on the Issuer or the relevant Guarantor (as the case may be) of notice requiring the same to be remedied; or (c) if (i) any Borrowings of the Issuer or any Material Company becomes capable of being declared due and repayable prematurely by reason of an event of default (however described), (ii) the Issuer or any Material Company fails to make any payment in respect of any Borrowings on the due date for payment as extended by any originally applicable grace period or (iii) any security given by the Issuer or any Material Company for any Borrowings becomes enforceable; provided that no event described in this subparagraph (c) shall constitute an Event of Default unless the relevant amount of Borrowings or other relative liability due and unpaid, either alone or when aggregated (without duplication) with other amounts of Borrowings and/or other liabilities due and unpaid relative to all (if any) other events specified in (i) to (iii) above which have occurred and are continuing, amounts to at least £1,500,000 (or its equivalent in any other currency); or (d) if any order is made by any competent court or resolution is passed for the winding up or dissolution of the Issuer or any Material Company, save for the purposes of reorganisation on terms approved in writing by the Trustee or by an Extraordinary Resolution of the Noteholders; or (e) if the Issuer or any Material Company ceases or threatens to cease to carry on the whole or a material part of its business, save for the purposes of reorganisation on terms approved in writing by the Trustee or by an Extraordinary Resolution of the Noteholders, or the Issuer or any Material Company stops or threatens to stop payment of, or is unable to, or admits inability to, pay, its debts (or any class of its debts) as they fall due or is deemed unable to pay its debts pursuant to or for the purposes of any applicable law, or is adjudicated or found bankrupt or insolvent; or (f) if (i) proceedings are initiated against the Issuer or any Material Company under any applicable liquidation, insolvency, composition, reorganisation or other similar laws or an application is made (or documents filed with a court) for the appointment of an administrative or other receiver, manager, administrator or other similar official, or an administrative or other receiver, manager, administrator or other similar official is appointed, in relation to the Issuer or any Material Company or, as the case may be, in relation to the whole or any part of the undertaking or assets of any of them or an encumbrancer takes possession of the whole or any part of the undertaking or assets of any of them, or a distress, execution, attachment, sequestration or other process is levied, enforced upon, sued out or put in force against the whole or any part of the undertaking or assets of any of them and (ii), in any such case (other than the appointment of an administrator or an administrative receiver appointed following presentation of a petition for an administration order) unless initiated by the relevant company, is not discharged within 14 days; or (g) if the Issuer or any Material Company (or their respective directors or shareholders) initiates or consents to judicial proceedings relating to itself under any applicable liquidation, insolvency, composition, reorganisation or other similar laws (including the obtaining of a moratorium) or makes a conveyance or assignment for the benefit of, or enters into any composition or other arrangement with, its creditors generally (or any class of its creditors) or any meeting is convened to consider a proposal for an arrangement or composition with its creditors generally (or any class of its creditors); or (h) if the Notes Guarantee ceases to be, or is claimed by the Issuer or any Guarantor not to be, in full force and effect; or (i) if any event occurs which, under the laws of any Relevant Jurisdiction, has or may have, in the Trustee’s opinion, an analogous effect to any of the events referred to in subparagraphs (d) to (h) above.

74 9.2 Enforcement The Trustee may at any time, at its discretion and without notice, take such proceedings against the Issuer and/or the Guarantors as it may think fit to enforce the provisions of the Trust Deed, the Notes and the Coupons, but it shall not be bound to take any such proceedings or any other action in relation to the Trust Deed, the Notes or the Coupons unless (i) it shall have been so directed by an Extraordinary Resolution or so requested in writing by the holders of at least one-quarter in nominal amount of the Notes then outstanding and (ii) it shall have been indemnified and/or secured and/or pre-funded to its satisfaction. No Noteholder or Couponholder shall be entitled to proceed directly against the Issuer or the Guarantors unless the Trustee, having become bound so to proceed, fails so to do within a reasonable period and the failure shall be continuing.

10. REPLACEMENT OF NOTES, COUPONS AND TALONS Should any Note, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Agent upon payment by the claimant of such costs and expenses as may be incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Notes, Coupons or Talons must be surrendered before replacements will be issued.

11. PAYING AGENTS The names of the initial Paying Agents and their initial specified offices are set out below. If any additional Paying Agents are appointed in connection with any Series, the names of such Paying Agents will be specified in Part B of the applicable Final Terms or, as the case may be, the applicable Pricing Supplement. The Issuer is entitled, with the prior written approval of the Trustee, to vary or terminate the appointment of any Paying Agent and/or appoint additional or other Paying Agents and/or approve any change in the specified office through which any Paying Agent acts, provided that: (a) there will at all times be an Agent; (b) so long as the Notes are listed on any stock exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority; and (c) there will at all times be a Paying Agent in a Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive. In addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.4. Notice of any variation, termination, appointment or change in Paying Agents will be given to the Noteholders promptly by the Issuer in accordance with Condition 13. In acting under the Agency Agreement, the Paying Agents act solely as agents of the Issuer and the Guarantors and, in certain circumstances specified therein, of the Trustee and do not assume any obligation to, or relationship of agency or trust with, any Noteholders or Couponholders. The Agency Agreement contains provisions permitting any entity into which any Paying Agent is merged or converted or with which it is consolidated or to which it transfers all or substantially all of its assets to become the successor paying agent.

12. EXCHANGE OF TALONS On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at the specified office of the Agent or any other Paying Agent in exchange for a further Coupon sheet including (if such further Coupon sheet does not include Coupons to (and including) the final date for the payment of interest due in respect of the Note to which it appertains) a further Talon, subject to the provisions of Condition 8.

13. NOTICES All notices regarding the Notes will be deemed to be validly given if published in a leading English language daily newspaper of general circulation in London. It is expected that any such publication in a

75 newspaper will be made in the Financial Times in London. The Issuer shall also ensure that notices are duly published in a manner which complies with the rules of any stock exchange or other relevant authority on which the Notes are for the time being listed or by which they have been admitted to trading. Any such notice will be deemed to have been given on the date of the first publication or, where required to be published in more than one newspaper, on the date of the first publication in all required newspapers. If publication as provided above is not practicable, a notice will be given in such other manner, and will be deemed to have been given on such date, as the Trustee shall approve. Until such time as any definitive Notes are issued, there may, so long as any Global Notes representing the Notes are held in their entirety on behalf of Euroclear and/or Clearstream, Luxembourg, be substituted for such publication in such newspaper(s) the delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg for communication by them to the holders of the Notes and, in addition, for so long as any Notes are listed on a stock exchange or are admitted to trading by another relevant authority and the rules of that stock exchange or relevant authority so require, such notice will be published in a daily newspaper of general circulation in the place or places required by those rules. Any such notice shall be deemed to have been given to the holders of the Notes on such day as is specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement after the day on which the said notice was given to Euroclear and Clearstream, Luxembourg. Notices to be given by any Noteholder shall be in writing and given by lodging the same, together (in the case of any Note in definitive form) with the relative Note or Notes, with the Agent. Whilst any of the Notes are represented by a Global Note, such notice may be given by any holder of a Note to the Agent through Euroclear and/or Clearstream, Luxembourg, as the case may be, in such manner as the Agent and Euroclear and/or Clearstream, Luxembourg, as the case may be, may approve for this purpose.

14. MEETINGS OF NOTEHOLDERS, MODIFICATION, WAIVER AND SUBSTITUTION The Trust Deed contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any of the provisions of the Trust Deed. Such a meeting may be convened by the Issuer, the Guarantors or the Trustee and shall be convened by the Issuer if required in writing by Noteholders holding not less than five per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing not less than 50 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons or the Trust Deed (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons), the quorum shall be one or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of the Noteholders shall be binding on all the Noteholders, whether or not they are present at the meeting, and on all Couponholders. The Trustee may agree, without the consent of the Noteholders or Couponholders, to any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of the Notes or the Trust Deed, or determine, without any such consent as aforesaid, that any Event of Default or potential Event of Default shall not be treated as such, where, in any such case, it is not, in the opinion of the Trustee, materially prejudicial to the interests of the Noteholders so to do or may agree, without any such consent as aforesaid, to any modification which is of a formal, minor or technical nature or to correct a manifest error or an error which, in the opinion of the Trustee, is proven. Any such modification shall be binding on the Noteholders and the Couponholders and any such modification shall be notified to the Noteholders in accordance with Condition 13 as soon as practicable thereafter. In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver, authorisation or determination), the Trustee shall have regard to the general interests of the Noteholders as a class (but shall not have regard to any interests arising from circumstances particular to individual Noteholders or Couponholders whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Noteholders or Couponholders (whatever their number) resulting from their being for any

76 purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Noteholder or Couponholder be entitled to claim, from the Issuer, the Guarantors, the Trustee or any other person any indemnification or payment in respect of any tax consequences of any such exercise upon individual Noteholders or Couponholders except to the extent already provided for in Condition 7 and/ or any undertaking or covenant given in addition to, or in substitution for, Condition 7 pursuant to the Trust Deed. The Trustee may, without the consent of the Noteholders, agree with the Issuer to the substitution in place of the Issuer (or of any previous substitute under this Condition) as the principal debtor under the Notes, the Coupons and the Trust Deed of another company, being a Subsidiary of the Issuer, subject to (a) the Trustee being satisfied that the interests of the Noteholders will not be materially prejudiced by the substitution and (b) certain other conditions set out in the Trust Deed being complied with.

15. INDEMNIFICATION OF THE TRUSTEE AND TRUSTEE CONTRACTING WITH THE ISSUER AND/OR THE GUARANTORS The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking action unless indemnified and/or secured and/or pre-funded to its satisfaction. The Trust Deed also contains provisions pursuant to which the Trustee is entitled, inter alia, (a) to enter into business transactions with the Issuer and/or any of its Subsidiaries and to act as trustee for the holders of any other securities issued or guaranteed by, or relating to, the Issuer and/or any of its Subsidiaries, (b) to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transactions or, as the case may be, any such trusteeship without regard to the interests of, or consequences for, the Noteholders or Couponholders and (c) to retain and not be liable to account for any profit made or any other amount or benefit received thereby or in connection therewith.

16. FURTHER ISSUES The Issuer shall be at liberty from time to time without the consent of the Noteholders or the Couponholders to create and issue further notes having terms and conditions the same as the Notes or the same in all respects save for the amount and date of the first payment of interest thereon and so that the same shall be consolidated and form a single Series with the outstanding Notes.

17. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 No person shall have any right to enforce any term or condition of this Note under the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

18. GOVERNING LAW AND SUBMISSION TO JURISDICTION 18.1 Governing law The Trust Deed (including the Notes Guarantee), the Agency Agreement, the Notes, the Coupons and any non-contractual obligations arising out of or in connection with the Trust Deed, the Agency Agreement, the Notes and the Coupons are governed by, and construed in accordance with, English law.

18.2 Submission to jurisdiction (a) Subject to Condition 18.2(c) below, the English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with the Trust Deed, the Notes and/or the Coupons, including any dispute as to their existence, validity, interpretation, performance, breach or termination or the consequences of their nullity and any dispute relating to any non-contractual obligations arising out of or in connection with the Trust Deed, the Notes and/or the Coupons (a Dispute) and accordingly each of the Issuer and the Trustee and any Noteholders or Couponholders in relation to any Dispute submits to the exclusive jurisdiction of the English courts. (b) For the purposes of this Condition 18.2, the Issuer waives any objection to the English courts on the grounds that they are an inconvenient or inappropriate forum to settle any Dispute.

77 (c) To the extent allowed by law, the Trustee, the Noteholders and the Couponholders may, in respect of any Dispute or Disputes, take (i) proceedings in any other court with jurisdiction; and (ii) concurrent proceedings in any number of jurisdictions.

18.3 Appointment of Process Agent The Issuer irrevocably appoints Global Switch Limited at 4th Floor Millbank Tower, 21-24 Millbank Tower, London SW1P 4QP as its agent for service of process in any proceedings before the English courts in relation to any Dispute, and agrees that, in the event of Global Switch Limited being unable or unwilling for any reason so to act, it will immediately appoint another person approved by the Trustee as its agent for service of process in England in respect of any Dispute. The Issuer agrees that failure by a process agent to notify it of any process will not invalidate service. Nothing herein shall affect the right to serve process in any other manner permitted by law.

18.4 Other documents and the Guarantors The Issuer and, where applicable, the Guarantors have in the Trust Deed and the Agency Agreement submitted to the jurisdiction of the English courts and appointed an agent for service of process in terms substantially similar to those set out above.

78 USE OF PROCEEDS

The net proceeds from each issue of Notes will be applied by the Issuer for its general corporate purposes, which include making a profit, save as described under “Description of the Issuer—Use of Proceeds Relating to the First Tranche” in respect of the first tranche of Notes to be issued under the Programme.

79 INDUSTRY OVERVIEW

Data centres are highly specialised forms of real estate that house critical systems, network, storage and information technology equipment and act as content and connectivity hubs to facilitate the processing, storage, sharing and distribution of data, content, application and media. The networking and computing equipment housed in data centres by tenants includes servers, server racks, switches, storage devices, mainframe computers, routers, fibre optic transmission gear, cable landing stations and structured cabling systems. The equipment has specific power, cooling, data connectivity and security requirements that are fulfilled by these specialised data centres.

Data centres generally consist of highly engineered and controlled technical space that houses IT servers and other equipment. The engineering service equipment provided to sustain the operation of this IT based equipment includes backup generators and batteries, cooling systems, fire detection and suppression systems, office space, security systems, staging areas, storage space, transformers, switch gear and uninterruptible power supply systems. The technical space in a data centre can be divided into entirely separate private data suites or shared data suites (or cages) within a room. The IT equipment housed in a data centre by tenants consumes significant amounts of power, generates substantial heat and is particularly sensitive to fluctuations in power quality as well as changes in temperature and humidity. As a result, continuous monitoring and control of the data centre environment by management systems of power, ventilation, cooling, heating, fire detection and suppression and humidity is critical. Data centres normally have raised access flooring with subfloor plenums to accommodate air circulation, cooling ducts and vents and power cabling, as well as ceiling mounted cable trays for additional wiring and overhead fire detection and suppression systems. Due to the critical nature of the tenant’s equipment and the data they store and process, data centres require continuous operational uptime and high levels of physical security, which include measures such as redundant or backup power supplies and access control systems.

Whereas data centres were historically utilised principally for data storage and for mainframe computer operations, today data centres are increasingly used for “open system” or “server based” data processing in support of hosting applications that require robust network connectivity. Data centres that provide tenants with access to connectivity with multiple telecommunication carriers and internet service providers (ISPs) can improve application resilience and reliability, together with network latency, or distance related delays, for tenants. Telecommunication carriers and tenants use data centres for access to multiple telecommunication carriers for interconnection and trading of network services and for access to other tenants.

Types of Market Data centre investment yields and valuations are primarily defined by geographic locations, with the most attractive properties operating in Tier 1 markets. Global Switch believes that there are five Tier 1 markets in Europe and five Tier 1 markets in Asia Pacific. Tier 1 markets are defined as metropolitan business, communication and internet hubs that serve all five major data centre tenant types (i) telecommunication companies, (ii) system integrators, (iii) managed service providers and other hosting intermediaries, (iv) enterprises, including financial institutions and (v) public sector. In Europe, the Tier 1 markets are Amsterdam, Frankfurt, London, Madrid and Paris. In Asia Pacific, the Tier 1 markets are Hong Kong, Shanghai, Singapore, Sydney and Tokyo. Including Global Switch’s proposed Hong Kong development, it is present in eight of these ten Tier 1 markets.

Tier 1 markets have the following characteristics:

Major Cities with Immediate Access to Strong Local Demand: Cities with a large population base in developed countries tend to have higher broadband internet penetration levels. In addition, the high level of local economic activity in larger cities creates strong demand for data centre services.

Presence of Major Fibre Routes and Internet Exchanges: Although hundreds of network nodes exist, there are a select few internet exchange points that are network dense, provide low latency and are perceived to be superior, exchanging Terabits of traffic each second through public or private interconnection. Tenants and prospective Tenants typically need to pay higher lease rates for space and power given the greater demand and limited supply of these facilities.

Higher Barriers to Entry: Tier 1 markets exhibit higher barriers to entry, especially in Europe and Asia Pacific. These high barriers to entry include: (i) the scarcity of sites of any size in the strategic central locations within Tier 1 markets, (ii) the lack of freely available incremental high voltage power alongside connectivity from

80 multiple telecommunications carriers and ISPs, (iii) the advantage incumbent operators have in holding established key relationships with tenants, power utilities and telecommunications carriers, (iv) the large amount of capital required and the complexity of executing developments within budget and time constraints (v) the significant lead time of up to three years required to complete a new data centre (vi) the clear advantage an established track record in-market provides in attracting prospective tenants and (vii) the scarcity of specialist staff required to design, build and operate data centres. A strong brand, track record for operational and technical expertise and significant financial resources are typically required in order to secure and successfully develop larger scale data centres in Tier 1 markets.

By contrast, outside these Tier 1 markets, barriers to entry are lower and pricing, investment yields and valuations are increasingly coming under competitive pressure.

Types of Data Centres There are two major categories of data centres: in-house and outsourced. In-house constitutes the vast majority of the global market, but BroadGroup believes there will be increasing levels of outsourcing in the Western European data centre market, growing from 16% (2011) to 30-32% (2016) in line with similar trends in North America.

In-house Data Centres Corporate In-house Data Centres: The majority of companies still own and operate their own data centres. These facilities may be as small as single server rooms within a company’s office space or as large as stand- alone, purpose-built data centres. Companies may choose to operate in-house data centres because IT infrastructure is perceived to be a core competency and an important element of their business value proposition. In-house data centres represent the majority of the market although the overall share of the market is falling.

Outsourced Data Centres IT System Integrator Data Centres: In general, IT systems integrators do not sell colocation space as a stand- alone offering, but include access to data centre services as part of a fully integrated IT service offering typically for medium or larger sized enterprises. Unlike wholesale or colocation providers, IT system integrators typically own and manage the servers, and utilise the equipment that is housed in the data centre. IT system integrators include Capgemini, HP, IBM and Tata. Systems Integrators are often tenants of carrier neutral providers such as Global Switch.

Telecommunication Carrier-operated Data Centres: Telecommunication carrier-operated data centres offer colocation services allowing tenants to connect via the telecommunication carrier’s own network or, by exception, via other telecommunication carriers if there is sufficient demand. Rental of space and connectivity services are typically bundled together. Telecommunication carrier-operated data centres do not offer their tenants the cost efficiencies associate with access to multiples networks. Telecommunication carriers that operate their own data centres include BT, Colt Group, Level 3, NTT and Verizon. Telecommunication carriers are often tenants of carrier neutral providers such as Global Switch.

Carrier Neutral Data Centres: Carrier neutral data centre providers are property companies that offer customers power, cooling and security with space which is leased to customers typically under long leases. Carrier neutral data centres offer customers access to multiple providers of connectivity. Carrier neutral data centres are product and services neutral. Carrier neutral data centre providers offer high network resilience delivered by multiple telecommunications carriers as well as multiple ISPs. This offers customers an environment well suited for the deployment of network-centric applications, such as cloud-based applications that are accessed over a network. Carrier neutral data centres offer space, power, cooling, and connectivity and often offer services, such as cross connects, security, reporting, technical cleaning and access management. Examples of carrier neutral data centre providers include Global Switch, Digital Realty Trust and DuPont Fabros Technology.

Retail Colocation Data Centres: Retail colocation data centres are generally carrier neutral and enable tenants to connect to multiple network providers. Retail colocation data centres typically have a smaller critical power load, generally 3.0 to 5.0 MW, than larger carrier neutral data centres. Operators generally lease their premises

81 rather than own them, which creates a lease renewal risk for the both operator and tenant and may impact asset lifecycle investment decisions. Tenants typically include smaller companies which have outsourced their IT infrastructure and lease space in the data centre for short periods, typically under one or two year license agreements. Retail colocation data centre providers include Equinix, Interxion and Telecity. Retail colocation providers are often tenants of carrier neutral providers such as Global Switch. Global Switch operates some limited direct retail colocation space.

All of the four types of data centres highlighted above are typically fully-fitted data centres; however, the first three types of data centre may also be powered-core data centres (or shell and core data centres).

Powered-Core Data Centres: Powered-core providers are typically real estate companies that offer tenants access to a large building shell with basic cooling and power infrastructure. Due to the significant capital expenditure to fit out the data centres, such tenants are typically large scale space users and therefore most powered-core data centres have lower tenant density. As such, these tenants typically have fewer connectivity options. Powered-core data centres typically have lower investment yields than fully-fitted data centres. Examples of these data centre providers include Digital Realty Trust. Global Switch does not offer a powered-core data centre product.

Fully-Fitted Data Centres: Fully-fitted data centres are centres that, in addition to basic cooling and power infrastructure, provide tenants with access floors, segregated areas, power distribution systems, uninterruptible power supply systems, including backup generators and batteries, cooling systems, fire suppression systems, security systems, IT equipment staging areas and office space. Tenants of fully-fitted data centres typically only invest in their IT equipment and systems such as racks and servers. Given the preference from certain tenants for lower capital expenditure, these assets typically achieve greater investment yields compared to the powered core rentals. Fully-fitted data centre providers include Global Switch, CoreSite and Dupont Fabros Technology.

Data Centre Industry Evolution The data centre services industry has matured significantly over the past decade. The tenant base has expanded from emerging internet companies and telecommunication carriers to an increasingly wide variety of established businesses. These businesses increasingly utilise data centres not only as sites for data storage but also as computing centres to process data and operate customer-facing applications. This diverse and established customer base has driven significant demand for carrier-neutral and product-neutral data centre services.

In recent years the growing sophistication and adoption of web-based applications such as cloud computing, including software-as-a-service, platform-as-a-service and infrastructure-as-a-service, has led to a clear stratification within the data centre industry between connectivity-driven and non connectivity-driven providers. Market leadership is largely a factor of premium locations with network density, tenant diversification, carrier, service and product neutrality, site scale and property ownership.

Cloud Computing: Previously identified as “grid computing” when developed for large scale end users (banks etc.). This technology allows users to virtualise servers and bring them into service quickly and cost effectively by making better use of spare capacity within physical servers. However for cloud services to operate effectively, physical IT assets servers and storage need to be powered resiliently and cooled efficiently. If cloud services are provided on any scale it becomes dependent on highly resilient data centre space.

Demand Drivers for Outsourced Data Centres Outsourced data centre growth is driven by a number of secular trends including the following:

Exponential Internet Traffic and Bandwidth Growth: This increase is due to the decreased cost of internet access for end users, increased broadband penetration, increased usage of high-bandwidth content, increased number of wireless access points and increased availability of internet and network based applications. According to the Cisco Visual Networking Index, Global IP traffic is expected to grow at a compound annual growth rate of 26% from 2012 to 2016.

Trend to Outsourcing: There is a continuing trend across in-house data centre operators to outsource their IT activities as their data centre needs expand. Decisions at companies between outsourcing and organic expansion are typically driven by the capital expenditure and operating expense savings derived through shared infrastructure and the ability to source lower connectivity costs from data centres attracting multiple network connectivity.

82 Growth in Cloud Computing: Cloud applications require stable, scalable platforms in multiple geographies on which to operate, with low latency access to end users. For all but the largest cloud infrastructure operators, in- house data centres across multiple jurisdictions can be complex and expensive to manage. According to International Data Corporation’s Worldwide and Regional Public IT Cloud Services 2013-2017 Forecast, this market is expected to grow from U.S.$47.4 billion in 2013 to more than U.S.$107 billion in 2017, representing a 23.5% compound annual growth rate over the 2013-2017 forecast period.

Consumer Device Proliferation: The proliferation of new devices fuels consumer demand for application and content delivery and thereby demands for resilient, low latency IP and cloud infrastructure. According to the Cisco Visual Networking Index, Global Consumer IP traffic is expected to grow at a compound annual growth rate of 23% from 2013 to 2017.

Stricter Regulation: Further regulation and legislation around the storage of data, especially in the financial services, results in demand for secure, multi jurisdictional data centres.

Resilience Requirements: The increasing demand for server resilience requires specialist buildings with guaranteed levels of power uptime and security. Upgrading existing facilities requires significant capital expenditure, time to development, risk and expertise.

Barriers to Entry for Data Centre Operators Significant barriers to entry exist in the outsourced data centre market. This is mainly driven by the need to convince a number of key stakeholders, ranging from key tenants to suppliers of connectivity and power, that the operator has a reputable brand, associated track record and the financial backing to deliver on highly complex, large scale developments in prized strategic locations

Strategic Central Locations: Strategic central locations in Tier 1 markets are preferred as latency issues are minimised. Sites in network dense locations of any size, especially in Europe and Asia Pacific are scarce and/or challenging to secure.

Power and Connectivity: Access to abundant, continuous power with reliable back up requires planning and substantial investment. There are long lead times to build and high costs associated with attracting connectivity access to multiple telecommunication carriers and ISPs.

Incumbent Operators Have a Clear Advantage: Incumbent operators benefit from having secured key sites and established key relationships with tenants, power utilities and telecommunications carriers. For tenants, the cost, operational risk and inconvenience involved in relocating to another data centre is significant with most having invested substantially in IT equipment and infrastructure within a data centre.

Cost and Complexity: Building a data centre requires significant investment, technical expertise, regulatory compliance and planning and development approvals.

Long Development Lead Times: Significant lead times of up to three years are required to complete new data centre developments creating both financing and execution risks.

Established Track Record: Operators with long track records of best-in-class operational performance have a clear advantage in attracting tenants as well as securing power and connectivity for the data centres.

Skilled Staff: Data centre development requires not only design and construction expertise but also skilled staff to operate and maintain fully resilient facilities.

Supply Considerations Due to the collapse in demand for data centre capacity during the period 2001 to 2004 there was limited, if any, supply of new outsourced data centre capacity built. As a result the industry rationalised and consolidated existing capacity. This relative lack of new builds, combined with the significant growth in demand for data centre capacity in more recent years, has led to a significant supply/demand imbalance.

Although the growth of global outsourced data centre operators and their access to the capital markets has prompted the development of new supply, and in some markets met prevailing demand, the constraints particular to strategic central locations in Tier 1 markets have sustained the historic demand/supply imbalance in these locations. Europe and Asia Pacific, in particular, have seen strategic central locations in Tier 1 markets demand supporting pricing and investment yield appreciation.

83 DESCRIPTION OF THE ISSUER

Global Switch Holdings Limited (the Issuer, and together with its subsidiaries, Global Switch) is a leading real estate owner, operator and developer of large-scale, carrier-neutral, multi-tenanted data centres in Europe and Asia Pacific (based upon operational square footage, according to 451 Research, November 2013).

Global Switch owns and operates a portfolio of nine fully fitted data centres with an aggregate gross floor area of approximately 286,000 square metres across seven markets. Global Switch’s core offering is technical space with redundant power and cooling, security and sophisticated infrastructure and environmental monitoring for its Tenants to house their computer servers, network equipment and other IT infrastructure. Global Switch’s primary product offerings include private data suites and shared data suites, or cages. Private suites are dedicated suites tailored to the needs of individual business Tenants. Shared data suites are smaller secured private areas for Tenants with medium sized IT space requirements. In addition to these primary product offerings, Global Switch offers its Tenants racks for colocation, meet me rooms for interconnects, as well as other additional services including design and build expertise, office space, and a limited range of operational services, such as fibre cable installation and technical cleaning.

As of 30 September 2013, average occupancy rates across Global Switch’s data centre properties was 90% of fitted and unfitted technical space. There were almost 1,100 contracts with approximately 350 different Tenants across the portfolio, with two-thirds of Tenants present in more than one Global Switch data centre. Global Switch’s data centre portfolio has a property value of £3,843 million (£4,051 million including current capital expenditure) as of 31 March 2013, as valued by CBRE Limited. Management did not request CBRE Limited to provide a valuation for 30 September 2013. Over the six month period ended 30 September 2013 Global Switch has continued to increase occupancy levels of its portfolio, with five sites now being at or near full occupancy.

For the six-month period ended 30 September 2013, Global Switch’s total revenue was £176.2 million and its EBITDA (as defined under “Terms and Conditions of the Notes”) was £118.0 million. Revenue and EBITDA grew 5% and 10%, respectively, for the six-month period ended 30 September 2013 compared to the six-month period ended 30 September 2012. Global Switch’s EBITDA margin for the six-month period ended 30 September 2013 was 67%, compared to 64% for the six-month period ended 30 September 2012. The financial information set out in this paragraph is unaudited and has been derived from the unaudited condensed consolidated financial statements of the Issuer for the six month period ended 30 September 2013.

Global Switch’s business model continues to deliver growth while at the same time generating operating cash flows to invest in existing infrastructure upgrades and new data centres.

Competitive Strengths Exclusively positioned in strategic central, network dense locations within Tier 1 markets with multiple carrier connectivity Global Switch operates its large-scale, carrier-neutral, multi-tenanted data centres exclusively in Tier 1 markets in Europe and Asia Pacific where there are metropolitan business, communication and internet hubs with all five types of data centre tenants present (see further “Industry Overview”). Global Switch believes that demand from both existing and prospective Tenants within these markets is enhanced by operational requirements for low latency and interconnectivity alongside a strong preference for sites with multiple carrier connectivity. In addition, Global Switch is strategically and centrally located within these Tier 1 markets.

All of Global Switch’s data centres are network dense internet gateways with market leading multiple-carrier connectivity. Global Switch’s large-scale, multi-tenanted sites attract an average of 24 Tier 1 and Tier 2 telecommunication carriers into each data centre compared to what Global Switch believes to be three to four for a typical sole tenant site. Through operating in strategic central, network dense locations in Tier 1 markets, Global Switch achieves a pricing premium on rents, landlord friendly lease terms and greater Tenant retention. The ownership of this multiple-carrier connectivity also allows Global Switch to control and charge for cross connects as a further source of ancillary revenue growth.

This level of carrier connectivity, together with the connectivity of ISPs and internet exchanges, positions Global Switch to not only attract large enterprise Tenants but also small and medium sized retail Tenants. These retail Tenants typically occupy racks and small cages and require high connectivity solutions as part of their business functionality. Global Switch is able to capture this retail demand, both directly from a concentrated number of retail Tenants and indirectly through intermediate hosting companies (eg. managed service and

84 colocation providers) and telecommunication companies that operate a retail hosting business. Direct retail tenants and intermediate hosting companies make up approximately 2% and 16% of Global Switch’s annualised lease revenue respectively, as of 30 September 2013. In addition to this direct and intermediate reseller exposure, it is estimated that just over one third of the space Global Switch leases to telecommunication companies is used for their own retail hosting businesses. This additional indirect retail exposure equates to approximately 11% of annualised lease revenue, taking the estimated total share derived from retail customers up to 29%, as of 30 September 2013.

High barriers to entry protecting high quality, strategically located, geographically diverse properties in Europe and Asia Pacific Global Switch’s long term market leading position is supported by the data centre industry’s high barriers to entry, further enhanced by the specific nature of operating strategic central locations in Tier 1 markets. These high barriers to entry include: (i) the scarcity of sites of any size in the strategic central locations within Tier 1 markets, (ii) the lack of freely available incremental high voltage power alongside connectivity from multiple telecommunications carriers and Internet Service Providers, (iii) the advantage incumbent operators hold in established key relationships with Tenants, power utilities and telecommunications carriers, (iv) the large amount of capital required and the complexity of executing developments within budget and time constraints (v) the significant lead time of up to three years required to complete a new data centre (vi) the clear advantage an established track record in-market provides in attracting prospective Tenants and (vii) the scarcity of specialist staff required to design, build and operate data centres. A strong brand, track record for operational and technical expertise and significant financial resources are typically required in order to secure and successfully develop larger scale data centres for Tier 1 markets. Pricing trends in certain markets, especially in North America, have demonstrated the importance of owning and operating a high quality data centre portfolio across multiple Tier 1 markets. Global Switch is located in all of the five Tier 1 markets in Europe and three out of the five (including its Hong Kong development) Tier 1 markets in Asia Pacific. Global Switch has no data centres in North America. These European and Asia Pacific Tier 1 markets offer comparatively higher barriers to entry, reduced competition and therefore typically support premium priced data centres. In addition, Global Switch data centres are in strategic and central locations within Tier 1 markets. Global Switch believes these factors allow it to obtain premium rents and achieve low Tenant churn and higher sustainable demand across the portfolio.

Carrier, product and services neutral leases with standard pricing and leasing terms Global Switch’s portfolio attracts Tenants looking to optimise their ability to tender for network, product and services offered by a wide range of potential third party providers. Global Switch does not compete with these providers but instead offers the environment in which Tenants are able to leverage their global and local relationships and optimise both cost and offering while signing into long term, underlying data centre leases. By contrast, in telecommunication carrier-operated and IT system integrator data centres, the considerable investment in IT equipment and other costs of relocation often become barriers to retendering overlaid service and product contracts. Global Switch benefits from long-term lease rental income, with service agreements typically seven to ten years in length, which typically contain annual price escalation provisions of approximately 3% to 5%, and include the ability to pass through power charges and other variable costs to Tenants.

Freehold or long lease ownership of high quality large-scale data centres provides Global Switch with significant operating leverage across its fully-fitted portfolio driving industry leading margins Global Switch owns and operates all of its fully-fitted data centres under freehold or under the longest leasehold available in markets where freeholds are not offered due to local regulation. Global Switch believes its property ownership provides its Tenants with the confidence to enter into long term leases and incur substantial fit out costs and enables Global Switch to make long term investment decisions to ensure that its data centres continue to meet Tenant requirements. Global Switch’s investments are principally in heavy mechanical and electrical plant and equipment based on tried and tested technology, with effective lives of approximately 25 years and a limited risk of technological obsolescence. This fully-fitted business model provides Global Switch with strong revenue visibility, accompanied by high margins and low fixed costs. Global Switch is able to take advantage of economies of scale by operating large data centres that each offer at least 10,000 square metres of gross floor area. This scale contributes to a reduction in fixed costs per data centre as a percentage of revenues over time while increasing operating cash flow. Large-scale data centres have significantly lower operating and maintenance costs per square metre or kW of power capacity than smaller data centres. The shared infrastructure also allows Global Switch to stage its capital expenditure to match its revenues.

85 This improves Global Switch’s return on capital and its Tenants benefit from lower operating expenses. Global Switch has industry leading EBITDA margins of 67% for the six month period ended 30 September 2013.

Multi-tenanted data centre portfolio creates a high quality and diverse Tenant base Global Switch’s data centre portfolio and Tenant focused business model allow it to attract a Tenant base characterised by strong credit quality and diversity across industries and geographies. Global Switch’s Tenants represent companies from a wide range of business segments including leading global and national brands. As at 30 September 2013, Global Switch had approximately two-thirds of contracted annualised leased revenue relating to Tenants whose parent company have an investment grade rating. The largest Tenant had multiple non- coterminous leases with staggered lease maturities from financial year 2014 to financial year 2025, and uses the space to provide services to its own Tenants under multiple sub-contracts. As at 30 September 2013, Global Switch’s top 20 Tenants had an average remaining lease maturity of 5.8 years with 82.2% of contracted annualised lease revenues derived from Tenants present in multiple Global Switch data centres.

Highly resilient shared infrastructure with superior operational performances driving high retention rates and low Tenant churn Global Switch’s strategy is to offer high-quality Tier III or higher operated data centres and superior operations performances. A Tier III data centre is an industry standard classification for a data centre composed of redundant power and cooling distribution paths, providing a minimum of 99.982% availability. (See “Data Centre Standards Overview” below.) Historically, Global Switch has achieved 99.999% uptime reliability or better. Global Switch’s data centres provide access to multiple telecommunications carriers as well as substantial standby power generation and chiller capacity required to operate and cool the data centres. Global Switch believes that its high level of Tenant service and best-in-class operational resilience contributes to industry low churn rate, evidenced by its high Tenant retention rate of almost 100% over the last four years from the year ended 31 March 2010 to the year ended 31 March 2013.

Experienced management team/supportive shareholder Global Switch believes that its senior management team’s extensive knowledge of the development and management of data centres and real estate industries provides it with a key competitive advantage. Global Switch’s senior management team of six has on average more than 25 years of experience in these industries. The managing directors of Global Switch’s data centres also have a significant amount of experience in data centres or real estate (an average of approximately 20 years). Global Switch has grown its occupancy rates for the portfolio from 38.3% in 2004 to 90% as at 30 September 2013. Under the influence of the Issuer’s current shareholder, Aldersgate Investments Limited (Aldersgate), the management leadership team has increased the valuation of the European portfolio from £369.7 million (6 properties) at 30 June 2005 to £2,489.7 million (7 properties) at 31 March 2013 and the valuation of the Asia Pacific portfolio from £502.4 million (2 properties) at 31 March 2009, the earliest valuation date, to £1,346.1 million (2 properties) at 31 March 2013.

Aldersgate is indirectly wholly owned by David and Simon Reuben, who have a successful track record with more than 40 years of experience investing in property and asset backed businesses.

Strategy Increase occupancy rates and pricing across both wholesale and retail with a focus on premium Tenants Global Switch targets an occupancy rate for each data centre in excess of 99%, achieved by the efficient utilisation of the technical space in data centres. It currently has an overall occupancy rate of 90% of fitted and unfitted technical space as at 30 September 2013. Global Switch aims to achieve an increase in occupancy rates by targeting premium Tenants who are globally and nationally recognised across a diverse range of industry sectors. Premium Tenants are characterised by a strong financial profile, substantial and growing power and space requirements and favour longer term lease arrangements. These Tenants are also more likely to be repeat Tenants with the Global Switch portfolio of data centres, with over 90% of new space leased to existing Tenants over the past three years (1 October 2010 to 30 September 2013). All new Tenants undergo a detailed financial covenant strength assessment.

In addition to its wholesale Tenant base, Global Switch will continue to increase occupancy from the retail segment, which offers relatively higher rental yields compared to the standard wholesale segment. In addition, retail Tenants tend to lease smaller areas that would be unattractive to larger, wholesale Tenants and thus would

86 often remain vacant. Global Switch’s leases typically contain annual price escalation provisions of approximately 3% to 5% and include the ability to pass through to Tenants power charges and other variable costs.

Maximise returns from existing portfolio and increase yields Global Switch has historically achieved strong reversionary uplifts on lease renewals and believes that the average rental rate for certain existing Tenant leases provides scope for further uplift. Going forward, Global Switch intends to seek to renew leases at market rates, thereby attempting to generate an increase in revenues and cash flows. The long term renewal uplift for leases renewed during the past five full financial years has been over 20% with the expected renewal uplift for the financial year ending 31 March 2014 being 12% as of 30 September 2013. Subject to power availability, Global Switch is able to review its portfolio and, where economic, invest to convert non-technical space into high yielding technical space. Global Switch will aim to attract premium Tenants by providing best-in-class, highly specialised, resilient data centres with carrier, product and service neutral mission critical infrastructure and equipment. In addition, Global Switch continually seeks to make improvements to its operating procedures, to employ highly skilled staff across the business and to utilise sophisticated monitoring and management systems.

Selectively develop new data centres in line with a clearly defined and disciplined organic growth strategy While Global Switch is committed to a strategy of sustainable growth, it has a conservative development strategy that seeks to minimise cash outlay and execution risk. Geographically, Global Switch is focused on Europe and Asia Pacific, areas with attractive market characteristics. Global Switch concentrates developments and acquisitions on strategic central locations in Tier 1 markets in Europe and Asia Pacific where all of Global Switch’s Tenant types are located. Global Switch presently focuses its new developments on existing sites in existing markets to maximise plot ratios and leverage campus related synergies such as existing power, connectivity, Tenants and operations. In addition, Global Switch also intends to develop new sites in new Tier 1 markets to better capture increased market demand. The proposed Hong Kong development is an example of its expansion into new Tier 1 market. Global Switch has six sites in development and is targeting an on-going delivery of more than 220MW of incremental power. Over the longer term, Global Switch intends to focus on new Asia Pacific Tier 1 markets and potential European Tier 1 markets, should they emerge. Global Switch adheres to what it believes are strict investment guidelines for all development projects to maximise portfolio value and mitigate development risks. No material financial commitments are made prior to obtaining planning permission, and construction only commences after securing significant Tenant pre-commitments, power and connectivity. Staged and sequenced construction minimises cash outlay prior to revenue generation and enables Global Switch to respond to Tenant demand quickly and with reduced investment spend. Global Switch will consider acquisitions of suitably engineered data centres where they fit in with its existing business model and portfolio profile. To date, Global Switch has not identified any existing data centres for purchase in strategic central locations in Tier 1 markets that meet Global Switch’s business model of offering large-scale data centres with high connectivity, low latency and network neutrality. Future potential acquisitions would need to complement Global Switch’s geographic expansion in strategic central locations in Tier 1 markets in Europe and Asia Pacific as well as extend its Tenant base.

Maintain conservative financial policies and investment grade ratings whilst maximising shareholder value Although Global Switch’s new development programme may require drawings under the recently upsized £375 million revolving credit facility, Global Switch will continue to actively manage its business under what it believes to be a disciplined financial strategy so as to maintain strong liquidity, a conservative capital structure and comfortable headroom under its investment grade ratings guidance. Global Switch has a record of strong financial performance, with revenue and EBITDA compound annual growth rates from financial year 2008 to financial year 2013 of 21% and 32%, respectively. Global Switch has a policy of diversifying its sources of debt finance and maintaining a balanced spread of debt maturities, with an average debt maturity of 5.5 years. Global Switch has been operating free cash flow positive (which Global Switch defines as EBITDA less capital expenditures) for the last five full financial years. Global Switch plans to maintain a self-funding business model with low recurring capital expenditure, giving it the flexibility to expand, whilst being able to service debt and meet proposed future dividend payments.

87 Under international accounting standards, it is necessary to provide a deferred tax liability in respect of increased property values, irrespective of the likelihood of the tax liability crystallising in the future. Accordingly, the unaudited condensed consolidated financial statements of the Issuer as at 30 September 2013 include a deferred tax liability on investment property of £748.9 million (30 September 2012: £774.6 million), which would only arise if the data centre properties were sold as individual assets. It is the view of the board of directors of the Issuer (the Board) that the likelihood of this occurring is remote, as it is not the objective of the business to realise value from the sale of individual property assets and the Board would consider taking appropriate steps to mitigate the crystallisation of tax charges should any such transactions be required. The Group’s net assets at 30 September 2013 would increase from £2,555.8 million to £3,304.7 million if this deferred tax liability was not included in the unaudited condensed consolidated financial statements of the Issuer as at 30 September 2013.

Services Overview Global Switch offers a range of primary letting solutions and ancillary offerings which allow it to maximise data centre revenues and cash flows. These include private data suites, shared data suites, racks and meet me rooms.

The key data centre infrastructure that Global Switch provides includes: • Power. Global Switch provides Tenants with flexible power densities with multiple layers of redundancy to meet their requirements and adopts a policy of passing through all electricity costs to its Tenants based upon consumption. • Cooling. Global Switch creates environments that maximise cooling efficiency and works with their Tenants to optimise equipment lay-out, balance critical airflows and deliver constant temperatures and humidity. • Security. Global Switch ensures high environmental security, through integrated electronic access control, CCTV surveillance and qualified on-site security. In addition, Global Switch provides its Tenants with advance warning communications regarding potential physical and electronic threats. • Monitoring and management of infrastructure and environment. Global Switch’s entire critical infrastructure is managed and monitored using highly sophisticated building management systems, which enable its on-site facilities management team to scrutinise all key components from power and cooling to security and access. These processes are there to identify any discrepancies in the power, cooling and environment or security performance of Global Switch’s data centres. This monitoring is backed up by 24 / 7 security and technical support teams.

Primary letting solutions (over 93% of revenue for financial year 2013) • Private data suites. Global Switch offers Tenants the opportunity to create a tailored data centre space to suit individual business requirements. Tenants of these suites are able to specify technical and environmental requirements and use their preferred service providers. Private data suites represent 72% of Global Switch’s overall lease space in square metres and typically occupy more than 250 square metres of space as of 30 September 2013. Standard lease terms for private data suites are ten years, fixed indexation and pricing based upon the amount of space taken and the credit quality of the Tenant. • Shared data suites. Shared data suites, or cages, offer the benefits of large-scale resilience for medium sized IT space requirements. These suites provide secure private areas for Tenants and offer flexibility in design and layout. These suites represent 21% of Global Switch’s overall lease space in square metres and typically occupy more than 100 square metres of space as of 30 September 2013. Standard lease terms for these suites are five years, fixed indexation and pricing at a premium to private data suites. • Colocation Racks. Global Switch provides secured racks within cages. Racks provide a resource for Tenants who need to maintain business-critical IT capabilities in a third-party location. Racks also enable Tenants to grow their IT systems with greater ease. Racks provide a highly flexible and cost-effective option for housing network and IT equipment. • Meet me rooms. Global Switch’s carrier-neutral status ensures that telecommunications carriers and ISPs are able to establish points of presence throughout Global Switch’s data centres. The diversely routed meet me rooms allow Tenants to connect directly to all telecommunications carriers and ISPs.

Ancillary offerings (less than 7% of revenue for financial year 2013) • Cross connects. Global Switch offers connection services to link Tenants to other Tenants, telecommunications carriers and Internet Service Providers.

88 • Other service offerings. Global Switch offers additional services including design and build expertise, office space, secured storage and a limited range of operational services, such as fibre cable installation and technical cleaning.

Competition Although Global Switch has no direct competitor offering carrier-neutral large-scale data centre services with an identical geographic footprint, Global Switch does compete with other data centre providers with similar businesses in Europe and Asia Pacific. Its main competitors in Europe are Digital Realty, e-shelter and Telehouse and in Asia Pacific are Digital Realty, iAdvantage and Telehouse.

Regulation Global Switch is subject to various laws, ordinances and regulations, which cover environmental matters such as energy use, telecommunications regulation, data protection and land use. Global Switch believes that each of its properties has the necessary permits and approvals to operate its businesses.

Insurance Global Switch maintains a number of key insurance policies that it believes are commercially appropriate to cover the risks associated with its business operations. Global Switch’s philosophy is to maintain comprehensive insurance protection with leading international insurance markets. Deductibles are generally kept at a low level and, therefore, the extent of self-insured retention is minimal.

All of Global Switch’s insurance policies are underwritten through “A” rated major European and international insurance companies (including RSA, AIG, ACE, Travelers, Chubb, Allianz and MSIG). Global Switch maintains an insurance portfolio that covers both physical assets and liability exposures. Global Switch’s principal insurance policies include property damage, business interruption, terrorism, general third party liability, employer’s liability, professional indemnity, machinery breakdown, crime, employment practices liability, personal accident and travel, crisis containment and directors and officers liability insurance. Quarterly updates are provided to the insurers to ensure that appropriate levels of cover remain in place across all policies. Insurances are placed on the basis of full re-instatement cover and these insurance valuations are carried out by CBRE Limited on an annual basis. The business interruption cover insures Global Switch for up to 36 months loss of rent at each location.

Risk management surveys are carried out on an annual basis and collaborative regular meetings are held with insurers to discuss the progress made in implementing any risk improvements which have been highlighted at these surveys, which is part of Global Switch’s overall risk management policy.

Legal Proceedings Global Switch is involved in litigation, administrative proceedings and investigations of various types in several different jurisdictions. While the liability, if any, with respect to all such matters cannot be determined at this time, it is Global Switch’s opinion that the outcome of any such matter, and all of them combined, will not have a material adverse effect on its consolidated results of operations or financial position.

Tenants Global Switch’s Tenants represent companies from a wide range of business segments including all five major data centre tenant types (i) telecommunication companies, (ii) system integrators, (iii) managed service providers and other hosting intermediaries, (iv) enterprises, including financial institutions and (v) public sector. Its Tenants are companies with leading global and national brands. As at 30 September 2013, Global Switch’s top 20 Tenants accounted for 68.5% of Global Switch’s contracted annualised rent with 78.5% of this rent relating to Tenants who are rated investment grade. While Global Switch’s largest Tenant represented 10.6% of annualised revenues as at 30 September 2013 it leased space in six of the company’s seven locations, with multiple leases and staggered lease maturities with the space principally used to provide services to its own customers.

Employees As of 2 October 2013, Global Switch employed 152 people worldwide. The employees include managers, support staff and employees in each of the subsidiary offices. Geographically, 127 of Global Switch’s employees

89 were based in country operations and 25 worked from Global Switch’s offices at Millbank Tower, 21-24 Millbank, London SW1P 4QP, United Kingdom as of 2 October 2013. In addition, Global Switch hires contractors in the regular course of its business. Global Switch believes that relations with its employees are good. Except for collective rights granted by local law, none of its employees are subject to collective bargaining agreements.

Data Centre Standards Overview A four tier classification system designed by the Uptime Institute provides a means for identifying different data centre site infrastructures, with Tier I being the most basic and Tier IV ranking the highest. Global Switch seeks to operate its data centres to Tier III or higher.

“Need” or “N” indicates the level of components required to satisfy a defined or designed (or operated) load. Additional plant is provided to allow for failure of components, or their removal from service for maintenance activities, within the critical system. It will be defined as N+ (the number of additional units added). Typically this will be N+1 or N+2. For system resilience duplicate critical systems need to be provided. This is often referred to as N+N.

The Uptime Institute’s tiered classification system is an industry standard approach to site infrastructure functionality addressing common benchmarking standard needs. The four tiers are: • Tier I: composed of a single path for power and cooling distribution, without redundant components (N), providing 99.671% availability. • Tier II: composed of a single path for power and cooling distribution, with redundant components (N+1), providing 99.741% availability.

• Tier III: composed of multiple active power and cooling distribution paths, but only one path active, has redundant components (N+1), and is defined as being concurrently maintainable, providing 99.982% availability. Tier III meets specificity requirements of most data centre tenants.

• Tier IV: composed of multiple active power and cooling distribution paths, has redundant components (2(N+1)), and is defined as being fault tolerant, providing 99.995% availability. Due to very high costs of building and operating Tier IV centres, they represent a small portion of data centre facilities.

Properties Portfolio As of 31 March 2013, Global Switch owned nine data centres as well as two sites under construction and four additional sites it plans to develop. The nine data centres are located in Europe and Asia Pacific and contain approximately 286,000 square metres of gross floor area with the two sites under construction adding to this number. The following table presents an overview of Global Switch’s portfolio, based on information as of 31 March 2013. Global Switch holds all of its properties as freehold properties except for Singapore, Amsterdam and Hong Kong, which, as required by local law, are held under long term leases, as the freeholds are held by local government. The Singapore and Amsterdam leases incorporate renewal rights in Global Switch’s favour while the Hong Kong lease has over 30 years to run before the region’s land leases are reviewed.

Gross Floor Area1 Location Country in Square Metres Ownership Value2 Amsterdam The Netherlands 38,723 Leasehold £450.45 million (50 year term expiring 2045)3 Frankfurt Germany 17,308 Freehold £142.79 million London North United Kingdom 23,420 Freehold £283.57 million London East United Kingdom 65,543 Freehold £959.99 million Madrid Spain 21,689 Freehold £164.00 million Paris East France 34,604 Freehold £245.75 million Paris West France 16,822 Freehold £226.13 million Singapore Singapore 26,743 Leasehold £495.45 million (Tai Seng) (30 year term expiring 2023)3 Sydney West Australia 41,575 Freehold £755.69 million Total Owned and Developed 286,427 £3,723.82 million

90 Gross Floor Area1 Location Country in Square Metres Ownership Value2 Amsterdam The Netherlands 25,400 Leasehold £8.44 million Extension (50 year term expiring 2045)3 Frankfurt North Germany 10,000 Freehold £5.74 million Hong Kong Hong Kong 45,000 Leasehold £7.30 million (35 year term expiring 2047) London South United Kingdom 29,000 Freehold £2.80 million Singapore Singapore 25,000 Leasehold £4.25 million Woodlands (30 year term expiring 2039)3 Sydney East Australia 26,000 Freehold £90.80 million Total Development 160,400 £119.33 million Total owned £3,843.15 million

1 Measured to the internal face of the external walls of all permanent structures on a site which have a solid slab, a roof, and are encompassed by at least three walls. 2 As valued by CBRE Limited as of 31 March 2013. CBRE Limited prepared the valuation report (the CBRE Valuation) for Global Switch’s properties as of 31 March 2013 at Global Switch’s request. The properties were valued by a valuer who is qualified for the purpose of the CBRE Valuation in accordance with The RICS Valuation—Professional Standards (2012) (the Red Book). CBRE Limited has no material interest in the Issuer and the fees earned for the CBRE Valuation were less than 5.0% of Global Switch’s total UK revenues during the year ended 31 March 2013. The information sourced from the CBRE Valuation for inclusion in this Base Prospectus has been accurately reproduced, and as far as the Issuer and each Guarantor is aware and is able to ascertain from information published by CBRE Limited in the CBRE Valuation, no facts have been omitted which would render the reproduced information inaccurate or misleading. CBRE Limited’s address is Henrietta House, Henrietta Place, London W1G 0NB. CBRE Limited has consented to the inclusion of the information sourced from the CBRE Valuation in this Base Prospectus in the form and context in which it has been used. 3 This long term lease grants statutory renewal rights to Global Switch.

Global Switch Structure Global Switch Holdings Limited owns 100% of the ordinary share capital of all of the subsidiaries (within the Global Switch structure chart below), except for Global Switch Verwaltungs GmbH in which it holds 94% of the ordinary share capital and Carrier Haus GmbH in which it holds 90% of the ordinary share capital. Each Global Switch local operating company contracts directly with its Tenants and suppliers.

Global Switch structure chart

Shareholder Group

Global Switch Holdings Limited

Intermediate Holding Companies

Germany Australia France Hong Kong Netherlands Spain Singapore UK Holding Holding Holding Holding Holding Holding Holding Holding Company Company Company Company Company Company Company Company

Germany Australia France Netherlands Spain Singapore UK Operating Operating Operating Operating Operating Operating Operating Companies Company Company Companies Company Company Companies

91 Incorporation, domicile and corporate office The Issuer was incorporated in the Territory of the British Virgin Islands (BVI) as a BVI business company on 7 March 2008, under the BVI Business Companies Act, 2004. The Issuer’s registration number is 1468469. The Issuer’s registered office is O’Neal Marketing Associates Building, 2nd Floor, Wickham’s Cay II, Road Town, Tortola, British Virgin Islands, and its telephone number is +1 284 494-4694. Its country of jurisdiction is the British Virgin Islands. The Issuer’s corporate office is located in London.

Management Board of Directors The directors of the Issuer as at the date of this Base Prospectus and their principal activities outside the Issuer were as follows:

Simon Reuben Simon Reuben is indirectly a principal shareholder of Aldersgate. He has more than 40 years of experience investing asset backed businesses with a significant real estate exposure. He is also involved in private equity and venture capital investments. Investments are predominantly based in the United Kingdom and Europe.

John Corcoran John Corcoran joined the Issuer as Executive Chairman and Chief Executive Officer in 2008 after having served as a consultant and key adviser to Global Switch since 2006. From 1997 until 2006, he served as Chief Financial Officer of Multiplex Group, a large Australian diversified property group. Multiplex Group first became an investor in Global Switch in 2004 and subsequently sold its interest to Aldersgate, the parent company of Global Switch, in 2006 and during this period John had responsibility for Multiplex’s investment in Global Switch. From 1983 until 1997, he served as an officer and director of Hambros Bank Limited in its corporate finance business in London, Hong Kong and Sydney. He received bachelor degrees in economics and laws from the University of Sydney. In 1983, he was admitted to the Supreme Court of New South Wales as a solicitor.

James Viciana James Viciana joined the board of the Issuer in 2012 and has been a director of certain Global Switch subsidiaries since 2006. He has considerable experience in complex engineering projects and business activities throughout the world, in particular in the mining and energy sectors, notably in copper in Chile, Chromium ore in Kazakhstan, coal and iron ore in the United States, as well as an extensive background in projects for ports, power production and steel mills. Since 2009 he has been the Chairman of Ventower Industries, a wind tower manufacturer. He is as a mechanical engineer and a long time member of the Society of Mining Engineers in the United States.

The business address of each of the directors is Place du Molard 9, CH—1204, Geneva, Switzerland.

As at the date of this Base Prospectus, none of the directors of the Issuer has any potential conflict of interest between their duties to the Issuer and their private interests or other duties.

Senior Management Global Switch’s senior management team has extensive data centre and property management expertise. The business address for each member of the senior management team is Millbank Tower, 21-24 Millbank, London SW1P 4QP, United Kingdom, except for John Corcoran, whose business address is Place du Molard 9, CH—1204, Geneva, Switzerland. As at the date of this Base Prospectus, to the best of the Issuer’s knowledge, none of the senior management of the Issuer has any conflict of interest between their duties to the Issuer and their other principal activities listed below. As at the date of this Base Prospectus, the team comprised:

John Corcoran, Chief Executive Officer See Board of Directors. Richard Haywood, Group Finance Director Richard Haywood joined Global Switch in 2013 as Group Finance Director. From May 2003 to January 2013, he worked for Level 3 Communications, latterly as Senior Vice President (Finance) of EMEA. Prior to Level 3 Communications he served at British Telecommunications, a major carrier network, across various units in Chief Financial Officer roles. Richard received a Bachelor of Arts degree with Honors from The Open University and gained Fellowship status as FCCA in 1987.

92 Derek Allen, Group Operations Director Derek Allen joined Global Switch in 2012 as Group Operations Director. From 2008 to 2012, he worked at Cable & Wireless Worldwide, a multinational telecommunications services company in various roles last of which he was Head of Data Centre Development. From 2003 to 2008, he held three Director roles, culminating in the role of Director of Datacentre Strategy at UBS, prior to which he was Director of Datacentre Capacity and initially Director of Director Datacentres’ Europe. From 2000 to 2002, Derek served as Director of Data Centre Services for City Reach International. Prior to these roles Derek worked for 22 years at British Telecom, most significantly as the Data Centre Services Manager. Derek achieved a Bachelor of Engineering from London South Bank University and a diploma in management from the University of East London.

Scott Harrod, Groups Projects Director Scott Harrod joined Global Switch in 2013 as Group Projects Director. From December 2012 to September 2013, he served as General Manager Project Solutions Asia for Emerson Network Power, a diversified global manufacturing and technology company. Prior to this he served as Head of Construction Asia Pacific for Digital Realty Trust, a major international data centre provider. From 1997 to 2000, Scott served as founding director for CFM Group Pty Ltd, and from 2006 to 2010 Scott co-founded and owned Global DC, both of which companies specialised in the development/construction management businesses that conceptualised, business planned and delivered data centre projects for major corporates and international telecommunications and IT companies across Asia Pacific. From 1999 to 2001, Scott served as Director for Strategy Asia Pacific at Nortel Networks.

Richard Wellbrook, Group Commercial Director Richard Wellbrook joined Global Switch in 2006 as Commercial Manager and became Group Commercial Director in 2009, prior to this he spent five years employed as a Valuer with Jordan & Associates and Tiller Sellers Valuations, who are involved with the valuation of commercial, residential and rural property. Richard has acquired 13 years’ experience gained across both private and public sectors and multi-national jurisdictions. In particular he has seven years’ experience in the data centre industry and a further six years gained in other real estate classes. Richard is a commercial property professional with specialist valuation expertise. He has a Bachelor of Applied Science (Rural Valuation & Management) and a Graduate Diploma in Business Studies (Urban Valuation) from Massey University.

Ali Ballantine, Group Marketing & Communications Director Ali Ballantine joined Global Switch as Group Marketing & Communications Director in 2010 having worked with the company immediately prior on its corporate identity and brand positioning. Ali has 24 years marketing and communications experience, 20 of which have been directly in the real estate sector. From 2005 to 2008, Ali was Marketing Director for Allsop LLP, prior to which she held various roles with Nelson Bakewell Limited, Richards Butler (now ReedSmith), Swiss Bank International Corp, and Goldman Sachs. Ali is a member of the Chartered Institute of Marketing.

Shareholders In 2004, Aldersgate, which is wholly-owned by Landal Worldwide Corp, which in turn is wholly-owned by the Reuben family, acquired an indirect interest in the Issuer through its investment in, and subsequent purchase of, Chelsfield plc. Aldersgate subsequently acquired the remaining stake to control 100% of the Issuer in May 2007 with a view to implementing plans to maximise portfolio return. The Issuer does not have any shareholder agreements or limits to shareholder control over the Issuer. Aldersgate undertakes treasury management services on behalf of the Group. Funds held and managed by Aldersgate on behalf of the Group fluctuate over time and are available to the Group on demand. As at 31 March 2013 there was an amount due to Aldersgate of £0.6 million in relation to this arrangement. In addition the Group has entered into a number of forward exchange contracts with Aldersgate and as at 31 March 2013 the Group owed £12.9 million in relation to these transactions. The Group has amounts due under its trade and other receivables from Motcomb Estates Limited of £5.3 million. Motcomb Estates Limited is considered to be a related party due to one of its directors being a director of a number of subsidiaries of the Group and the balance as at 31 March 2013 arose from transaction in the ordinary course of business.

Use of Proceeds Relating to the First Tranche The net proceeds for the issue of the first tranche of Notes to be issued under the Programme will be used to pay an exceptional dividend to the Issuer’s shareholder, Aldersgate.

93 DESCRIPTION OF THE ORIGINAL GUARANTORS

Organisational Structure Each of the Original Guarantors is (directly or indirectly) a wholly-owned or controlled subsidiary of the Issuer. Global Switch Estates 1 Limited and Global Switch Estates 2 Limited are direct wholly-owned subsidiaries of Global Switch Limited, which is itself a direct wholly-owned subsidiary of the Issuer. Global Switch Coöperatief U.A. is an indirect wholly-owned subsidiary of Brookset 20 Limited, which is itself a direct wholly-owned subsidiary of the Issuer. Global Switch Singapore Holdings Pte Limited, Global Switch PropertyHolding B.V. and Global Switch Australia Holdings Pty Limited are direct wholly-owned subsidiaries of ICT Centre Holding B.V., which is itself a direct wholly-owned subsidiary of Global Switch Coöperatief U.A. ICT Centre France B.V. is a wholly-owned subsidiary jointly of ICT Centre Holding B.V. and another direct wholly-owned subsidiary of ICT Centre Holding B.V. Global Switch (Property) Singapore Pte Ltd is a direct wholly-owned subsidiary of Global Switch Singapore Holdings Pte Limited. Global Switch Amsterdam B.V. and Global Switch Amsterdam Property B.V. are direct wholly-owned subsidiaries of Global Switch PropertyHolding B.V. Global Switch Australia Pty Limited and Global Switch Property Pty Limited are direct wholly-owned subsidiaries of Global Switch Australia Holdings Pty Ltd. Global Switch Property (Australia) Pty Limited is a direct wholly- owned subsidiary of Global Switch Australia Pty Limited. Global Switch (Paris) SAS is a direct wholly-owned subsidiary of Global Switch (France) Holding SAS, which is itself a direct wholly-owned subsidiary of ICT Centre France B.V. The business activities for Global Switch, including each of the Original Guarantors, are described in “Description of the Issuer”.

For the six months ended 30 September 2013 and the years ended 31 March 2013 and 31 March 2012, the Issuer represented 0%, 0% and -1% respectively of Global Switch’s EBITDA and 42%, 43% and 50% respectively of Global Switch’s net assets. For the six months ended 30 September 2013 and the years ended 31 March 2013 and 31 March 2012, the subsidiaries of the Issuer which are not Original Guarantors (the Non-Guarantors) represented 10%, 11% and 12% respectively of Global Switch’s EBITDA and -2%, -1% and -10% respectively of Global Switch’s net assets. The unaudited consolidated financial statements of the Issuer as at and for the six month period ended 30 September 2013 and the audited consolidated financial statements of the Issuer for the two financial years ended 31 March 2013 (each set out elsewhere in this Base Prospectus) contain financial information in relation to the Issuer, the Original Guarantors and the Non-Guarantors.

Brookset 20 Limited Brookset 20 Limited was incorporated and registered in British Virgin Islands on 26 March 2008 with registered number 1471864 under the laws of British Virgin Islands. Brookset 20 Limited is a holding company, which holds the majority of the inter Group transactions and inter Group loans which eliminate on consolidation. The registered office of Brookset 20 Limited is O’Neal Marketing Associates Building, 2nd Floor, Wickham’s Cay II, Road Town, Tortola, BVI and its telephone number is +1 284 494-4694.

Directors As at the date of this Base Prospectus, the directors of Brookset 20 Limited, whose business address is O’Neal Marketing Associates Building, 2nd Floor, Wickham’s Cay II, Road Town, Tortola, BVI, are:

Name Title and principal activities outside Global Switch (if any) Alexander Bushaev Director of Brookset 20 Limited and also a number of Aldersgate companies David McNeil Director of Brookset 20 Limited and also a number of Aldersgate companies Simon Reuben Director of Brookset 20 Limited

There are no potential conflicts of interest between any of the directors’ duties to Brookset 20 Limited and their private interests or other duties.

Global Switch Coöperatief U.A. Global Switch Coöperatief U.A. was incorporated and registered in the Netherlands on 13 November 2009 in the handelsregister of Amsterdam, the Netherlands with registered number 34365182 under the laws of Amsterdam, the Netherlands. Global Switch Coöperatief U.A. is an intermediate holding company. The registered office of Global Switch Coöperatief U.A. is Huizingalaan 759, 1066 VH Amsterdam, the Netherlands and its telephone number is +31 20 6666 300.

94 Director As at the date of this Base Prospectus, the director of Global Switch Coöperatief U.A., whose business address is Huizingalaan 759, 1066 VH Amsterdam, the Netherlands, is:

Name Title and principal activities outside Global Switch (if any) Bert Ronduite Director

There are no potential conflicts of interest between the director’s duties to Global Switch Coöperatief U.A. and his private interests or other duties.

ICT Centre Holding B.V. ICT Centre Holding B.V. was incorporated and registered in the Netherlands on 18 December 1981 in the handelsregister of Amsterdam, the Netherlands with registered number 33212509 under the laws of Amsterdam, the Netherlands. ICT Centre Holding B.V. is an intermediate holding company. The registered office of ICT Centre Holding B.V. is Huizingalaan 759, 1066 VH Amsterdam, the Netherlands and its telephone number is +31 20 6666 300.

Director As at the date of this Base Prospectus, the director of ICT Centre Holding B.V., whose business address is Huizingalaan 759, 1066 VH Amsterdam, the Netherlands, is:

Name Title and principal activities outside Global Switch (if any) Bert Ronduite Director

There are no potential conflicts of interest between the director’s duties to ICT Centre Holding B.V. and his private interests or other duties.

ICT Centre France B.V. ICT Centre France B.V. was incorporated and registered in the Netherlands on 30 June 1985 in the handelsregister of Amsterdam, the Netherlands with registered number 27152864 under the laws of Amsterdam, the Netherlands. ICT Centre France B.V. is an intermediate holding company. The registered office of ICT Centre France B.V. is Huizingalaan 759, 1066 VH Amsterdam, the Netherlands and its telephone number is +31 20 6666 300.

Director As at the date of this Base Prospectus, the director of ICT Centre France B.V., whose business address is Huizingalaan 759, 1066 VH Amsterdam, the Netherlands, is:

Name Title and principal activities outside Global Switch (if any) Bert Ronduite Director

There are no potential conflicts of interest between the director’s duties to ICT Centre France B.V. and his private interests or other duties.

Global Switch PropertyHolding B.V. Global Switch PropertyHolding B.V. was incorporated and registered in the Netherlands on 6 December 1984 in the handelsregister of Amsterdam, the Netherlands with registered number 33211113 under the laws of Amsterdam, the Netherlands. Global Switch PropertyHolding B.V. is the holding company for activities in the Netherlands. The registered office of Global Switch PropertyHolding B.V. is Johan Huizingalaan 759, 1066 VH Amsterdam, the Netherlands and its telephone number is +31 20 6666 300.

Director and Executive Officer As at the date of this Base Prospectus, the director and managing director of Global Switch PropertyHolding B.V., whose business address is Huizingalaan 759, 1066 VH Amsterdam, the Netherlands, is:

Name Title and principal activities outside Global Switch (if any) Johan Groeneweg Director and Managing Director

95 There are no potential conflicts of interest between Mr. Groeneweg’s duties to Global Switch PropertyHolding B.V. and his private interests or other duties.

Global Switch Amsterdam B.V. Global Switch Amsterdam B.V. was incorporated and registered in the Netherlands on 16 November 1999 in the handelsregister of Amsterdam, the Netherlands with registered number 27184200 under the laws of Amsterdam, the Netherlands. Global Switch Amsterdam B.V. owns and operates a data centre in Amsterdam and employs local site employees.

The registered office of Global Switch Amsterdam B.V. is Huizingalaan 759, 1066 VH Amsterdam, the Netherlands and its telephone number is +31 20 6666 300.

Director and Executive Officer As at the date of this Base Prospectus, the director and managing director of Global Switch Amsterdam B.V., whose business address is Huizingalaan 759, 1066 VH Amsterdam, the Netherlands, is:

Name Title and principal activities outside Global Switch (if any) Johan Groeneweg Director and Managing Director

There are no potential conflicts of interest between Mr. Groeneweg’s duties to Global Switch Amsterdam B.V. and his private interests or other duties.

Global Switch Amsterdam Property B.V. Global Switch Amsterdam Property B.V. was incorporated and registered in the Netherlands on 1 December 1999 in the handelsregister of Amsterdam, the Netherlands with registered number 27184529 under the laws of Amsterdam, the Netherlands. Global Switch Amsterdam Property B.V. has entered into a ground lease with the city of Amsterdam for the data centre in Amsterdam. The registered office of Global Switch Amsterdam Property B.V. is Huizingalaan 759, 1066 VH Amsterdam, the Netherlands and its telephone number is +31 20 6666 300.

Director and Executive Officer As at the date of this Base Prospectus, the director and managing director of Global Switch Amsterdam Property B.V., whose business address is Huizingalaan 759, 1066 VH Amsterdam, the Netherlands, is:

Name Title and principal activities outside Global Switch (if any) Johan Groeneweg Director and Managing Director

There are no potential conflicts of interest between Mr. Groeneweg’s duties to Global Switch Amsterdam Property B.V. and his private interests or other duties.

Global Switch Australia Holdings Pty Limited Global Switch Australia Holdings Pty Limited was incorporated and registered in Australia on 9 July 2009 with registered number 1380200049 under the laws of New South Wales, Australia. Global Switch Australia Holdings Pty Limited is the a holding company for operations in Australia. The registered office of Global Switch Australia Holdings Pty Limited is 400 Harris Street, Ultimo, Sydney, NSW 2007, Australia and its telephone number is + 61 2 9566 7000.

Director As at the date of this Base Prospectus, the director of Global Switch Australia Holdings Pty Limited, whose business address is 400 Harris Street, Ultimo, Sydney, NSW 2007, Australia, is:

Name Title and principal activities outside Global Switch (if any) John Corcoran Director Damon Reid Director and Managing Director

There are no potential conflicts of interest between the directors’ duties to Global Switch Australia Holdings Pty Limited and their private interests or other duties.

96 Global Switch Property (Australia) Pty Limited Global Switch Property (Australia) Pty Limited was incorporated and registered in Australia on 7 August 2000 with registered number 094 051 779 under the laws of New South Wales, Australia. Global Switch Property (Australia) Pty Limited owns and operates a data centre in Sydney and employs local site employees. Global Switch Property (Australia) Pty Limited owns 50% of the freehold of the Sydney West data centre and 100% of the freehold of the Sydney East data centre. The registered office of Global Switch Property (Australia) Pty Limited is 400 Harris Street, Ultimo, Sydney, NSW 2007, Australia and its telephone number is + 61 2 9566 7000.

Directors and Executive Officer As at the date of this Base Prospectus, the directors and managing director of Global Switch Property (Australia) Pty Limited, whose business address is 400 Harris Street, Ultimo, Sydney, NSW 2007, Australia are: Name Title and principal activities outside Global Switch (if any) John Corcoran Director Alexander Bushaev Director of Global Switch Property (Australia) Pty Limited and also a number of Aldersgate companies Peter Turvey Director A Kostenbaum Director of Global Switch Property (Australia) Pty Limited and also a number of Aldersgate companies Damon Reid Director and Managing Director There are no potential conflicts of interest between any of the directors’ and managing director’s duties to Global Switch Property (Australia) Pty Limited and their private interests or other duties.

Global Switch Australia Pty Limited Global Switch Australia Pty Limited was incorporated and registered in Australia on 31 August 2000 with registered number 094338333 under the laws of New South Wales, Australia. Global Switch Australia Pty Limited owns 50% of the freehold of the Sydney West data centre. The registered office of Global Switch Australia Pty Limited is 400 Harris Street, Ultimo, Sydney, NSW 2007, Australia and its telephone number is + 61 2 9566 7000.

Directors and Executive Officer As at the date of this Base Prospectus, the directors and managing director of Global Switch Australia Pty Limited, whose business address is 400 Harris Street, Ultimo, Sydney, NSW 2007, Australia, are: Name Title and principal activities outside Global Switch (if any) John Corcoran Director Alexander Bushaev Director of Global Switch Property (Australia) Pty Limited and also a number of Aldersgate companies Peter Turvey Director G Winberg Director and provides company secretarial services to a number of companies outside Global Switch A Kostenbaum Director of Global Switch Property (Australia) Pty Limited and also a number of Aldersgate companies Damon Reid Director and Managing Director There are no potential conflicts of interest between any of the directors’ and managing director’s duties to Global Switch Australia Pty Limited and their private interests or other duties.

Global Switch Property Pty Limited Global Switch Property Pty Limited was incorporated and registered in Australia on 21 July 2009 with registered number 138 401 957 under the laws of New South Wales, Australia. Global Switch Property Pty Limited is a non trading subsidiary of Global Switch Property (Australia) Pty Limited. The registered office of Global Switch Property Pty Limited is 400 Harris Street, Ultimo, Sydney, NSW 2007, Australia and its telephone number is +61 2 9566 7000.

97 Director As at the date of this Base Prospectus, the directors of Global Switch Property Pty Limited, whose business address is 400 Harris Street, Ultimo, Sydney, NSW 2007, Australia, is:

Name Title and principal activities outside Global Switch (if any) John Corcoran Director Damon Reid Director and Managing Director

There are no potential conflicts of interest between the directors’ duties to Global Switch Property Pty Limited and their private interests or other duties.

Global Switch Singapore Holdings Pte Limited Global Switch Singapore Holdings Pte Limited was incorporated and registered in Singapore on 17 July 2009 with registered number 200912972D under the laws of Singapore. Global Switch Singapore Holdings Pte Limited is the holding company for operations is Singapore. The registered office of Global Switch Singapore Holdings Pte Limited is 1 Marina Boulevard #28-00, One Marina Boulevard, Singapore 018989 and its telephone number is +65 6858 5008.

Director As at the date of this Base Prospectus, the directors of Global Switch Singapore Holdings Pte Limited, whose business address is 2 Tai Seng Avenue, Singapore, 534 408, is:

Name Title and principal activities outside Global Switch (if any) John Corcoran Director Peter Turvey Director and Managing Director

There are no potential conflicts of interest between the directors’ duties to Global Switch Singapore Holdings Pte Limited and their private interests or other duties.

Global Switch (Property) Singapore Pte Limited Global Switch (Property) Singapore Pte Limited was incorporated and registered in Singapore on 12 February 2000 with registered number 200001154R under the laws of Singapore. Global Switch (Property) Singapore Pte Limited owns and operates a data centre in Singapore and employs local site employees. The registered office of Global Switch (Property) Singapore Pte Limited is 2 Tai Seng Avenue, Singapore, 534 408 and its telephone number is +65 6858 5008.

Directors As at the date of this Base Prospectus, the directors of Global Switch (Property) Singapore Pte Limited, whose business address is 2 Tai Seng Avenue, Singapore, 534 408, are:

Name Title and principal activities outside Global Switch (if any) John Corcoran Director Peter Turvey Director and Managing Director Alexander Bushaev Director of Global Switch (Property) Singapore Pte Limited and also a number of Aldersgate companies

There are no potential conflicts of interest between any of the directors’ duties to Global Switch (Property) Singapore Pte Limited and their private interests or other duties.

Global Switch (France) Holding SAS Global Switch (France) Holding SAS was incorporated and registered in France on 29 January 2010 in the Trade and Company Register of Nanterre, France with registered number R.C.S. Nanterre 519 870 406 under the laws

98 of France. Global Switch (France) Holding SAS is the holding company for operations is France. The registered office of Global Switch (France) Holding SAS is 7-9 Rue Petit, 92110 Clichy, France and its telephone number is +33 14 55 90 04 60.

Director As at the date of this Base Prospectus, the director of Global Switch (France) Holding SAS, whose business address is 7-9 Rue Petit, 92110 Clichy, France, is:

Name Title and principal activities outside Global Switch (if any) Patrick O’Driscoll Director of Global Switch (France) Holding SAS and also a number of Aldersgate UK companies

There are no potential conflicts of interest between the director’s duties to Global Switch (France) Holding SAS and his private interests or other duties.

Global Switch (Paris) SAS Global Switch (Paris) SAS was incorporated and registered in France on 28 May 2002 in the Trade and Company Register of Nanterre, France with registered number R.C.S. Nanterre 424 224 897 under the laws of France. Global Switch (Paris) SAS owns and operates data centres in France and employs local site employees. The registered office of Global Switch (Paris) SAS is 7-9 Rue Petit, 92110 Clichy, France and its telephone number is +331455900460.

Director As at the date of this Base Prospectus, the director of Global Switch (Paris) SAS, whose business address is 7-9 Rue Petit, 92110 Clichy, France, is:

Name Title and principal activities outside Global Switch (if any) Patrick O’Driscoll Director of Global Switch (Paris) SAS and also a number of Aldersgate UK companies

There are no potential conflicts of interest between the director’s duties to Global Switch (Paris) SAS and his private interests or other duties.

Global Switch Limited Global Switch Limited was incorporated and registered in England and Wales on 4 May 2007 in the Register of Companies of England and Wales with registered number 06238341 under the laws of England and Wales. Global Switch Limited acts as an administration company and employs non-site specific employees. The registered office of Global Switch Limited is 4th Floor Millbank Tower, 21-24 Millbank Tower, London, United Kingdom, SW1P 4QP and its telephone number is +44 20 7802 5150.

Directors As at the date of this Base Prospectus, the directors of Global Switch Limited, whose business address is 4th Floor Millbank Tower, 21-24 Millbank Tower, London, United Kingdom, SW1P 4QP, are:

Name Title and principal activities outside Global Switch (if any) Patrick O’Driscoll Director of Global Switch Limited and also a number of Aldersgate UK companies Michael Howard Director William Collins Director of Global Switch Limited and also a number of Aldersgate UK Companies

There are no potential conflicts of interest between any of the directors’ duties to Global Switch Limited and their private interests or other duties.

99 Global Switch Estates 1 Limited Global Switch Estates 1 Limited was incorporated and registered in England and Wales on 10 April 2003 in the Register of Companies of England and Wales with registered number 4729732 under the laws of England and Wales. Global Switch Estates 1 Limited owns and operates a data centre in London and employs local site employees. The registered office of Global Switch Estates 1 Limited is 4th Floor Millbank Tower, 21-24 Millbank Tower, London, United Kingdom, SW1P 4QP and its telephone number is +44 20 7473 9000.

Directors and Executive Officer As at the date of this Base Prospectus, the directors and managing director of Global Switch Estates 1 Limited, whose business address is East India Dock House, 240 East India Dock Road, London E14 9YY, United Kingdom, are:

Name Title and principal activities outside Global Switch (if any) Patrick O’Driscoll Director of Global Switch Estates 1 Limited and also a number of Aldersgate UK companies Andrew Pike Director and Managing Director

There are no potential conflicts of interest between any of the directors’ and managing director’s duties to Global Switch Estates 1 Limited and their private interests or other duties.

Global Switch Estates 2 Limited Global Switch Estates 2 Limited was incorporated and registered in England and Wales on 10 April 2003 in the Register of Companies of England and Wales with registered number 4729738 under the laws of England and Wales. Global Switch Estates 2 Limited owns and operates a data centre in London and employs local site employees. The registered office of Global Switch Estates 2 Limited is 4th Floor Millbank Tower, 21-24 Millbank Tower, London, United Kingdom, SW1P 4QP and its telephone number is +44 20 7473 9000.

Directors and Executive Officer As at the date of this Base Prospectus, the directors and managing director of Global Switch Estates 2 Limited, whose business address is Global Switch House, 3 Nutmeg Lane, London, United Kingdom, E14 2AX, are:

Name Title and principal activities outside Global Switch (if any) Patrick O’Driscoll Director of Global Switch Estates 2 Limited and also a number of Aldersgate UK companies Andrew Pike Director and Managing Director

There are no potential conflicts of interest between any of the directors’ and managing director’s duties to Global Switch Estates 2 Limited and their private interests or other duties.

100 DESCRIPTION OF THE NOTES GUARANTEE

Introduction The payment of the principal (including any purchase moneys due under Condition 6.3 and premium due under Condition 6.4 (if any)) and interest (if any) due in respect of the Notes and all other moneys payable by the Issuer under or pursuant to the Trust Deed has been jointly and severally unconditionally and irrevocably (subject to the provisions of Condition 2.3 and subject to the limitations applicable under the laws of the respective jurisdictions of incorporation of the Guarantors set forth in the Trust Deed as further set out below) guaranteed by each of the Guarantors in the Trust Deed.

Pursuant to the Trust Deed, the Notes Guarantees constitute direct, (subject as set out below) unconditional, unsubordinated and unsecured obligations of each Guarantor and rank pari passu with all other outstanding unsecured and unsubordinated obligations of such Guarantor, present and future, but, in the event of insolvency, only to the extent permitted by applicable laws relating to creditors’ rights as further set out below.

Provisions substantially in the following form in relation to the limitations in respect of the Guarantors are included in the Trust Deed. In the event that an additional guarantor is added to the relevant Series of Notes pursuant to Condition 3.4, any applicable limitations will be set out in the supplemental Trust Deed applicable to such additional Guarantor.

Limitations—French Guarantors In respect of the obligations under clause 7.15 of the Trust Deed, the obligations and liabilities of each of Global Switch (France) Holding SAS and Global Switch (Paris) SAS as Guarantors (the French Guarantors) shall not include any obligation or liability which if incurred would constitute: (i) prohibited financial assistance within the meaning of article L.225-216 of the French Code de commerce and/or (ii) a misuse of corporate assets within the meaning of article L.242-6 and L.244-1 of the French Code de commerce or any other law or regulations having the same effect, as interpreted by French courts and/or (iii) an amount that either French Guarantor cannot pay without exceeding its financial capacity or otherwise resulting in the insolvency of either French Guarantor as of the date the Notes Guarantee is granted, or if later further amended, restated or reaffirmed, as of such later date. In addition, the obligations and liabilities of either French Guarantor under the Notes Guarantee will be limited, at any time, to an amount equal to the aggregate of all amounts made available under the Notes or under any indebtedness refinanced by the Notes, to the Issuer to the extent directly or indirectly on-lent to the French Guarantor under intercompany loan arrangements and outstanding on the date the French Guarantors’ Notes Guarantee is called; it being specified that any payment made by the French Guarantors in respect of the obligations of the Issuer shall reduce pro tanto the outstanding amount of the intra-group loans due by the French Guarantors under the intragroup loan referred to above.

101 TAXATION

British Virgin Islands The following is a general description of certain British Virgin Islands tax considerations relating to the Notes. It does not purport to be a complete analysis of all tax considerations relating to the Notes. Prospective Noteholders should consult their tax advisers as to the consequences under the tax laws of the country of which they are resident for tax purposes and the tax laws of the British Virgin Islands of acquiring, holding and disposing of Notes and receiving payments of interest, principal and/or other amounts under the Notes. This summary is based upon the law as in effect on the date of this Base Prospectus and is subject to any change in law that may take effect after such date.

As the Issuer is registered under the BVI Business Companies Act, 2004, payment of principal and interest in respect of the Notes will not be subject to taxation in the British Virgin Islands and no withholding tax will be required to be deducted by the Issuer on such payments made to a Noteholder provided such Noteholder is not an individual resident in an EU Member State. Furthermore, so long as payments are made by a paying agent that is situated in an EU Member State, Harney Westwood & Riegels, British Virgin Islands counsel to the Issuer, further consider that no British Virgin Islands withholding or deduction for or on account of British Virgin Islands taxation will be required in respect of a payment in respect of the Notes even if to an EU resident individual.

The British Virgin Islands is not a member of the European Union and not within the European Union fiscal territory, but the Government of the United Kingdom had requested the Government of the British Virgin Islands voluntarily to apply the provisions of the EU Savings Tax Directive (see further “- EU Savings Directive” below for a description of that Directive). The Mutual Legal Assistance (Tax Matters) (Amendment) Act (the Act), which came into force on 1 July 2005, introduced a withholding tax system in respect of payments of interest, or other similar income, made to an individual beneficial owner resident in an EU Member State by a paying agent situated in the British Virgin Islands. The withholding tax system applies for a transitional period prior to the implementation of a system of automatic communication to EU Member States of information regarding such payments. During this transitional period, such an individual beneficial owner resident in an EU Member State is entitled to request a paying agent not to withhold tax from such payments but instead to apply a system by which the details of such payments are communicated to the tax authorities of the EU Member State in which the beneficial owner is resident.

In addition, the Notes will not be liable to any stamp duty in the British Virgin Islands. Gains derived from the sale or exchange of Notes by persons who are not otherwise liable to British Virgin Islands income tax will not be subject to British Virgin Islands income tax. The British Virgin Islands currently has no relevant capital gains tax, estate duty, inheritance tax or gift tax.

Holders of Notes who are not resident in the British Virgin Islands, and who do not engage in trade or business through a permanent establishment in the British Virgin Islands, will not be subject to British Virgin Islands taxes or duties on gains realised on the sale or redemption of such Notes. No holder of a Note will be deemed to be resident or domiciled in the British Virgin Islands simply by virtue of holding a Note.

UK Taxation The following applies only to persons who are the beneficial owners of Notes and is a summary of the Issuer’s understanding of current United Kingdom law and published HM Revenue and Customs practice relating only to United Kingdom withholding tax treatment of payments of principal and interest in respect of Notes. It does not deal with any other United Kingdom taxation implications of acquiring, holding or disposing of Notes. The United Kingdom tax treatment of prospective Noteholders depends on their individual circumstances and may be subject to change in the future. Prospective Noteholders who may be subject to tax in a jurisdiction other than the United Kingdom or who may be unsure as to their tax position should seek their own professional advice.

Interest on the Notes Payments of interest on the Notes by the Issuer Payments of interest on the Notes by the Issuer may be made without withholding on account of United Kingdom income tax provided that the interest on the Notes does not constitute United Kingdom source income for tax purposes.

102 Even if payments of interest on the Notes do constitute United Kingdom source income for tax purposes, payments of interest on the Notes may be made without deduction of or withholding on account of United Kingdom income tax provided that the Notes continue to be listed on a “recognised stock exchange” within the meaning of section 1005 of the Income Tax Act 2007. The Irish Stock Exchange is a recognised stock exchange. The Notes will satisfy this requirement if they are officially listed in Ireland in accordance with provisions corresponding to those generally applicable in EEA states and are admitted to trading on the Irish Stock Exchange. Provided, therefore, that the Notes remain so listed, interest on the Notes will be payable without withholding or deduction on account of United Kingdom tax.

Interest on the Notes may also be paid without withholding or deduction on account of United Kingdom tax where interest on the Notes is paid by a company and, at the time the payment is made, the Issuer reasonably believes (and any person by or through whom interest on the Notes is paid reasonably believes) that the beneficial owner is within the charge to United Kingdom corporation tax as regards the payment of interest; provided that HM Revenue and Customs (HMRC) has not given a direction (in circumstances where it has reasonable grounds to believe that the above exemption is not available in respect of such payment of interest at the time the payment is made) that the interest should be paid under deduction of tax.

Interest on the Notes may also be paid without withholding or deduction on account of United Kingdom tax where the maturity of the Notes is less than 365 days and those Notes do not form part of a scheme or arrangement of borrowing intended to be capable of remaining outstanding for more than 364 days.

In other cases, if payments of interest do constitute United Kingdom source income for tax purposes, an amount must generally be withheld from payments of interest on the Notes on account of United Kingdom income tax at the basic rate (currently 20%). However, where an applicable double tax treaty provides for a lower rate of withholding tax (or for no tax to be withheld) in relation to a Noteholder, HMRC can issue a notice to the Issuer to pay interest to the Noteholder without deduction of tax (or for interest to be paid with tax deducted at the rate provided for in the relevant double tax treaty).

HMRC has powers, in certain circumstances, to obtain information about: payments derived from securities (whether income or capital); certain payments of interest (including the amount payable on the redemption of a deeply discounted security); and securities transactions.

The persons from whom HMRC can obtain information include: a person who receives (or is entitled to receive) a payment derived from securities; a person who makes such a payment (received from, or paid on behalf of another person); a person by or through whom interest is paid or credited; a person who effects or is a party to securities transactions (which includes an issue of securities) on behalf of others; registrars or administrators in respect of securities transactions; and each registered or inscribed holder of securities.

The information HMRC can obtain includes: details of the beneficial owner of securities; details of the person for whom the securities are held, or the person to whom the payment is to be made (and, if more than one, their respective interests); information and documents relating to securities transactions; and, in relation to interest paid or credited on money received or retained in the United Kingdom, the identity of the security under which interest is paid. HMRC is generally not able to obtain information (under its power relating solely to interest) about a payment of interest to (or a receipt for) a person that is not an individual. This limitation does not apply to HMRC’s power to obtain information about payments derived from securities.

HMRC has indicated that it will not use its information-gathering power on interest to obtain information about amounts payable on the redemption of deeply discounted securities which are paid before 6 April 2014.

In certain circumstances the information which HMRC has obtained using these powers may be exchanged with tax authorities in other jurisdictions.

EU Savings Directive Under EC Council Directive 2003/48/EC on the taxation of savings income, Member States are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State or to certain limited types of entities established in that other Member State. However, for a transitional period, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories including Switzerland have adopted similar measures (a withholding system in the case of Switzerland).

103 In April 2013, the Luxembourg Government announced its intention to abolish the withholding system with effect from 1 January 2015, in favour of automatic information exchange under the Directive.

The European Commission has proposed certain amendments to the Directive, which may, if implemented amend or broaden the scope of the requirements described above.

British Virgin Islands Tax Considerations in respect of the Notes Guarantee If the Issuer fails to pay principal or interest on the Notes, Brookset 20 Limited (the BVI Guarantor) may be required to make payments to the holders of Notes under the Notes Guarantee. As the BVI Guarantor is registered under the BVI Business Companies Act, 2004, the same considerations apply as are described in the general description of British Virgin Islands taxation above, and no withholding tax will be required to be deducted by the BVI Guarantor on payments made to a Noteholder provided such Noteholder is not an individual resident in an EU Member State.

Australian Tax Considerations in respect of the Notes Guarantee The following discussion of the Australian withholding tax treatment under the Income Tax Assessment Act 1936 (Cth) (the 1936 Act) and the Income Tax Assessment Act 1997 (Cth) (the 1997 Act) at the date of this Base Prospectus of payments of interest (as defined in the 1936 Act) on the Notes is not exhaustive, is limited Base to withholding tax only and, in particular, does not deal with the Australian tax treatment of the holder of Notes. Prospective holders of Notes should consult their professional advisers on the Australian tax implications of an investment in the Notes for their particular circumstances.

A Interest Withholding Tax 1. Payments of interest on the Notes by the Issuer It is assumed that the Issuer is not a resident of Australia and does not carry on business at or through a permanent establishment in Australia. As long at this continues to be the case, payments of principal and interest under the Notes by the Issuer will not be subject to Australian interest withholding tax.

2. Payments under the Notes Guarantee by Australian Guarantors If the Issuer fails to pay interest on the Notes, Global Switch Australian Holdings Pty Limited, Global Switch Property (Australia) Pty Limited, Global Switch Australia Pty Limited and Global Switch Property Pty Limited (the Australian Guarantors) may be required to make payments to the holders of Notes under the Notes Guarantee. Whether such payments would be interest for Australian withholding tax purposes is not clear. The definition of interest for Australian withholding tax purposes in subsection 128A(1AB) of the 1936 Act is very broad and includes amounts in the nature of interest and amounts in substitution for interest. The Australian Taxation Office’s (ATO) view, as reflected in Taxation Determination TD 1999/26, is that such payments under the Notes Guarantee would be interest for Australian withholding tax purposes. Based on this approach, interest withholding tax would be imposed at the rate of 10% in relation to any payments made by the Australian Guarantors in respect of interest on the Notes (or other amounts due under the Notes other than the repayment of amounts subscribed for the Notes) subject to such relief as may be available under the provisions of any applicable double taxation treaty or to any other exemption that may apply. The exemption that is commonly relied upon by Australian debt issuers is the exemption in section 128F of the 1936 Act in relation to certain publicly offered debentures and debt interests. The ATO states in TD 1999/26 that guarantee payments would be treated as exempt from withholding tax under section 128F of the 1936 Act if the requirements of that section are satisfied. The Issuer will not satisfy the technical requirements of section 128F of the 1936 Act because it is not an Australian resident and the Notes arc not issued in carrying on a business at or through a permanent establishment of the Issuer in Australia. As set out in more detail in Condition 7, if the Australian Guarantors are at any time compelled or authorised by law to deduct or withhold an amount in respect of any Australian withholding taxes imposed or levied by or within Australia in respect of payments under the Notes Guarantee, the Australian Guarantors must, subject to certain exceptions, pay such additional amounts as may be necessary in order to ensure that the net amounts received by the holders of those Notes after such deduction or withholding are equal to the respective amounts which would have been received had no such deduction or withholding been required.

104 B. Other Australian Withholding Tax Matters 1. TFN / ABN Withholding The requirements of Australia’s tax legislation relating to the quotation of tax file numbers (TFN) and the provision of Australian business numbers (ABN) and the reporting of information to the Australian Taxation Office could technically have application to the Notes. However, the extra-territorial operation of Australian tax laws will depend on whether the Issuer has a sufficient connection with Australia. This will require a consideration of the individual facts and circumstances relevant to the Issuer. If the Issuer does not have a physical business presence in Australia then the provisions may not apply to the Issuer. However, if the Issuer does have a physical business presence in Australia, then the provisions may apply even if the Notes are not connected in any way with that presence. Australian resident holders of Notes and non-residents holding Notes in the course of carrying on a business at or through a permanent establishment in Australia, may be subject to withholding in relation to: (i) payments made by the Issuer where the Issuer has a physical business presence in Australia; or (ii) payments made by the Australian Guarantors, where the holder of those Notes does not quote a TFN, ABN (in certain circumstances) or provide proof of an appropriate exemption (as appropriate).

2. Bearer Debentures—section 126 of the 1936 Act Section 126 of the 1936 Act imposes a type of withholding tax at the rate of 45 per cent. on the payment of interest on Notes in bearer form if the Issuer fails to disclose the names and addresses of the holders to the Australian Taxation Office. Section 126 does not apply to the payment of interest on Notes in bearer form held by non-residents of Australia who do not carry on business at or through a permanent establishment in Australia where the issue of the Notes has satisfied the requirements of section 128F of the Australian Tax Act or interest withholding tax is payable. Section 126 is therefore limited in its application to persons in possession of Notes in bearer form who are residents of Australia or non-residents who are engaged in carrying on business in Australia at or through a permanent establishment in Australia. See the discussion above in relation to whether this section could have extra-territorial application to the Issuer. In addition, the ATO has confirmed that for the purpose of section 126 of the 1936 Act, the holder of debentures (such as the Notes in bearer form) means the person in possession of the debentures. The ATO accepts that this is the person to whom the Issuer makes the payment of interest. Where interests in Notes in bearer form are held through Euroclear or Clearstream, Luxembourg, and it is determined that the section has application to the Issuer and/or the Australian Guarantors, then the Issuer or the Guarantors, as the case may be, intend to treat the operators of those clearing systems as the holders for the purposes of section 126 of the 1936 Act.

Dutch Tax Consideration in respect of the Notes Guarantee General The following summary outlines the principal Netherlands withholding tax consequences of the Notes Guarantee, but does not purport to be a comprehensive description of all Netherlands tax considerations that may be relevant. This summary is intended as general information only and each prospective investor should consult a professional tax adviser with respect to the tax consequences of the Notes Guarantee.

This summary is based on tax legislation, published case law, treaties, regulations and published policy, in each case as in force as of the date of this Base Prospectus, and does not take into account any developments or amendments thereof after that date whether or not such developments or amendments have retroactive effect.

Where this summary refers to The Netherlands, such reference is restricted to the part of the Kingdom of The Netherlands that is situated in Europe and the legislation applicable in that part of the Kingdom.

Dutch Withholding Tax All payments made by the Guarantors under the Notes Guarantee may be made free of withholding or deduction for any taxes of whatsoever nature imposed, levied, withheld or assessed by The Netherlands or any political

105 subdivision or taxing authority thereof or therein. However, if the guarantee granted under the Notes Guarantee by the Guarantors in the context of the Euro Medium Term Note Programme is not considered to be granted at arm’s length terms and conditions for Dutch tax purposes, the payments under the Notes Guarantee by a Dutch tax resident Guarantor can be considered a dividend potentially subject to Dutch dividend withholding tax.

Singapore Tax Considerations in respect of the Notes and the Notes Guarantee The statements below are general in nature and are based on certain aspects of current tax laws in Singapore and administrative guidelines issued by the Monetary Authority of Singapore (MAS) in force as at the date of this Base Prospectus and are subject to any changes in such laws or administrative guidelines, or the interpretation of those laws or guidelines, occurring after such date, which changes could be made on a retroactive basis. Neither these statements nor any other statements in this Base Prospectus are intended or are to be regarded as advice on the tax position of any holder of the Notes or of any person acquiring, selling or otherwise dealing with the Notes or on any tax implications arising from the acquisition, sale or other dealings in respect of the Notes. The statements made herein do not purport to be a comprehensive or exhaustive description of all the tax considerations that may be relevant to a decision to subscribe for, purchase, own or dispose of the Notes (particularly structured Notes) and do not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as financial institutions in Singapore holding the Financial Sector Incentive— Standard Tier tax status) may be subject to special rules. Prospective Noteholders are advised to consult their own professional tax advisers as to the Singapore or other tax consequences of the acquisition, ownership or disposal of the Notes, including the effect of any foreign, state or local tax laws to which they are subject.

It is emphasised that neither any Issuer nor the Guarantors nor any Dealer nor any other persons involved in the Programme accept responsibility for any tax effects or liabilities resulting from the subscription, purchase, holding or disposal of the Notes.

Interest and Other Payments on the Notes If the Dealer or Dealers for more than half of any tranche of Notes issued under the Programme on or before 31 December 2013 are Financial Sector Incentive (Bond Market) Companies (as defined in the Income Tax Act, Chapter 134 of Singapore (ITA)) or are financial institutions in Singapore where their staff based in Singapore have a leading and substantial role in the distribution of such tranche of Notes, that tranche of Notes (Relevant Notes) would be “qualifying debt securities” for the purposes of the ITA and, subject to certain conditions having been fulfilled (including the furnishing of a return on debt securities for the Relevant Notes), interest, discount income (not including discount income arising from secondary trading), prepayment fee, redemption premium and break cost (collectively, Specified Income) from the Relevant Notes derived from the Issuer by any company or body of persons (as defined in the ITA) in Singapore is subject to tax at a concessionary rate of 10 per cent. However, notwithstanding the foregoing: (a) if during the primary launch of any tranche of Relevant Notes, the Relevant Notes of such tranche are issued to fewer than four persons and 50 per cent. or more of the issue of such Relevant Notes is beneficially held or funded, directly or indirectly, by related parties of the relevant Issuer, such Relevant Notes would not qualify as “qualifying debt securities”; and (b) even though a particular tranche of Relevant Notes are “qualifying debt securities”, if, at any time during the tenure of such tranche of Relevant Notes, 50 per cent. or more of the issue of such Relevant Notes is beneficially held or funded, directly or indirectly, by related parties of the relevant Issuer, Specified Income from such Relevant Notes derived by: (i) any related party of the relevant Issuer; or (ii) any other person where the funds used by such person to acquire such Relevant Notes are obtained, directly or indirectly, from any related party of the relevant Issuer, shall not be eligible for the concessionary rate of tax of 10 per cent. as described above.

The terms “break cost”, “prepayment fee” and “redemption premium” are defined in the ITA as follows: break cost means any fee payable by the issuer of the securities on the early redemption of the securities, the amount of which is determined by any loss or liability incurred by the holder of the securities in connection with such redemption; prepayment fee means any fee payable by the issuer of the securities on the early redemption of the securities, the amount of which is determined by the terms of the issuance of the securities; and

106 redemption premium means any premium payable by the issuer of the securities on the redemption of the securities upon their maturity.

References to “break cost”, “prepayment fee” and “redemption premium” in this Singapore taxation section have the same meaning as defined in the ITA.

The term related party, in relation to a person, means any other person who, directly or indirectly, controls that person, or is controlled, directly or indirectly, by that person, or where he and that other person, directly or indirectly, are under the control of a common person.

As stated in the MAS Circular FSD Cir 02/2013 dated 28 June 2013, the Qualifying Debt Securities Scheme will be extended for five years to debt securities issued during the period of 1 January 2014 to 31 December 2018. The “dealer test” as described above in relation to tranches of Notes issued under the Programme on or before 31 December 2013 will be modified so that the requirement will be that more than half of the debt securities issued under a tranche must be distributed by (i) Financial Sector Incentive (Capital Market) Companies; (ii) Financial Sector Incentive (Standard Tier) Companies; or (iii) Financial Sector Incentive (Bond Market) Companies.

Singapore Tax Considerations in respect of the Notes Guarantee Interest and Other Payments Under Section 12(6) of the ITA, the following payments are deemed to be derived from Singapore: (a) any interest, commission, fee or any other payment in connection with any loan or indebtedness or with any arrangement, management. guarantee, or service relating to any loan or indebtedness which is (i) borne, directly or indirectly, by a person resident in Singapore or a permanent establishment in Singapore (except in respect of any business carried on outside Singapore through a permanent establishment outside Singapore or any immovable property situated outside Singapore) or (ii) deductible against any income accruing in or derived from Singapore; or (b) any income derived from loans where the funds provided by such loans are brought into or used in Singapore. Such payments, where made to a person not known to the paying party to be a resident in Singapore for tax purposes, are generally subject to withholding tax in Singapore. The rate at which tax is to be withheld for such payments (other than those subject to the 15 per cent. withholding tax described below) to non-resident persons other than non-resident individuals is 17.00 per cent. with effect from year of assessment 2010. The applicable rate for non-resident individuals is 20.00 per cent. However, if the payment is derived by a person not resident in Singapore otherwise than from any trade, business, profession or vocation carried on or exercised by such person in Singapore and is not effectively connected with any permanent establishment in Singapore of that person, the payment is subject to a final withholding tax of 15.00 per cent. The rate of 15.00 per cent. may be reduced by applicable tax treaties. Certain Singapore-sourced investment income derived by individuals from financial instruments is exempt from tax, including: (i) interest from debt securities derived on or after l January 2004; (ii) discount income (not including discount income arising from secondary trading) from debt securities derived on or after 17 February 2006; and (iii) prepayment fee, redemption premium and break cost from debt securities derived on or after 15 February 2007, except where such income is derived through a partnership in Singapore or is derived from the carrying on of a trade, business or profession.

There is no direct authority under Singapore law on the withholding tax status of payments made by Global Switch Singapore Holdings Pte Limited or Global Switch (Property) Singapore Pte Limited as Guarantors. However, it is likely that payments by Global Switch Singapore Pte Holdings Limited or Global Switch (Property) Singapore Pte Limited under the Notes Guarantee (other than any payment referable to principal repayable under the Notes) would be characterised as falling within Section 12(6) of the ITA that (absent some applicable exemption) would be subject to Singapore withholding tax where the payment is made to a person not known to be tax resident in Singapore.

It is unclear if the exemptions enjoyed by individuals for certain Singapore-source investment income from debt securities and described above would extend to payments made by a Guarantor under the Notes Guarantee.

107 Capital Gains Any gains considered to be in the nature of capital made from the sale of the Notes will not be taxable in Singapore. However, any gains derived by any person from the sale of the Notes which are gains from any trade, business, profession or vocation carried on by that person, if accruing in or derived from Singapore, may be taxable as such gains are considered revenue in nature.

Holders of the Notes who are adopting Singapore Financial Reporting Standard 39-Financial Instruments: Recognition and Measurement (FRS 39), may, for Singapore income tax purposes, be required to recognise gains or losses (not being gains or losses in the nature of capital) on the Notes, irrespective of disposal. Please see the section below on “Adoption of FRS 39 treatment for Singapore income tax purposes”.

Adoption of FRS 39 treatment for Singapore income tax purposes The Inland Revenue Authority of Singapore has issued a circular entitled “Income Tax Implications arising from the adoption of FRS 39-Financial Instruments: Recognition & Measurement” (the FRS 39 Circular). Legislative amendments to give effect to the tax treatment set out in the FRS 39 Circular have been enacted in Section 34A of the ITA.

The FRS 39 Circular and Section 34A of the ITA generally apply, subject to certain “opt-out” provisions, to taxpayers who are required to comply with FRS 39 for financial reporting purposes.

Holders of the Notes who may be subject to the tax treatment under the FRS 39 Circular should consult their own accounting and tax advisers regarding the Singapore income tax consequences of their acquisition, holding or disposal of the Notes.

Estate Duty Singapore estate duty has been abolished for deaths occurring on or after 15 February 2008.

UK Tax Considerations in respect of the Notes Guarantee If the Issuer fails to pay amounts payable under the Notes, Global Switch Limited, Global Switch Estates 1 Limited and Global Switch Estates 2 Limited (the UK Guarantors) may be required to make payments to the Noteholders under the Notes Guarantee. If the UK Guarantors make any payments under the Notes Guarantee, such payments may be subject to United Kingdom withholding tax at the basic rate (currently 20%) subject to the availability of an applicable relief or to a direction to the contrary from HMRC in respect of relief as may be available pursuant to the provisions of any applicable double taxation treaty. The reliefs outlined above under the subheading entitled “UK Taxation—Interest on the Notes” may not apply to payments made under the Notes Guarantee.

FATCA DISCLOSURE Foreign Account Tax Compliance Act Sections 1471 through 1474 of the U.S. Internal Revenue Code (FATCA) impose a new reporting regime and potentially a 30% withholding tax with respect to certain payments to (i) any non-U.S. financial institution (a “foreign financial institution”, or FFI (as defined by FATCA)) that does not become a Participating FFI by entering into an agreement with the U.S. Internal Revenue Service (IRS) to provide the IRS with certain information in respect of its account holders and investors or is not otherwise exempt from or in deemed compliance with FATCA and (ii) any investor (unless otherwise exempt from FATCA) that does not provide information sufficient to determine whether the investor is a U.S. person or should otherwise be treated as holding a “United States Account” of the Issuer (a “Recalcitrant Holder”). The Issuer may be classified as an FFI.

The new withholding regime will be phased in beginning 1 January 2014 for payments from sources within the United States and will apply to foreign passthru payments (a term not yet defined) no earlier than 1 January 2017. This withholding would potentially apply to payments in respect of (i) any Notes characterised as debt (or which are not otherwise characterized as equity and have a fixed term) for U.S. federal tax purposes that are issued on or after the grandfathering date, which is the later of (a) 1 January 2014 and (b) the date that is six months after the date on which final U.S. Treasury regulations defining the term foreign passthru payment are

108 filed with the Federal Register, or which are materially modified on or after the grandfathering date and (ii) any Notes characterised as equity or which do not have a fixed term for U.S. federal tax purposes, whenever issued. If Notes are issued before the grandfathering date, and additional Notes of the same series are issued on or after that date, the additional Notes may not be treated as grandfathered, which may have negative consequences for the existing Notes, including a negative impact on market price.

The United States and a number of other jurisdictions have announced their intention to negotiate intergovernmental agreements to facilitate the implementation of FATCA (each, an IGA). Pursuant to FATCA and the “Model 1” and “Model 2” IGAs released by the United States, an FFI in an IGA signatory country could be treated as a Reporting FI not subject to withholding under FATCA on any payments it receives. Further, an FFI in a Model 1 IGA jurisdiction would not be required to withhold under FATCA or an IGA (or any law implementing an IGA) (any such withholding being FATCA Withholding) from payments it makes (unless it has agreed to do so under the U.S. “qualified intermediary,” “withholding foreign partnership,” or “withholding foreign trust” regimes). The Model 2 IGA leaves open the possibility that a Reporting FI might in the future be required to withhold as a Participating FFI on foreign passthru payments and payments that it makes to Recalcitrant Holders. Under each Model IGA, a Reporting FI would still be required to report certain information in respect of its account holders and investors to its home government or to the IRS. The United States and the United Kingdom have entered into an agreement (the US-UK IGA) based largely on the Model 1 IGA.

If the Issuer becomes a Participating FFI under FATCA, the Issuer and financial institutions through which payments on the Notes are made may be required to withhold FATCA Withholding if (i) any FFI through or to which payment on such Notes is made is not a Participating FFI, a Reporting FI, or otherwise exempt from or in deemed compliance with FATCA or (ii) an investor is a Recalcitrant Holder.

If an amount in respect of FATCA Withholding were to be deducted or withheld from interest, principal or other payments made in respect of the Notes, neither the Issuer nor any paying agent nor any other person would, pursuant to the conditions of the Notes, be required to pay additional amounts as a result of the deduction or withholding. As a result, investors may receive less interest or principal than expected.

Whilst the Notes are in global form and held within the clearing systems, it is expected that FATCA will not affect the amount of any payments made under, or in respect of, the Notes by the Issuer, the Guarantors, any paying agent and the Common Depositary or the Common Safekeeper, as the case may be, given that each of the entities in the payment chain between the Issuer and the clearing systems is a major financial institution whose business is dependent on compliance with FATCA and that any alternative approach introduced under an IGA will be unlikely to affect the Notes. The documentation expressly contemplates the possibility that the Notes may go into definitive form and therefore that they may be taken out of the clearing systems. If this were to happen, then a non-FATCA compliant holder could be subject to FATCA Withholding. However, definitive Notes will only be printed in remote circumstances.

FATCA is particularly complex and its application is uncertain at this time. The above description is based in part on regulations, official guidance and model IGAs, all of which are subject to change or may be implemented in a materially different form. Prospective investors should consult their tax advisers on how these rules may apply to the Issuer and to payments they may receive in connection with the Notes.

TO ENSURE COMPLIANCE WITH IRS CIRCULAR 230, EACH TAXPAYER IS HEREBY NOTIFIED THAT: (A) ANY TAX DISCUSSION HEREIN IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY THE TAXPAYER FOR THE PURPOSE OF AVOIDING U.S. FEDERAL INCOME TAX PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER; (B) ANY SUCH TAX DISCUSSION WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) THE TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISER.

The proposed Financial Transactions Tax (FTT) The European Commission has published a proposal for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the participating Member States).

The proposed FTT has very broad scope and could, if introduced in its current form, apply to certain dealings in Notes (including secondary market transactions) in certain circumstances. The issuance and subscription of Notes should, however, be exempt.

109 Under current proposals the FTT could apply in certain circumstances to persons both within and outside of the participating Member States. Generally, it would apply to certain dealings in Notes where at least one party is a financial institution, and at least one party is established in a participating Member State. A financial institution may be, or be deemed to be, “established” in a participating Member State in a broad range of circumstances, including (a) by transacting with a person established in a participating Member State or (b) where the financial instrument which is subject to the dealings is issued in a participating Member State.

The FTT proposal remains subject to negotiation between the participating Member States and is the subject of legal challenge. It may therefore be altered prior to any implementation, the timing of which remains unclear. Additional EU Member States may decide to participate. Prospective holders of Notes are advised to seek their own professional advice in relation to the FTT.

EU Savings Directive Under EC Council Directive 2003/48/EC on the taxation of savings income, Member States are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State or to certain limited types of entities established in that other Member State. However, for a transitional period, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories including Switzerland have adopted similar measures (a withholding system in the case of Switzerland).

In April 2013, the Luxembourg Government announced its intention to abolish the withholding system with effect from 1 January 2015, in favour of automatic information exchange under the Directive.

The European Commission has proposed certain amendments to the Directive, which may, if implemented amend or broaden the scope of the requirements described above.

110 SUBSCRIPTION AND SALE

The Dealers have, in a Programme Agreement (such Programme Agreement as modified and/or supplemented and/or restated from time to time, the Programme Agreement) dated 3 December 2013, agreed with the Issuer and the Original Guarantors a basis upon which they or any of them may from time to time agree to purchase Notes. Any such agreement will extend to those matters stated under “Form of the Notes” and “Terms and Conditions of the Notes”. In the Programme Agreement, the Issuer (failing which, the Guarantors) has agreed to reimburse the Dealers for certain of their expenses in connection with the establishment and any future update of the Programme and the issue of Notes under the Programme and to indemnify the Dealers against certain liabilities incurred by them in connection therewith.

United States The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. Treasury regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 and Treasury regulations promulgated thereunder. The applicable Final Terms (or Pricing Supplement, in the case of Exempt Notes) will identify whether TEFRA C rules or TEFRA D rules apply or whether TEFRA is not applicable.

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it will not offer, sell or deliver Notes (a) as part of their distribution at any time or (b) otherwise until 40 days after the completion of the distribution, as determined and certified by the relevant Dealer or, in the case of an issue of Notes on a syndicated basis, the relevant lead manager, of all Notes of the Tranche of which such Notes are a part, within the United States or to, or for the account or benefit of, U.S. persons. Each Dealer has further agreed, and each further Dealer appointed under the Programme will be required to agree, that it will send to each dealer to which it sells any Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

Until 40 days after the commencement of the offering of any Series of Notes, an offer or sale of such Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from registration under the Securities Act.

Each issuance of Exempt Notes may be subject to such additional U.S. selling restrictions as the Issuer and the relevant Dealer may agree as a term of the issuance and purchase of such Notes, which additional selling restrictions shall be set out in the applicable Pricing Supplement.

Public Offer Selling Restriction under the Prospectus Directive In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of Notes which are the subject of the offering contemplated by this Base Prospectus as completed by the final terms in relation thereto to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Notes to the public in that Relevant Member State: (a) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) at any time to fewer than 100 or, if the relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or

111 (c) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Notes referred to in above shall require the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision: • the expression an offer of Notes to the public in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State; • the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State; and • the expression 2010 PD Amending Directive means Directive 2010/73/EU.

United Kingdom Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that: (a) in relation to any Notes which have a maturity of less than one year, (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of Section 19 of the FSMA by the Issuer; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer or the Original Guarantors; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

British Virgin Islands No prospectus in relation to the Notes has been or will be registered with the British Virgin Islands Financial Services Commission under the Securities and Investment Business Act, 2010. Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not (directly or indirectly) offered, and will not offer, the Notes for purchase or subscription to any person in the British Virgin Islands.

Japan The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No.25 of 1948, as amended; the FIEA) and each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

112 France Each of the Dealers and the Issuer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not offered or sold and will not offer or sell, directly or indirectly, Notes to the public in France, and has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, this Base Prospectus, the relevant Final Terms (or Pricing Supplement, in the case of Exempt Notes) or any other offering material relating to the Notes, and that such offers, sales and distributions have been and will be made in France only to (a) persons providing investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pur compte de tiers), and/or (b) qualified investors (investisseurs qualifiés), other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier.

The Netherlands Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that any Notes will only be offered in The Netherlands to Qualified Investors (as defined in the EU Prospectus Directive), unless such offer is made in accordance with the Dutch Financial Supervision Act (Wet op het financieel toezicht).

Singapore This Base Prospectus has not been and will not be registered as a prospectus with the Monetary Authority of Singapore, and the Notes will be offered pursuant to exemptions under the Securities and Futures Act, Chapter 289 of Singapore (the Securities and Futures Act). Accordingly, the Notes may not be offered or sold or made the subject of an invitation for subscription or purchase nor may this Base Prospectus or any other document or material in connection with the offer or sale or invitation for subscription or purchase of any Notes be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (a) to an institutional investor pursuant to Section 274 of the Securities and Futures Act, (b) to the relevant person under Section 275(1) of the Securities and Futures Act, or to any person pursuant to Section 275(1A) of the Securities and Futures Act and in accordance with the conditions specified in Section 275 of the Securities and Futures Act, or (c) otherwise pursuant to, and in accordance with the conditions of any other applicable provision of the Securities and Futures Act.

Where the Notes are subscribed or purchased under Section 275 of the Securities and Futures Act by a relevant person which is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and Futures Act)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an individual who is an accredited investor, securities (as defined in section 239(1) of the Securities and Futures Act) of that corporation or the beneficiaries’ rights and interests (howsoever described) in that trust shall not be transferable for six months after that corporation or that trust has acquired the Notes under Section 275 of the Securities and Futures Act except: (i) to an institutional investor or to a relevant person defined in Section 275(2) of the Securities and Futures Act or (in the case of a corporation) where the transfer arises from an offer referred to in Section 276(3)(i)(B) of the Securities and Futures Act or (in the case of a trust) where the transfer arises from an offer referred to in Section 276(4)(i)(B) of the Securities and Futures Act; (ii) where no consideration is or will be given for the transfer; (iii) where the transfer is by operation of law; or (iv) pursuant to Section 276(7) of the Securities and Futures Act or Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

113 Australia No prospectus or other disclosure (as defined in the Corporations Act 2001 of Australia (Corporations Act)) in relation to the Notes has been or will be lodged with the Australian Securities and Investments Commission (ASIC). Each Dealer has represented and agreed and each further Dealer appointed under the programme will be required to represent and agree that it: (a) has not (directly or indirectly) offered, and will not offer for issue or sale and has not invited, and will not invite, applications for issue, or offers to purchase, the Notes in, to or from Australia (including an offer or invitation which is received by a person in Australia); and (b) has not distributed or published, and will not distribute or publish, any information memorandum, advertisement or other offering material relating to the Notes in Australia, unless (1) the aggregate consideration payable by each offeree or invitee is at least AUD 500,000 (or its equivalent in other currencies, disregarding moneys lent by the offeror or its associates) or the offer or invitation otherwise does not require disclosure to investors in accordance with Part 6D.2 of the Corporations Act, (2) such action complies with all applicable laws, regulations and directives, and (3) such action does not require any document to be lodged with ASIC or any other regulatory authority in Australia.

General Each Dealer has agreed and each further Dealer appointed under the Programme will be required to agree that it will (to the best of its knowledge and belief) comply with all applicable securities laws and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers Notes or possesses or distributes this Base Prospectus and will obtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries and neither the Issuer, the Original Guarantors, the Trustee nor any of the other Dealers shall have any responsibility therefor. None of the Issuer, the Original Guarantors, the Trustee and the Dealers represents that Notes may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating such sale.

114 GENERAL INFORMATION

Authorisation The establishment of the Programme and the issue of Notes have been duly authorised by a resolution of the Board of Directors of the Issuer dated 2 December 2013. The giving of the Notes Guarantee has been duly authorised by a resolution of the Board of Directors of each Original Guarantor (other than Global Switch (France) Holding SAS and Global Switch (Paris) SAS) dated 2 December 2013 and by a resolution of the shareholder of each of Global Switch (France) Holding SAS, Global Switch (Paris) SAS, Global Switch Limited, Global Switch Estates 1 Limited and Global Switch Estates 2 Limited dated 2 December 2013.

Listing of Notes This Base Prospectus has been approved by the Central Bank of Ireland as a base prospectus. Application has been made to the Irish Stock Exchange for Notes issued under the Programme to be admitted to the Official List and to trading on the Main Securities Market. The admission of Notes to the Official List will be expressed as a percentage of their nominal amount (excluding accrued interest). It is expected that each Tranche of Notes which is to be admitted to the Official List and to trading on the Main Securities Market will be admitted separately as and when issued, subject only to the issue of a Global Note or Notes initially representing the Notes of such Tranche. The Main Securities Market is a regulated market for the purposes of MiFID. The listing of the Programme in respect of Notes is expected to be granted on or around 3 December 2013.

However, Notes may be issued pursuant to the Programme which will not be admitted to listing on the Official List and admitted to trading and/or quotation by the regulated market of the Irish Stock Exchange or any other listing authority, stock exchange and/or quotation system or which will be admitted to listing, trading and/or quotation by such listing authority, stock exchange and/or quotation system as the Issuer and the relevant Dealer(s) may agree.

Documents Available For the period of 12 months following the date of this Base Prospectus, copies of the following documents will, when published, be available for inspection from the registered office of the Issuer and from the specified office of the Paying Agent for the time being in London: (a) the memorandum and articles of association of the Issuer and the memorandum and articles of association (or equivalent constitutional documents with an English translation thereof, if necessary) of each of the Original Guarantors; (b) the consolidated audited financial statements of the Issuer in respect of the financial years ended 31 March 2013 and 31 March 2012. The Issuer currently prepares audited consolidated accounts on an annual basis; (c) the most recently published audited annual financial statements of the Issuer and the most recently published unaudited interim financial statements (if any) of the Issuer, in each case together with any audit or review reports prepared in connection therewith. The Issuer currently prepares unaudited consolidated interim accounts on a quarterly basis; (d) the Trust Deed, the Agency Agreement and the forms of the Global Notes, the Notes in definitive form, the Coupons and the Talons; (e) a copy of this Base Prospectus; and (f) any future offering circulars, prospectuses, information memoranda, supplements, Final Terms and Pricing Supplements (in the case of Exempt Notes) (save that Pricing Supplements will only be available for inspection by a holder of such Note and such holder must produce evidence satisfactory to the Issuer and the Paying Agent as to its holding of Notes and identity) to this Base Prospectus and any other documents incorporated herein or therein by reference.

Clearing Systems The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg (which are the entities in charge of keeping the records). The appropriate Common Code and ISIN for each Tranche of Notes allocated by Euroclear and Clearstream, Luxembourg will be specified in the applicable Final Terms (or Pricing Supplement, in the case of Exempt Notes). If the Notes are to clear through an additional or alternative clearing system the appropriate information will be specified in the applicable Final Terms or Pricing Supplement.

The address of Euroclear is Euroclear Bank S.A./N.V., 1 Boulevard du Roi Albert II, B-1210 Brussels and the address of Clearstream, Luxembourg is Clearstream Banking, 42 Avenue JF Kennedy, L-1855 Luxembourg.

115 Conditions for determining price The price and amount of Notes to be issued under the Programme will be determined by the Issuer and each relevant Dealer at the time of issue in accordance with prevailing market conditions.

Significant or Material Change There has been no significant change in the financial position of the Group since 30 September 2013 and there has been no material adverse change in the financial position or prospects of the Issuer and each Guarantor since 31 March 2013.

Litigation Neither the Issuer, the Original Guarantors nor any other member of the Group is or has been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer or the Original Guarantors are aware) in the 12 months preceding the date of this document which may have or have in such period had a significant effect on the financial position or profitability of the Issuer, any Original Guarantor or the Group.

Auditors The auditors of the Issuer are Deloitte LLP, Chartered Accountants and Statutory Auditors of Hill House, 1 Little New Street, London EC4A 3TR, who have audited the Issuer’s accounts, without qualification, in accordance with IFRS for each of the two financial years ended on 31 March 2013. The auditors of the Issuer have no material interest in the Issuer. Deloitte LLP is a member of the Institute of Chartered Accountants in England and Wales.

Dealers transacting with the Issuer and the Original Guarantors Certain of the Dealers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer, the Original Guarantors and their affiliates in the ordinary course of business.

Trustee’s action The Conditions and the Trust Deed provide for the Trustee to take action on behalf of the Noteholders in certain circumstances, but only if the Trustee is indemnified and/or secured and/or pre-funded to its satisfaction. It may not always be possible for the Trustee to take certain actions, notwithstanding the provision of an indemnity and/ or security and/or pre-funding to it. Where the Trustee is unable to take any action, the Noteholders are permitted by the Conditions and the Trust Deed to take the relevant action directly.

116 INDEX TO FINANCIAL INFORMATION

Unaudited condensed consolidated financial statements of the Issuer as at and for the six month period ended 30 September 2013 ...... F-2 Directors’ Responsibilities Statement in respect of the consolidated financial statements of the Issuer as at and for the financial year ended 31 March 2013 ...... F-13 Auditor’s audit report in respect of the consolidated financial statements of the Issuer as at and for the financial year ended 31 March 2013 ...... F-14 Consolidated financial statements of the Issuer as at and for the financial year ended 31 March 2013 ...... F-15 Directors’ Responsibilities Statement in respect of the consolidated financial statements of the Issuer as at and for the financial year ended 31 March 2012 ...... F-43 Auditor’s audit report in respect of the consolidated financial statements of the Issuer as at and for the financial year ended 31 March 2012 ...... F-44 Consolidated financial statements of the Issuer as at and for the financial year ended 31 March 2012 ...... F-45

F-1 GLOBAL SWITCH HOLDINGS LIMITED CONDENSED CONSOLIDATED INCOME STATEMENT Six months ended 30 September 2013

Six months ended Year ended 30 September 31 March 2013 2013 £m £m (Unaudited) (Audited)

Revenue 176.2 340.2 Cost of sales (57.0) (111.8) Administration expenses (1.4) (4.6) Operating profit before other gains/(losses) 117.8 223.8

Revaluation gain on investment properties ‐ 106.0 Loss on disposal of fixed assets ‐ (0.9) Other gains ‐ ‐ Operating profit 117.8 328.9

Finance income 0.3 0.6 Finance costs (15.6) (30.4) Foreign exchange losses (93.7) 41.7 Other gains and losses (5.2) (4.2) Net finance costs (114.2) 7.7 Profit before tax 3.6 336.6

Current tax 8 (8.1) (13.4) Deferred tax 8 15.0 (20.5) Tax expense 6.9 (33.9) Profit for the period 10.5 302.7

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Six months ended 30 September 2013

Six months Year ended ended 30 September 31 March 2013 2013 £m £m (Unaudited) (Audited) Foreign exchange translation differences (46.3) 45.2 Net loss recognised directly in equity (46.3) 45.2 Profit for the period 10.5 302.7 Gains/(losses) on a hedge of a net investment taken to equity 34.9 (10.5) Total comprehensive income for the period (0.9) 337.4

F-2 GLOBAL SWITCH HOLDINGS LIMITED CONDENSED CONSOLIDATED BALANCE SHEET Six months ended 30 September 2013

Notes 30 September 31 March 2013 2013 £m £m (Unaudited) (Audited) Assets Non‐current assets Investment properties 6 3,634.7 3,783.8 Property, plant and equipment 5.9 5.1 Deferred tax 8 40.3 43.6 Derivative financial instruments 9 13.6 ‐ 3,694.5 3,832.5 Current assets Trade and other receivables 186.5 145.1 Cash and cash equivalents 68.2 405.1 Derivative financial instruments 9 18.0 1.9 272.7 552.1 Total assets 3,967.2 4,384.6 Liabilities Non‐current liabilities Borrowings 7 (525.5) (815.1) Deferred tax 8 (748.9) (806.0) (1,274.4) (1,621.1) Current liabilities Borrowings 7 (1.7) (1.7) Trade and other payables (119.0) (137.3) Current tax (16.3) (12.8) (137.0) (151.8) Total liabilities (1,411.4) (1,772.9) Net assets 2,555.8 2,611.7

Equity Share capital ‐ ‐ Translation reserve (153.7) (107.4) Hedging reserve 26.9 (8.0) Retained earnings 1,957.3 2,001.8 Other reserves 725.3 725.3 Total equity 2,555.8 2,611.7

F-3 GLOBAL SWITCH HOLDINGS LIMITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Six months ended 30 September 2013

Six months Year ended ended 30 September 31 March 2013 2013 £m £m (Unaudited) (Audited) Operating activities Profit before tax 3.6 336.6 Adjustments for Finance costs 15.5 30.4 Finance income (0.3) (0.6) Other financing items 5.3 4.1 Foreign exchange 93.6 (41.7) Depreciation charge – property, plant and equipment 0.2 1.3 Loss on disposal of property, plant and equipment ‐ 0.9 Investment property revaluation ‐ (133.1) Movement in receivables (13.2) 24.4 Movement in payables (19.6) 5.2 Cash generated from operations 85.1 227.5 Interest received 0.3 0.7 Net cash flows from operating activities 85.4 228.2

Investing activities Purchase of property, plant and equipment (1.0) (2.1) Cost of improvements to investment properties (27.1) (33.1) Net cash flows from investing activities (28.1) (35.2)

Financing activities Dividend paid (55.0) (110.0) Proceeds from bank borrowings 99.5 337.5 Repayment of bank borrowings (383.0) (262.5) Net proceeds from Bond issue ‐ ‐ Bonds purchased by group company ‐ ‐ Sales of bonds purchased by Group Company ‐ 48.8 Payments to finance lease creditors ‐ (0.1) Related party advances (34.0) ‐ Interest paid (15.0) (27.9) Bank charges paid (0.6) (3.2) Net cash flows from financing activities (388.1) (17.4)

Net (decrease)/increase in cash and cash (330.7) 175.6 equivalents

Cash and cash equivalents at start of the period 405.1 208.8 Exchange movements (6.1) 20.7

Cash and cash equivalents at end of year 68.2 405.1

F-4 GLOBAL SWITCH HOLDINGS LIMITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Six months ended 30 September 2013

Share Retained Translation Hedging Other capital earnings reserve reserves reserves Total £m £m £m £m £m £m At 1 April 2013 ‐ 2,001.8 (107.4) (8.0) 725.3 2,611.7 Profit for the period ‐10.5 ‐‐ ‐ 10.5 Dividend (55.0) (55.0) Other comprehensive income ‐‐(46.3) 34.9 ‐ (11.4) At 30 September 2013 ‐1,957.3 (153.7) 26.9 725.3 2,555.8

F-5 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. General information

Global Switch Holdings Limited (the “Company”) is a limited company incorporated and domiciled in the British Virgin Islands. The address of its registered office is 2nd Floor, O’Neal Marketing Associates Building P.O. Box 3174, Road Town, Tortola, British Virgin Islands.

The immediate parent company is Aldersgate Investments Limited, a company incorporated and domiciled in the British Virgin Islands. The ultimate parent company is Landal Worldwide Corp, a company incorporated and domiciled in the British Virgin Islands.

2. Significant accounting policies

Basis of preparation

The annual consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union. The condensed set of financial statements included in this half‐yearly financial report has been prepared in accordance with the International Accounting Standard 34 ‘Interim Financial Reporting ‘, as adopted by the European Union, except for the non‐inclusion of comparative September 2012 financial information and do not reflect the valuation of investment property in accordance with the International Accounting Standard 40 ‘Investment Property’ as the investment properties have not been revalued as at 30 September 2013 but are included at the 31 March 2013 revalued amounts adjusted for additions, disposals and foreign exchange movement.

Going Concern

The directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the condensed financial statements.

Segmental information

Whilst the Group operates in a number of geographic locations and provides add‐on services to its customers, these do not meet the definition of different segments under IFRS 8 and therefore the Group has only one reportable class of business being a carrier neutral wholesale data centre provider for customers to house their IT infrastructure. The Directors have not presented a geographic analysis of revenue and gross assets. They believe that such information is not material to the users of the financial statements particularly given the group’s financial performance and as the group operates a risk management policy whereby derivatives are used mitigate the effects of currency fluctuations on overseas earnings.

Changes in accounting policy

The same accounting policies, presentation and methods of computation are followed in the condensed set of financial statements as applied in the Group’s latest annual financial statements.

3. Financial risk management

The Group is exposed to market risk in the form of foreign exchange risk, interest rate risk and price risk in addition to credit risk and liquidity risk. The risk management policies employed by the Group to manage these risks are the same as applied in the Group’s latest annual financial statements.

4. Principal risks and uncertainties

Management has considered the principal risk and uncertainties for the remaining six months of the financial year and concluded that they relate particular to the economic environment, including demand for the data centre space, competitor activity and investment activities related with the new developments. These have been further commented on in the business review section.

F-6 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5. Critical accounting estimates and judgements

Estimates and judgements are continually evaluated and are based on historical experience as adjusted for current market conditions and other factors.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Estimate of fair value of investment properties The Group determines the value of investment properties using discounted cash flow valuation techniques performed by external professionally qualified valuers. The Group uses assumptions that are mainly based on market conditions existing at each balance date.

Taxation The Group is subject to tax in a number of jurisdictions and judgement is required in determining the worldwide provision for income taxes. The group provides for future liabilities in respect of uncertain tax positions where additional tax may become payable in future periods and such provisions are based on management’s assessment of exposures.

6. Investment properties

30 September 31 March 2013 2013 £m £m (Unaudited) (Audited)

Opening balance 3,770.6 3,516.5 Additions 27.1 60.2 Disposals ‐ ‐ Revaluation adjustment ‐ 106.0 Difference on exchange (176.2) 87.9 Closing balance 3,621.5 3,770.6 Finance lease assets 13.2 13.2 Closing balance 3,634.7 3,783.8

Investment properties as at 30 September 2013 were stated at market value as at 31 March 2013, valued by professionally qualified external valuers. The Group’s properties were valued by CB Richard Ellis for 30 September 2012 and 31 March 2013. The valuations were prepared in accordance with the RICS Valuation Standards. Market value is defined as the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm's length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. Market value has been primarily derived using comparable recent market transactions on arm’s length terms.

Management are comfortable with the Investment properties valuations.

F-7 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Investment properties (continued)

The table below shows a reconciliation of the amounts shown in the balance sheet in respect of investment property assets and liabilities to the valuation prepared by the valuers:

30 September 31 March 2013 2013 £m £m (Unaudited) (Audited)

Investment properties 3,634.7 3,783.8 Accrued income included in dtrade an other receivables 73.7 72.1 Obligations under finance leases included in current borrowings (1.7) (1.7) Obligations under finance leases included in non‐current (11.5) (11.5) borrowings Investment properties at valuation 3,695.2. 3,842.7

The following table sets out the split of investment properties between freehold and leasehold properties:

30 September 31 March 2013 2013 £m £m (Unaudited) (Audited)

Freehold 2,778.9 2,888.9 Leasehold 916.3 953.8 Investment properties at valuation 3,695.2 3,842.7

As at 30th September 2013 the Group had capital commitments in relation to expenditure on investment properties of £21.6 million.

7. Borrowings

30 September 31 March 2013 2013 £m £m (Unaudited) (Audited)

Current Obligations under finance leases 1.7 1.7 Current borrowings 1.7 1.7

Non‐current Bank loans 13.8 297.5 Related party borrowings ‐ ‐ Obligations under finance leases 11.5 11.5 Guarantee notes 500.2 506.1 Non‐current borrowings 525.5 815.1 Total borrowings 527.2 816.8

The directors consider the carrying amount of the bank loans, related party borrowings and finance lease obligations approximates their fair value while, based on the quoted mid‐point of the bid and offer price as at 30 September 2013 the fair value of the 5.5% guaranteed notes was £502.9m.

F-8 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

7. Borrowings (continued)

The bank loans represent drawings as at 30 September 2013 under the £300.0m multicurrency revolving credit facility.

Capitalised and unamortised loan arrangement fees of £2.7m (2012: £1.2m) are offset against the principal debt outstanding under the credit facility. Interest on bank loans is charged at floating rates of interest by reference to either LIBOR or EURIBOR plus a margin. The loan facility includes a number of financial covenants.

The maturity profile of the Group’s borrowings is as follows:

30 September 31 March 2013 2013 £m £m (Unaudited) (Audited)

Within one year 1.7 335.9 Between one and two years 1.5 29.0 Between two and five years 17.9 167.1 After more than five years 506.1 502.3 527.2 1,034.3

The Group’s borrowings are denominated in the following currencies:

Six months Obligations ended 30 Bank Related party Under Guaranteed Notes September loans borrowings Finance leases Issued April 2011 2013 £m £m £m £m £m (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) Sterling 13.8 ‐ ‐ ‐ 13.8 Singapore dollars ‐ ‐ 6.0 ‐ 6.0 Australian dollars ‐ ‐ ‐ ‐ ‐ Euro ‐ ‐ 7.2 500.2 507.4 13.8 ‐ 13.2 500.2 527.2

F-9 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 7. Borrowings (continued)

Obligations Guaranteed Related under Notes Bank party Finance Issued 31 March loans borrowings leases 2013 £m £m £m £m £m (Audited) (Audited) (Audited) (Audited) (Audited) Sterling 297.5 ‐‐‐ 297.5 Singapore dollars ‐ ‐ 6.0 ‐ 6.0 Australian dollars ‐‐‐‐ ‐ Euro ‐‐7.2 506.1 513.3 297.5 ‐ 13.2 506.1 816.8

The minimum lease payments under finance leases fall due as follows:

30 September 31 March 2013 2013 £m £m (Unaudited) (Audited)

Within one year 1.7 1.7 Between one and five years 7.0 7.0 More than five years 11.7 11.7 20.4 20.4 Future finance charges (7.2) (7.2) Present value of finance lease payables 13.2 13.2

8. Tax

Analysis of charge for the period

Six months Year ended 30 ended September 31 March 2013 2013 £m £m (Unaudited) (Audited) a) Analysis of charge for the period

Current tax expense On net income before revaluations 8.1 13.4 Total current tax expense 8.1 13.4

Deferred tax expense (15.0) 20.5 Tax expense (6.9) 33.9

F-10 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 8. Tax (Continued) b) Factors affecting tax charge for the period

Profit before tax 3.6 336.6

Tax calculated at the domestic rate applicable to the profits in the country concerned 13.8 58.4 GAAP differences (5.2) (9.1) Permanent differences (5.1) (13.7) Utilisation of losses bought forward 2.1 ‐ Losses carried forward 1.8 8.0 Other deferred tax adjustments 1.2 1.6 Adjustment in respect of prior periods 0.2 (2.1) Reduction in tax rate (15.7) (9.2) Tax charge (6.9) 33.9

Certain companies in the Group have tax periods that remain open. In preparing the financial statements the directors have made an assessment of the likelihood of any liabilities arising in relation to these open periods and have made provisions for amounts that they believe will be payable. There remains a risk that the amounts at which the open periods are settled will be different to the amounts included in the financial statements however the directors believe that any differences are unlikely to be material.

Analysis of Group deferred tax assets and liabilities 30 September 31 March 2013 2013 £m £m (Unaudited) (Audited)

Deferred tax assets Losses 40.3 43.6 40.3 43.6 Deferred tax liabilities Deferred tax on investment properties (748.9) (806.0)

(708.6) (762.4)

9. Derivative Financial Instruments 30 September 31 March 2013 2013 £m £m (Unaudited) (Audited)

Forward foreign exchange contracts – fair value Derivatives that are designated as net investment hedges 35.0 1.9

Undesignated portion of derivatives – held for trading (3.4) (0.5) 31.6 1.4

Fair value measurements recognised in the statement of financial position The fair value of forward foreign exchange contracts is determined using quoted forward exchange rates at the reporting date and yield curves derived from quoted interest rates matching the maturities of the foreign exchange contracts.

F-11 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 10. Related party transactions

Aldersgate Investments Limited undertakes treasury management functions on behalf of the Group. Funds held and managed by Aldersgate Investments Limited on behalf the Group fluctuate over time and are available to the Group on demand. As at 30 September 2013 £32.2 million (representing £32.2m receivable and £nil m payable) was held and managed on behalf of the Group. In addition the Group has entered into a number of forward foreign exchange contracts with Aldersgate Investments Limited and as at 30 September 2013 the Group owed £34.9 million in relation to these transactions.

The net of above arrangements is an amount due to Aldersgate Investments Limited of £2.7 million as at 30 September 2013.

11. Post balance Sheet Event

On 14 November 2013 Standard & Poor’s Ratings Services assigned its ‘BBB’ long term and ‘A‐2’ short term corporate credit ratings to Global Switch.

F-12 GLOBAL SWITCH HOLDINGS LIMITED DIRECTORS’ RESPONSIBILITIES STATEMENT

The Directors are required to prepare non‐statutory financial statements for each financial year and have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. In preparing these financial statements, International Accounting Standard 1 requires that directors:

• properly select and apply accounting policies; • present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; • provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditionse on th entity's financial position and financial performance; and • make an assessment of the company's ability to continue as a going concern.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any timee th financial position of the company. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

4 F-13

INDEPENDENT AUDITOR’S REPORT TO GLOBAL SWITCH HOLDINGS LIMITED

We have audited the financial statements of Global Switch Holdings Limited (“the Company”) for the year ended 31 March 2013 which comprises of the consolidated income statement, the consolidated statement of comprehensive income, the consolidated balance sheet, the consolidated statement of changes in equity, the consolidated statement of cash flows and the related notes 1 to 26. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

Our audit work has been undertaken so that we might state to the Company in accordance with our engagement letter and solely for the purpose of the Company complying with the requirement of Listing Rule 17, those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditor As explained more fully in the Directors’ Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.

Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the group’s and the parent company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non‐financial information in the annual report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on financial statements In our opinion:

• the financial statements give a true and fair view of the state of the group’s affairs as at 31 March 2013 and of the group’s profit for the year then ended; and • the financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union.

Deloitte LLP Chartered Accountants and Statutory Auditor London, United Kingdom

16 July 2013

5 F-14 GLOBAL SWITCH HOLDINGS LIMITED CONSOLIDATED INCOME STATEMENT For the year ended 31 March 2013

Revenue Capital Total Revenue Capital Total Note Account Account 2013 Account Account 2012 £m £m £m £m £m £m

Revenue 6 340.2 ‐ 340.2 312.7 ‐312.7 Cost of sales (111.8) ‐ (111.8) (110.4) ‐(110.4) Administration expenses (4.6) ‐ (4.6) (7.2) ‐(7.2) Operating profit before other gains/(losses) 223.8 ‐ 223.8 195.1 ‐ 195.1

Revaluation gain on investment properties 12 ‐ 106.0 106.0 ‐ 694.4 694.4 Loss on disposal of investment 12 ‐ (0.9) (0.9) ‐ (0.6) (0.6) property Other gains ‐ ‐ ‐ 0.2 ‐0.2 Operating profit 7 223.8 105.1 328.9 195.3 693.8 889.1

Finance income 0.6 0.6 1.0 ‐1.0 ‐ Finance costs (30.4) ‐ (30.4) (35.7) ‐(35.7) Foreign exchange gains/(losses) 41.7 ‐ 41.7 (5.8) ‐(5.8) Other financing items (4.2) ‐ (4.2) 2.4 ‐2.4 Net finance income/(costs) 9 7.7 ‐ 7.7 (38.1) ‐(38.1) Profit before tax 231.5 105.1 336.6 157.2 693.8 851.0

Current tax (13.4) ‐ (13.4) (2.0) ‐(2.0) Deferred tax (1.5) (19.0) (20.5) (4.4) (163.7) (168.1) Tax expense 10 (14.9) (19.0) (33.9) (6.4) (163.7) (170.1) Profit for the year 216.6 86.1 302.7 150.8 530.1 680.9

The total column represents total consolidated income for the year.

The notes on pages 10 to 33 form an integral part of these financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the year ended 31 March 2013

2013 2012 £m £m Foreign exchange translation differences 30.4 (14.6) Net profit / (loss) recognised directly in equity 30.4 (14.6) Profit for the year 302.7 680.9 Gains / (losses) on a hedge of a net investment taken 10.5) 2.5 to equity Total comprehensive income for the year 322.6 668.8

The notes on pages 10 to 33 form an integral part of these financial statements.

6 F-15 GLOBAL SWITCH HOLDINGS LIMITED CONSOLIDATED BALANCE SHEET As at 31 March 2013

Note 2013 2012 £m £m Assets Non‐current assets Investment properties 12 3,783.8 3,529.7 Property, plant and equipment 13 5.1 4.3 Deferred tax 18 43.6 44.4 Derivative financial instruments 24 2.0 3,832.5 3,580.4 Current assets Trade and other receivables 14 145.1 164.3 Cash and cash equivalents 15 405.1 208.8 Derivative financial instruments 24 1.9 1.7 552.1 374.8 Total assets 4,384.6 3,955.2 Liabilities Non‐current liabilities Borrowings 17 (815.1) (684.2) Deferred tax 18 (806.0) (768.2) (1,621.1) (1,452.4) Current liabilities Borrowings 17 (1.7) (1.6) Trade and other payables 16 (137.3) (115.6) Current tax (12.8) (1.3) (151.8) (118.5) Total liabilities (1,772.9) (1,570.9) Net assets 2,611.7 2,384.3

Equity Share capital 19 ‐ ‐ Translation reserve (107.4) (152.6) Hedging reserve 25 (8.0) 2.5 Retained earnings 2,001.8 1,809.1 Other reserves 725.3 725.3 Total equity 2,611.7 2,384.3

These financial statements were approved by the Board of Directors and authorised for issue on 16 July 2013

John Corcoran Director

The notes on pages 10 to 33 form an integral part of these financial statements.

7 F-16 GLOBAL SWITCH HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY As at 31 March 2013

Share Retained Translation Hedging Other capital earnings reserve reserve reserves Total £m £m £m £m £m £m At 31 March 2011 ‐ 1,228.2 (138.0) 625.7 1,715.9 Profit for the year ‐ 680.9 ‐‐‐ 680.9 Other comprehensive income ‐ ‐ (14.6) 2.5 ‐ (12.1) Total comprehensive income ‐ 680.9 (14.6) 2.5 ‐ 668.8 Capital contribution (note 17) ‐ ‐‐‐99.6 99.6 Dividend ‐ (100.0) ‐‐‐ (100.0) At 31 March 2012 ‐ 1,809.1 (152.6) 2.5 725.3 2,384.3 Profit for the year ‐ 302.7 ‐‐‐ 302.7 Other comprehensive income ‐ ‐ 45.2 (10.5) ‐ 34.7 Total comprehensive income ‐ 302.7 45.2 (10.5) ‐ 337.4 Dividend ‐ (110.0) ‐‐‐ (110.0) At 31 March 2013 ‐ 2,001.8 (107.4) (8.0) 725.3 2,611.7

8 F-17 GLOBAL SWITCH HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 31 March 2013

Note 2013 2012 £m £m Operating activities Profit before tax 336.6 851.0 Adjustments for Finance income (0.6) (1.0) Finance costs 30.4 35.7 Other gains/(losses) 4.1 (2.4) Foreign exchange (41.7) 5.8 Depreciation charge – property, plant and 1.3 0.4 equipment Loss on disposal of investment property 0.9 0.6 Investment property revaluation (133.1) (694.4) Movement in receivables (23.4) (18.1) Movement in related party receivables 47.8 (49.7) Movement in trade payables (8.2) (0.9) Movement in related party payables 13.4 ‐ Cash generated from operations 227.5 127.0 Interest received 0.7 1.0 Tax paid ‐ ‐ Net cash flows from operating activities 228.2 128.0

Investing activities Purchase of property, plant and equipment (2.1) (2.7) Construction of and improvements to investment properties (33.1) (82.9) Net cash flows from investing activities (35.2) (85.6)

Financing activities Dividend paid (110.0) (100.0) Proceeds from bank borrowings 337.5 300.0 Repayment of bank borrowings (262.5) (290.0) Net proceeds from Bond Issue ‐ 525.2 Bonds purchased by Group company ‐ (48.1) Sales of bonds purchased by Group company 48.8 ‐ Payments to finance lease creditors (0.1) (0.3) Repayment of related party borrowings ‐ (298.7) Interest paid (27.9) (4.2) Bank charges paid (3.2) (0.3) Net cash flows from financing activities (17.4) 83.6

Net increase in cash and cash equivalents 175.6 126.0

Cash and cash equivalents at beginning of year 208.8 84.1 Exchange movements 20.7 (1.3)

Cash and cash equivalents at end of year 15 405.1 208.8

The notes on pages 10 to 33 form an integral part of these financial statements.

9 F-18 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS 1. General information

Global Switch Holdings Limited (the “Company”) is a limited company incorporated and domiciled in the British Virgin Islands. The address of its registered office is Palm Chambers, 197 Main Street, PO Box 3174, Road Town, Tortola, British Virgin Islands.

The immediate parent company is Aldersgate Investments Limited, a company incorporated and domiciled in the British Virgin Islands. The ultimate parent company is Landal Worldwide Corp, a company incorporated and domiciled in the British Virgin Islands.

2. Significant accounting policies

Basis of preparation

The consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union.

The consolidated financial statements have been prepared under the historical cost convention as modified by the valuation of investment properties and financial instruments at fair value through the profit and loss.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of the assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. It also requires the Directors to exercise their judgement in the process of applying the Group’s accounting policies. Any revisions to estimates are accounted for prospectively.

The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 4.

Going concern

Based on the Group’s cash flows forecast, available cash balances and headroom under its revolving credit facility the directors have, at the time of approving the financial statements, a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.

Basis of consolidation

The consolidated financial statements include the results of the Company and its subsidiary undertakings (the “Group”). All amounts included in revenue arise from continued operations. The results of subsidiary undertakings acquired during the year are included in the income statement from the date of acquisition and the results of subsidiary undertakings disposed of during the year are included in the income statement up to the date of disposal.

Subsidiaries are entities that are directly or indirectly controlled by the Group. Control exists where the Group has the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Where subsidiaries adopt accounting policies that are different from the Group, their reported results are restated to comply with the Group’s accounting policies. Where subsidiaries do not adopt accounting periods that are co‐terminus with the Group, results and net assets are based on accounts drawn up to the Group’s accounting reference date.

Intercompany transactions and balances between Group companies are eliminated.

10 F-19 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured at their fair value on the acquisition date. Any excess in the cost of an acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets acquired then the difference is recognised immediately in the income statement.

Performance measures

The consolidated income statement presents the results of the Group in 3 columns. The total column represents total consolidated income for the year. The capital account includes investment property revaluations, gains and losses on disposal and their related taxation. The revenue account represents total consolidated income for the year less investment property revaluations, gains and losses on disposal and their related taxation.

Foreign currency transactions and translation

Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in pounds sterling (“£”), which is the company’s and Group’s functional and presentation currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year‐end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when recognised in equity as qualifying cash flow hedges and qualifying net investment hedges.

Group companies

Assets and liabilities of overseas subsidiaries are translated at the closing rates of exchange at the balance sheet date. Trading results of overseas subsidiaries are translated at average rates of exchange. Differences resulting from the retranslation of opening net assets and results for the period at closing rates are recognised in the statement of comprehensive income.

Investment properties

The Group’s investment properties are stated at fair value, being the market value as determined by independent professionally qualified valuers. Changes in fair value are recognised in the income statement.

All costs directly associated with the purchase, construction and improvements of investment properties are capitalised.

Where an incentive (such as a rent free period) is given to a tenant, the carrying value of the investment property excludes any amount reported as a separate asset as a result of recognising rental on a straight‐line basis over the period of the lease term.

Gains and losses on disposals of investment properties are determined by comparing the proceeds on disposal, net of disposal costs, with the carrying amount, and are recognised in the income statement when the risks and rewards of ownership passes from the seller to the buyer.

11 F-20 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS Leasehold properties

Leasehold properties that are leased out to tenants under operating leases are classified as investment properties and included in the balance sheet at fair value.

The obligation to the freeholder or the superior leaseholder is included in the balance sheet at the present value of the minimum lease payments at inception. Payments to the leaseholder or superior freeholder are apportioned between a finance charge and a reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent rents payable, such as rent reviews or those related to rental income, are charged as an expense in the periods in which they are incurred.

Depreciation

In accordance with IAS 40 Investment Property, no depreciation is provided in respect of investment properties which are carried at fair value.

Tenant leases

Management has exercised judgement in considering the potential transfer of the risks and rewards of ownership in accordance with IAS 17 Leases for all properties leased to tenants and has determined that such leases are operating leases.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is charged to the income statement on a straight‐line basis over the estimated useful life as follows:

• Leasehold improvements – over the length of the lease; • Fixtures and fittings – 3 years; and • Computer equipment – 3 years.

Impairment of assets

Assets that are subject to amortisation or depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the asset's fair value less costs to sell and the asset’s value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units).

Segmental information

Whilst the Group operates in a number of geographic locations and provides add‐on services to its customers, these do not meet the definition of different segments under IFRS8 and therefore the Group has only one reportable class of business being a carrier neutral wholesale data centre provider for customers to house their IT infrastructure.

The Directors have not presented a geographic analysis of revenue and gross assets. They believe that such information is not material to the users of the financial statements particularly given the Group’s financial performance.

12 F-21 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS Revenue

Rental income from investment properties

Rental income from investment properties leased out to customers under operating leases are recognised in the income statement on a straight‐line basis over the lease term including any fixed indexation.

Lease incentives are amortised over the lease term.

Electricity revenue is recognised in the period in which the electricity was drawn by the customer and included in rental income from investment properties.

Provision of additional services

Additional services includes the leasing of sub ducts, cross connect installation and management, reporting, cleaning and access management. Revenue from additional services is recognised when the service is provided.

Income from fitting out customer areas is recognised in the income statement on a percentage completion basis when the outcome of the project can be reasonably foreseen. Provision is made in full for estimated losses. Where the outcome of the project cannot be foreseen, profit is taken on completion.

Taxation

Current and deferred tax is recognised in the income statement except where the taxation arises as a result of a transaction or event that is recognised directly in equity. Tax arising on transactions or events recognised directly in equity is charged or credited directly to equity.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method.

Deferred tax liabilities are recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying amount in the consolidated financial statements. Deferred tax assets are recognised to the extent that it is probable that taxable profits will be available in the future for them to be utilised. Such assets and liabilities are not recognised where temporary differences arise from the initial recognition of goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is determined using tax rates and laws that have been enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

Deferred tax is charged to the income statement, except when it relates to items charged or credited in other comprehensive income.

Provisions

Provisions are recognised for liabilities of uncertain timing or amount that have arisen as a result of past transactions or events.

13 F-22 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS Financial assets

The Group classifies its financial assets as loans and receivables.

These assets are non‐derivative financial assets with fixed or determinable payments that are not quoted in an active market. The Group’s loans and receivables consist of trade and other receivables and cash and cash equivalents.

Trade and other receivables

Trade receivables are recognised at initial invoiced amount less any provision for impairment, which, due to their short‐term nature, approximates to their fair value. A provision for impairment of trade receivables is established where there is significant objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. On confirmation that the trade receivable will not be collectible, the gross carrying value of the asset is written off against the associated provision.

Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks and other short‐term highly liquid investments with original maturities of three months or less.

Financial liabilities

The Group classifies its financial liabilities as other financial liabilities.

Trade and other payables

Trade and other payables are recognised at original invoice amount. Due to their short‐term nature this approximates their fair value.

Bank loans, related party borrowings and guaranteed notes

Bank loans, related party borrowings and the guaranteed notes, are recognised at fair value net of any transaction costs directly attributable to the issue of the loan. These interest bearing liabilities are subsequently measured at amortised cost.

Derivative financial instruments The Group has entered into a number of foreign exchange forward contracts to manage its exposure to foreign exchange risk as described in Note 3. One these foreign exchange forward contracts matured during the year ended 31 March 2013 and a further three were terminated prior to their maturity date.

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each balance sheet date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

A derivative with a positive fair value is recognised as a financial asset whereas a derivative with a negative fair value is recognised as a financial liability. A derivative is presented as a non‐current asset or a non‐ current liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months. Other derivatives are presented as current assets or current liabilities.

14 F-23 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS Hedges of net investments in foreign operations

The Group designates its derivative instruments as hedges of net investments in foreign operations. Hedges of net investments in foreign operations are accounted for similarly as cash flow hedges.

At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows of the hedged item.

Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in other comprehensive income and accumulated in a hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss, and is included in the ‘other gains or losses’ line item.

Note 24 sets out details of the fair values of the derivative instruments used for hedging purposes, and the movement in the hedging reserve is detailed in the consolidated statement of changes in equity.

De‐recognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Group obligations are discharged, cancelled or expire.

Lease obligations

Finance leases

Lease arrangements that transfer substantially all the risks and rewards of ownership to the lessee are treated as finance leases. Assets held under finance leases are capitalised either within investment properties or property, plant and equipment, depending on the nature of the asset. Finance leases included within property, plant and equipment are depreciated over the shorter of the lease term and the useful life of the asset. A liability is recognised at the present value of the minimum lease payments within current and/or non‐current liabilities as appropriate. Rental payments are apportioned between capital and interest expense to achieve a constant rate of interest charge on the outstanding obligation.

Operating leases

Where the Group acts as a lessee in an operating lease agreement, the lease payments are charged as an expense to the income statement on a straight‐line basis over the lease term. Lease incentives received are also recognised on a straight‐line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity.

Reserves

Translation reserve

The translation reserve represents cumulative gains or losses recognised on retranslating the net assets of overseas operations into Sterling.

Retained earnings

Retained earnings represent the cumulative net gains and losses recognised in the consolidated statement of comprehensive income.

15 F-24 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS Hedging reserves

The hedging reserve represents the cumulative amount of gains and losses on net investment hedges. The cumulative deferred gain or loss on net investment hedges is recognised in profit or loss only when the hedged transaction impacts the profit or loss, or is included as a basis adjustment to the non‐financial hedged item, consistent with the applicable accounting policy.

Other reserves

Other reserves represents the net of capital contributions from the parent company and the merger reserve which arises from the application of merger accounting.

Capital

The Group considers its capital to comprise its ordinary share capital, other reserves, translation reserve, hedging reserve, retained earnings and related party borrowings. In managing its capital, the Group’s primary objective is to ensure its continued ability to provide a consistent return for its equity shareholders through a combination of capital growth and distributions. The Group has a blend of equity funding and debt financing. The Group keeps this under review bearing in mind the risks, costs and benefits to equity shareholders of introducing additional debt finance to the Group.

Application of new IFRS's and interpretations

In the current year, the following new and revised standards and Interpretations have been adopted by the Company, none of which had a material impact on the current or prior year reported results:

Amendments to IFRS7, Financial Instruments: Disclosures – (Oct 2010) Disclosures – Transfer of Financial Assets; Amendments to IAS12, Income taxes – (Dec 2010) Deferred tax: Recovery of Underlying Assets

At the date of authorisation of these financial statements, the following Standards and Interpretations which have not been applied in these financial statements were in issue but not yet effective (and in some cases had not yet been adopted by the EU):

• IFRS 1 (amended), Severe Hyperinflation and Removal of Fixed Dates for First‐time Adopters; • IFRS 9, Financial Instruments; • IFRS 10, Consolidated Financial Statements; • IFRS 11, Joint Arrangements; • IFRS 12, Disclosures of Interest in Other Entities; • IFRS 13, Fair Value Measurement; • IAS 1 (amended), Presentation of items of Other Comprehensive Income; • IAS 19 (revised), Employee Benefits; • IAS 27 (revised), Separate Financial Statements; • IAS 28 (revised) Investment in Associates and Joint Ventures; • Annual Improvements to IFRSs: 2009‐2011 Cycle (May 2012); and • Amendments to IAS32 and IFRS7 Financial Instruments: Disclosures – (Dec 2011) Offsetting Financial Assets and Financial Liabilities.

IFRS 9 is expected to replace IAS 39 Financial Instruments: Recognition and Measurement applicable from 1 January 2015 (with early adoption permitted), subject to EU adoption. IFRS 9 in issue at the date of this report concerns classification and measurement of financial assets and liabilities. With the exception of IFRS 9 (Financial Instruments) and IFRS 13 (Fair Value Measurement) the Directors do not expect that the adoption of the other standards listed above will have a significant impact on the financial statements of the Group in future periods.

16 F-25 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS 3. Financial risk management

The Group is exposed to market risk in the form of foreign exchange risk, interest rate risk and price risk in addition to credit risk and liquidity risk. The risk management policies employed by the Group to manage these risks are discussed below.

Market risk

Foreign exchange risk

The Group operates in a number of international territories. Each jurisdiction undertakes a large proportion of its commercial transactions within its local market and in its functional currency. Foreign exchange risk arises from the small proportion of commercial transactions undertaken in currencies other than the local functional currency, from financial assets and liabilities denominated in currencies other than the local functional currency and on the Group’s net investments in foreign operations.

Group policy is for each jurisdiction to undertake commercial transactions in its own functional currency whenever possible. Where this is not possible the Group manages its cash position across the Group to minimise the need to translate currency. Cash flow forecasts are prepared covering various periods to ensure sufficient funds are available in the required currencies to meet the Group’s obligations as they fall due.

Global Switch does not currently intend to enter into hedging in relation to the interest and capital repayment associated with the €600,000,000, 5.50 per cent Guaranteed Notes due 2018 issue in April 2011.

At the current time a material risk is considered to exist in relation to EUR, AUD and SGD denominated transactions giving rise to EUR, AUD and SGD components of EBITDA.

Global Switch’s policy is to hedge the risk of changes in relevant spot exchange rate to the extent that they are expected to impact on EBITDA. Global Switch uses forward exchange contracts as hedges of net investments from foreign operations to the extent required. All derivatives are entered into with counterparties who are considered to be of acceptable creditworthiness.

The year end and average exchange rates used when translating the results for the year to Sterling were as follows: 2013 2012 Year end Average Year end Average Euro 0.84 0.86 0.83 0.83 Singapore Dollar 0.53 0.53 0.50 0.50 Australian Dollar 0.69 0.65 0.65 0.65 Hong Kong Dollar 0.08 0.08 0.08 0.08

Had the year end and average Sterling exchange rates been 5% stronger/weaker, then the impact on the Group’s financial instruments would have resulted in the profit for the year being £0.6m lower/higher (2012: £0.6m lower/higher) and would have decreased/increased equity by £0.5m (2012: £0.2m decrease/increase).

Interest rate risk

The Group’s exposure to interest rate risk arises from cash and cash equivalents, and variable interest bearing borrowings. The majority of these are at floating rates of interest or fixed deposits of less than six months. Changes in the interest rates result in changes to the interest charges or income in the income statement and to interest related cash flows. No interest rate hedging is currently undertaken by the Group or its subsidiaries.

17 F-26 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS Had the average LIBOR interest rate over the course of the year applicable to cash and cash equivalents and borrowings increased by 100bp, then the profit for the year and net assets would have increased by £1.8m (2012: increased by £0.5m). Had the average LIBOR interest rates decreased by 100bp, then the profit for the year and net assets would have decreased by £0.5m(2012: decreased by £0.3m).

Price risk

The Group does not have any equity securities in its balance sheet and it is not materially exposed to commodity price risk. Certain lease contracts include indexation clauses that are applied to rental income to offset the effect of inflation. The Group is exposed to price risk to the extent that inflation differs from the index used.

Credit risk

Credit risk is the risk that the Group will suffer financial loss as a result of counterparties defaulting on their contractual obligations. The risk arises on cash and cash equivalents, trade and other receivables and in relation to the foreign exchange forward contracts that the Company has entered into.

The Company’s credit risk on liquid funds is limited because the counterparties are banks with high credit‐ ratings assigned by international credit‐rating agencies. The group has considered the counterparty risk associated with the foreign exchange forward contracts that it has entered into.

For trade and other receivables an assessment of credit quality is made as part of the Group’s customer acceptance procedures using a combination of external rating agencies, past experience and other factors. In circumstances where credit information is unavailable or the customer is assessed as higher risk, the risk is mitigated by the use of modified payment terms, customer deposits, parent and other guarantees or in extreme circumstances through credit risk insurance. Exposure and payment performance is monitored closely at an individual customer level, with a series of escalating debt recovery actions taken where necessary.

Liquidity risk

The Group funds its activities through cash generated from its operations and, where necessary, bank borrowing. The Group’s banking facilities include a multicurrency revolving syndicated loan facility. Cash flow forecasts covering various periods from short to long‐term are prepared and reviewed on a regular basis to ensure that sufficient funds are available to meet the Group’s commitments as they fall due.

4. Critical accounting estimates and judgements

Estimates and judgements are continually evaluated and are based on historical experience as adjusted for current market conditions and other factors.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Estimate of fair value of investment properties

Investment properties are the largest component of the Group’s net asset value. The value of the investment properties is affected by the conditions prevailing in the property investment market and the general economic environment. Accordingly, the Group’s net asset value can change due to external factors beyond Management’s control.

18 F-27 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS The Group determines the value of investment properties using discounted cash flow valuation techniques performed by external professionally qualified valuers. The Group uses assumptions that are mainly based on market conditions existing at each balance date.

Taxation

The Group is subject to tax in a number of jurisdictions and judgement is required in determining the worldwide provision for income taxes. The group provides for future liabilities in respect of uncertain tax positions where additional tax may become payable in future periods and such provisions are based on management’s assessment of exposures.

5. Financial instruments

The principal financial instruments used by the Group are as follows:

• Trade receivables; • Other receivables; • Cash and cash equivalents; • Trade payables; • Other payables; • Accruals; • Floating rate bank loans; • Guaranteed notes; • Derivatives; and • Related party borrowings.

A summary of the financial instruments held by category is provided below:

Financial assets Notes Loans and receivables 2013 2012 £m £m Trade receivables 14 54.8 42.8 Other receivables 14 2.9 2.0 Amounts due from related parties 14 5.3 53.1 Cash and cash equivalents 15 405.1 208.8 468.1 306.7

Financial liabilities Financial liabilities at amortised cost 2013 2012 £m £m Trade payables 16 8.6 8.0 Social security and other taxation 16 4.8 6.1 Accruals 16 56.3 56.9 Other payables 16 7.9 6.9 Amounts due to related parties 16 13.4 ‐ Bank loans and borrowings 17 816.8 685.8 907.8 763.7

19 F-28 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS A summary of the impact of the financial instruments by category in the income statement and equity is provided below: Notes Income Statement 2013 2012 £m £m Loans and receivables 9 0.6 1.0 Financial liabilities 9 (30.4) (35.7) Derivatives 9 (4.2) 1.2 (34.0) (33.5)

Notes Equity Statement 2013 2012 £m £m Derivatives 25 (10.5) 2.5 (10.5) 2.5

6. Revenue

The Group’s revenue arises from the following:

2013 2012 £m £m Rental income from investment properties 317.7 289.8 Provision of services 22.5 22.9 340.2 312.7

The Group’s customer base is broad and diversified with only one customer accounting for more than 10% of the Groups contracted annualised revenue and this customer is contractually and geographically diversified having entered into multiple contracts across seven of the Group’s data centres.

7. Operating profit

Operating profit is stated after charging / (crediting):

Notes 2013 2012 £m £m Employee benefit expense 8 13.1 12.1 Depreciation of property, plant and equipment 13 1.3 0.4 Direct operating expenses – Property 98.5 98.2 Operating lease expense ‐ Property 0.2 0.2 Loss on disposal of investment property ‐ 0.6 Loss on disposal of property, plant and equipment 0.9 ‐ Other administrative expenses 4.2 6.8 Revaluation gain on investment properties 12 (106.0) (694.4)

20 F-29 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS

Services provided by the Group’s auditor

During the year the Group obtained the following services from the Group’s auditor at costs detailed below:

2013 2012 £m £m Audit of Group financial statements 0.1 0.1 Audit of financial statements of subsidiaries 0.2 0.1 Total audit services 0.3 0.2 Other services ‐ 0.1 Total non‐audit services ‐ 0.1 Total 0.3 0.3

8. Employee benefit costs

The number of full‐time equivalent people (including executive directors) employed by the Group

2013 2013 2012 2012 Average Year end Average Year end Number Number Number Number

Property management 67 71 52 61 Sales 21 21 18 19 Administration 52 54 53 52 Group total 140 146 123 132

Aggregate employee benefit costs of those people amounted to: 2013 2012 £m £m Wages and salaries 9.9 9.5 Performance related bonus 1.0 0.8 Social security costs 1.4 1.1 Retirement benefit costs – defined contribution schemes 0.8 0.7 13.1 12.1

9. Net finance costs 2013 2012 £m £m Bank and other interest 0.6 1.0 Finance income 0.6 1.0 Interest payable on bank loans (0.5) (1.2) Interest payable on related party loans ‐ (1.5) Interest payable on guaranteed notes (27.3) (30.7) Bank loan facility fee (1.9) (1.4) Amortisation of costs and discount on issue (0.7) (0.9) Finance costs (30.4) (35.7) Foreign exchange 41.7 (5.8) gains/(losses) Gain on undesignated portion of net (4.2) 1.2 investment hedge Gain on disposal of guaranteed notes ‐ 1.2 Other gains and losses (4.2) 2.4

Net finance income/(costs) 7.7 (38.1)

21 F-30 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS 10. Tax a) Analysis of charge for the year 2013 2012 £m £m Current tax expense On net income before revaluations 13.4 2.0 Total current tax expense 13.4 2.0

Deferred tax expense Current period 31.8 186.3 Adjustment in respect of (2.1) (4.6) other periods Reduction in tax rate (9.2) (13.6) Total deferred tax expense 20.5 168.1

Tax expense 33.9 170.1 b) Factors affecting tax charge for the year 2013 2012 £m £m Profit before tax 336.6 851.0

Tax calculated at the domestic rate applicable to the profits in the country concerned 58.4 196.3 GAAP differences (9.1) (9.8) Permanent differences (13.7) (11.7) Losses carried forward 8.0 17.5 Other deferred tax adjustments 1.6 (4.0) Adjustment in respect of prior periods (2.1) (4.6) Reduction in tax rate (9.2) (13.6) Tax charge 33.9 170.1

The effective UK tax rate changed on 1 April 2013 to 23% from 24%. This impacts the deferred tax and is reflected in reduction in tax rate above.

The weighted average of statutory tax rates was 17.9% (2012: 23.0%).

The change from 2012 to 2013 was primarily due to an increase in the proportion of income arising in the entities resident in jurisdictions with lower tax rates as well as the reduction in the UK corporation tax rate from 26% to 24% for the year.

Certain companies in the Group have tax periods that remain open. In preparing the financial statements the directors have made an assessment of the likelihood of any liabilities arising in relation to these open periods and have made provisions for amounts that they believe will be payable. There remains a risk that the amounts at which open periods are settled will be different to the amounts included in the financial statements however the directors believe that any differences are unlikely to be material.

11. Dividends 2013 2012 £m £m Amounts recognised as distributions to equity holders in the period: Final dividend paid 110.0 100.0 110.0 100.0

Final dividend for the year ended 31 March 2013 represents £55.0m per share (2012: £50.0m per share).

22 F-31 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS 12. Investment properties

2013 2012 £m £m At 1 April 2012 3,516.5 2,793.5 Additions 60.2 83.5 Disposals ‐ (0.6) Revaluation adjustment 106.0 694.4 Difference on exchange 87.9 (54.3) At 31 March 2013 3,770.6 3,516.5 Finance lease assets 13.2 13.2 At 31 March 2013 3,783.8 3,529.7

Investment properties are stated at market value as at 31 March 2013, valued by professionally qualified external valuers. The Group’s properties were valued by CBRE Limited who have sufficient current local and national knowledge of the particular property market involved, and have the skills and understanding to undertake the valuations competently. The valuations were prepared in accordance with the RICS Valuation Standards. Market value is defined as the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm's length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. Market value has been primarily derived using comparable recent market transactions on arm’s length terms.

Finance lease assets of £13.2m are split between current £1.7m and non‐current £11.5m, with corresponding liabilities shown in obligations under finance leases in the table below.

Valuation fees are based on a fixed amount agreed by the Group and the valuers and are independent of the property value.

The table below shows a reconciliation of the amounts shown in the balance sheet in respect of investment property assets and liabilities to the valuation prepared by the valuers.

2013 2012 £m £m Investment properties 3,783.8 3,529.7 Accrued income included in trade and other receivables 72.1 56.7 Obligations under finance leases included in current borrowings (1.7) (1.6) Obligations under finance leases included in non‐current borrowings (11.5) (11.6) Investment properties at valuation 3,842.7 3,573.2

The following table sets out the split of investment properties between freehold and leasehold properties:

2013 2012 £m £m Freehold 2,888.9 2,687.5 Leasehold 953.8 885.7 Investment properties at valuation 3,842.7 3,573.2

23 F-32 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS As at 31 March 2012 the Group had capital commitments in relation to expenditure on investment properties as follows:

2013 2012 £m £m Capital commitments 34.0 32.0

Losses on disposal of investment property as disclosed in the Consolidated Income Statement relate to the write off of assets within the investments properties that have been replaced during the financial year and do not relate to the disposal of any of the Group’s investment properties.

13. Property, plant and equipment

Leasehold Fixtures Assets improve and Computer under ‐ments fittings equipment construction Total £m £m £m £m £m Cost At 31 March 2011 0.2 1.5 2.4 1.8 5.9 Additions 0.1 ‐ 0.1 1.9 2.1 Disposals ‐‐‐‐ ‐ Transfers ‐‐‐‐ ‐ Difference on exchange ‐‐‐‐ ‐ At 31 March 2012 0.3 1.5 2.5 3.7 8.0 Additions ‐‐0.1 1.1 1.2 Disposals ‐‐(0.1) ‐ (0.1) Transfers ‐‐‐‐ ‐ Difference on exchange ‐‐‐‐ ‐ At 31 March 2013 0.3 1.5 2.5 4.8 9.1

Accumulated depreciation At 31 March 2011 0.2 1.5 1.7 ‐ 3.4 Disposals ‐‐(0.1) ‐ (0.1) Charge for the year 0.1 ‐ 0.3 ‐ 0.4 Difference on exchange ‐‐‐‐ ‐ At 31 March 2012 0.3 1.5 1.9 ‐ 3.7

Disposals ‐‐(0.1) ‐ (0.1) Charge for the year ‐‐0.4 ‐ 0.4 Difference on exchange ‐‐‐‐ ‐ At 31 March 2013 0.3 1.5 2.2 ‐ 4.0

Net book amount At 31 March 2013 ‐‐0.3 4.8 5.1 At 31 March 2012 ‐‐0.6 3.7 4.3

The Group did not have any capital commitments in respect of property, plant and equipment at 31 March 2013 (2012: £nil).

24 F-33 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS 14. Trade and other receivables

2013 2012 £m £m Current Trade receivables ‐ gross 55.9 44.2 Provision for impairment of trade receivables (1.1) (1.4) Trade receivables ‐ net 54.8 42.8 Other receivables 2.9 2.0 Amounts due from related parties 5.3 53.1 Prepayments and accrued income 82.1 66.4 145.1 164.3

The directors consider the carrying amount of trade and other receivables approximates their fair value.

At 31 March 2013 £46.3m (2012: £32.0m) of trade receivables were within normal payment terms and considered to be fully performing. A further £9.6m (2012: £12.2m) were past the due date of which £4.7m (2012: £5.0m) was overdue by 3 months or more. The ageing of trade debtors past their due date is as follows:

30 Days 60 Days 90 + Days Total £m £m £m £m Trade debtors – past due date 4.9 1.4 3.3 9.6

Movements in the provision for impairment of trade receivables were as follows: 2013 2012 £m £m Provision for impairment at beginning of year (1.4) (0.5) Increase in provisions (0.5) (1.2) Release of provisions 0.8 0.3 Provision for impairment at end of year (1.1) (1.4)

15. Cash and cash equivalents

2013 2012 £m £m Cash at bank and in hand 402.3 203.8 Customer deposits 2.3 2.9 Restricted cash 0.5 2.1 405.1 208.8

Restricted cash represents cash held in escrow in relation to commitments due under the terms of the construction contract for the development of the Group’s data centre in Paris (Paris West).

16. Trade and other payables 2013 2012 £m £m Trade payables 8.6 8.0 Social security and other taxation 4.8 6.1 Accruals 56.3 56.9 Deferred income 46.3 37.7 Amounts due to related parties 13.4 ‐ Other payables 7.9 6.9 137.3 115.6

25 F-34 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS The directors consider the amount of trade and other payables approximates their fair value. All trade and other payables are payable within one year.

17. Borrowings

2013 2012 £m £m Current Obligations under finance leases 1.7 1.6 Current borrowings 1.7 1.6

Non‐current Bank loans 297.5 223.9 Obligations under finance leases 11.5 11.6 Guaranteed notes 506.1 448.7 Non‐current borrowings 815.1 684.2 Total borrowings 816.8 685.8

The directors consider the carrying amount of the bank loans, related party borrowings and finance lease obligations approximates their fair value while, based on the quoted mid‐point of the bid and offer price as at 31 March 2013 the fair value of the 5.5% guaranteed notes was £572.7m (2012: £474.2m).

The bank loans represent drawings of £300.0m (2012: £225.0m) under the £300.0m multicurrency revolving credit facility (2012: £225.0m multicurrency revolving credit facility). Capitalised and unamortised loan arrangement fees of £2.5m (2012: £1.2m) are offset against the principal debt outstanding. Interest on bank loans is charged at floating rates of interest by reference to either LIBOR or EURIBOR plus a margin. The loan facility includes a number of financial covenants. The guarantors under the loan facility are set out in note 23.

At 31 March 2013 the revolving credit facility was fully drawn (2012: fully drawn). On 6 November 2012 the Group increased the size of the revolving credit facility with its existing lenders from £225 million to £300 million and the maximum final maturity date of the revolving credit facility was extended from 23 March 2016 to 23 March 2017

In November and December 2011, Brookset 18 Limited, a wholly‐owned subsidiary of Global Switch Holdings Limited, purchased 5.5% guaranteed notes with a notional value of €57.7 million in a series of transactions. For the purposes of the consolidated financial statements as at 31 March 2012 the 5.5% guaranteed notes due in 2018 are shown net of the notes held by Brookset 18 Limited.

In the year ending 31 March 2013 Brookset 18 Limited sold all of the 5.5% guaranteed notes that it had purchased generating a cash gain of €5.2 million which is recognised over the term of the bonds.

The Group’s borrowings are denominated in the following currencies:

Obligations Guaranteed Related under Notes Bank party Finance 2013 loans borrowings leases Total £m £m £m £m £m Sterling 297.5 ‐‐ ‐297.5 Singapore dollars ‐‐6.0 ‐6.0 Australian dollars ‐‐‐ ‐‐ Euro ‐‐7.2 506.1 513.3 297.5 ‐ 13.2 506.1 816.8

26 F-35 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS Obligations Guaranteed Related under Notes Bank party Finance 2012 loans borrowings leases Total £m £m £m £m £m Sterling 223.9 ‐‐ ‐223.9 Singapore dollars ‐ ‐ 5.8 ‐5.8 Australian dollars ‐‐‐ ‐‐ Euro ‐‐7.4 448.7 456.1 223.9 ‐ 13.2 448.7 685.8

The minimum lease payments under finance leases fall due as follows:

2013 2012 £m £m Within one year 1.7 1.6 Between one and five years 7.0 6.9 More than five years 11.7 13.5 20.4 22.0 Future finance charges (7.2) (8.8) Present value of finance lease payables 13.2 13.2

Liquidity and interest risk tables The following tables detail the Group’s remaining contractual maturity for its non‐derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. For 2013 the amounts shown in the table below under variable interest rate instruments the amounts shown as repaid within one year represent amounts repaid under the £300.0m multicurrency revolving credit facility between 31 March 2013 and the date of signing of the Annual Report and Financial Statements. The table includes both interest and principal cash flows.

Weighted average Between Between effective Within one one and two two and More than interest rate year years five years five years Total % £m £m £m £m £m 2013 Trade and other payables 89.9 ‐‐ ‐89.9 Bank loans and borrowings‐ variable interest rate 1.80% 218.5 1.5 84.5 ‐ 304.5 instrument Bank loans and borrowings‐ Fixed interest rate 5.50% 27.5 27.5 82.6 502.3 639.9 instruments 335.9 29.0 167.1 502.3 1,034.3 2012 Trade and other payables 71.5 ‐‐ ‐71.5 Bank loans and borrowings‐ variable interest rate 1.80% 136.8 91.6 ‐ ‐ 228.4 instrument Bank loans and borrowings‐ Fixed interest rate 5.50% 27.5 27.5 82.6 529.8 667.4 instruments 235.8 119.1 82.6 529.8 967.3

27 F-36 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS 18. Deferred tax

The movement on the deferred tax account is as follows:

2013 2012 £m £m At 1 April (723.8) (567.6) Recognised in profit and loss Deferred tax expense (20.5) (168.1) Recognised in other comprehensive income Foreign exchange losses (18.1) 11.9 At 31 March (762.4) (723.8)

Analysis of Group deferred tax assets and liabilities:

2013 2012 £m £m Deferred tax assets Losses 43.6 44.4 43.6 44.4

Deferred tax liabilities Deferred tax on investment properties (806.0) (768.2) (806.0) (768.2)

(762.4) (723.8)

At 31 March 2013 the group had cumulative losses of £411.3m (2012: £432.2m) in relation to historic trading losses arising in entities registered in Luxembourg. A deferred tax asset has not been recognised in relation to these losses as the directors do not believe that it is probable that sufficient profits will arise in the future to enable the losses to be utilised. During the year the UK Government announced reductions in the corporation tax rate over the following year. The 23% tax rate in respect of year commencing 1 April 2013 will reduce to 21% for the year commencing 1 April 2014. The impact of the announced reduction in tax rate to the financial statements is estimated to be a reduction in deferred tax liabilities of £19.1m with respect to the UK companies in the Group based on the deferred tax balance as at 31 March 2013.

19. Share Capital

2013 2012 Number £m Number £m Authorised ordinary shares of US $1 each At 1 April and 31 March 50,000 ‐ 50,000 ‐ Issued, allotted and fully paid ordinary shares of US $1 each At 1 April and 31 March 2 ‐ 2 ‐

The Company has one class of ordinary shares which carry no right to fixed income.

Each share of the Company confers upon the Shareholder:

• The right to one vote at a meeting of the Shareholders of the Company or on any Resolution of the Shareholders; • The right to an equal share in any dividend paid by the Company; and • The right to an equal share in the distribution of the surplus assets of the Company.

28 F-37 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS 20. Operating Leases

Operating leases where the Group acts as lessee

The total value of future lease payments due under property operating leases are as follows:

2013 2012 £m £m Less than one year 0.2 0.2 Between one and five years 1.1 0.8 After more than five years 1.0 0.3 2.3 1.3

Operating leases where the Group acts as lessor

The total value of future lease payments receivable under property operating leases are as follows:

2013 2012 £m £m Less than one year 224.0 217.1 Between one and five years 801.9 869.9 After more than five years 331.3 425.5 1,357.2 1,512.5

21. Analysis of movements in net debt

At 31 Other At 31 March Cash non‐cash Exchange March 2012 flow changes movement 2013 £m £m £m £m £m Cash and cash equivalents 208.8 175.6 ‐ 20.7 405.1 Bank borrowings due after one year (225.0) (75.0) ‐ ‐ (300.0) 5.5% guaranteed notes due (450.5) (48.8) (6.8) (506.1) 2018 Capitalised loan fees 2.9 (0.4) ‐ ‐ 2.5 Finance leases (13.2) 0.1 (0.1) ‐(13.2) (477.0) 51.5 (0.1) 13.9 (411.7)

22. Related party transactions

Details of the Company’s principal subsidiaries are shown in note 23.

Group year end balances

2013 2012 £m £m Amount due from related parties – current (note 14) 5.3 53.1 5.3 53.1 Amounts due to related parties – current (note 16) 13.4 ‐ 13.4 ‐

Aldersgate Investments Limited undertakes treasury management functions on behalf of the Group. Funds held and managed by Aldersgate Investments Limited on behalf the Group fluctuate over time and are available to the Group on demand. As at 31 March 2013 there was an amount due to Aldersgate

29 F-38 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS Investments Limited of £0.6m in relation to this arrangement. In addition the Group has entered into a number of forward foreign exchange contracts with Aldersgate Investments Limited and as at 31 March 2013 the Group owed £12.9m in relation to these transactions.

Included in trade and other receivables are amounts due from Motcomb Estates Limited of £5.3m. Motcomb Estates Limited is considered to be a related party due to a Director of this company being a director of a number of subsidiaries of the Group and the balance as at 31 March 2013 arose from transaction in the ordinary course of business.

Group related party interest

2013 2012 £m £m Interest payable on related party borrowings (note 9) ‐ (1.5)

Key management compensation

Key management comprises the Executive Committee, which includes the Executive Chairman, the Chief Operating Officer, the Chief Financial Officer and the Regional Chief Executive Officer, Asia Pacific. The compensation borne by the Group for key management is:

2013 2012 £m £m Salaries 0.7 0.8 Performance related bonus 0.1 0.1 Retirement benefit costs 0.1 ‐ 0.9 0.9

Principal subsidiaries

Details of the principal subsidiaries of the Group and the Company are included in Note 23.

Foreign exchange forward contracts

On 1 October 2011 the Company entered into a series of foreign exchange contracts with its immediate parent company Aldersgate Investments Limited in order to mitigate the foreign exchange risk arising from fluctuations in the Euro, Singapore Dollar and Australian Dollar for the financial years ended 31 March 2012, 31 March 2013 and 31 March 2014. During the year ended 31 March 2013 the foreign exchange contracts entered into for the Australian Dollar for the financial years ended 31 March 2013 and 31 March 2014 were terminated together with the Singapore Dollar foreign exchange contract for the year ended 31 March 2014. As set out in Note 26 new foreign exchange contracts were entered into following the year ended 31 March 2013.

30 F-39 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS 23. Subsidiary undertakings

The following companies were subsidiary undertakings as at 31 March 2013:

Country of Nature of business registration / incorporation

Global Switch Limited (2,3) England and Wales Ownership and operation of real estate Brookset 18 Limited British Virgin Islands Holding company Brookset 20 Limited (2,3) British Virgin Islands Holding company Global Switch Estates 1 Limited (1,2,3) England and Wales Ownership and operation of real estate Global Switch Estates 2 Limited (1,2,3) England and Wales Ownership and operation of real estate Global Switch (London) Limited (1) England and Wales Ownership and operation of real estate Global Switch (London No. 2) Limited (1) England and Wales Ownership and operation of real estate Duelguide (Bond Street) Limited (1) England and Wales Holding company Duelguide RL Limited (1) England and Wales Holding company Global Switch (General Partner) Limited (1) England and Wales Holding company The Global Switch Limited Partnership (1) England and Wales Ownership and operation of real estate Global Switch Facilities Management Limited (1) England and Wales Non‐operating company Echo Property Investments Limited (1) Isle of Man Non‐operating company Chatham Property SA (1) British Virgin Islands Non‐operating company Global Switch Services B.V. (1) Netherlands Non‐operating company Global Switch Amsterdam Property B.V. (1,2,3) Netherlands Operating Company Global Switch Amsterdam B.V. (1,2) Netherlands Ownership and operation of real estate Global Switch Rotterdam Property B.V. (1) Netherlands Non‐operating company Global Switch PropertyHolding B.V. (1,2) Netherlands Holding Company ICT Centre Holding B.V. (1,2,3) Netherlands Holding Company ICT Centre France B.V. (1,2,3) Netherlands Holding Company Global Switch Cooperatief UA (1,2,3) Netherlands Holding Company GS (NA) Holdings NV (1) Netherlands Antilles Holding Company GS (NA) Company NV (1) Netherlands Antilles Holding Company Global Switch Property (Germany) GmbH (1) Germany Holding Company Global Switch Verwaltungs GmbH (1) Germany Ownership and operation of real estate Global Switch FM GmbH (1) Germany Ownership and operation of real estate CarrierHaus GmbH (1) Germany Ownership and operation of real estate Global Switch Germany (haftungsbeschrankt) (1) Germany Holding Company Global Switch European Holdings S.a.r.l. (1) Luxembourg Holding Company Duelguide (Global Switch) S.a.r.l. (1) Luxembourg Holding company Global Switch Paris SAS (1,2,3) France Ownership and operation of real estate Global Switch France Holdings SAS (1,2,3) France Holding Company Global Switch Property Madrid S.L. (1) Spain Ownership and operation of real estate Bento Spain S.L. (1) Spain Holding Company Global Switch (Property) Singapore Pte Limited (1,2,3) Singapore Ownership and operation of real estate Global Switch Singapore Holdings Pte Limited (1,2,3) Singapore Holding Company Global Switch Property (Australia) Pty Limited (1,2,3) Australia Ownership and operation of real estate Global Switch Australia Pty Limited (1,2,3) Australia Ownership and operation of real estate Global Switch Australia Holdings Pty Limited (1,2,3) Australia Holding Company Global Switch Property Pty Limited (1,2,3) Australia Non‐operating company Global Switch Hong Limited (1) Hong Kong Ownership and operation of real estate

(1) Owned by a company other than Global Switch Holdings Limited. (2) Guarantor under the €600m 5.50% guaranteed notes. (3) Guarantor under the £225.0m multicurrency revolving credit facility.

The percentage of the issued share capital held by the Group is equivalent to the proportion of voting rights held.

31 F-40 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS All of the above operate in the country of registration / incorporation.

The Group owns 100% of the ordinary share capital of all of the subsidiaries, except for Global Switch Verwaltungs GmbH in which it holds 94% of the ordinary share capital.

24. Derivative financial instruments

At 31 March 2013 Current Non‐current Total £m £m £m Forward foreign exchange contracts – fair value Derivatives that are designated as net investment hedges 1.9 ‐ 1.9 Undesignated portion of derivatives – held for trading (0.1) ‐ (0.1) 1.8 ‐ 1.8

At 31 March 2012 Current Non‐current Total £m £m £m Forward foreign exchange contracts – fair value Derivatives that are designated as net investment hedges 1.1 1.4 2.5 Undesignated portion of derivatives – held for trading 0.6 0.6 1.2 1.7 2.0 3.7

Fair value measurements recognised in the statement of financial position As at 31 March 2013 the notional principal amount of the forward contract exchange contracts designated as hedges of net investments in foreign operations was £74.1m (2012: £142.5m). The amounts held in equity will be released to the income statement on disposal of the foreign operation.

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into levels 1 to 3 based on the degree to which the fair value is observable:

• Level 1 fair value adjustments are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities. The Group did hold any financial instruments for which the fair value is calculated on this basis.

• Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). The fair value of forward foreign exchange contracts is determined using quoted forward exchange rates at the reporting date and yield curves derived from quoted interest rates matching the maturity of the foreign exchange contracts.

• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the assets or liability that are not based on observable market data (unobservable inputs). The Group did not hold any financial instruments for which the fair value is calculated on this basis.

There have been no transfers between these categories during the year ended 31 March 2013 or 31 March 2012.

32 F-41 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS

Level 1 Level 2 Level 3 Total £m £m £m £m 2013 Financial assets ‐ foreign currency contracts ‐ 1.8 ‐1.8 Total assets measured at fair value ‐ 1.8 ‐1.8

2012 Financial assets ‐ foreign currency contracts ‐ 3.7 ‐3.7 Total assets measured at fair value ‐ 3.7 ‐3.7

The carrying value less impairment provision of trade and other receivables and payables approximate their fair values due to their short‐term nature.

25. Hedging reserve Hedging Reserve £m Balance at 1 April 2012 2.5 Loss on net investment hedge (10.5) Balance at 31 March 2013 (8.0)

The hedging reserve represents the cumulative amount of gains and losses on net investment hedges. The cumulative deferred gain or loss on net investment hedges is recognised in profit or loss only when the hedged transaction impacts the profit or loss, or is included as a basis adjustment to the non‐financial hedged item, consistent with the applicable accounting policy.

26. Events after the reporting period

On 5 April 2013 the Company entered into further foreign exchange contracts with its parent company Aldersgate Investments Limited in order to mitigate the foreign exchange risk arising from fluctuations in the Singapore Dollar and Australian Dollar for the financial years ended 31 March 2014 and 31 March 2015.

33 F-42 GLOBAL SWITCH HOLDINGS LIMITED DIRECTORS’ RESPONSIBILITIES STATEMENT

The Directors are required to prepare financial statements for each financial year and have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. In preparing these financial statements, International Accounting Standard 1 requires that directors:

• properly select and apply accounting policies; • present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; • provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and • make an assessment of the company's ability to continue as a going concern.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

4

F-43

INDEPENDENT AUDITOR’S REPORT TO THE DIRECTORS OF GLOBAL SWITCH HOLDINGS LIMITED

We have audited the financial statements of Global Switch Holdings Limited for the year ended 31 March 2012 which comprise the consolidated income statement, the consolidated statement of comprehensive income, the consolidated balance sheet, the consolidated statement of changes in equity, the consolidated statement of cash flows and the related notes. 1 to 26 The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditor As explained more fully in the Directors’ Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion one th financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.

Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the group’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non‐financial information in the annual report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on financial statements In our opinion: • the financial statements give a true and fair view of the state of the group’s affairs as at 31 March 2012 and of the group’s profit for the year then ended; and • the financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union.

Deloitte LLP Chartered Accountants London, United Kingdom

13 July 2012

5 F-44 GLOBAL SWITCH HOLDINGS LIMITED CONSOLIDATED INCOME STATEMENT For the year ended 31 March 2012

Revenue Capital Total Revenue Capital Total Notes Account Account 2012 Account Account 2011 £m £m £m £m £m £m

Revenue 6 312.7 ‐ 312.7 258.2 ‐258.2 Cost of sales (110.4) ‐ (110.4) (93.6) ‐(93.6) Administration expenses (7.2) ‐ (7.2) (4.2) ‐(4.2) Operating profit before other gains/(losses) 195.1 ‐ 195.1 160.4 ‐ 160.4

Revaluation gain on investment properties 12 ‐ 694.4 694.4 ‐ 365.1 365.1 Loss on disposal of investment ‐ (0.6) (0.6) ‐ (1.6) (1.6) property Other gains 0.2 ‐ 0.2 ‐ 0.1 0.1 Operating profit 7 195.3 693.8 889.1 160.4 363.6 524.0

Finance income 1.0 ‐ 1.0 0.9 ‐0.9 Finance costs (35.7) ‐ (35.7) (65.3) ‐(65.3) Foreign exchange gains/(losses) (5.8) ‐ (5.8) 68.8 ‐68.8 Other gains and losses 2.4 ‐ 2.4 ‐ ‐ ‐ Net finance income/(costs) 9 (38.1) ‐ (38.1) 4.4 ‐4.4 Profit before tax 157.2 693.8 851.0 164.8 363.6 528.4

Current tax (2.0) ‐ (2.0) (0.6) ‐(0.6) Deferred tax (4.4) (163.7) (168.1) 3.5 (99.4) (95.9) Tax expense 10 (6.4) (163.7) (170.1) 2.9 (99.4) (96.5) Profit for the year 150.8 530.1 680.9 167.7 264.2 431.9

The total column represents total consolidated income for the year.

The notes on pages 10 to 33 form an integral part of these financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the year ended 31 March 2012

2012 2011 £m £m Foreign exchange translation differences (14.6) (49.0) Net loss recognised directly in equity (14.6) (49.0) Profit for the year 680.9 431.9 Gains / (losses) on a hedge of a net investment taken 2.5 ‐ to equity Total comprehensive income for the year 668.8 382.9

The notes on pages 10 to 33 form an integral part of these financial statements.

6 F-45 GLOBAL SWITCH HOLDINGS LIMITED CONSOLIDATED BALANCE SHEET As at 31 March 2012

Notes 2012 2011 £m £m Assets Non‐current assets Investment properties 12 3,529.7 2,805.4 Property, plant and equipment 13 4.3 2.5 Deferred Tax 18 44.4 51.0 Derivative financial instruments 24 2.0 ‐ 3,580.4 2,858.9 Current assets Trade and other receivables 14 164.3 97.1 Cash and cash equivalents 15 208.8 84.1 Derivative financial instruments 24 1.7 ‐ 374.8 181.2 Total assets 3,955.2 3,040.1 Liabilities Non‐current liabilities Borrowings 17 (684.2) (621.5) Deferred tax 18 (768. 2) (618.6) (1,452.4) (1,240.1) Current liabilities Borrowings 17 (1.6) (1.4) Trade and other payables 16 (115.6) (80.9) Current tax (1.3) (1.8) (118.5) (84.1) Total liabilities (1,570.9) (1,324.2) Net assets 2,384.3 1,715.9

Equity Share capital 19 ‐‐ Translation reserve (152.6) (138.0) Hedging reserve 25 2.5 ‐ Retained earnings 1,809.1 1,228.2 Other reserves 725.3 625.7 Total equity 2,384.3 1,715.9

These financial statements were approved by the Board of Directors and authorised for issue on 13 July 2012.

Alexander Bushaev Director

The notes on pages 10 to 33 form an integral part of these financial statements.

7 F-46 GLOBAL SWITCH HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the year ended 31 March 2012

Share Retained Translation Hedging Other capital earnings reserve reserve reserves Total £m £m £m £m £m £m At 31 March 2010 ‐796.3 (89.0) ‐ 625.7 1,333.0 Profit for the year ‐431.9 ‐ ‐431.9 Other comprehensive income ‐‐(49.0) ‐(49.0) Total comprehensive income 431.9 (49.0) 382.9 At 31 March 2011 ‐1,228.2 (138.0) 625.7 1,715.9 Profit for the year ‐ 680.9 ‐‐ ‐680.9 Other comprehensive income ‐‐(14.6) 2.5 ‐(12.1) Total comprehensive income ‐ 680.9 (14.6) 2.5 ‐668.8 Capital contribution (note 17) ‐‐ ‐‐ 99.6 99.6 Dividend ‐ (100.0) ‐‐ (100.0) At 31 March 2012 ‐1,809.1 (152.6) 2.5 725.3 2,384.3

The notes on pages 10 to 33 form an integral part of these financial statements.

8

F-47 GLOBAL SWITCH HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 31 March 2012

Note 2012 2011 £m £m Operating activities Profit before tax 851.0 528.8 Adjustments for Finance income (1.0) (0.9) Finance costs 35.7 65.3 Other gains / (losses) (2.4) ‐ Foreign exchange 5.8 (69.2) Depreciation charge – property, plant and 0.4 0.5 equipment Loss on disposal of investment property 0.6 1.6 Investment property revaluation (694.4) (365.1) Movement in receivables (67.8) (15.4) Movement in payables (0.9) 16.3 Cash generated from operations 127.0 161.9 Interest received 1.0 0.9 Tax paid ‐ ‐ Net cash flows from operating activities 128.0 162.8

Investing activities Purchase of property, plant and equipment (2.7) (1.6) Construction of and improvements to investment (82.9) (85.7) properties Net cash flows from investing activities (85.6) (87.3)

Financing activities Dividend paid (100.0) ‐ Proceeds from bank borrowings 300.0 175.0 Repayment of bank borrowings (290.0) (110.0) Net proceeds from Bond Issue 525.2 ‐ Bonds purchased by Group company (48.1) ‐ Payments to finance lease creditors (0.3) (1.3) Proceeds from related party borrowings ‐ 50.0 Repayment of related party borrowings (298.7) (202.2) Interest paid (4.2) (1.2) Bank charges paid (0.3) (1.6) Net cash flows from financing activities 83.6 (91.3)

Net increase/(decrease) in cash and cash 126.0 (15.8) equivalents

Cash and cash equivalents at beginning of year 84.1 99.3 Exchange movements (1.3) 0.6

Cash and cash equivalents at end of year 15 208.8 84.1

The notes on pages 10 to 33 form an integral part of these financial statements.

9 F-48 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS 1. General information

Global Switch Holdings Limited (the “company”) is a limited company incorporated and domiciled in the British Virgin Islands. The address of its registered office is Palm Chambers, 197 Main Street, PO Box 3174, Road Town, Tortola, British Virgin Islands.

The immediate parent company is Aldersgate Investments Limited, a company incorporated and domiciled in the British Virgin Islands. The ultimate parent company is Landal Worldwide Corp, a company incorporated and domiciled in the British Virgin Islands.

2. Significant accounting policies

Basis of preparation

The consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union.

The consolidated financial statements have been prepared under the historical cost convention as modified by the valuation of investment properties and financial instruments at fair value through the profit and loss.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of the assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. It also requires the Directors to exercise their judgement in the process of applying the Group’s accounting policies. Any revisions to estimates are accounted for prospectively.

The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 4.

Basis of consolidation

The consolidated financial statements include the results of the company and its subsidiary undertakings (the “Group”). The results of subsidiary undertakings acquired during the year are included in the income statement from the date of acquisition and the results of subsidiary undertakings disposed of during the year are included in the income statement up to the date of disposal.

Subsidiaries are entities that are directly or indirectly controlled by the Group. Control exists where the Group has the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Where subsidiaries adopt accounting policies that are different from the Group, their reported results are restated to comply with the Group’s accounting policies. Where subsidiaries do not adopt accounting periods that are co‐terminus with the Group, results and net assets are based on accounts drawn up to the Group’s accounting reference date.

Intercompany transactions and balances between Group companies are eliminated.

The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured at their fair value on the acquisition date. Any excess in the cost of an acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets acquired then the difference is recognised immediately in the income statement.

10 F-49 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS 2. Significant accounting policies (continued)

Performance measures

The consolidated income statement presents the results of the Group in three columns. The total column represents total consolidated income for the year. The capital account includes investment property revaluations, gains and losses on disposal and their related taxation. The revenue account represents total consolidated income for the year less investment property revaluations, gains and losses on disposal and their related taxation.

Foreign currency transactions and translation

Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in pounds sterling (“£”), which is the company’s and Group’s functional and presentation currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year‐end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when recognised in equity as qualifying cash flow hedges and qualifying net investment hedges.

Group companies

Assets and liabilities of overseas subsidiaries are translated at the closing rates of exchange at the balance sheet date. Trading results of overseas subsidiaries are translated at average rates of exchange. Differences resulting from the retranslation of opening net assets and results for the period at closing rates are recognised in the statement of comprehensive income.

Investment properties

The Group’s investment properties are stated at fair value, being the market value as determined by independent professionally qualified valuers. Changes in fair value are recognised in the income statement.

All costs directly associated with the purchase, construction and improvements of investment properties are capitalised.

Where an incentive (such as a rent free period) is given to a tenant, the carrying value of the investment property excludes any amount reported as a separate asset as a result of recognising rental on a straight‐line basis over the period of the lease term.

Gains and losses on disposals of investment properties are determined by comparing the proceeds on disposal, net of disposal costs, with the carrying amount, and are recognised in the income statement when the risks and rewards of ownership pass from the seller to the buyer.

Leasehold properties

Leasehold properties that are leased out to tenants under operating leases are classified as investment properties and included in the balance sheet at fair value.

The obligation to the freeholder or the superior leaseholder is included in the balance sheet at the present value of the minimum lease payments at inception. Payments to the leaseholder or superior freeholder are

11 F-50 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS 2. Significant accounting policies (continued) apportioned between a finance charge and a reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent rents payable, such as rent reviews or those related to rental income, are charged as an expense in the periods in which they are incurred.

Depreciation

In accordance with IAS 40 Investment Property, no depreciation is provided in respect of investment properties which are carried at fair value.

Tenant leases

Management has exercised judgement in considering the potential transfer of the risks and rewards of ownership in accordance with IAS 17 Leases for all properties leased to tenants and has determined that such leases are operating leases.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is charged to the income statement on a straight‐line basis over the estimated useful life as follows:

• Leasehold improvements – over the length of the lease • Fixtures and fittings – 3 years • Computer equipment – 3 years

Impairment of assets

Assets that are subject to amortisation or depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the asset's fair value less costs to sell and the asset’s value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units).

Segmental information

Whilst the Group operates in a number of geographic locations and provides add‐on services to its customers, these do not meet the definition of different segments under IFRS 8 and therefore the Group has only one reportable class of business being a carrier neutral wholesale data centre provider for customers to house their IT infrastructure.

The Directors have not presented a geographic analysis of revenue and gross assets. They believe that such information is not material to the users of the financial statements particularly given the Group’s financial performance.

Revenue

Rental income from investment properties

Rental income from investment properties leased out under an operating lease is recognised in the income statement on a straight‐line basis over the lease term including any fixed indexation.

Lease incentives are amortised over the lease term.

12 F-51 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS 2. Significant accounting policies (continued)

Electricity revenue is recognised in the period in which the electricity was drawn by the customer and included in rental income from investment properties.

Provision of additional services

Additional services includes the leasing of sub ducts, cross connect installation and management, reporting, cleaning and access management. Revenue from additional services is recognised when the service is provided.

Income from fitting out customer areas is recognised in the income statement on a percentage completion basis when the outcome of the project can be reasonably foreseen. Provision is made in full for estimated losses. Where the outcome of the project cannot be foreseen, profit is taken on completion.

Taxation

Current and deferred tax is recognised in the income statement except where the taxation arises as a result of a transaction or event that is recognised directly in equity. Tax arising on transactions or events recognised directly in equity is charged or credited directly to equity.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method.

Deferred tax liabilities are recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying amount in the consolidated financial statements. Deferred tax assets are recognised to the extent that it is probable that taxable profits will be available in the future for them to be utilised. Such assets and liabilities are not recognised where temporary differences arise from the initial recognition of goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is determined using tax rates and laws that have been enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

Deferred tax is charged to the income statement, except when it relates to items charged or credited in other comprehensive income.

Provisions

Provisions are recognised for liabilities of uncertain timing or amount that have arisen as a result of past transactions or events.

Financial assets

The Group classifies its non‐derivative financial assets as loans and receivables.

These assets are non‐derivative financial assets with fixed or determinable payments that are not quoted in an active market. The Group’s loans and receivables consist of trade and other receivables and cash and cash equivalents and are measured at amortised cost.

13 F-52 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS

2. Significant accounting policies (continued)

Trade and other receivables

Trade receivables are recognised at initial invoiced amount less any provision for impairment, which, due to their short‐term nature, approximates to their fair value. A provision for impairment of trade receivables is established where there is significant objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. On confirmation that the trade receivable will not be collectible, the gross carrying value of the asset is written off against the associated provision.

Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks and other short‐term highly liquid investments with original maturities of three months or less.

Financial liabilities

The Group’s non derivative financial liabilities are the following:

Trade and other payables

Trade and other payables are recognised at original invoice amount. Due to their short‐term nature this approximates their fair value.

Bank loans related party borrowings and guaranteed notes

Bank loans, related party borrowings, and the guaranteed notes, are recognised at fair value net of any transaction costs directly attributable to the issue of the loan. These interest bearing liabilities are subsequently measured at amortised cost.

Derivative financial instruments

The Group enters into nine separate foreign exchange forward contracts to manage its exposure to foreign exchange rate risk as described in Note 3. Three of these foreign exchange forward contracts matured during the year ended 31 March 2012.

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each balance sheet date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

A derivative with a positive fair value is recognised as a financial asset whereas a derivative with a negative fair value is recognised as a financial liability. A derivative is presented as a non‐current asset or a non‐ current liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months. Other derivatives are presented as current assets or current liabilities.

Hedges of net investments in foreign operations

The Group designates its derivative instruments as hedges of net investments in foreign operations. Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges.

At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group

14 F-53 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS 2. Significant accounting policies (continued) documents whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows of the hedged item.

Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in other comprehensive income and accumulated in a hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss, and is included in the ‘other gains and losses’ line item.

Note 24 sets out details of the fair values of the derivative instruments used for hedging purposes, and the movement in the hedging reserve is detailed in the consolidated statement of changes in equity.

De‐recognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Groups obligations are discharged, cancelled or they expire.

Lease obligations

Finance leases

Lease arrangements that transfer substantially all the risks and rewards of ownership to the lessee are treated as finance leases. Assets held under finance leases are capitalised either within investment properties or property, plant and equipment, depending on the nature of the asset. Finance leases included within property, plant and equipment are depreciated over the shorter of the lease term and the useful life of the asset. A liability is recognised at the present value of the minimum lease payments within current and/or non‐current liabilities as appropriate. Rental payments are apportioned between capital and interest expense to achieve a constant rate of interest charge on the outstanding obligation.

Operating leases

Where the Group acts as a lessee in an operating lease agreement, the lease payments are charged as an expense to the income statement on a straight‐line basis over the lease term. Lease incentives received are also recognised on a straight‐line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity.

Reserves

Translation reserve

The translation reserve represents cumulative gains or losses recognised on retranslating the net assets of overseas operations into Sterling.

Retained earnings

Retained earnings represent the cumulative net gains and losses recognised in the consolidated statement of comprehensive income.

Other reserves

Other reserves represent the net of capital contributions from the parent company and the merger reserve which arises from the application of merger accounting.

15 F-54 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS 2. Significant accounting policies (continued)

Capital

The Group considers its capital to comprise its ordinary share capital, other reserves, translation reserve, retained earnings. In managing its capital, the Group’s primary objective is to ensure its continued ability to provide a consistent return for its equity shareholders through a combination of capital growth and distributions. The Group has a blend of equity funding and debt financing. The Group keeps this under review bearing in mind the risks, costs and benefits to equity shareholders of introducing additional debt finance to the Group.

Application of new IFRS's and interpretations

In the current year, the following new and revised standards and Interpretations have been adopted by the Company, none of which had a material impact on the current or prior year reported results: • IFRIC 19, Extinguishing Financial Liabilities with Equity Instruments; • IFRS 3 (amended), Business Combinations; • IFRS 7 (amended) Financial Instruments: Disclosures; • IFRS 1 (amended), Limited Exemption from Comparative IFRS 7 Disclosures for the First‐time Adopters; • IAS 24 (2009), Related Party Disclosures; • IAS 32 (amended), Classification of Rights and Issues; and • IFRIC 14 (amended), Prepayments of a Minimum Funding Requirement.

At the date of authorisation of these financial statements, the following Standards and Interpretations which have not been applied in these financial statements were in issue but not yet effective (and in some cases had not yet been adopted by the EU):

• IFRS 1 (amended), Severe Hyperinflation and Removal of Fixed Dates for First‐time Adopters; • IFRS 7 (amended), Transfer of Financial Assets; • IFRS 9, Financial Instruments; • IFRS 10, Consolidated Financial Statements; • IFRS 11, Joint Arrangements; • IFRS 12, Disclosures of Interest in Other Entities; • IFRS 13, Fair Value Measurement; • IAS 1 (amended), Presentation of items of Other Comprehensive Income; • IAS 12 (amended), Deferred Tax: Recovery of Underlying Assets; • IAS 19 (revised), Employee Benefits; • IAS 27 (revised), Separate Financial Statements; and • IAS 28 (revised) Investment in Associates and Joint Ventures.

IFRS 9 is expected to replace IAS 39 Financial Instruments: Recognition and Measurement applicable from 1 January 2013 (with early adoption permitted), subject to EU adoption. IFRS 9 in issue at the date of this report only concerns classification and measurement of financial assets and liabilities. New requirements for derecognition of financial instruments, impairment and hedge accounting are expected to be added to IFRS 9 in 2012/2013. With the exception of IFRS 9 (Financial Instruments) and IFRS 13 (Fair Value Measurement) the Directors do not expect that the adoption of other standards listed above will have a significant impact on the financial statements of the Group in future periods.

IFRS 9, ‘Financial instruments’ is not expected to have a material impact on the Groups financial statements.

IFRS 13, ‘Fair value measurement’ aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. Due to the large proportion of the Group’s balance sheet that is subject to fair value measurement, the standard may potentially have a significant impact on the disclosures within the Group’s financial statements.

16 F-55 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS 3. Financial risk management

The Group is exposed to market risk in the form of foreign exchange risk, interest rate risk and price risk in addition to credit risk and liquidity risk. The risk management policies employed by the Group to manage these risks are discussed below.

Market risk

Foreign exchange risk

The Group operates in a number of international territories. Each jurisdiction undertakes a large proportion of its commercial transactions within its local market and in its functional currency. Foreign exchange risk arises from the small proportion of commercial transactions undertaken in currencies other than the local functional currency, from financial assets and liabilities denominated in currencies other than the local functional currency and on the Group’s net investments in foreign operations.

Group policy is for each jurisdiction to undertake commercial transactions in its own functional currency whenever possible. Where this is not possible the Group manages its cash position across the Group to minimise the need to translate currency. Cash flow forecasts are prepared covering various periods to ensure sufficient funds are available in the required currencies to meet the Group’s obligations as they fall due.

Global Switch does not currently intend to enter into hedging in relation to the interest and the capital repayment associated with the €600,000,000, 5.50 per cent. Guaranteed Notes due 2018 issued in April 2011.

At the current time a material risk is considered to exist in relation to EUR, AUD and SGD denominated transactions giving rise to EUR, AUD and SGD components of EBITDA.

Global Switch’s policy is to hedge the risk of changes in the relevant spot exchange rate to the extent that they are expected to impact on EBITDA. Global Switch uses forward exchange contracts as hedges of net investments from foreign operations to the extent required. All derivatives are entered into with counterparties who are considered to be of acceptable credit worthiness

The year end and average exchange rates used when translating the results for the year to Sterling were as follows:

2012 2011 Year end Average Year end Average Euro 0.83 0.88 0.88 0.85 Singapore Dollar 0.50 0.50 0.49 0.48 Australian Dollar 0.65 0.65 0.64 0.61 Hong Kong Dollar 0.08 0.08 ‐‐ US Dollar 0.63 0.63 0.62 0.64

Had the year end and average Sterling exchange rates been 5% stronger/weaker, then the impact on the Group’s financial instruments would have resulted in the profit for the year being £0.6m lower / higher (2011: £41.1m lower/ higher) and would have decreased/increased equity by £0.2m (2011: no decrease/increase).

Interest rate risk

The Group’s exposure to interest rate risk arises from cash and cash equivalents, and variable interest bearing borrowings. The majority of these are at floating rates of interest or fixed deposits of less than six months. Changes in the interest rates result in changes to the interest charges or income in the income

17 F-56 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS 3. Financial risk management (continued) statement and to interest related cash flows. No interest rate hedging is currently undertaken by the Group or its subsidiaries.

Had the average LIBOR interest rate over the course of the year applicable to cash and cash equivalents and borrowings increased by 100 bp, then the profit for the year and net assets would have increased by £0.5m (2011: decreased by £0.8m). Had the average LIBOR interest rate decreased by 100 bp, then the profit for the year and net assets would have decreased £0.3m (2011: increased by £0.8m).

Price risk

The Group does not have any equity securities in its balance sheet and it is not materially exposed to commodity price risk. Certain lease contracts include indexation clauses that are applied to rental income to offset the effect of inflation. The Group is exposed to price risk to the extent that inflation differs from the index used.

Credit risk

Credit risk is the risk that the Group will suffer financial loss as a result of counterparties defaulting on their contractual obligations. The risk arises on cash and cash equivalents, trade and other receivables and in relation to the foreign exchange forward contracts entered during the year ended 31 March 2012.

The carrying amount of financial assets recorded in the financial statements represents the Group’s maximum exposure to credit risk without taking account of the value of any collateral obtained. The company’s credit risk on liquid funds is limited because the counterparties are either banks with high credit‐ratings assigned by international credit‐rating agencies or for funds held by the Group’s shareholder (Aldersgate Investments Limited) are with a counterparty with significant liquid and non‐liquid assets. The Group has also entered into a number of foreign exchange forward contracts with Aldersgate Investments Limited.

For trade and other receivables an assessment of credit quality is made as part of the Group’s customer acceptance procedures using a combination of external rating agencies, past experience and other factors. In circumstances where credit information is unavailable or the customer is assessed as higher risk, the risk is mitigated by the use of modified payment terms, customer deposits, parent and other guarantees or in extreme circumstances through credit risk insurance. Exposure and payment performance is monitored closely at an individual customer level, with a series of escalating debt recovery actions taken where necessary.

Liquidity risk

The Group funds its activities through cash generated from its operations and, where necessary, bank borrowings and in the year ended 31 March 2012 the Group issued guaranteed notes. The Group’s banking facilities include a multicurrency revolving syndicated loan facility. Cash flow forecasts covering various periods from short to long‐term are prepared and reviewed on a regular basis to ensure that sufficient funds are available to meet the Group’s commitments as they fall due.

4. Critical accounting estimates and judgements

Estimates and judgements are continually evaluated and are based on historical experience as adjusted for current market conditions and other factors.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

18 F-57 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS 4. Critical accounting estimates and judgements (continued)

Estimate of fair value of investment properties

Investment properties are the largest component of the Group’s net asset value. The value of the investment properties is affected by the conditions prevailing in the property investment market and the general economic environment. Accordingly, the Group’s net asset value can change due to external factors beyond management’s control.

The Group determines the value of investment properties using discounted cash flow valuation techniques performed by external professionally qualified valuers. The Group uses assumptions that are mainly based on market conditions existing at each balance date.

Taxation

The Group is subject to tax in a number of jurisdictions and judgement is required in determining the worldwide provision for income taxes. The group provides for future liabilities in respect of uncertain tax positions where additional tax may become payable in future periods and such provisions are based on management’s assessment of exposures.

5. Financial instruments

The principal financial instruments used by the Group are as follows:

• Trade receivables • Other receivables • Cash and cash equivalents • Trade payables • Other payables • Accruals • Floating rate bank loans • Guaranteed notes • Derivatives • Related party loans and borrowings A summary of the financial instruments held by category is provided below:

Financial assets

Notes Loans and receivables (including cash and cash equivalents) 2012 2011 £m £m Trade receivables 14 42.8 42.1 Other receivables 14 2.0 2.4 Amounts due from related parties 14 53.1 ‐ Cash and cash equivalents 15 208.8 84.1 306.7 128.6

19 F-58 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS 5. Financial instruments (continued)

Financial liabilities

Notes Financial liabilities at amortised cost 2012 2011 £m £m Trade payables 16 8.0 7.9 Accruals 16 56.9 27.9 Other payables 16 6.9 6.3 Bank loans and borrowings 17 685.8 622.9 757.6 665.0

A summary of the impact of the financial instruments by category in the income statement and equity is provided below:

Notes Income statement 2012 2011 £m £m Loans and receivables 9 1.0 0.9 Financial Liabilities 9 (35.7) (65.3) Derivatives 9 1.2 ‐ (33.5) (64.4)

Note Equity 2012 2011 £m £m Derivatives 25 2.5 ‐ 2.5 ‐

6. Revenue

The Group’s revenue arises from the following:

2012 2011 £m £m Rental income from investment properties 289.8 243.0 Provision of services 22.9 15.2 312.7 258.2

The Group’s customer base is broad and diversified with only one customer accounting for more than 10% of Groups contracted annualised revenue and this customer is contractually and geographically diversified having entered into multiple contracts across seven of the Group’s data centres.

20 F-59 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS 7. Operating profit

Operating profit is stated after charging / (crediting):

2012 2011 £m £m Employee benefit expense (note 8) 12.1 9.9 Depreciation of property, plant and equipment (note 13) 0.4 0.5 Direct operating expenses ‐ Property 98.2 83.0 Operating lease expense ‐ Property 0.2 0.2 Loss on disposal of investment property 0.6 1.6 Other administrative expenses 6.8 3.7 Revaluation gain on investment properties (note 12) (694.4) (365.1)

Services provided by the Group’s auditor

During the year the Group obtained the following services from the Group’s auditor at costs detailed below:

2012 2011 £m £m Audit of Group financial statements 0.1 0.1 Audit of financial statements of subsidiaries 0.1 0.1 Total audit services 0.2 0.2 Other services 0.1 0.1 Total non‐audit services 0.1 0.1 Total 0.3 0.3

8. Employee benefit costs

The number of full‐time equivalent people (including executive directors) employed by the Group

2012 2012 2011 2011 Average Year end Average Year end Number Number Number Number

Property management 52 61 41 44 Sales 18 19 19 18 Administration 53 52 50 50 Group total 123 132 110 112

Aggregate employee benefit costs of those people amounted to:

2012 2011 £m £m Wages and salaries 9.5 7.8 Performance related bonus 0.8 0.8 Social security costs 1.1 0.8 Retirement benefit costs – defined contribution schemes 0.7 0.5 12.1 9.9

21 F-60 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS 9. Net finance costs

2012 2011 £m £m Bank and other interest 1.0 0.9 Finance income 1.0 0.9 Interest payable on bank loans (1.2) (3.9) Interest payable on related party loans (1.5) (60.5) Interest payable on guaranteed notes (30.7) ‐ Bank loan facility fee (1.4) (0.9) Amortisation of costs and discount on issue (0.9) ‐ Finance costs (35.7) (65.3) Foreign exchange gains/(losses) (5.8) 68.8 Gain on undesignated portion of net investment hedge 1.2 ‐ Gain on disposal of guaranteed notes 1.2 ‐ Other gains and losses 2.4 ‐

Net finance income/(costs) (38.1) 4.4

10. Tax a) Analysis of charge for the year

2012 2011 £m £m Current tax expense On net income before revaluations 2.0 0.6 Total Current tax expense 2.0 0.6

Deferred tax expense Current Period 186.3 115.4 Adjustment in respect of prior periods (4.6) (5.9) Reduction in tax rate (13.6) (13.6) Total Deferred tax expense 168.1 95.9

Total tax expense 170.1 96.5 b) Factors affecting tax charge for the year

2012 2011 £m £m Profit before tax 851.0 528.4

Tax calculated at the domestic rate applicable to the profits in the country concerned 196.3 106.6 GAAP differences (9.7) (10.5) Permanent differences (11.7) 2.0 Losses carried forward 17.5 11.1 Other deferred tax adjustments (4.0) 6.8 Adjustment in respect of prior periods (4.6) (5.9) Reduction in tax rate (13.6) (13.6) Tax charge 170.1 96.5

The effective UK tax rate changed on 1 April 2012 to 24% from 26% this impacts the deferred tax balances and is reflected in the reduction in tax rate above.

22 F-61 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS 10. Tax (Continued)

The weighted average of statutory tax rates was 23.0% in 2012 (2011: 20.2%). The change from 2011 to 2012 was primarily due to a decrease in the proportion of income arising in the entities resident in jurisdictions with lower tax rates as well as the impact of the decrease in corporation tax rate in the UK from 28% to 26% for the year.

Certain companies in the Group have tax periods that remain open. In preparing the financial statements the directors have made an assessment of the likelihood of any liabilities arising in relation to these open periods and have made provisions for amounts that they believe will be payable. There remains a risk that the amounts at which the open periods are settled will be different to the amounts included in the financial statements however the directors believe that any differences are unlikely to be material.

11. Dividends

2012 2011 £m £m Amounts recognised as distributions to equity holders in the period: Final dividend for the year ended 31 March 2012 100.0 ‐ 100.0 ‐

Final dividend for the year ended 31 March 2012 represents £50.0m per share.

12. Investment properties

2012 2011 £m £m At 1 April 2,793.5 2,306.5 Additions 83.5 85.4 Disposals (0.6) (1.6) Revaluation adjustment 694.4 365.1 Difference on exchange (54.3) 38.1 At 31 March 3,516.5 2,793.5 Finance lease assets 13. 2 11.9 At 31 March 3,529.7 2,805.4

Investment properties are stated at market value as at 31 March 2012, valued by professionally qualified external valuers. The Group’s properties were valued by CBRE Limited who have sufficient current local and national knowledge of the particular property market involved, and have the skills and understanding to undertake the valuations competently. The valuations were prepared in accordance with the RICS Valuation Standards. Market value is defined as the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm's length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. Market value has been primarily derived using comparable recent market transactions on arm’s length terms.

Finance lease assets of £13.2m are split between current £1.6m and non‐current £11.6m, with corresponding liabilities shown in obligations under finance leases in the table below.

Valuation fees are based on a fixed amount agreed by the Group and the valuers and are independent of the property value.

The table below shows a reconciliation of the amounts shown in the balance sheet in respect of investment property assets and liabilities to the valuation prepared by the valuers.

23 F-62 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS 12. Investment properties (continued)

2012 2011 £m £m Investment properties 3,529.7 2,805.4 Accrued income included in trade and other receivables 56.7 42.1 Obligations under finance leases included in current borrowings (1.6) (1.4) Obligations under finance leases included in non‐current borrowings (11.6) (10.5) Investment properties at valuation 3,573.2 2,835.6

The following table sets out the split of investment properties between freehold and leasehold properties:

2012 2011 £m £m Freehold 2,687.5 2,196.2 Leasehold 885.7 639.4 Investment properties at valuation 3,573.2 2,835.6

As at 31 March 2012 the Group had capital commitments in relation to expenditure on investment properties as follows:

2012 2011 £m £m Capital commitments 32.0 68.8

13. Property, plant and equipment

Leasehold Fixtures Assets improve and Computer under ‐ments fittings equipment construction Total £m £m £m £m £m Cost At 31 March 2010 0.1 1.5 1.7 1.1 4.4 Additions 0.1 ‐ 0.5 1.0 1.6 Disposals ‐‐(0.1) ‐ (0.1) Transfers ‐‐0.3 (0.3) ‐ At 31 March 2011 0.2 1.5 2.4 1.8 5.9 Additions 0.1 ‐ 0.1 1.9 2.1 Disposals ‐‐‐‐ ‐ Transfers ‐‐‐‐ ‐ At 31 March 2012 0.3 1.5 2.5 3.7 8.0

Accumulated depreciation At 31 March 2010 0.1 1.4 1.5 ‐ 3.0 Disposals ‐‐(0.1) ‐ (0.1) Charge for the year 0.1 0.1 0.3 ‐ 0.5 At 31 March 2011 0.2 1.5 1.7 ‐ 3.4 Disposals ‐‐(0.1) ‐ (0.1) Charge for the year 0.1 ‐ 0.3 ‐ 0.4 At 31 March 2012 0.3 1.5 1.9 ‐ 3.7

Net book amount At 31 March 2012 ‐‐0.6 3.7 4.3 At 31 March 2011 ‐‐0.7 1.8 2.5

24 F-63 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS 13. Property, plant and equipment (continued)

The Group did not have any capital commitments in respect of property, plant and equipment at 31 March 2012 (2011: £nil).

14. Trade and other receivables

2012 2011 £m £m Current Trade receivables ‐ gross 44.2 42.6 Provision for impairment of trade receivables (1.4) (0.5) Trade receivables ‐ net 42.8 42.1 Other receivables 2.0 2.4 Amounts due from related parties 53.1 ‐ Prepayments and accrued income 66.4 52.6 164.3 97.1

The directors consider the carrying amount of trade and other receivables approximates their fair value.

At 31 March 2012 £32.0m (2011: £36.4m) of trade receivables were within normal payment terms and considered to be fully performing. A further £12.2m (2011: £6.2m) were past the due date of which £5.0m (2011: £1.7m) was overdue by three months or more.

Movements in the provision for impairment of trade receivables were as follows:

2012 2011 £m £m Provision for impairment at beginning of year (0.5) (0.1) Increase in provisions (1.2) (0.4) Release of provisions 0.3 ‐ Provision for impairment at end of year (1.4) (0.5)

15. Cash and cash equivalents

2012 2011 £m £m Cash at bank and in hand 203.8 74.8 Customer deposits 2.9 2.4 Restricted cash 2.1 6.9 208.8 84.1

Restricted cash represents cash held in escrow in relation to commitments due under the terms of the construction contract for the development of the Group’s data centre in Paris (Paris West).

25 F-64 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS 16. Trade and other payables

2012 2011 £m £m Trade payables 8.0 7.9 Social security and other taxation 6.1 4.4 Accruals 56.9 27.9 Deferred income 37.7 34.4 Other payables 6.9 6.3 115.6 80.9 The directors consider the amount of trade and other payables approximates their fair value. All trade and other payables are payable within one year.

17. Borrowings

2012 2011 £m £m Current Obligations under finance leases 1.6 1.4 Current borrowings 1.6 1.4

Non‐current Bank loans 223.9 212.7 Related party borrowings` ‐ 398.3 Obligations under finance leases 11.6 10.5 5.5% guaranteed notes due 2018 448.7 ‐ Non‐current borrowings 684.2 621.5 Total borrowings 685.8 622.9

The directors consider the carrying amount of the bank loans, related party borrowings and finance lease obligations approximates their fair value while, based on the quoted mid‐point of the bid and offer price as at 30 March 2012 the fair value of the 5.5% guaranteed notes was £474.2m.

The bank loans represent drawings of £225.0m (2011: £215.0m) under the £225.0m multicurrency revolving credit facility. Capitalised and unamortised loan arrangement fees of £1.1m (2011: £2.3m) are offset against the principal debt outstanding. Interest on bank loans is charged at floating rates of interest by reference to either LIBOR or EURIBOR plus a margin. The loan facility includes a number of financial covenants. The guarantors under the loan facility are set out in note 23.

At 31 March 2012 the revolving credit facility was fully drawn (2011: £10.0m undrawn). Following the year end the final maturity date of the revolving credit facility was extended from 23 March 2014 to 23 March 2015.

In April 2011 the company issued €600m, 5.5% guaranteed notes due in 2018. The proceeds of this issue were used to repay amounts drawn under the revolving credit facility (£215.0m) and shareholder loans (£298.7m). Amounts repaid under the revolving credit facility were subsequently re‐drawn. Capitalised and unamortised loan arrangement fees of £2.0m are offset against the principal debt outstanding. The 5.5% guaranteed notes include a number of financial covenants. The guarantors under the loan facility are set out in note 23.

On 23 September 2011 Aldersgate Investments Limited made a capital contribution to the Company of £99.6m by waiving all remaining shareholder loans. The book value of the loans was £157.0m.

In November and December 2011, Brookset 18 Limited, a wholly owned subsidiary of Global Switch Holdings Limited, purchased 5.5% guaranteed notes with a nominal value of €57.7m in a series of transactions. The

26 F-65 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS 17. Borrowings (continued) gain realised on the buyback of these bonds was €1.4m. For the purposes of the consolidated financial statements the 5.5% guaranteed notes due in 2018 are shown net of the notes held by Brookset 18 Limited.

Following the year end Brookset 18 Limited sold 5.5% guaranteed notes with a nominal value of €24.0m. A gain of €1.9m was realised on the sale of these notes.

The Group’s borrowings are denominated in the following currencies:

Obligations Guaranteed Related under Notes Bank party Finance 2012 loans borrowings leases Total 2012 £m £m £m £m £m Sterling 223.9 ‐‐ ‐223.9 Singapore dollars ‐‐5.8 ‐5.8 Australian dollars ‐‐‐ ‐‐ Euro ‐‐7.4 448.7 456.1 223.9 ‐ 13.2 448.7 685.8

Obligations Guaranteed Related under Notes Bank party Finance 2011 loans borrowings leases Total 2011 £m £m £m £m £m Sterling 212.7 124.2 ‐ ‐ 336.9 Singapore dollars ‐ 27.3 5.5 ‐32.8 Australian dollars ‐161.4 ‐ ‐ 161.4 Euro ‐85.4 6.4 ‐91.8 212.7 398.3 11.9 ‐622.9

The minimum lease payments under finance leases fall due as follows:

2012 2011 £m £m Within one year 1.6 1.4 Between one and five years 6.9 5.8 More than five years 13.5 12.8 22.0 20.0 Future finance charges (8.8) (8.1) Present value of finance lease payables 13.2 11.9

Liquidity and interest risk tables The following tables detail the Group’s remaining contractual maturity for its non‐derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. For 2012 the amounts shown in the table below under variable interest rate instruments the amounts shown as repaid within one year represent net amounts repaid under the £225.0m multicurrency revolving credit facility between 31 March 2012 and the date of signing of the Annual Report and Financial Statements. For 2011 the amounts shown in the table below under variable interest rate instruments relate to the £225.0m multicurrency revolving credit facility (£215.0m) and shareholder loans (£398.3m). As set out in Note 17 during the year ended 31 March 2012 all shareholder loans were either repaid or waived via a capital contribution. For 2012 the amounts shown in

27 F-66 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS 17. Borrowings (continued) the table below under fixed interest rate instrument relate to the 5.5% guaranteed notes due in 2018 issued in April 2011. The table includes both interest and principal cash flows. Weighted average Between Between effective Within one one and two two and More than interest rate year years five years five years Total % £m £m £m £m £m 2012 Trade and other payables 71.5 ‐71.5 Bank loans and borrowings ‐ variable interest rate 1.80% 136.8 91.6 ‐ ‐ 228.4 instrument Bank loans and borrowings Fixed interest rate instruments 5.50% 27.5 27.5 82.6 529.8 667.4 235.8 119.1 82.6 529.8 967.3 2011 Trade and other payables 41.8 41.8 Bank loans and borrowings ‐ variable interest rate instrument 4.8% 29.3 29.3 694.4 ‐ 753.0 Bank loans and borrowings Fixed interest rate instruments ‐ ‐ ‐ ‐ ‐ 71.1 29.3 694.4 ‐794.8

18. Deferred tax

The movement on the deferred tax account is as follows:

2012 2011 £m £m At 1 April (567.6) (462.7) Recognised in profit and loss Deferred tax expense (168.1) (95.9) Recognised in other comprehensive income Foreign exchange losses 11.9 (9.0) At 31 March (723.8) (567.6)

Analysis of Group deferred tax assets and liabilities:

2012 2011 £m £m Deferred tax assets Losses 44.4 51.0 44.4 51.0

Deferred tax liabilities Deferred tax on investment properties (768.2) (618.6) (768.2) (618.6)

(723.8) (567.6)

28 F-67 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS 18. Deferred tax (continued)

At 31 March 2012 the group had cumulative losses of £432.2m (2011: £445.8m) in relation to historic trading losses arising in a number of jurisdictions. A deferred tax asset has not been recognised in relation to these losses as the directors do not believe that it is probable that sufficient profits will arise in the future to enable the losses to be utilised.

During the March 2012 Budget the UK Government announced reductions in the corporation tax rate over the following two years. The 24% tax rate in respect of the year commencing 1 April 2012 will first reduce to 23% for the year commencing 1 April 2013 and is expected to reduce to 22% for the year starting 1 April 2014. The impact of the announced reduction in tax rates to the financial statements is estimated to be a reduction in deferred tax liabilities of £18.4m with respect to the UK companies in the Group based on the deferred tax balance at 31 March 2012.

19. Share Capital

2012 2011 Number £m Number £m Authorised ordinary shares of US $1 each At 1 April and 31 March 50,000 ‐ 50,000 ‐ Issued, allotted and fully paid ordinary shares of US $1 each At 1 April and 31 March 2 ‐ 2 ‐

The company has one class of ordinary shares which carry no right to fixed income.

Each share of the company confers upon the Shareholder: • The right to one vote at a meeting of the Shareholders of the company or on any Resolution of the Shareholders; • The right to an equal share in any dividend paid by the company; and • The right to an equal share in the distribution of the surplus assets of the company.

20. Operating Leases

Operating leases where the Group acts as lessee

The total value of future lease payments due under property operating leases are as follows:

2012 2011 £m £m Less than one year 0.2 0.2 Between one and five years 0.8 1.0 After more than five years 0.3 0.6 1.3 1.8

Operating leases where the Group acts as lessor

The total value of future lease payments receivable under property operating leases are as follows:

2012 2011 £m £m Less than one year 217.1 186.2 Between one and five years 869.9 635.0 After more than five years 425.5 507.2 1,512.5 1,328.4

29 F-68 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS 21. Analysis of movements in net debt

At 31 Other At 31 March Cash non‐cash Exchange March 2011 flow changes movement 2012 £m £m £m £m £m Cash and cash equivalents 84.1 126.0 ‐ (1.3) 208.8 Bank loans due after one year (215.0) (10.0) ‐ ‐ (225.0) 5.5% guaranteed notes due 2018 ‐ (479.5) (0.5) 29.5 (450.5) Capitalised loan fees 2.3 2.4 (1.8) ‐2.9 Related party borrowings (398.3) 298.7 99.6 ‐‐ Finance leases (11.9) 0.3 (1.6) ‐(13.2) (538.8) (62.1) 95.7 28.2 (477.0)

22. Related party transactions

Details of the company’s principal subsidiaries are shown in note 23.

Group year end balances

2012 2011 £m £m Amount due from related parties – current (note 14) 53.1 ‐ 53.1 ‐ Borrowings from related parties – non‐current (note 17) ‐ 398.3 ‐ 398.3

The amounts due from related parties are in relation to amounts due from the Groups shareholder, Aldersgate Investments Limited for £48.0m and Motcomb Estates Limited for the remaining £5.1m. Of the balance due from Aldersgate Investments Limited, £46.9m relates to funds held and managed on behalf of the Group which are available to the Group on demand, and the remaining balance of £1.1m relates to amounts due on the forward foreign exchange contracts entered into during the year and other transactions. Motcomb Estates Limited is considered to be a related party due to a Director of this company being a director of a number of subsidiaries the Group and the balance as at 31 March 2012 arose from transaction in the ordinary course of business.

During the year ended 31 March 2012 all of the Borrowings from related parties as at 31 March 2011 were either repaid out of the proceeds of the €600m, 5.5% guaranteed notes due in 2018 issued in April 2011 or were waived by Aldersgate Investments Limited as part of a capital contribution to the company in September 2011.

Group related party interest

2012 2011 £m £m Interest payable on related party borrowings (note 9) (1.5) (60.5)

30 F-69 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS 22. Related party transactions (continued)

Key management compensation

Key management comprises the Executive Committee, which includes the Executive Chairman, the Chief Operating Officer, the Chief Financial Officer and the Regional Chief Executive Officer, Asia Pacific. The compensation borne by the Group for key management is:

2012 2011 £m £m Salaries 0.8 0.6 Performance related bonus 0.1 0.1 Retirement benefit costs ‐ ‐ 0.9 0.7

Principal subsidiaries

Details of the principal subsidiaries of the Group and the Company are included in Note 23.

Foreign exchange forward contracts

On 1 October 2011 the company entered into a series of foreign exchange contracts with its immediate parent company Aldersgate Investments Limited in order to mitigate the foreign exchange risk arising from fluctuations in the Euro, Singapore Dollar and Australian Dollar. The fair value of these derivatives is set out in note 24.

23. Subsidiary undertakings

The following companies were subsidiary undertakings as at 31 March 2012:

Country of Nature of business registration / incorporation Global Switch Limited (2,3) England and Wales Ownership and operation of real estate Brookset 18 Limited British Virgin Islands Holding company Brookset 20 Limited (2,3) British Virgin Islands Holding company Global Switch Estates 1 Limited (1,2,3) England and Wales Ownership and operation of real estate Global Switch Estates 2 Limited (1,2,3) England and Wales Ownership and operation of real estate Global Switch (London) Limited (1) England and Wales Ownership and operation of real estate Global Switch (London No. 2) Limited (1) England and Wales Ownership and operation of real estate Duelguide (Bond Street) Limited (1) England and Wales Holding company Duelguide RL Limited (1) England and Wales Holding company Global Switch (General Partner) Limited (1) England and Wales Holding company The Global Switch Limited Partnership (1) England and Wales Ownership and operation of real estate Global Switch Facilities Management Limited (1) England and Wales Non‐operating company Echo Property Investments Limited (1) Isle of Man Non‐operating company Chatham Property SA (1) British Virgin Islands Non‐operating company Global Switch Services B.V. (1) Netherlands Non‐operating company Global Switch Amsterdam Property B.V. (1,2,3) Netherlands Operating Company Global Switch Amsterdam B.V. (1,2) Netherlands Ownership and operation of real estate Global Switch Rotterdam Property B.V. (1) Netherlands Non‐operating company Global Switch PropertyHolding B.V. (1,2) Netherlands Holding Company ICT Centre Holding B.V. (1,2,3) Netherlands Holding Company ICT Centre France B.V. (1,2,3) Netherlands Holding Company Global Switch Cooperatief UA (1,2,3) Netherlands Holding Company GS (NA) Holdings NV (1) Netherlands Antilles Holding Company GS (NA) Company NV (1) Netherlands Antilles Holding Company

31 F-70 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS Country of Nature of business registration / incorporation Global Switch Property (Germany) GmbH (1) Germany Holding Company Global Switch Verwaltungs GmbH (1) Germany Ownership and operation of real estate Global Switch FM GmbH (1) Germany Ownership and operation of real estate CarrierHaus GmbH (1) Germany Ownership and operation of real estate Global Switch Germany (haftungsbeschrankt) (1) Germany Holding Company Global Switch European Holdings S.a.r.l. (1) Luxembourg Holding Company Duelguide (Global Switch) S.a.r.l. (1) Luxembourg Holding company Global Switch Paris SAS (1,3) France Ownership and operation of real estate Global Switch France Holdings SAS (1,2,3) France Holding Company Global Switch Property Madrid S.L. (1) Spain Ownership and operation of real estate Bento Spain S.L. (1) Spain Holding Company Global Switch (Property) Singapore Pte Limited (1,2,3) Singapore Ownership and operation of real estate Global Switch Singapore Holdings Pte Limited (1,2,3) Singapore Holding Company Global Switch Property (Australia) Pty Limited (1,2,3) Australia Ownership and operation of real estate Global Switch Australia Pty Limited (1,2,3) Australia Ownership and operation of real estate Global Switch Australia Holdings Pty Limited (1,2,3) Australia Holding Company Global Switch Property Pty Limited (1,2,3) Australia Non‐operating company Global Switch Hong Limited (1) Hong Kong Non‐operating company

(1) Owned by a company other than Global Switch Holdings Limited. (2) Guarantor under the €600m 5.50% guaranteed notes. (3) Guarantor under the £225.0m multicurrency revolving credit facility.

The percentage of the issued share capital held by the Group is equivalent to the proportion of voting rights held. All of the above operate in the country of registration / incorporation.

23. Subsidiary undertakings (continued)

The Group owns 100% of the ordinary share capital of all of the subsidiaries, except for Global Switch Verwaltungs GmbH in which it holds 94% of the ordinary share capital.

24. Derivative financial instruments Current Non‐current Total £m £m £m

Forward foreign exchange contracts ‐ fair value Derivatives that are designated as net investment hedges 1.1 1.4 2.5 Undesignated portion of derivatives ‐ held for trading 0.6 0.6 1.2 Total 1.7 2.0 3.7

Fair value measurements recognised in the statement of financial position As at 31 March 2012 the notional principal amount of the forward contract exchange contracts designated as hedges of net investments in foreign operations was £142.5m. The amounts held in equity will be released to the income statement on disposal of the foreign operation or the hedge is de‐designated.

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable:

• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities. The Group did not hold any financial instruments for which the fair value is calculated on this basis;

32 F-71 GLOBAL SWITCH HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS

• Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). The fair value of forward foreign exchange contracts is determined using quoted forward exchange rates at the reporting date and yield curves derived from quoted interest rates matching the maturities of the foreign exchange contracts; and

• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs) The Group did not hold any financial instruments for which the fair value is calculated on this basis.

There have been no transfers between these categories during the year ended 31 March 2012 and no applicable financial instruments were held by the group during the year ended 31 March 2011.

Level 1 Level 2 Level 3 Total £m £m £m £m 2012 Financial assets ‐ foreign currency contracts ‐3.7 ‐3.7 Total assets measured at fair value ‐3.7 ‐3.7

2011 Financial assets ‐ foreign currency contracts ‐‐ ‐‐ Total assets measured at fair value ‐‐ ‐‐

The carrying value less impairment provision of trade and other receivables and payables approximate their fair values due to their short‐term nature.

25. Hedging reserve Hedging Reserve £m Balance at 1 April 2011 ‐ Gain on net investment hedge 2.5 Balance at 31 March 2012 2.5

The hedging reserve represents the cumulative amount of gains and losses on net investment hedges. The cumulative deferred gain or loss on net investment hedges is recognised in profit or loss only when the hedged transaction impacts the profit or loss, or is included as a basis adjustment to the non‐financial hedged item, consistent with the applicable accounting policy.

26. Events after the reporting period

On 16 May 2012 the Group extended the final maturity date of the £225m revolving credit facility from 23 March 2014 to 23 March 2015 with all other terms of the facility remaining unaltered.

Following the year end Brookset 18 Limited has disposed of 5.5% guaranteed notes with a nominal value of €24.0m in a series of transactions in the open market.

33 F-72 ISSUER

Global Switch Holdings Limited O’Neal Marketing Associates Building 2nd Floor, Wickham’s Cay II, Road Town Tortola, British Virgin Islands

THE ORIGINAL GUARANTORS

Brookset 20 Limited Global Switch Coöperatief U.A. O’Neal Marketing Associates Building Huizingalaan 759 2nd Floor, Wickham’s Cay II, Road Town 1066 VH Amsterdam, The Netherlands Tortola, British Virgin Islands

ICT Centre Holding B.V. ICT Centre France B.V. Huizingalaan 759 Huizingalaan 759 1066 VH Amsterdam, The Netherlands 1066 VH Amsterdam, The Netherlands

Global Switch Amsterdam B.V. Global Switch PropertyHolding B.V. Huizingalaan 759 Huizingalaan 759 1066 VH Amsterdam, The Netherlands 1066 VH Amsterdam, The Netherlands

Global Switch Amsterdam Property B.V. Global Switch Australia Holdings Pty Limited Huizingalaan 759 400 Harris Street 1066 VH Amsterdam, The Netherlands Ultimo, Sydney, NSW 2007, Australia

Global Switch Property (Australia) Pty Limited Global Switch Australia Pty Limited 400 Harris Street 400 Harris Street Ultimo, Sydney, NSW 2007, Australia Ultimo, Sydney, NSW 2007, Australia

Global Switch Property Pty Limited Global Switch Singapore Holdings Pte Limited 400 Harris Street One Marina Boulevard #28-00 Ultimo, Sydney, NSW 2007, Australia Singapore, 018989

Global Switch (Property) Singapore Pte Limited Global Switch (France) Holding SAS One Marina Boulevard #28-00 7-9 Rue Petit Singapore, 0189898 92110 Clichy, France

Global Switch (Paris) SAS Global Switch Limited 7-9 Rue Petit 4th Floor Millbank Tower, 21-24 Millbank Tower 92110 Clichy, France London, United Kingdom, SW1P 4QP

Global Switch Estates 1 Limited Global Switch Estates 2 Limited 4th Floor Millbank Tower, 21-24 Millbank Tower 4th Floor Millbank Tower, 21-24 Millbank Tower London, United Kingdom, SW1P 4QP London, United Kingdom, SW1P 4QP

TRUSTEE

BNY Mellon Corporate Trustee Services Limited One Canada Square London E14 4BB ISSUING AND PRINCIPAL PAYING AGENT

The Bank of New York Mellon One Canada Square London E14 4BB

LEGAL ADVISERS

To the Issuer and the Original Guarantors

As to British Virgin Islands law

Harney Westwood & Riegels Craigmuir Chambers P.O. Box 71 Road Town, Tortola British Virgin Islands

As to English law

King & Spalding International LLP Linklaters LLP 125 Old Broad Street 1 Silk Street London EC2N 1AR London EC2Y 8HQ

To the Dealers and the Trustee

as to English law as to Netherlands law Allen & Overy LLP Allen & Overy LLP One Bishops Square Apollolaan 15 London E1 6AD 1077 AB Amsterdam

as to Australian law as to Singapore law Allen & Overy Allen & Overy LLP Level 25 50 Collyer Quay 85 Castlereagh Street Singapore 049324 Sydney NSW 2000

as to French Law Allen & Overy LLP 52 avenue Hoche 75008 Paris

AUDITORS

Deloitte LLP Hill House 1 Little New Street London EC4A 3TR DEALERS

Barclays Bank PLC Credit Suisse Securities (Europe) Limited 5 The North Colonnade One Cabot Square Canary Wharf London E14 4QJ London E14 4BB

Deutsche Bank AG, London Branch Goldman Sachs International Winchester House Peterborough Court 1 Great Winchester Street 133 Fleet Street London EC2N 2DB London EC4A 2BB

HSBC Bank plc 8 Canada Square London E14 5HQ

LISTING AGENT

Arthur Cox Listing Services Limited Earlsfort Centre Earlsfort Terrace Dublin 2 Ireland

Printed by RR Donnelley, 630367