Attachment Attachment

This document pretains to ITC-STA-20120614-00158 for Special Temporal Authority on a International Telecommunications filing.

IBFS_ITCSTA2012061400158_955032

ATTACHMENT 1 Answer to Question 10 - Justification of Need for Special Temporary Authority: Cable & Wireless Global Network Limited (Ireland) (“C&WGNL”) is the holder of ITC-214- 20040713-00267, which authorizes the provision of international facilities-based and global resale services. C&WGNL is currently a wholly-owned subsidiary of Cable & Wireless Worldwide plc (“CWW”).1 CWW is a global provider of primarily fixed telecommunications and related services, specializing in providing services to large users of telecommunications, including multinational corporations, governments, carrier customers and resellers. Vodafone Group Plc (“Vodafone”), a U.K.-based, publicly-listed company, is the holding company of a group of entities involved in the operation of primarily mobile telecommunications networks and the provision of related telecommunications services. Under the proposed transfer of control of C&WGNL, Vodafone, as the ultimate corporate parent of Vodafone Europe B.V. (“Vodafone Europe”), will acquire de jure and de facto control of C&WGNL. Pursuant to a scheme of arrangement (the “Scheme”), Vodafone Europe will acquire 100% of the issued and to be issued ordinary share capital of CWW, a publicly-traded UK corporation that is the corporate parent of C&WGNL. The transaction is governed by U.K. law. A circular relating to the Scheme (the “Scheme Document”) sets out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement, notices of the required meetings, a timetable of principal events and details of the actions to be taken.2 As described in the Scheme Document, the Scheme will require, inter alia, approval from a U.K. court. Under the timetable set out in the Scheme Document and expected to be approved by the court, a suspension of CWW’s public listing and dealings in its shares is scheduled to occur by 7:30 a.m. on July 26, 2012, with the Scheme becoming effective on or around July 27, 2012. A cancellation of CWW’s listings is scheduled to occur by no later than 8:00 a.m. on July 30, 2012. The parties, pursuant to Section 214 of the Communications Act and Sections 63.24, and 63.25 of the Commission’s rules, respectfully request Special Temporary Authority (“STA”) to consummate, consistent with the timeframe delineated in the Scheme Document and as approved by a U.K. court, a transaction in which control of C&WGNL will be transferred from CWW to Vodafone Europe. The parties respectfully request that the Commission grant this STA as soon as possible and no later than July 20, 2012, so that the parties can close the transaction in compliance with the timeline set forth in the Scheme Document, as approved by a U.K. court. On June 13, 2012, the Applicants filed the underlying transfer of control application.3 1 Note that, as a result of a demerger that occurred in 2010, CWW is not affiliated with Cable & Wireless Communications plc. For a description of that transaction, see File No. ITC-T/C- 20100329-00133. 2 The Scheme Document is available at www.vodafone.com/investor. 3 FCC File No. ITC-T/C-INTR2012-01416 (filed June 13, 2012).

Granting the STA authorizing the parties to close the transaction swiftly is in the public interest because it is consistent with the principle of comity and will allow C&WGNL to continue providing facilities-based and resale services to its existing consumers without disruption (and without a change in service providers). In addition, an STA authorizing the closing will facilitate operating efficiencies and promote competition, as it will increase the scope of services that Vodafone can offer enterprise customers and make Vodafone a stronger competitor in the international enterprise market. Although this transaction has been valued at almost $1.6 billion and involves the acquisition of dozens of foreign carriers throughout the world, CWW’s U.S. operations constitute a very minor portion of its overall global operations. The Parties acknowledge that a grant of this request will not prejudice action by the Commission on the underlying joint section 214 transfer of control application and that any authority granted pursuant to this request is subject to cancellation or modification upon notice, but without a hearing. Answer to Question 12: 63.18(i): After consummation of the proposed transaction, the Section 214 holder will be affiliated with foreign carriers in the following countries: Albania Greece Portugal Australia Hong Kong Romania Austria Hungary Russia Bahrain India Singapore Belgium Ireland South Africa Czech Republic Italy Spain Democratic Republic of Congo Kenya Sweden Denmark Lesotho Switzerland Egypt Luxembourg Tanzania Fiji Malta Turkey France Mozambique Ukraine Germany Netherlands United Kingdom Ghana New Zealand 63.18(j): After consummation of the proposed transaction, entities that control the Section 214 holder will also control, or hold at least 25% of the voting or equity interests in, the following foreign carriers: Country Carrier Albania Vodafone Albania Sh.A Australia Vodafone Hutchison Australia Pty Ltd Australia Cable & Wireless Global Business Services Pty Limited Austria Cable & Wireless Austria GmbH Bahrain Cable & Wireless Worldwide Bahrain WLL 2

Belgium Cable & Wireless (Belgium) NV Czech Republic Vodafone Czech Republic A.S. Democratic Republic of Vodacom Congo s.p.r.l Congo Denmark Cable & Wireless Global A/S Egypt Vodafone Egypt Telecommunications SAE Fiji Vodafone Fiji Ltd France Cable & Wireless SAS Germany Vodafone D2 GmbH Ghana Ghana Telecommunications Company Ltd Greece Vodafone Panafon Helenic Telecommunications Company S.A. Hong Kong Cable & Wireless Global Network (Hong Kong) Limited Hong Kong Cable & Wireless Global (Hong Kong) Limited Hungary Vodafone Hungary Mobile Telecommunications Company Ltd India Vodafone India Ltd India Cable & Wireless Global (India) Private Limited India Cable & Wireless Networks India Pvt Limited Ireland Vodafone Ireland Ltd Ireland Cable & Wireless Global Limited Ireland Cable & Wireless Global Network Limited Italy Vodafone Omnitel NV Italy Cable & Wireless SpA Kenya Safaricom Ltd Lesotho Vodacom Lesotho Pty Ltd Luxembourg Cable & Wireless Luxembourg SA Malta Vodafone Malta Ltd Mozambique VM S.a.r.l Netherlands Vodafone Libertel B.V. New Zealand Vodafone New Zealand Ltd Portugal Vodafone Portugal Communicaoes Passoais S.A. Romania Vodafone Romania S.A. Russia Cable & Wireless CIS Svyaz Singapore Cable & Wireless Regional Businesses (Singapore) Pte Limited Singapore Cable & Wireless Worldwide (Singapore) PTE Limited Singapore Cable & Wireless Global Pte Limited South Africa Vodacom Group Ltd South Africa Cable & Wireless Worldwide South Africa (Pty) Limited Spain Vodafone Espana S.A. U Spain Cable and Wireless SLU Sweden Cable & Wireless Sweden AB Switzerland Cable & Wireless Switzerland AG Tanzania Vodacom Tanzania Ltd Turkey Vodafone Telekomunikasyon A.S. Ukraine Cable & Wireless Ukraine Limited United Kingdom Energis Communications Limited United Kingdom Cable & Wireless Europe (UK) Limited 3

United Kingdom Cable & Wireless UK Limited United Kingdom Apollo Submarine Cable Systems Limited United Kingdom Cable & Wireless Capital Limited United Kingdom Thus Limited United Kingdom Vodafone Ltd 63.18(k): Pursuant to Section 63.10(a)(3), the Section 214 holder, C&WGNL, qualifies for non- dominant carrier status on all international routes except for Ghana because each of its foreign carrier affiliates (except in Ghana) lacks 50% market share in the fixed local access and international transport markets on the foreign end of the route. In Ghana, C&WGNL will be affiliated with Ghana Telecommunications Company Ltd, which is the incumbent telecommunications provider in that country. Ghana is a member of the World Trade Organization (“WTO”). Therefore, pursuant to Section 63.18(k)(1), it is presumptively in the public interest to authorize C&WGNL to provide service to this destination country. 63.18(l): Vodafone Europe is not proposing to resell the international switched services of an unaffiliated U.S. carrier. 63.18(m): Pursuant to Section 63.10(a)(3), the Section 214 holder, C&WGNL, qualifies for non-dominant carrier status on all international routes except for Ghana because each of its foreign carrier affiliates (except in Ghana) lacks 50% market share in the fixed local access and international transport markets on the foreign end of the route. In Ghana, C&WGNL will be affiliated with Ghana Telecommunications Company Ltd, which is the incumbent telecommunications provider in that country. Answer to Question 13: See response to Question 12 above. Answer to Question 14: See response to Question 12 above. Answer to Question 16: Vodafone Europe has not previously received Section 214 authority from the Commission. C&WGNL has Global Facilities-Based Authority and Global Resale Authority pursuant to 47 C.F.R. §§ 63.18(e)(1) and (e)(2). See Answer to Question 10 above, as well as Exhibit A attached hereto for further information regarding C&WGNL’s previously granted authority under Section 214. Vodafone Europe is not applying for authority to acquire facilities or to provide services not covered by Sections 63.18(e)(1) and (e)(2) of the Commission’s rules, nor is it seeking additional authority under Section 63.18(e)(3). 4

ATTACHMENT 2 Answer to Question 15: The name, address, citizenship and principal business of any person or entity currently holding, either directly or indirectly, at least a ten percent equity or voting interest in Vodafone Europe are listed below (with ownership percentages calculated in accordance with the Note to Section 63.18(h)): Company Name – Vodafone Investments Luxembourg Sarl Address – 15 rue Edward Steichen, Luxembourg, 2540, Luxembourg Tel No. – +352 (26) 12 72 30 Jurisdiction of Formation – Luxembourg Principal Business – Telecoms Interest – 47.84% (direct) Company Name – Vodafone Consolidated Holdings Limited Address – Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England Tel No. – +44 (0) 1635 33251 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 100% (direct) Company Name – Vodafone International B.V. Address – Rivium Quadrant 173, 15th Floor, 2909 LC, Capelle aan den IJssel, The Netherlands Tel No. – +31 10 498 77 11 Jurisdiction of Formation – The Netherlands Principal Business – Telecoms Interest – 42.08% (indirect) Company Name – Vodafone International Inc. (California) Address – Denver Place, South Tower, 17th Floor, 999 18th Street, Denver CO 80202 Tel No. – +1 303-293-5870 Jurisdiction of Formation – United States Principal Business – Telecoms Interest – 17.54% (indirect) Company Name – Vodafone Americas Inc. (Delaware) Address – Denver Place, South Tower, 17th Floor, 999 18th Street, Denver CO 80202 Tel No. – +1 303-293-5870 Jurisdiction of Formation – United States Principal Business – Telecoms Interest – 17.54% (indirect) 5

Company Name – Vodafone Americas Holdings Inc. (Delaware) Address – Denver Place, South Tower, 17th Floor, 999 18th Street, Denver CO 80202 Tel No. – +1 303-293-5870 Jurisdiction of Formation – United States Principal Business – Telecoms Interest – 17.54% (indirect) Company Name – Vodafone Americas Finance 2 Inc. (Delaware) Address – Denver Place, South Tower, 17th Floor, 999 18th Street, Denver CO 80202 Tel No. – +1 303-293-5870 Jurisdiction of Formation – United States Principal Business – Telecoms Interest – 17.54% (indirect) Company Name – Vodafone Americas Finance 1 Inc. (Delaware) Address – Denver Place, South Tower, 17th Floor, 999 18th Street, Denver CO 80202 Tel No. – +1 303-293-5870 Jurisdiction of Formation – United States Principal Business – Telecoms Interest – 17.54% (indirect) Company Name – Vodafone 4 Limited Address – Ogier House, The Esplanade, St. Helier, JE4 9WG, Jersey Tel No. – +44 1534 504000 Jurisdiction of Formation – Jersey Principal Business – Telecoms Interest – 17.54% (indirect) Company Name – Vodafone 4 B.V. Address – Rivium Quadrant 173, 15th Floor, 2909 LC, Capelle aan den IJssel, The Netherlands Tel No. – +31 10 498 77 11 Jurisdiction of Formation – The Netherlands Principal Business – Telecoms Interest – 17.54% (indirect) Company Name – Vodafone Luxembourg Sarl Address – 15 rue Edward Steichen, Luxembourg, 2540, Luxembourg Tel No. – +352 26 12 72 Jurisdiction of Formation – Luxembourg Principal Business – Telecoms Interest – 17.54% (indirect) Company Name – Vodafone International 1 Sarl Address – 15 rue Edward Steichen, Luxembourg, 2540, Luxembourg Tel No. – +352 26 12 72 Jurisdiction of Formation – Luxembourg Principal Business – Telecoms Interest – 42.08% (indirect) 6

Company Name – Vodafone Finance UK Limited Address – Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England Tel No. – +44 (0) 1635 6 73923 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 15.48% (indirect) Company Name – Vodafone Jersey Dollar Holdings Limited Address – Ogier House, The Esplanade, St. Helier, JE4 9WG, Jersey Tel No. – +44 1534 504000 Jurisdiction of Formation – Jersey Principal Business – Telecoms Interest – 25.76% (indirect) Company Name – Vodafone Worldwide Holdings Limited Address – Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England Tel No. – +44 (0) 1635 33251 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 26.9% (indirect) Company Name – Vodafone Intermediate Enterprises Limited Address – Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England Tel No. – +44 (0) 1635 33251 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 100% (indirect) Company Name – Vodaphone Limited Address – Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England Tel No. – +44 (0) 1635 33251 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 100% (indirect) Company Name – Vodafone 2 Address – Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England Tel No. – +44 (0) 1635 33251 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 100% (indirect) Company Name – Vodafone Holdings Luxembourg Limited Address – Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England Tel No. – +44 (0) 1635 33251 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 100% (indirect) 7

Company Name – Vodafone Benelux Limited Address – Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England Tel No. – +44 (0) 1635 33251 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 100% (indirect) Company Name – Vodafone International Holdings Limited Address – Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England Tel No. – +44 (0) 1635 6 73923 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 100% (indirect) Company Name – Vodafone International Operations Limited Address – Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England Tel No. – +44 (0) 1635 6 73923 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 100% (indirect) Company Name – Vodafone European Investments Address – Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England Tel No. – +44 (0) 1635 6 73923 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 100% (indirect) Company Name – Vodafone Group Plc Address – Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England Tel No. – +44 (0) 1635 33251 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 100% (indirect) There are no other individuals or entities that hold a 10% or greater direct or indirect equity or voting interest in Vodafone Europe. The ultimate parent, Vodafone Group Plc, is a publicly- traded entity that has no 10% or greater stockholders. The following entities currently hold and, post-transaction, will continue to hold a 100% interest in C&WGNL, the holder of the Section 214 authorization: Company Name – The Eastern Leasing Company Limited Address – Worldwide House, Western Road, Bracknell, Berkshire RG12 1RW, United Kingdom Tel No. – +44 (0) 1344 726542 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 100% (direct) 8

Company Name – Cable & Wireless UK Holdings Limited Address – Worldwide House, Western Road, Bracknell, Berkshire RG12 1RW, United Kingdom Tel No. – +44 (0) 1344 726542 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 100% (indirect) Company Name – Cable & Wireless Worldwide plc Address – Worldwide House, Western Road, Bracknell, Berkshire RG12 1RW, United Kingdom Tel No. – +44 (0) 1344 726542 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 100% (indirect) Interlocking directorates of Vodafone Europe: Erik Antonius Jacobus de Rijk is a director of Vodafone Europe and is Supervisory Board Chairman of Vodafone Libertel B.V., a Vodafone wireless carrier subsidiary in the Netherlands. Michel Marie Alain Combes is a director of Vodafone Group Plc, the ultimate parent of Vodafone Europe, and is Supervisory Board Chairman of Vodafone D2 GmbH, a Vodafone wireless carrier subsidiary in Germany. 9

EXHIBIT A 10

Page 1 of 5 Approved by OMB 3060-0686 INTERNATIONAL SECTION 214 AUTHORIZATIONS FOR ASSIGNMENT OR TRANSFER OF CONTROL FCC FORM 214TC FOR OFFICIAL USE ONLY APPLICANT INFORMATION Enter a description of this application to identify it on the main menu: Transfer of ultimate control from Cable &WirelessWorldwide plc to Vodafone Group Plc 1. Legal Name of Applicant Phone Name: Vodafone Europe BV Number: +31 10 498 77 11 DBA Fax Name: Number: Street: Rivium Quadrant 173, 15th Floor E-Mail: erik.de.rijk@vodafone.com City: 2909 LC, Capelle aan den IJssel State: Country: NLD Zipcode: - Attention: Erik de Rijk 2. Name of Contact Representative Name: Michele Farquhar Phone Number: 202-637-5663 Company: Hogan Lovells US LLP Fax Number: 202-637-5910 Street: 555 Thirteenth Street, NW E-Mail: michele.farquhar@hoganlovells.com City: Washington State: DC Country: USA Zipcode: 20004- Attention: Michele Farquhar Relationship: Legal Counsel CLASSIFICATION OF FILING 3.Choose the button next to the classification that best describes this filing. Choose only one. a. Assignment of Section 214 Authority An Assignment of an authorization is a transaction in which the authorization, or a portion of it, is assigned from one entity to another. Following an assignment, the authorization will usually be held by an entity other than the one to which it was originally granted. (See Section 63.24(b).) b. Transfer of Control of Section 214 Authority A Transfer of Control is a transaction in which the authorization remains held by the same entity, but there is a change in the entity or entities that control the authorization holder. (See Section 63.24(c).) c. Notification of Pro Forma Assignment of Section 214 Authority ( No fee required ) d. Notification of Pro Forma Transfer of Control of Section 214 Authority ( No fee required ) Date of Consummation: Must be completed if you selecct c or d. 4. File Number(s) of Section 214 Authority(ies) for Which You Seek Consent to Assign or Transfer Control. Note: If the Section 214 Authorization Holder whose authority is being assigned or transferred does not have an "ITC" File No. under which it is operating, contact the Help Desk for assistance before proceeding further with this application. You cannot enter an "ITC-ASG" or "ITC-T/C" File No. in response to this question. Your response must specify one or more "ITC" File Nos. Relevant "ITC-ASG" or "ITC-T/C" File Nos. should be listed only in Attachment 1 in response to Question 10. http://licensing.fcc.gov/ibfsweb/ib.page.FetchForm?id_app_num=98050&form=P017_101... 6/13/2012

Page 2 of 5 File File File File File File File File Number:ITC2142004071300267 Number: Number: Number: Number: Number: Number: Number: 5. Name of Section 214 Authorization Holder Cable & Wireless Global Network Limited Phone Name: Number: +4401344726542 (Ireland) DBA Name: Fax Number: +440870911536 Street: Worldwide House, Western Road E-Mail: richard.mullock@cw.com City: Bracknell State: Country: GBR Zipcode: - Attention: 6. Name of Assignor / Transferor Phone Name: Mr Philip Davis Number: +4401344726542 DBA Name: Cable & Wireless Worldwide plc Fax Number: +440870911536 Street: Worldwide House, Western Road E-Mail: Philip.davis@cw.com City: Bracknell State: Country: GBR Zipcode: - Attention: 7. Name of Assignee / Transferee Phone Name: Vodafone Europe BV Number: +31 10 498 77 11 DBA Name: Fax Number: Street: Rivium Quadrant 173, 15th Floor E-Mail: erik.de.rijk@vodafone.com City: 2909 LC, Capelle aan den IJssel State: Country: NLD Zipcode: - Attention: Erik de Rijk 8a. Is a fee submitted with this application? If Yes, complete and attach FCC Form 159. If No, indicate reason for fee exemption (see 47 C.F.R.Section 1.1114). Governmental Entity Noncommercial educational licensee Notification of Pro Forma (No fee required.) Other(please explain): 8b. You must file a separate application for each legal entity that holds one or more Section 214 authorizations to be assigned or transferred. Fee Classification CUT - Section 214 Authority 9. Description (Summarize the nature of the application.) Transfer of ultimate control from Cable & Wireless Worldwide plc to Vodafone Group Plc. 10. In Attachment 1, please respond to paragraphs (c) and (d) of Section 63.18 with respect to the assignor/transferor and the assignee/transferee. Label your response "Answer to Question 10". 11. Does any entity, directly or indirectly, own at least ten (10) percent of the equity of the assignee/transferee as determined by successive multiplication in the manner specified in the note Yes No to Section 63.18(h) of the rules? If you answered "Yes" to this question, provide in Attachment 1, the name, address, citizenship, http://licensing.fcc.gov/ibfsweb/ib.page.FetchForm?id_app_num=98050&form=P017_101... 6/13/2012

Page 3 of 5 and principal businesses of each person or entity that directly or indirectly owns at least ten (10) percent of the equity of the assignee/transferee, and the percentage of equity owned by each of those persons or entities (to the nearest one percent). Label your response "Answer to Question 11." 12. Does the assignee/transferee have any interlocking directorates with a foreign carrier? Yes No If you answered "Yes" to this question, identify each interlocking officer/director in Attachment 1. (See Section 63.09(g).) Provide the name and position/title of the individual or entity, the name of the foreign carrier, and the country in which the foreign carrier is authorized to operate. Label your response: "Answer to Question 12." 13. Provide in Attachment 1 a narrative of the means by which the proposed assignment or transfer of control will take place. In circumstances of a substantial assignment or transfer of control pursuant to Section 63.24(e), where the assignor seeks authority to assign only a portion of its U.S. international assets and/or customer base, please specify whether the assignor requests authority to continue to operate under any or all of its international Section 214 File Nos. after consummation; and, if so, please specify in Attachment 1 each File No. it seeks to retain in its own name. Label your response "Answer to Question 13." Note: The assignor may retain any or all of its international Section 214 File Nos. In that case, the assignor will continue to hold the international section 214 authorizations that it specifies in response to this question. The ITC-ASG File No. that the Commission assigns to this application will, when granted, constitute Commission authorization of the proposed assignment of assets and /or customers from the assignor to the assignee. Unless Commission grant of the assignment application specifies otherwise, the assignee may provide the same services on the same routes as permitted under the assignor's Section 214 authorization(s), and the assignee may provide such service to any customers it may obtain in the ordinary course of business. If this filing is not a notification of a pro forma assignment or pro forma transfer of control, please respond to Questions 14-20 below. (See Section 63.24(d).) Otherwise, you may proceed to Question 21 below. 14. Check "Yes" below if the assignee is a foreign carrier or if, upon consummation of the proposed assignment or transfer of control, the Section 214 holder would be affiliated with a foreign carrier. (See Section 63.18 (i).) The terms "foreign carrier" and "affiliated" are defined in Yes No Section 63.09 (d) & (e) of the rules respectively. If you answered "Yes" to this question, please specify in Attachment 1 each foreign country in which the assignee is a foreign carrier or in which the Section 214 holder, upon consummation, would be affiliated with a foreign carrier. Label your response, "Answer to Question 14." 15. If this application is granted and the proposed assignment or transfer is consummated, would the Section 214 holder be authorized to provide service to any destination country for which any Yes No of the following statements is true? (1) The Section 214 holder is a foreign carrier in that country; or (2) The Section 214 holder controls a foreign carrier in that country; or (3) Any entity that owns more than 25 percent of the Section 214 holder, or that controls the Section 214 holder, controls a foreign carrier in that country. (4) Two or more foreign carriers (or parties that control foreign carriers) own, in the aggregate, more than 25 percent of the Section 214 holder and are parties to, or the beneficiaries of, a contractual relation (e.g., a joint venture or market alliance) affecting the provision or marketing of international basic telecommunications services in the United States. If you answered "Yes" to this question, please specify in Attachment 1 each foreign carrier and country for which any of the above statements would be true. Label your response, "Answer to Question 15." 16. If you answered "Yes" to question 14, do you request classification of the Section 214 holder as a "non-dominant" carrier, upon consummation of the proposed transaction, between the United Yes No States and any or all countries listed in response to Question 14? See Section 63.10 of the rules. If you answered "Yes" to this question, you must provide information in Attachment 1 to demonstrate that the Section 214 holder would qualify for non-dominant classification under Section 63.10 of the rules on each U.S.-destination country route where it would be a foreign carrier, or would be affiliated with a foreign carrier and for which you request non-dominant classification. Label your response, "Answer to Question 16." http://licensing.fcc.gov/ibfsweb/ib.page.FetchForm?id_app_num=98050&form=P017_101... 6/13/2012

Page 4 of 5 17. If you answered "Yes" to question 14 and you have not provided information in response to Question 16 to demonstrate that the Section 214 holder would qualify for non-dominant classification under Section 63.10 of the rules on each U.S.-destination route where it would be a foreign carrier, or be affiliated with a foreign carrier, check "Yes" below to certify that the assignee/transferee agrees to comply with the dominant carrier safeguards in Section 63.10 (c) & (e) of the rules in the provision of international service between the United States and any foreign country(ies) for which you have not provided the required information. Yes, I certify that I agree to comply with the dominant carrier safeguards in Section 63.10 (c) & (e) of the rules in my provision of international service between the United States and the following foreign country(ies): Ghana No, Does not apply. 18. If you answered "Yes" to question 15, and if you have not provided information in response to question 16 to demonstrate that the Section 214 holder would qualify for non-dominant classification under Section 63.10 of the rules in its provision of service to each of the countries identified in response to question 15, the Section 214 holder may not be eligible to provide international telecommunications service between the U.S. and each such country following consummation of the assignment or transfer. In order to determine whether the public interest would be served by authorizing service on these U.S.-destination country routes, the assignee/transferee must provide information, in Attachment 1, to satisfy one of the showings specified in Section 63.18(k) of the rules. Label your response, "Answer to Question 18." 19. If the assignee, or the Section 214 holder that is the subject of this transfer of control application, is a provider of Commercial Mobile Radio Services, you need not answer this question. If any of the Section 214 authorization(s) that would be assigned or transferred, authorize the Section 214 holder to resell the international switched services of an unaffiliated U.S. carrier for the purpose of providing international telecommunications services to a country listed in response to question 14, and unless you have provided information in response to question 16 to demonstrate that the Section 214 holder would qualify for non-dominant classification under Section 63.10(a)(3) of the rules for each country, check "Yes" below to certify that the assignee/transferee will file the quarterly traffic reports required by Section 43.61(c) of the rules; and/or state in Attachment 1 that the foreign carrier(s) for which the applicant has not made a showing under Section 63.10(c)(3) do(es) not collect settlement payments from U.S. international carriers. (See Section 63.18(l).) Yes, I certify that I agree to comply with the quarterly traffic reporting requirements set forth in section 43.61( c ) of the rules. 20. If the applicant desires streamlined processing pursuant to Section 63.12 of the rules, provide in Attachment 1 a statement of how the application qualifies for streamlined processing. (See Section 63.18(p).) Note that, if the application is being filed in connection with a sale of assets or reorganization of a carrier or its parent pursuant to the U.S. bankruptcy laws, the application may not be eligible for streamlined processing until final bankruptcy court approval of the proposed sale or reorganization. Applicant certifies that its responses to questions 21 through 25 are true: 21. The assignee/transferee certifies that it has not agreed to accept special concessions directly or indirectly from a foreign carrier with respect to any U.S. international route where the foreign carrier possesses sufficient market power on the foreign end of the route to affect competition Yes No adversely in the U.S. market and will not enter into any such agreements in the future. 22. By signing this application, the undersigned certify either (1) that the authorization(s) will not be assigned or that control of the authorization(s) will not be transferred until the consent of the Federal Communications Commission has been given, or (2) that prior Commission consent is not required because the transaction is subject to the notification procedures for pro forma Yes No transactions under Section 63.24 of the rules. The assignee/transferee also acknowledges that the Commission must be notified by letter within 30 days of a consummation or of a decision not to consummate. (See Section 63.24(e)(4).) 23. If this filing is a notification of a pro forma assignment or transfer of control, the undersigned Yes No certify that the assignment or transfer of control was pro forma and that, together with all previous pro forma transactions, does not result in a change in the actual controlling party. Not a Pro Forma 24. The undersigned certify that all statements made in this application and in the exhibits, attachments, or documents incorporated by reference are material, are part of this application, and http://licensing.fcc.gov/ibfsweb/ib.page.FetchForm?id_app_num=98050&form=P017_101... 6/13/2012

Page 5 of 5 are true, complete, correct, and made in good faith. Yes No 25. The assignee/transferee certifies that neither it nor any other party to the application is subject to a denial of Federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C. � 862, because of a conviction for possession or distribution of a controlled substance. Yes No See Section 1.2002(b) of the rules, 47 CFR � 1.2002(b), for the definition of "party to the application" as used in this certification. CERTIFICATION 26. Printed Name of Assignor / Transferor 29. Printed Name of Assignee / Transferee Cable &WirelessWorldwide plc Vodafone Europe BV 27. Title (Office Held by Person Signing) 30. Title (Office Held by Person Signing) General Counsel Director 28. Signature (Enter the name of the person who will sign 31. Signature (Enter the name of the person who will sign the paper version of this form for retention in their files) the paper version of this form for retention in their files) Philip Davis Erik de Rijk WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE PUNISHABLE BY FINE AND / OR IMPRISONMENT (U.S. Code, Title 18, Section 1001), AND/OR REVOCATION OF ANY STATION AUTHORIZATION (U.S. Code, Title 47, Section 312(a)(1)), AND/OR FORFEITURE (U.S. Code, Title 47, Section 503). FCC NOTICE REQUIRED BY THE PAPERWORK REDUCTION ACT The public reporting for this collection of information is estimated to average 8 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the required data, and completing and reviewing the collection of information. If you have any comments on this burden estimate, or how we can improve the collection and reduce the burden it causes you, please write to the Federal Communications Commission, AMD-PERM, Paperwork Reduction Project (3060-0686), Washington, DC 20554. We will also accept your comments regarding the Paperwork Reduction Act aspects of this collection via the Internet if you send them to PRA@fcc.gov. PLEASE DO NOT SEND COMPLETED FORMS TO THIS ADDRESS. Remember - You are not required to respond to a collection of information sponsored by the Federal government, and the government may not conduct or sponsor this collection, unless it displays a currently valid OMB control number or if we fail to provide you with this notice. This collection has been assigned an OMB control number of 3060-0686. THE FOREGOING NOTICE IS REQUIRED BY THE PAPERWORK REDUCTION ACT OF 1995, PUBLIC LAW 104-13, OCTOBER 1, 1995, 44 U.S.C. SECTION 3507. http://licensing.fcc.gov/ibfsweb/ib.page.FetchForm?id_app_num=98050&form=P017_101... 6/13/2012

Vodafone Group Plc International Section 214 Transfer of Control Application ATTACHMENT 1 Background Cable & Wireless Global Network Limited (Ireland) (“C&WGNL”) is the holder of ITC-214-20040713- 00267, which authorizes the provision of international facilities-based and global resale services. C&WGNL is currently a wholly-owned subsidiary of Cable & Wireless Worldwide plc (“CWW”).1 Under the proposed transaction, which is described more fully in response to Question 13 below, C&WGNL will become an indirect, wholly-owned subsidiary of Vodafone Group Plc (“Vodafone”). Vodafone, a U.K.-based, publicly-listed company, is the holding company of a group of entities involved in the operation of primarily mobile telecommunications networks and the provision of related telecommunications services. CWW is a global provider of primarily fixed telecommunications and related services, specializing in providing services to large users of telecommunications, including multinational corporations, governments, carrier customers and resellers. The acquisition of CWW will generate operating efficiencies, increase the scope of services Vodafone can offer enterprise customers, and make Vodafone a stronger competitor in the international enterprise market. Although this transaction has been valued at almost $1.6 billion, CWW’s operations in the U.S. constitute a very minor portion of its overall global operations. Because the transaction is scheduled to close in July 2012, the parties request expeditious processing of the instant application. Answer to Question 10 In response to Section 63.18(c): Please direct correspondence concerning this application to: Michele C. Farquhar Hogan Lovells US LLP 555 13th Street NW Washington, DC 20004 Phone: (202) 637-5858 Michele.Farquhar@hoganlovells.com Counsel to Vodafone Group Plc With a copy to: Helen Watson Head of Legal & Regulatory – Global Markets Cable & Wireless 6 Temasek Boulevard, #33-03/05 Suntec Tower 4 1 Note that, as a result of a demerger that occurred in 2010, CWW is not affiliated with Cable & Wireless Communications plc. For a description of that transaction, see File No. ITC-T/C-20100329- 00133. 1

Vodafone Group Plc International Section 214 Transfer of Control Application Singapore Phone: +65 6477 5828 Helen.r.watson@cw.com In response to Section 63.18(d): The Transferee has not previously received Section 214 authority from the Commission. Answer to Question 11 The Transferee is: Company Name – Vodafone Europe B.V. Address – Rivium Quadrant 173, 15th Floor, 2909 LC, Capelle aan den IJssel, The Netherlands Tel No. – +31 10 498 77 11 Jurisdiction of Formation – The Netherlands Principal Business – Telecoms The name, address, citizenship and principal business of any person or entity currently holding, either directly or indirectly, at least a ten percent equity or voting interest in the Transferee are listed below (with ownership percentages calculated in accordance with the Note to Section 63.18(h)): Company Name – Vodafone Investments Luxembourg Sarl Address – 15 rue Edward Steichen, Luxembourg, 2540, Luxembourg Tel No. – +352 (26) 12 72 30 Jurisdiction of Formation – Luxembourg Principal Business – Telecoms Interest – 47.84% (direct) Company Name – Vodafone Consolidated Holdings Limited Address – Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England Tel No. – +44 (0) 1635 33251 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 100% (direct) Company Name – Vodafone International B.V. Address – Rivium Quadrant 173, 15th Floor, 2909 LC, Capelle aan den IJssel, The Netherlands Tel No. – +31 10 498 77 11 Jurisdiction of Formation – The Netherlands Principal Business – Telecoms Interest – 42.08% (indirect) Company Name – Vodafone International Inc. (California) Address – Denver Place, South Tower, 17th Floor, 999 18th Street, Denver CO 80202 Tel No. – +1 303-293-5870 Jurisdiction of Formation – United States 2

Vodafone Group Plc International Section 214 Transfer of Control Application Principal Business – Telecoms Interest – 17.54% (indirect) Company Name – Vodafone Americas Inc. (Delaware) Address – Denver Place, South Tower, 17th Floor, 999 18th Street, Denver CO 80202 Tel No. – +1 303-293-5870 Jurisdiction of Formation – United States Principal Business – Telecoms Interest – 17.54% (indirect) Company Name – Vodafone Americas Holdings Inc. (Delaware) Address – Denver Place, South Tower, 17th Floor, 999 18th Street, Denver CO 80202 Tel No. – +1 303-293-5870 Jurisdiction of Formation – United States Principal Business – Telecoms Interest – 17.54% (indirect) Company Name – Vodafone Americas Finance 2 Inc. (Delaware) Address – Denver Place, South Tower, 17th Floor, 999 18th Street, Denver CO 80202 Tel No. – +1 303-293-5870 Jurisdiction of Formation – United States Principal Business – Telecoms Interest – 17.54% (indirect) Company Name – Vodafone Americas Finance 1 Inc. (Delaware) Address – Denver Place, South Tower, 17th Floor, 999 18th Street, Denver CO 80202 Tel No. – +1 303-293-5870 Jurisdiction of Formation – United States Principal Business – Telecoms Interest – 17.54% (indirect) Company Name – Vodafone 4 Limited Address – Ogier House, The Esplanade, St. Helier, JE4 9WG, Jersey Tel No. – +44 1534 504000 Jurisdiction of Formation – Jersey Principal Business – Telecoms Interest – 17.54% (indirect) Company Name – Vodafone 4 B.V. Address – Rivium Quadrant 173, 15th Floor, 2909 LC, Capelle aan den IJssel, The Netherlands Tel No. – +31 10 498 77 11 Jurisdiction of Formation – The Netherlands Principal Business – Telecoms Interest – 17.54% (indirect) Company Name – Vodafone Luxembourg Sarl Address – 15 rue Edward Steichen, Luxembourg, 2540, Luxembourg 3

Vodafone Group Plc International Section 214 Transfer of Control Application Tel No. – +352 26 12 72 Jurisdiction of Formation – Luxembourg Principal Business – Telecoms Interest – 17.54% (indirect) Company Name – Vodafone International 1 Sarl Address – 15 rue Edward Steichen, Luxembourg, 2540, Luxembourg Tel No. – +352 26 12 72 Jurisdiction of Formation – Luxembourg Principal Business – Telecoms Interest – 42.08% (indirect) Company Name – Vodafone Finance UK Limited Address – Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England Tel No. – +44 (0) 1635 6 73923 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 15.48% (indirect) Company Name – Vodafone Jersey Dollar Holdings Limited Address – Ogier House, The Esplanade, St. Helier, JE4 9WG, Jersey Tel No. – +44 1534 504000 Jurisdiction of Formation – Jersey Principal Business – Telecoms Interest – 25.76% (indirect) Company Name – Vodafone Worldwide Holdings Limited Address – Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England Tel No. – +44 (0) 1635 33251 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 26.9% (indirect) Company Name – Vodafone Intermediate Enterprises Limited Address – Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England Tel No. – +44 (0) 1635 33251 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 100% (indirect) Company Name – Vodaphone Limited Address – Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England Tel No. – +44 (0) 1635 33251 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 100% (indirect) 4

Vodafone Group Plc International Section 214 Transfer of Control Application Company Name – Vodafone 2 Address – Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England Tel No. – +44 (0) 1635 33251 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 100% (indirect) Company Name – Vodafone Holdings Luxembourg Limited Address – Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England Tel No. – +44 (0) 1635 33251 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 100% (indirect) Company Name – Vodafone Benelux Limited Address – Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England Tel No. – +44 (0) 1635 33251 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 100% (indirect) Company Name – Vodafone International Holdings Limited Address – Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England Tel No. – +44 (0) 1635 6 73923 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 100% (indirect) Company Name – Vodafone International Operations Limited Address – Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England Tel No. – +44 (0) 1635 6 73923 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 100% (indirect) Company Name – Vodafone European Investments Address – Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England Tel No. – +44 (0) 1635 6 73923 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 100% (indirect) Company Name – Vodafone Group Plc Address – Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England Tel No. – +44 (0) 1635 33251 Jurisdiction of Formation – England Principal Business – Telecoms 5

Vodafone Group Plc International Section 214 Transfer of Control Application Interest – 100% (indirect) There are no other individuals or entities that hold a 10% or greater direct or indirect equity or voting interest in the Transferee. The ultimate parent, Vodafone Group Plc, is a publicly-traded entity that has no 10% or greater stockholders. The following entities currently hold and, post-transaction, will continue to hold a 100% interest in C&WGNL, the holder of the Section 214 authorization: Company Name – The Eastern Leasing Company Limited Address – Worldwide House, Western Road, Bracknell, Berkshire RG12 1RW, United Kingdom Tel No. – +44 (0) 1344 726542 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 100% (direct) Company Name – Cable & Wireless UK Holdings Limited Address – Worldwide House, Western Road, Bracknell, Berkshire RG12 1RW, United Kingdom Tel No. – +44 (0) 1344 726542 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 100% (indirect) Company Name – Cable & Wireless Worldwide plc Address – Worldwide House, Western Road, Bracknell, Berkshire RG12 1RW, United Kingdom Tel No. – +44 (0) 1344 726542 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 100% (indirect) Answer to Question 12 Interlocking directorates of the Transferee: Erik Antonius Jacobus de Rijk is a director of the Transferee, Vodafone Europe B.V., and is Supervisory Board Chairman of Vodafone Libertel B.V., a Vodafone wireless carrier subsidiary in the Netherlands. Michel Marie Alain Combes is a director of Vodafone Group Plc, the ultimate parent of the Transferee, and is Supervisory Board Chairman of Vodafone D2 GmbH, a Vodafone wireless carrier subsidiary in Germany. 6

Vodafone Group Plc International Section 214 Transfer of Control Application Answer to Question 13 The transfer of control of C&WGNL will occur under a corporate transaction by which Vodafone, as the ultimate corporate parent of Vodafone Europe B.V., will acquire de jure and de facto control of C&WGNL. Pursuant to a scheme of arrangement, Vodafone Europe B.V. will acquire 100% of the issued and to be issued ordinary share capital of CWW, a publicly-traded UK corporation that is the corporate parent of C&WGNL. The transaction is governed by UK law and is expected to close in July 2012. Answer to Question 14 After consummation of the proposed transaction, the Section 214 holder will be affiliated with foreign carriers in the following countries: Albania Greece Portugal Australia Hong Kong Romania Austria Hungary Russia Bahrain India Singapore Belgium Ireland South Africa Czech Republic Italy Spain Democratic Republic of Congo Kenya Sweden Denmark Lesotho Switzerland Egypt Luxembourg Tanzania Fiji Malta Turkey France Mozambique Ukraine Germany Netherlands United Kingdom Ghana New Zealand Answer to Question 15 After consummation of the proposed transaction, entities that control the Section 214 holder will also control, or hold at least 25% of the voting or equity interests in, the following foreign carriers: Country Carrier Albania Vodafone Albania Sh.A Australia Vodafone Hutchison Australia Pty Ltd Australia Cable & Wireless Global Business Services Pty Limited Austria Cable & Wireless Austria GmbH Bahrain Cable & Wireless Worldwide Bahrain WLL Belgium Cable & Wireless (Belgium) NV Czech Republic Vodafone Czech Republic A.S. Democratic Republic of Congo Vodacom Congo s.p.r.l Denmark Cable & Wireless Global A/S Egypt Vodafone Egypt Telecommunications SAE Fiji Vodafone Fiji Ltd France Cable & Wireless SAS Germany Vodafone D2 GmbH Ghana Ghana Telecommunications Company Ltd 7

Vodafone Group Plc International Section 214 Transfer of Control Application Greece Vodafone Panafon Helenic Telecommunications Company S.A. Hong Kong Cable & Wireless Global Network (Hong Kong) Limited Hong Kong Cable & Wireless Global (Hong Kong) Limited Hungary Vodafone Hungary Mobile Telecommunications Company Ltd India Vodafone India Ltd India Cable & Wireless Global (India) Private Limited India Cable & Wireless Networks India Pvt Limited Ireland Vodafone Ireland Ltd Ireland Cable & Wireless Global Limited Ireland Cable & Wireless Global Network Limited Italy Vodafone Omnitel NV Italy Cable & Wireless SpA Kenya Safaricom Ltd Lesotho Vodacom Lesotho Pty Ltd Luxembourg Cable & Wireless Luxembourg SA Malta Vodafone Malta Ltd Mozambique VM S.a.r.l Netherlands Vodafone Libertel B.V. New Zealand Vodafone New Zealand Ltd Portugal Vodafone Portugal Communicaoes Passoais S.A. Romania Vodafone Romania S.A. Russia Cable & Wireless CIS Svyaz Singapore Cable & Wireless Regional Businesses (Singapore) Pte Limited Singapore Cable & Wireless Worldwide (Singapore) PTE Limited Singapore Cable & Wireless Global Pte Limited South Africa Vodacom Group Ltd South Africa Cable & Wireless Worldwide South Africa (Pty) Limited Spain Vodafone Espana S.A. U Spain Cable and Wireless SLU Sweden Cable & Wireless Sweden AB Switzerland Cable & Wireless Switzerland AG Tanzania Vodacom Tanzania Ltd Turkey Vodafone Telekomunikasyon A.S. Ukraine Cable & Wireless Ukraine Limited United Kingdom Energis Communications Limited United Kingdom Cable & Wireless Europe (UK) Limited United Kingdom Cable & Wireless UK Limited United Kingdom Apollo Submarine Cable Systems Limited United Kingdom Cable & Wireless Capital Limited United Kingdom Thus Limited United Kingdom Vodafone Ltd Answer to Question 16 Pursuant to Section 63.10(a)(3), the Section 214 holder, C&WGNL, qualifies for non-dominant carrier status on all international routes except for Ghana because each of its foreign carrier affiliates (except in Ghana) lacks 50% market share in the fixed local access and international transport markets on the foreign end of the route. In Ghana, C&WGNL will be affiliated with Ghana Telecommunications Company Ltd, which is the incumbent telecommunications provider in that country. 8

Vodafone Group Plc International Section 214 Transfer of Control Application Answer to Question 17 C&WGNL certifies that it will comply with the dominant carrier safeguards in Section 63.10(c) and (e) of the rules in the provision of international service between the United States and Ghana. Answer to Question 18 Ghana is a member of the World Trade Organization (“WTO”). Therefore, pursuant to Section 63.18(k)(1), it is presumptively in the public interest to authorize C&WGNL to provide service to this destination country. Answer to Question 20 This Application qualifies for streamlined processing consistent with Sections 63.18(p) and 63.12 for the following reasons: (1) With regard to Ghana, the affiliated destination market is a WTO Member country and C&WGNL agrees to be classified as a dominant carrier on the U.S.-Ghana route. See Section 63.12(c)(1)(v). (2) With regard to all other countries, C&WGNL qualifies for a presumption of non-dominance under Section 63.10(a)(3), as described above in the response to Question 16. See Section 63.12(c)(1)(ii). 9


Document Created: 2012-06-14 11:28:11
Document Modified: 2012-06-14 11:28:11
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