Proof 13: 26.6.14 This document comprises a prospectus relating to the New Dixons Carphone Shares and has been prepared in accordance with the Prospectus Rules made under section 73A of the Financial Services and Markets Act 2000 (as amended) (the ‘‘FSMA’’) and has been approved by the Financial Conduct Authority (the ‘‘FCA’’) under the FSMA. This document has been made available to the public in accordance with Prospectus Rule 3.2. Carphone, the Carphone Directors and the Proposed Directors whose names appear on page 43 of this document accept responsibility for the information contained in this document. To the best of the knowledge of Carphone, the Carphone Directors and the Proposed Directors (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. Investors should read the whole of this document carefully. In particular, investors should take account of the section entitled Risk Factors on pages 21 to 36 of this document for a discussion of the risks which might affect the value of an investment in Carphone, the Combined Group, the Carphone Shares and the New Dixons Carphone Shares. Carphone Warehouse Group plc (proposed to be renamed Dixons Carphone plc) (Incorporated in England and Wales under the Companies Act 2006 with registered number 07105905) Proposed issue of up to 576,067,769 new ordinary shares in connection with the proposed recommended all-share merger of Carphone Warehouse Group plc and Dixons Retail plc to be implemented by way of a scheme of arrangement of Dixons Retail plc under Part 26 of the Companies Act 2006 and Application for admission of up to 576,067,769 new ordinary shares to the premium listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange The Existing Carphone Shares are currently listed on the premium listing segment of the Official List and traded on the London Stock Exchange’s main market for listed securities. Applications will be made to the FCA for the New Dixons Carphone Shares to be issued pursuant to the Merger to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New Dixons Carphone Shares to be admitted to trading on its main market for listed securities. It is expected that Admission will become effective and that dealings in the New Dixons Carphone Shares will commence at 8.00 a.m. on the business day following the Effective Date which, subject to the satisfaction or waiver (if capable of waiver) of certain Conditions, including the sanction of the Scheme by the Court, is expected to occur on 6 August 2014. The New Dixons Carphone Shares will, when issued, rank pari passu in all respects with the Existing Carphone Shares. No application has been made for the New Dixons Carphone Shares to be admitted to listing or dealt with on any other exchange. Investors should only rely 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 representation must not be relied upon as having been so authorised by Carphone, the Carphone Directors, the Proposed Directors or the Joint Sponsors. No representation or warranty, express or implied, is made by the Joint Sponsors as to the accuracy or completeness of such information, and nothing contained in this document is, or shall be relied upon as, a promise or representation by the Joint Sponsors as to the past, present or future. In particular, the contents of Carphone’s and Dixons’ websites do not form part of this document and investors should not rely on them. Without prejudice to any legal or regulatory obligation on Carphone to publish a supplementary prospectus pursuant to section 87G of the FSMA and Prospectus Rule 3.4, neither the delivery of this document nor Admission shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Combined Group taken as a whole since the date of this document or that the information in it is correct as of any time after the date of this document. Persons who come into possession of this document 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 Merger. 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. Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFIN – Federal Financial Supervisory Authority). Deutsche Bank AG, London Branch is further authorised in the United Kingdom by the Prudential Regulation Authority and is subject to limited regulation by the FCA and the Prudential Regulation Authority. Deutsche Bank is acting as lead financial adviser and joint sponsor for Carphone and no-one else in connection with the Merger and Admission and will not regard any other person (whether or not a recipient of this document) as its client in relation to the Merger and Admission and will not be responsible to anyone other than Carphone for providing the protections afforded to its clients nor for the giving of advice in relation to the Merger or Admission or any other matter or arrangement referred to in this document. Apart from the responsibilities and liabilities, if any, which may be imposed on Deutsche Bank by the FSMA or the regulatory regime established thereunder, Deutsche Bank accepts no responsibility whatsoever for the contents of this document, including its accuracy, completeness or for any other statement made or purported to be made by it, or on its behalf, in connection with Carphone, the New Dixons Carphone Shares or the Merger. Deutsche Bank, its subsidiaries, branches and affiliates accordingly disclaim all and any duty, liability and responsibility whether arising in tort, contract or otherwise (save as referred to above) in respect of this document or any such statement or otherwise. Nothing in this document excludes, or attempts to exclude, Deutsche Bank’s liability for fraud or fraudulent misrepresentation. UBS Limited, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority, is acting as joint financial adviser and joint sponsor for Carphone and no-one else in connection with the Merger and Admission and will not regard any other person (whether or not a recipient of this document) as its client in relation to the Merger and Admission and will not be responsible to anyone other than Carphone for providing the protections afforded to its clients nor for the giving of advice in relation to the Merger or Admission or any other matter or arrangement referred to in this document. Apart from the responsibilities and liabilities, if any, which may be imposed on UBS by the FSMA or the regulatory regime established thereunder, UBS accepts no responsibility whatsoever for the contents of this document, including its accuracy, completeness or for any other statement made or purported to be made by it, or on its behalf, in connection with Carphone, the New Dixons Carphone Shares or the Merger. UBS, its subsidiaries, branches and affiliates accordingly disclaim all and any duty, liability and responsibility whether arising in tort, contract or otherwise (save as referred to above) in respect of this document or any such statement or otherwise. Nothing in this document excludes or attempts to exclude, UBS’s liability for fraud or fraudulent misrepresentation. Notice to overseas shareholders General The release, publication or distribution of this document in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and should observe, any applicable requirements. Any failure to comply with these requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Merger disclaim any responsibility or liability for the violation of such requirements by any person. Unless otherwise determined by Carphone or required by the Code, and permitted by applicable law and regulation, the Merger will not be made, directly or indirectly, in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Merger by any such use, means, instrumentality or form within any jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this document and all documents relating to the Merger are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this document and all documents relating to the Merger (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. The availability of the New Dixons Carphone Shares to Dixons Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are 2 c110027pu010 Proof 13: 26.6.14_09:12 B/L Revision: 0 Operator YouG located.