This document comprises a prospectus relating to TalkTalk and the TalkTalk Shares, prepared in accordance with the Prospectus Rules and approved by the FSA under the FSMA. This document has been filed with the FSA and made available to the public in accordance with the Prospectus Rules. This document has been prepared in connection with the demerger of the TalkTalk Business from the New Carphone Warehouse Group and, unless otherwise stated, on the assumption that the Scheme and the Demerger will become effective as proposed. TalkTalk, the TalkTalk Directors and the Proposed Director, whose names appear on page 193 of this document, accept responsibility for the information contained in this document. To the best of the knowledge of TalkTalk, the TalkTalk Directors and the Proposed Director, (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and contains no omission likely to affect the import of such information. Neither the TalkTalk Shares nor any other securities in TalkTalk have been marketed to, nor are available for purchase, in whole or in part, by the public in the United Kingdom or elsewhere in connection with the Proposals or TalkTalk Admission. This document does not constitute nor form part of any offer or invitation to purchase, subscribe for, sell or issue, or any solicitation of any offer to purchase, subscribe for, sell or issue, TalkTalk Shares or any other securities of TalkTalk. You should read the whole of this document and the information incorporated by reference carefully. In particular, you should take account of the section entitled Risk Factors on pages 13 to 20 of this document for a discussion of the risks which might affect the value of your shares in TalkTalk. TalkTalk Telecom Group PLC (Incorporated in England and Wales under the Companies Act 2006 with registered number 07105891) Introduction to the Official List and admission to trading on the London Stock Exchange of up to 925,000,000 TalkTalk Shares Application will be made to the FSA for all of the TalkTalk Shares to be admitted to the Official List and to the London Stock Exchange for all of the TalkTalk Shares to be admitted to trading on the London Stock Exchange’s main market for listed securities. If the Proposals proceed as currently envisaged, it is expected that TalkTalk Admission will become effective and that dealings in the TalkTalk Shares will commence on 29 March 2010. If the Demerger does not become effective by the Demerger Long Stop Date, neither TalkTalk Admission nor New Carphone Warehouse Admission will take place as envisaged in the Proposals. In such circumstances, New Carphone Warehouse intends to publish a further prospectus in its capacity as the holding company of the entire Carphone Warehouse Group (including the TalkTalk Business). New Carphone Warehouse would also intend to apply to the FSA for the New Carphone Warehouse Ordinary Shares (together with the New Carphone Warehouse Cancellation Shares which would be reclassified as New Carphone Warehouse Ordinary Shares with effect from such subsequent admission) to be admitted to Official List with a primary listing and to the London Stock Exchange for them to be admitted to trading on the London Stock Exchange’s main market for listed securities. This process would take a number of weeks to complete and the New Carphone Warehouse Ordinary Shares would remain unlisted during this period. There is also no guarantee that the application for a primary listing would be successful. The TalkTalk Shares have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or any other jurisdiction of the United States or under the applicable securities laws of any jurisdiction outside the United Kingdom and may not be offered, sold or otherwise transferred, directly or indirectly, in or into any jurisdiction or for the account or benefit of citizens or residents of any such jurisdiction except under circumstances that will result in compliance with any applicable rules and regulations of any such jurisdiction. Investors outside the United Kingdom are required by TalkTalk to inform themselves about and observe any restrictions on the offer, sale or transfer of TalkTalk Shares. Credit Suisse, which is authorised and regulated in the United Kingdom by the FSA, is acting as financial adviser and joint sponsor to Carphone Warehouse, as joint financial adviser and broker to the listing of New Carphone Warehouse and as joint financial adviser, broker and sponsor to the listing of TalkTalk and for no one else in connection with the Proposals and will not be responsible to anyone other than Carphone Warehouse, New Carphone Warehouse or TalkTalk for providing the protections afforded to clients of Credit Suisse nor for providing advice in relation to the Proposals or any other matter or arrangement referred to in this document. This statement does not seek to limit or exclude responsibilities or liabilities which may arise under the FSMA or the regulatory regime established thereunder. UBS Investment Bank, is acting as joint financial adviser and broker to the listing of New Carphone Warehouse, as joint sponsor to Carphone Warehouse and as joint financial adviser, broker and sponsor to the listing of TalkTalk and for no-one else in connection with the Proposals and will not be responsible to any person other than Carphone Warehouse, New Carphone Warehouse or TalkTalk for providing the protections afforded to clients of UBS Investment Bank nor for providing advice in relation to the Proposals or any other matter or arrangement referred to in this document. This statement does not seek to limit or exclude responsibilities or liabilities which may arise under the FSMA or the regulatory regime established thereunder. Apart from the responsibilities and liabilities, if any, which may be imposed on the Joint Sponsors (including those acting as sponsor as the case may be) by the FSMA or the regulatory regime established thereunder or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither of the Joint Sponsors accepts any responsibility whatsoever for the contents of this document or for any other statement made or purported to be made by it, or on its behalf, in connection with TalkTalk, the TalkTalk Shares, the Proposals, TalkTalk Admission or any other matter or arrangement referred to in this document. Each of the Joint Sponsors accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of such document or any such statement. Investors should rely only on the information contained in this document. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied on as having been so authorised by Carphone Warehouse, TalkTalk, the TalkTalk Directors or the Joint Sponsors. In particular, the contents of the Carphone Warehouse Group or the TalkTalk Group’s websites do not form part of this document and investors should not rely on them. Without prejudice to any legal or regulatory obligation on TalkTalk to publish a supplementary prospectus pursuant to section 87G of the FSMA and Rule 3.4 of the Prospectus Rules, neither the delivery of this document, nor the Demerger becoming effective, nor TalkTalk Admission, shall, under any circumstances, create any implication that there has been no change in the affairs of the TalkTalk Group since the date of this document or that the information in it is correct as of any time subsequent to the date of this document. The distribution of this document and any accompanying documents and the allotment and issue of TalkTalk Shares in jurisdictions other than the United Kingdom may be restricted by law. Therefore persons outside the United Kingdom into whose possession this document and any accompanying documents come should inform themselves about and observe any such restrictions. No action has been taken by TalkTalk to obtain any approval, authorisation or exemption to permit the allotment or issue of TalkTalk Shares or the possession or distribution of this document (or any other publicity material relating to the TalkTalk Shares) in any jurisdiction, other than in the United Kingdom. Overseas shareholders may be affected by the laws of other jurisdictions in relation to the distribution of this document or the Proposals. Persons into whose possession this document comes should inform themselves about and observe any applicable restrictions and legal, exchange control or regulatory requirements in relation to the distribution of this document and the Proposals. Any failure to comply with such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction. The contents of this document should not be construed as legal, business or tax advice. Each investor should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice. NOTICE TO INVESTORS IN THE UNITED STATES The TalkTalk Shares are being issued pursuant to the Proposals. Financial information included in this document has been prepared in accordance with IFRS accounting standards that may not be comparable to the