Attachment SCL STA.pdf

This document pretains to SCL-STA-20120614-00008 for Special Temporal Authority on a Submarine Cable Landing filing.

IBFS_SCLSTA2012061400008_955071

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of ) ) Cable & Wireless Americas Systems, Inc. ) Licensee ) ) And ) File No. SCL-T/C-2012 _____ ) Vodafone Europe B.V. ) Transferee ) ) Application for Transfer of Control of ) Cable Landing License ) APPLICATION FOR SPECIAL TEMPORARY AUTHORITY TO TRANSFER CONTROL OF CABLE LANDING LICENSE Cable & Wireless Worldwide plc (“CWW”)1 and Vodafone Europe B.V. (“Vodafone Europe”) (collectively, the “Applicants”), pursuant to the Act Relating to the Landing and Operation of Submarine Cables in the United States, 47 U.S.C. §§ 34-39 (1994), Executive Order No. 10530, Exec. Ord. No. 10530 reprinted as amended in 3 U.S.C. § 301, and Section 1.767 of the Rules of the Federal Communications Commission (“Commission”), 47 C.F.R. § 1.767, hereby request Special Temporary Authority (“STA”) for the Applicants to consummate, consistent with the timeframe delineated in a scheme of arrangement (the “Scheme”) and as approved by a U.K. court, a transaction in which control of Cable & Wireless Americas Systems, Inc. (“CWAS”), as the holder of a cable landing license,2 will be transferred 1 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, please see FCC File No. ITC-T/C-20100329-00133. 2 FCC File No. SCL-LIC-20010122-00002. CWW currently holds an indirect 60% equity interest in Apollo Submarine Cable Systems Ltd (the “Apollo Cable”). The Apollo Cable holds a 100% equity interest in CWAS, the licensee. More information about the Apollo Cable is contained in the underlying transfer of control application, which is included as Attachment A.

from CWW to Vodafone Europe. On June 13, 2012, the Applicants filed the underlying transfer of control application.3 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 Europe is a wholly-owned subsidiary, through multiple corporate entities, of Vodafone Group Plc (“Vodafone”), a U.K. corporation. 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. As described below, under an arrangement negotiated between CWW and Vodafone Europe, CWAS will become a 60% owned subsidiary of Vodafone Europe (the “Transaction”). As a result of the Transaction, Vodafone Europe, an indirect wholly-owned subsidiary of Vodafone, will control CWAS’s license to land and operate the Apollo Submarine Cable System (the “Apollo Cable”).4 Although control of CWAS will change from CWW to Vodafone Europe, services in the United States will continue to be provided to the Apollo Cable’s existing customers under existing service arrangements, consistent with the submarine cable landing license granted to CWAS by the Commission. The Transaction, therefore, will be seamless to existing customers. The Transaction is governed by U.K. law and will be implemented by means of the Scheme. 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 3 FCC File No. SCL-T/C-20120613-00007 (filed June 13, 2012). 4 Id. 2

required meetings, a timetable of principal events and details of the actions to be taken.5 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 Applicants respectfully request that the Commission grant this STA as soon as possible and no later than July 20, 2012, so that the Applicants can close the transaction in compliance with the timeline set forth in the Scheme Document, as approved by a U.K. court. Granting the STA authorizing the Applicants to close the transaction swiftly is in the public interest because it is consistent with the principle of comity and will lead to the emergence of a stronger and better-financed competitor in the submarine cable market for capacity between the United States and Europe (in particular between the United States and U.K. and United States and France). Under Vodafone’s control, CWAS and the Apollo Cable will be able to operate in a more efficient and economical manner and have better access to the capital needed to maintain and grow the existing competitive submarine cable business. Moreover, the change in control will not have any adverse impact on existing customers. Backed by its new parent company, Vodafone, the Apollo Cable will continue to possess the managerial and technical qualifications necessary to provide international telecommunications services. Because the Transaction involves the transfer of shares in CWAS’s and the Apollo Cable’s corporate parent, the Transaction will not result in a change of service provider for customers and will otherwise be seamless to customers receiving services in the United States. 5 The Scheme Document is available at www.vodafone.com/investor. 3

Immediately following consummation of the Transaction, the Apollo Cable’s customers will continue to receive high-quality private carriage services without interruption and without any immediate change in rates, terms or conditions. At the same time, grant of the Application will not result in any anticompetitive effects. The market for transport between the United States and U.K. and United States and France is fiercely competitive, and, pursuant to Section 63.10(a)(3), neither Vodafone Europe B.V., CWW, nor any of their affiliates will exercise sufficient market power in the U.K. or France after consummation of the Transaction to affect competition adversely in the United States. 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. 4

The Applicants acknowledge that a grant of this request will not prejudice action by the Commission on the underlying joint cable landing license 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. es Respectfully submitted, Philip Dgvis Erik de Rijk Ge ounsel Director Cable & Wireless Worldwide pic Vodafone Europe B.V. Worldwide House Rivium Quadrant 173, 15th Floor Western Road 2909 LC Capelle aan den IJssel Bracknell, Berkshire RG12 1IRW The Netherlands United Kingdom + 31 10498 7711 +44 (0) 1344 726542 Date: Junel_L{, 2012

The Applicants acknowledge that a grant of this request will not prejudice action by the Commission on the underlying joint cable landing license 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. Respectfully submitted, Philip Davis Erik de General Counsel Director Cable & Wireless Worldwide plc Vodafone Europe B.V. Worldwide House Rivium Quadrant 173, 15th Floor Western Road 2909 LC Capelle aan den IUssel Bracknell, Berkshire RG1I2 1RW The Netherlands United Kingdom + 31 10498 7711 +44 (0) 1344 726542 Date: June‘flf 2012

CERTIFICATE OF SERVICE The undersigned hereby certifies that the foregoing document was served this date upon the following: Marlene Dortch Ambassador Philip Verveer Secretary U.S. Coordinator Federal Communications Commission EB/CIP 445 12th Street, S.W. U.S. Department of State Washington, DC 20554 2201 C Street, NW. (via first class U.S. mail, postage prepaid) Washington, D.C. 20520—5818 (via first class U.S. mail, postage prepaid) James Ball International Bureau Kathy Smith Federal Communications Commission Office of Chief Counsel/NTIA 445 12th Street, S.W. U.S. Department of Commerce Washington, DC 20554 14th Street and Constitution Ave., N.W. (via electronic mail to James.Ball@fec.gov) Washington, D.C. 20230 (via first class U.S. mail, postage prepaid) David Krech International Bureau Hillary Morgan Federal Communications Commission Defense Information Systems Agency 445 12th Street, S.W. Code RGC Washington, DC 20554 701 S. Courthouse Road (via electronic mail to Arlington, VA 22204 David.Krech@fee.gov) (via first class U.S. mail, postage prepaid) Susan O‘Connell International Bureau Federal Communications Commission 445 12th Street, S.W. Washington, DC 20554 (via electronic mail to Susan.O‘Connell@fec.gov) 4 pfP Thomas Pirchio June IL/, 2012

ATTACHMENT A

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of No/ Ne Nt Nes Ne! Ssd Nusd! Nuue! Nuut! Num! Nee Snd Cable & Wireless Americas Systems, Inc. Licensee And File No. SCL—T/C—2012 Vodafone Europe B.V. Transferee Application for Transfer of Control of Cable Landing License APPLICATION FOR TRANSFER OF CONTROL OF CABLE LANDING LICENSE STREAMLINED PROCESSING REQUESTED Cable & Wireless Worldwide plc ("CWW")‘ and Vodafone Europe B.V. (collectively, the "Applicants"), pursuant to the Act Relating to the Landing and Operation of Submarine Cables in the United States, 47 U.S.C. §§ 34—39 (1994), Executive Order No. 10530, Exec. Ord. No. 10530 reprinted as amended in 3 U.S.C. § 301, and Section 1.767 of the Rules of the Federal Communications Commission ("Commission"), 47 C.F.R. § 1.767, hereby request approval for the transfer of control of Cable & Wireless Americas Systems, Inc. ("CWAS") as the holder of a cable landing license® from CWW to Vodafone Europe B.V. As described below, under an arrangement negotiated between CWW and Vodafone Europe B.V., CWAS will become a 60% owned subsidiary of Vodafone Europe B.V. (the I As a result of a demerger that occurred in 2010, CWW is not affiliated with Cable & Wireless Communications ple. For a description of that transaction, please see FCC File No. ITC—T/C—20100329—00133. 2 FCC File No. SCL—LIC—20010122—00002. CWW currently holds an indirect 60% equity interest in Apollo Submarine Cable Systems Ltd (the "Apollo Cable"). The Apollo Cable holds a 100%equity interest in CWAS, the licensee. \\DC — 002465/000013 — 3408008 vi

"Transaction"). As a result of the Transaction, Vodafone Europe B.V., an indirect wholly—owned subsidiary of Vodafone Group Plc ("Vodafone"), will control CWAS‘s license to land and operate the Apollo Submarine Cable System (the "Apollo Cable")." Although control of CWAS will change from CWW to Vodafone Europe B.V., services in the United States will continue to be provided to the Apolio Cable‘s existing customers under existing service arrangements, consistent with the submarine cable landing license granted to CWAS by the Commission. The Transaction, therefore, will be seamless to existing customers. Applicants provide the following information in support of this Application: I. THE APPLICANTS A. Cable & Wireless Americas Systems, Inc. (Licensee) FRN: 0009696071 CWAS is organized under the laws of the state of Delaware in the United States and holds the license to land and operate the Apollo Cable. B. Vodafone Europe B.V. (Transferee) FRN: 0021810718 Vodafone Europe B.V. is a company organized under the laws of the Netherlands and is headquartered in Capelle aan den Issel, Netherlands. Vodafone Europe B.V. is a wholly—owned subsidiary, through multiple corporate entities, of Vodafone, a U.K. corporation. Vodafone is a publicly traded company, with shares listed on the London and NASDAQ stock exchanges. Vodafone is one of the world‘s largest mobile operators, with investments and operations on several continents, and also is a provider of fixed services in some markets. It had 398 million customers as of December 31, 2011. It generates revenues from mobile voice, messaging and data communications services, fixed line services, business managed services and wholesale 3 Id. \\OC — 002465/000013 — 3408005 vi

access to mobile virtual network operators. Additional information about Vodafone is available at www.vodafone.com. C. Cable & Wireless Worldwide plc (Transferee) FRN: 0021810734 Cable & Wireless Worldwide ple ("CWW") is a publicly—held corporation organized under the laws of the U.K. and is headquartered in Bracknell, England. It 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. CWW has an international cable network that spans approximately 425,000 kilometers in length. Additional information on CWW can be found at www.cw.com. IL. THE PROPOSED TRANSACTION The transfer of control of CWAS will occur under a corporate transaction by which Vodafone, as the corporate parent of Vodafone Europe B.V., will acquire dejure and defacto control of CWAS‘s corporate parent, CWW. Pursuant to an agreement negotiated between Vodafone Europe B.V. and CWW, Vodafone Europe B.V. will acquire 100% of the issued and paid up shares of CWW. CWW indirectly owns 60% of the equity of CWAS. The Transaction is governed by U.K. law. III. PUBLIC INTEREST CONSIDERATIONS Consummation of the Transaction described herein will serve the public interest because it will lead to the emergence of a stronger and better—financed competitor in the submarine cable market for capacity between the United States and Europe (in particular between the United States and U.K. and United States and France). Under Vodafone‘s control, CWAS and the Apollo Cable will be able to operate in a more efficient and economical manner and have better A1DC — 002465/000013 — 3408005 vi

access to the capital needed to maintain and grow the existing competitive submarine cable business. Moreover, the change in control will not have any adverse impact on existing customers. Backed by its new parent company, Vodafone, the Apollo Cable will continue to possess the managerial and technical qualifications necessary to provide international telecommunications services. Because the Transaction involves the transfer of shares in CWAS‘s and the Apolilo Cable‘s corporate parent, the Transaction will not result in a change of service provider for customers and will otherwise be seamless to customers receiving services in the United States. Immediately following consummation of the Transaction, the Apollo Cable‘s customers will continue to receive high—quality private carriage services without interruption and without any immediate change in rates, terms or conditions. At the same time, grant of the Application will not result in any anticompetitive effects. The market for transport between the United States and U.K. and United States and France is fiercely competitive, and, pursuant to Section 63.10(a)(3), neither Vodafone Europe B.V., CWW, nor any of their affiliates will exercise sufficient market power in the U.K. or France after consummation of the Transaction to affect competition adversely in the United States. For these reasons, Applicants respectfully submit that this Transaction is in the public interest. IV. INFORMATION REQUIRED BY SECTION 1.767 OF THE COMMISSION‘S RULES In support of this Application, Applicants submit the following information in accordance with Section 1.767 of the Commission‘s Rules, 47 C.F.R. § 1.767: (1) Name, address and telephone number of Applicants: Licensee: Cable & Wireless Americas Systems, Inc. Registered in Delaware, USA, with principal contact address at: Worldwide House Western Road \\DC — 002465/000013 — 3408005 vi

Bracknell, Berkshire RG12 1RW United Kingdom +44 (0) 1344 726542 Transferee: Vodafone Europe B.V. Rivium Quadrant 173, 15°" Floor 2909 LC Capelle aan den Issel The Netherlands +31 10498 7711 Transferor: Cable & Wireless Worldwide plc Worldwide House Western Road Bracknell, Berkshire RG12 1RW United Kingdom +44 (0) 1344 726542 (2) Place of Formation: Licensee: Cable & Wireless Americas Systems, Inc. is organized under the laws of Delaware in the United States. Transferee: Vodafone Europe B.V. is organized under the laws of the Netherlands. Transferor: Cable & Wireless Worldwide ple is organized under the laws of the U.K. (3) Correspondence concerning this Application should be sent to: For Cable & Wireless Worldwide ple: Helen R. Watson Head of Legal and Regulatory — Global Markets Cable & Wireless 6 Temasek Boulevard, #33—03/05, Suntec Tower 4 Singapore +65 647—75—828 Helen.R. Watson@cw.com For Vodafone Europe B.V.: Dennis Kraan Company Secretary Vodafone Europe B.V. Rivium Quadrant 173, 15 Floor 2909 LC Capelle aan den Ussel The Netherlands +31 10 498 7717 \YDC — 002465/000013 — 3408005 vi

Dennis.Kraan@vodafone.com each with a copy to: Michele C. Farquhar Hogan Lovells US LLP 555 13th Street NW. Washington, D.C. 20004 Phone: (202) 637—5663 Michele.Farquhar@hoganlovells.com Counsel to Vodafone Europe B.V. (4) Description of the Cable System: A description of the Apollo Cable is on file with the Commission and is incorporated by reference herein. (5) Landing Points: A general description of the Apollo Cable‘s landing locations is on file with the Commission in the original license files and is incorporated by reference herein. The United States—based landing stations are located at 21 Ramsey Road, Shirley, New York 11967, and 1941 Highway 34, Wall, New Jersey 07719. The France—based landing station is located at Keradrivin Vihan, Servel 22300, Lannion, France. The UK—based landing station is located in Bude, England. (6) A Statement as to Whether the Cable Will be Operated on a Common Carrier or Non—Common Carrier Basis: The Apollo Cable is operated and will continue to operate on a non—common carrier basis. (7) Ownership Interest in the Apollo Cable: CWW currently holds a 60% voting and equity interest in the Apollo Cable and Alcatel— Lucent currently holds a 40% voting and equity interest in the Apollo Cable: This 60/40% ownership split applies to each United States—based landing station, and the Lannion, France—based landing station. The same ownership split applies to each wet—link portion of the Apollo Cable (up to the territorial waters limits for France and the U.K.). The Bude, U.K. landing station is 100% owned by CWW, but part of this cable landing station is leased to the Apollo Cable. For clarity, the wet portion both (i) from the Lannion, France cable landing station to the edge of French territorial waters and (ii) from the Bude, U.K. cable landing station to the edge of U.K. territorial waters are owned by the applicable Cable & Wireless Worldwide licensed entity in that territory, who have each granted an IRU to the Apollo Cable for this capacity. As a result of the proposed transaction, CWW‘s 60% interest in the Apollo Cable, and CWW‘s 100% interest in the Bude, UK landing station and wet—link portions not owned \\DC — 002465/000013 — 3408008 vi

by the Apollo Cable, will be transferred to Vodafone Europe B.V. The 40% interest in the Apollo Cable currently held by Alcatel—Lucent will remain unchanged. (8) Certification and Ownership Information Required by Section 63.18(h)—(k) and (0) of the Commission‘s Rules, 47 C.F.R. §§ 63.18(h)—(k), (0): Section 63.18(h) — 10 Percent or Greater Shareholders in Transferee, Vodafone Europe B.V.: After consummation of the Transaction, 60% of the Apollo Cable and 60% of CWAS will be held indirectly by Vodafone Europe B.V. The following entities and persons have a 10% or greater ownership interest in Vodafone Europe B.V.: 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 Issel, 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) \DC —002465/000013 — 3408005 vi

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 IWG, Jersey Tel No.—+31 10 498 77 11 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 \\DC — 0024657000013 — 3408005 vi

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) 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 IWG, 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) \}DC — 002465/000013 — 3408005 vi

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 — Vodafone 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) 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 Turisdiction of Formation — England Principal Business — Telecoms Interest — 100% (indirect) 10 \}DC — 002465/000013 — 3408005 vi

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 B.V. The ultimate parent of Vodafone Europe B.V., Vodafone, is a publicly—traded entity that has no 10% or greater stockholders. Additional 10 Percent or Greater CWW—Controlled Shareholders in Cable & Wireless Americas Systems, Inc., the Licensee:" In addition, the following CWW—controlled entities currently hold and will continue to hold a 10 percent or greater interest in Cable & Wireless Americas Systems, Inc., the licensee: Company Name — Apollo Submarine Cable Systems, Limited Address — 90 Long Acre, London WC2E 9RA, United Kingdom * While not required under the Commission‘s Rules, see 47 C.F.R. §§1.767(a)(11) and (8), Vodafone Europe B.V. is providing this information regarding 10 percent of greater shareholdings in CWAS by CWW—controlled entities for convenience. 11 \\DC — 002465/000013 — 3408005 vi

Tel No. — +44(0) 2073 798825 Jurisdiction of Formation — England Principal Business — Telecoms Interest — 100% (direct) Company Name — Cable & Wireless Global Network Limited Address — Worldwide House, Western Road, Bracknell, Berkshire RG12 1RW, United Kingdom Tel No. —+44(0) 1344 726542 Jurisdiction of Formation — Ireland Principal Business — Telecoms Interest — 100% (indirect) 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% (indirect]) Company Name — Cable & Wireless UK Holdings Limited Address — Worldwide House, Western Road, Bracknell, Berkshire RG12 1 RW, United Kingdom Tel No. — +44 (0) 1344 726542 Jurisdiction of Formation —— England Principal Business — Telecoms Interest — 100% (indirect] Company Name — Cable & Wireless Worldwide ple 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) 12 \\DC — 002485/000013 — 2408008 va

Section 63.18(h) — Interlocking Directorates: 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 wireless carrier in the Netherlands. Michel Marie Alain Combes is a director of Vodafone, the ultimate parent of the Transferee, and is Supervisory Board Chairman of Vodafone D2 GmbH, a wireless carrier in Germany. Section 63.18(i) — Certification Regarding Foreign Carrier Status and_ Foreign Affiliation: By its signature to this Application, Vodafone Europe B.V. certifies that it, or one or more of its affiliates, is a foreign carrier within the meaning of 63.09(d) of the Commission‘s Rules. Upon consummation of the Transaction, Vodafone Europe B.V. will be affiliated with the following foreign carriers by virtue of Vodafone‘s control of at least 25% of the voting or equity interests of such 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.S5. Democratic Republic of Congo Vodacom Congo s.p.r.| Denmark Cable & Wireless Global A/S Egypt Vodafone Egypt Telecommunications SAE Fifi 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 treland Vodafone treland Ltd Ireland Cable & Wireless Global Limited Ireland Cable & Wireless Global Network Limited Italy Vodafone Omnitel NV 13 \}DC — 002465/000013 — 3408005 vi

Italy Cable & Wireless SpA Kenya Safaricom Ltd Lesotho Vodacom Lesotho Pty Ltd Luxembourg Cable & Wireless Luxembourg SA Malta Vodafone Maita Ltd Mozambique VM S.a.r.l Netherlands Vodafone Libertel B.V. New Zealand Vodafone New Zealand Ltd Portugal Vodafone Portugal Comunicacoes Pessoais 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 Section 63.18(J) — Certification Regarding Destination Markets: By its signature to this application, Vodafone Europe B.V. certifies that it or one or more of its affiliates currently and will continue to provide international telecommunications services in the U.K. and France, the destination markets of the Apollo Cable. Section 63.18(k) — Demonstration Regarding WTO Status, Market Power, and the Effective Competitive Opportunities Test: The U.K. and France are World Trade Organization members. 14 \\DC — ©02465/000013 — 3408005 vi

Section 63.18(0) — Certification Regarding the Anti—Drug Abuse Act of 1988: By its signature to this Application, Vodafone Europe B.V. certifies, pursuant to Sections 1.2001 through 1.2003 of the Commission‘s Rules, 47 C.F.R. §§ 1.2001—1.2003 (implementing the Anti—Drug Abuse Act of 1988, 21 U.S.C. § 3301), that it is not subject to a denial of Federal benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988. (9) Certification of Compliance: By its signature to this Application, Vodafone Europe B.V. certifies that it accepts and will abide by the routine conditions set forth in Section 1.767(g) of the Commission‘s Rules, 47 C.FER. § 1.767(g). (10) Streamlined Processing Request: Applicants respectfully submit that this Application is eligible for streamlined processing pursuant to Section 1.767(k)(2) of the Commission‘s Rules, 47 C.F.R. § 1.767(k)(2). In particular, in the cable destination markets of the Apollo Cable, the U.K. and France, the Applicants currently are not, and after consummation of the Transaction will not be, affiliated with any foreign carrier that exercises market power." Pursuant to Section 63.10(a)(3) of the Commission‘s Rules, each of the Applicants‘ affiliates in the U.K. and France lack 50% market share in the fixed local access and international transport markets of those countries. 5 iSee "The International Bureau Revises and Reissues the Commission‘s List of Foreign Telecommunications Carriers that Are Presumed to Possess Market Power in Foreign Telecommunications Markets," Public Notice, DA—07—233 (Jan. 26, 2007). 15 \\DC — 002465/000033 ~ 3408005 vi

v. CONCLUSION For the foregoing reasons, Applicants respectfully submit that the public interest, convenience, and necessity would be furthered by a grant of this Application. Applicants respectfully request that the Commission grant this application on a streamlined basis to permit the parties to consuramate the Transaction as soon as possible. Respectfully submitted, M . P mocdis CGener unsel Cable & Wireless Worldwide plc Worldwide House Western Road Bracknell, Berkshire RGIZ 1RW United Kinkdom +44 (0) 1344 726542 Erik de Rijk Director Vodafone E e B.V. Rivium Quadrahnt 173, 15th Floor 2909 LC Capelle aan den Issel The Netherlands +31 10498 7711 Date: June @ 2012 16 \ADC — 001443/000013 — 3408008 vs

Appendix A: Pre—Acquisition Organizational Chart Cable & Wireless Worldwide pic :;f: (UK) 100% Cable & Wireless UK Holdings Limited (UK) | 100% | The Eastern Leasing Company Limited (UK) | 100% | Cable & Wireless Global Network Limited (IRL) 60% Apollo Submarine Cable Systems Limited* (UK) 100% Cable & Wireless Americas Systems, Inc. (US) Licensee * Apollo Submarine Cable Systems Limited is a joint venture between Cable & Wireless Global Network Limited and Alcatel Submarine Networks Ltd. (UK), which hold ownership stakes of 60% and 40%, respectively.

Appendix B: Post—Acquisition Organizational Chart Vodafone Group Plc (UK) «C 0:)% Vodafone Eurapean Investments (UK) T 10|0% |Vodafone International Operations Limited (UK) i Vodafone International Vodafone Worldwide Holdings Limited Holdings Limited (UK) (UK) Vedafone intermediate l—-73.1% Enterprises Limited -———————26.9%———I (UK) T 100% i Vodaphone Limited (UK) T 100% i Vodafone 2 (UK) 100%———o— Vodafone Hoklings Luxembourg Limited (UK) -—————94A12°/u—————J——1oo%--—] 5.88% Vodafone Benelux Limited (UK) r————100%-—-—-——— Vodafone Jersey 77.92% Vodafone Jersey Dollar Yen Holdings Holdings Limited Unlimited (Jersey) (Jersey) — L Vodafone Finance 61.21% 22.08%—— UK Limited Vodafone (UK) International 1 Sarl 38.79%——————I1 (LUX) 100% Vodafone Luxembourg Sarl (LUX) t 100% i Vodafone 4 B.V. (NL) t 100% Cable & Wireless Worldwide 100% Vodafons 4 Limited ple (Jersey) (UK) 100% 00% Vodafone Americas 1 Finance 1 Inc. Cable & Wiroless 5§8.31% UK Holdings (US) t Limited 100% (UK) i t Vodafone Americas 10|0% Finance 2 Inc. (US) The Eastern Leasing Company 100% Limited Vadafone Americas (UK) Holdings Inc. T 100% (US) 1 Cable & Wiraless 100% Global Network Vodafone Americas Inc. Limited (US) (IRL) 100% etx Vodafone International I Inc. (US) Apollo Submarine Cable 41.60% Systems Limited® Vodafone International (UK) B.V. (NL) I 100% 42.08% N i Vodafone Consofidated Cable & Wireless Holdings Limited Americas Systems, Inc. (UK) (US) Licensee 100% Vodafone Investments 52.16% Luxembourg Sarl (LUX) * Apollo Submarine Cable Systems Limited is a joint venture between Cable & Wireless Global 47.04% Network Limited and Alcatel Submarine Networks Ltd. (UK), which hold ownership stakes of 60% Vodafone Europe B.V. and 40%, respectively. (NL)

CERTIFICATE OF SERVICE The undersigned hereby certifies that the foregoing document was served this date upon the following: Marlene Dortch Ambassador Philip Verveer Secretary U.S. Coordinator Federal Communications Commission EB/CIP 445 12th Street, S.W. U.S. Department of State Washington, DC 20554 2201 C Street, NW. (via first class U.S. mail, postage prepaid) Washington, D.C. 20520—5818 (via first class U.S. mail, postage prepaid) James Ball International Bureau Kathy Smith Federal Communications Commission Office of Chief Counsel/NTIA 445 12th Street, S.W. U.S. Department of Commerce Washington, DC 20554 14th Street and Constitution Ave., N. W. (via electronic mail to James.Ball@fec.gov) Washington, D.C. 20230 {via first class U.S. mail, postage prepaid) David Krech International Bureau Hillary Morgan Federal Communications Commission Defense Information Systems Agency 445 12th Street, S.W. Code RGC Washington, DC 20554 701 S. Courthouse Road (via electronic mail to Arlington, VA 22204 David.Krech@fec.gov) (via first class U.S. mail, postage prepaid) Susan O‘ Connell International Bureau Federal Communications Commission 445 12th Street, S.W. Washington, DC 20554 (via electronic mail to Susan.O‘Connell@fec.gov) J Pb Thomas Pirchio June [3, 2012 \\DC — 002465/000013 — 3408008 vi


Document Created: 2012-06-14 12:57:14
Document Modified: 2012-06-14 12:57:14
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