OREANDA-NEWS. May 21, 2012. CWW and Vodafone announced that they had reached agreement on the terms of a recommended Offer to be made by Vodafone for the entire issued and to be issued share capital of CWW. The Offer is to be implemented by means of a scheme of arrangement (the “Scheme”).

CWW and Vodafone are pleased to announce that the circular relating to the Scheme (the “Scheme Document”) is being sent to CWW Shareholders today. 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 action to be taken by CWW Shareholders. As described in the Scheme Document, the Scheme will require the approval of CWW Shareholders at the Court Meeting and the passing of a special resolution at the General Meeting, and then the approval of the Court.

The Scheme Document will also be available subject to certain restrictions on the CWW website (www.cw.com/investors/) and the Vodafone Group Plc website (www.vodafone.com/investor) up to and including the end of the Offer.

The Court Meeting and the General Meeting to approve the Scheme are scheduled to be held at 11.00 a.m. and 11.15 a.m. respectively on 18 June 2012 at the offices of Herbert Smith LLP, Exchange House, Primrose Street, London, EC2A 2HS.

Subject to approval at the relevant meetings, Court approval and the satisfaction or waiver of the other Conditions set out in the Scheme Document (including competition and regulatory approvals), the Scheme is expected to become effective on or around 27 July 2012.