Lock-fn and Orderly Marked ~►greement
('I~
CARpHONE WAR~HOfJS~ GROUP PLC
(2)
DIXpNS RETAIL PI.0
(3}
JOHN AU,AN
bated
I S tv1F} y
zD14
Osborne Clarke
One tondos Wall
London
EC2Y-5E6
1'el
+q4 t0)20'1906 7000
Fox
+44{0)207905 7aU5
36'1310.4
Cc,nterets
1,
Deflnillons and.int~rpre#atEon .....................................~...
.,.. .............. .. . ,....: ~
2.
:Condition.
..................................... ..................:......,.........:..........,.........::....,.:.r:..:,.4
3.
Lock~ln provlsfons.
,,,.... ..
.....:.........,...... .......................~.......................4
Eiiceptlans to the lock,~in provisions.. . ....... .................. .R,,. ,,,.,.,.....,.......,...................... ,~
4.
5.
Orileily ~narkeE proyisibris ....
.... .............. ..... ._ ...... .,.
........,.........,.... fi
8.
Remeiiies..............
:.......... , .
,.. ,,., . .,,:, ..,.r„ .
,,.,..
.,..... ....7
Warranty and u~derlakiti~::,:..:.~:..:.::...::..:.::::.:...:.~..:..,.,.:...,..:..:.~...;.....,..,:,,..,.......:.::::..,.:.,.:..,'.:.7
7.
8:
nealiny restricti~ns.:..:.:..:.::..:..:..::.....:...........:..:............::.....:..:......:......:..::.::;.a.,.::.....:....:...,......7
e.
General ~... ..,.,..~,.,., ....................................................:.......................:.:.............:..........:..7
10.
Notices.
,,,.........~.. ........ . ..................~...............,,~.,.,.~,..,.~,...,..,~~~~..,..:$
11:
GbverrilnQ~law and Jurlsdlclfon....... ...... .. • .....
..... ,..~.. ,
.. ..... ..9
Schedule...
.~, ~ ........................ .
.,~,..~,..:,,.::,:..~........
,.....~1'1
.. ...
(heed oC adFieren~e}:....;................~,.................... .. ~..,~.,.:..,.......:,:..., .~:.;.:...,...,.:.;::...c,.:...:...:.:;.....11
i
This Agreement fs made on
~ ,S
~~~~~ y
201A
Between:
(~)
CARPWONE WAR~l~IOUS~ C3FtOUP PLC {register~d in England and Wa1~s with company
nurri~e~ a7~0~905)whose regiskered otflce is at 1 Portal 1N~y,.London W36R5("CPW"};
(2)
DfXQNs RETA!!, PE.0 (registered in ~ngtand and Wates wllh company.number 03847921)
wliose registered office is at Mayl~nds Avenue, Hemel Homestead, Herlfordshlre,.FiP2 7TG
("Dixons"); end
~3)
JOHN ALLAH! of
"Shareholder").
(fhe
Background;
(A)
By way of an announcement of:even date under tfiEs°AgrEement, the boards of CPW ~Rd
Dixons have agreed fo e merger of CP.W and pfxons whEch fs exps~l~d to be Implemented by
way o4 ~ scheme of arrangement of Dixons {pursuant Io Part 26 of the Companies Act 2006)
(the "Merger"),
(B)
Pursuant fo the Merger, ik is proposed.lfiat CPW will issue ordinary sh~rea tp existing Dlxons
shareholders In copsideration for the acquisition by DPW of all the Issued ordinary shares ~of
DiKons {Ihe "Conslder~tion Shares").
(C)
CRW Intentls to apply for the Consideration Shares to be admlHed to the premium segment of
the Official Lfst at~d to trading on the Exchange's rii~in market for listed secUrlties.
(Dy
In connecllon wlih the Merger and Admission (as defined below) Faking place, Iha Shareholder
0grees on the terms of Ihis P`gr~ement rant to Dlsposo of.the Restricted Shares held by {ton ar
after AdmEsslon during the Restrlcled Period.
'This Agreement wlEi~esses asfollows:
1,
Definitions and Interpratatian
'1.9
Definitions
For the puCpose of this Agreement the fallowing definitions shill apply:
"AdmE$si~n" means the .admission of Conslderaiion Shares to #ha premium_ segment of the
Official list and tp trading on file exchange's mel.rl Rlarket for llst~d.securit~es he~oming
effectivo in accordance with Ilia Llslfng Rules and tie Admission and Dlscl~sure Standards
respectively and re#eTences to Admission becoming "effective" sh@If be construed
accordingfy.
"Admission and_ Disclosure Standards" means the ~dmission. and tllsclosure standards
~ubli~hed by the ExCflange.
"Admission Date" means the date on which Adrrtisslon becomes efFeclive,
"Affiliate" means in relation to any party:(a} gny su6si8iary underEaking or patent undertaking
of fha4.party and any other subsld~ary undnrtak~ng of that parent _undertaking and (b) a party
which controls or rrianages, is controlled by or managed by or is under Common- conErol or
management v~rith, that party,
"hoard" means CP~JU's board of directors 4ollowing Admiesfon or any duly . au~horlsed
committee tfia~eof.
"Business Day's moans a tlay {not tieing a. Saturday, Su~day.nr publ~o hollday:fn the
United
Kingdom) on which dealings In domestic securities may t~kQ place an, and with the au.th6rity
of, the Exchange.
"Comp~nl~s.Act" means the Companies Act 2x06:
"Connected Person" means a person who Is connected to tha ShaCeholder w{thln.:the
meaning_of sections.1x,22 or 123 oF[he Corporation Tax Act 2010 or s~ctiti~s 993 ar 994 of
the f ncome Tex Adt 207.
"Directors" means the directors of CPW from 'time io time, ioifowing Admiss[on and
"Director"shall be construed accordingly,.
"Disclosure and Transparency;Rulas" ma~r~s the disc~oaure.rul.es and iransparoney. rules
made by tiro FGA,pursuant td Part VI of the FSMA and "DTR",shall mean any one of #hem.
"Disposal" means di~oclly or Iridlrectly, any aife~, loan, mortgage, .assfgnmenl, charge,
pledge, hypothaoatiQn, sale, contract to sell, or grant b~ sale aF any optfoh or oonlracf to
purchase, purchase of any option or contract ko sgll, grant of shy right or warrant to purchase
or otherwise transfer or dispose of ar creole any ~naurl~brance over, ar -agree to :tranafQr. or
`dispgse .of .or creato. en Enc~mbrancs aver, eRher directly Ar Indirectly, aondllional~y: or
uncondi~ianally, any Restricted Shares or~any infetesls fn Restricted Shares or any securities
convert'iple into or exercisable or exchangeable for, or subslantEally similar to, Resl~icted
Shares or ariy Interesk in ~isstricied Shares or the entry into of any swap or other agreement dr
tra~isactlon .that transfers, in. whole or in :part, directly qr indirectly, an~ of 'the economic
cohsequenees of ownership of Restricted _Shares or interests fn Restrlcle Shares'(Including,
wilfiout limltalon, any.sect~ritfes Convertible frlto or.:exchangeable or.exercfssble for or that
rspresant the right to receive, or any warrants or other rights to. parch~s~, the Restricted
Shapes) or the entry Into of any lransaotlon with the samo economlc,efFeck as ar~y transaction
specified herein, whether:any such transaction described above Is to be settled:by delivery of
Restricted Shares or such other securliles~(wliether or notthe issue of such Re~trlcfetl Shires
ar other securi{ias w111 be aorimpleted With(n the Restricted Period), In sash or olF enivise or any
announcement ar oU~ec publlcatfon of tho intenllon to do any.af the foregoing and "Dispose"
shall be ~onslrued accordingly.
"~ncum6rance" means any Interest or equity of any person ~(nclud[ng any right to acqu(ra,
option or "right: of pre-emptiori or conversion) :or any rriorlgage, atiarge, .p[e~ge, Ilan,
a5signRienE;. hypothecation, secu~lly interest, tills relentipn, or;any othersecurity agreement or
arrangement, or any tights granted'under section 146 of ire. Companies Act or any agreement
to create Any of the Foregotn~,
"exchange".means t~ondon Stock Exchange plc, a company incorporaEetl under fhe laws of
England.aitd. Wales.
"Family Member(s)" means the wife, husbantl, olv l partner, parents, widow, wlciower, cohabltse,'adull sibling, chid,stepchild, grandchild, nephew or nlaGooFany Individual.
"FCA" means the Flnattdal Carlducl Autliorlly(n its cap~ciiy.asthe carr~pateni autfiariiy under
I~art VI of the FsINa,
"FCA FEandbook".meats the F►andbook of n~tss`and'c~ufdance issued by the F'CA.
"F5MA" means the FinenclaE Services and Markets Ac12000,
"Interest",means any legal or beneficial interestor any other inferest as defined in:secliari 820
{when read with sections 821 10825i~olusivg) of the Compai~les Aar and "Inter~st~d" shall.he .
constrped accordingly.
"Listing Rules" means Ihe:Llsling Rues made by the FGA pursusni tv Pert VI of the ~SMA
.~
and "LR"shall mean any one of them.
"Model epee" means:ihe Model Code on directors' ar~d others' dealings in securlllea set-out
in Annax 1 of Chaptar 9 of Ikie ~fstirig Rules.
"Official Liat" means:lhe Of[Ic1al l.ist.lnalnfained by the FC~1.
"Ordinary Shares" means ordinary shares of 0.'1 pence etch in the capital of GPW.
"Prospectus Rules" means Ehe I~rospectus Rules made by the FGA pursuant fo Part Vl of the
FSMA and "PR"shall mean:any one of ahem,
"Resfrtcted period" means:tho po~iod of 24 months from the date of the.Admission Date.
"Restricted Shares" means ttie #olal number of_Ordinary Sharos. held by iher:Shareholder a~rc3
its Gonnectotl Persons upon Admiss[on end any Ordina~y.Sharos issued to the $ha~eholder
.and Its Connected Persons upon the exercise of any option or other canverllhle sacuriiy held
cipon Admission; fn each caso Including any shares .In the capital of CPW wh(ch .are
suEisequ~ntly acqu(red and vuhEch are'delved from such Ordinary Shares Including wlthouf
.prejud(ce to..the generality of the foregging from any.sub~divlslon, bonus Issue or rights Issue
together with s11 and_ any.oiher Ordinary Shares acquired or held by the Shareholder and fis
ConnectQd Rersons fopn+tiing Adm(ssfon.
"iJKLA, Rules" means together, the Listing ,Rules, the Prbspeclus Rules ancf .the Disclosure
and Transparency Rules,
72
lnferpretaflon
In this AgrQerrtent:
(a)
words In the singular include the ~lur~l -and vice verse and words In one gentler
:Include any.oiher gender;
(b}
a reference to a sfa(ute.br statutory pro~ision.includes;
(i)
any su~prdinale legislation made untler it;
{if)
any repealed statute.or statutory provision which it re-enacts {with or uuithout
modiflcatlon);.and
(iii)
any. staiufe, statutory provision or subordinate legislation which modifies,
consolidates, reenacts or supersedes it,
except to the eXtent that such subo[d(rlats legislation, ra-enactment, statute or
statutory .provision comes into force oiler the tlate of this Agreement a.n~ .would
impose any: neyil or extended oblfgallan, ilabllfty or restrlcllon on, or otherwise
adversely affect the rEghts aF, any party;
(c)
a reference ta:
(ij
any "parEy" means any parEy fo this Agreement as set out aE the head of pogo
~i (and "parties" means all of the parttes.to lhls AgreemenQ and includes its.
successors in t([le and pernift[ed assigns;
(ii)
a "p@ison" includes any- indiyidaal, frm, corporation, body corporate,
assnci~Elon or paltne~shlp; trust, unineorporated organisafton, emp[oyz~
rvpresenlaNve body, government or state or agency or department thereof,
eicecutats, .admittislrators or sirc~essors in title {whether' or' not ltaVirig a
separate legal personality);
({ii)
clauses and schedules-are to clauses and schedules of this Agreement and
references to sub-clauses antl.paragraphs.are roferences to sub-clauses and
paragraphs, of the clause or sChvdule in which they appear;
(iy)
.any provision of this A~eernent is to That provision as amended in accordance
with the ferma of lhis Agreement;
(d)
the fable of contents-and headings -are for cgnvenience,oiily and steal! not affect the
interpretation of this Agreement;
(e~
"writing" shell not; for the ,avoidance of doubt; include e-rtl~i{ or any other
communlcatlon in elect~onlc form; other than facsimile where expl[cllly slated, and
'writEen" shall be.consUued adcordingEy;
(f~
(g)
general wards shall not be.given a.raslrictive meaning:
(Iy
IF they ire iniraducacl by the wprd "other" or "including" or slmller words by
season of the tact that ff~ey are.pre~eded by words indicating a parllcula~ class
of e~ct, matl~r or fh9ng;'
{ii)
by reason of the fact that they are followed by.parRicular. examples Intended to'
be embraced by those general words,.and
roforences to lime of day are to London limes,
2.
Condition
2.'i
Admisslon
This Mgrsament is conditional upon, and its provlsfans shall,lake effect from, Admisslon.
2,2
FafluYe to satisfy tite.condltlon
If Admisslon shall not.heve bsGome elfecilve by 8,0~ a;m. on 31 ~ec~inber 2014.(orsuch later
date as CpW and blxons shall agree)-this Agreement.shall cease and def~rmihe and none of
the parties shaif hive any alalm againsE another tar costs, dar►zages, charges,campensallon or
olliervvise.
3.
Lvck-In pfovlsbas
Subject to clauses 4 and.:5, the Shareholder covenants ;wlfh and undertakes to CpW and
~Ixons fhat ifv~lil. not; arid.il will use Its respective raason~6le etldeevours to procure so far. as
~t is able that no Connected Person oP Its wHf, make any Disposal during the Reslridted Period.
4.
Exceptiar~~ ko.fhe lock-in provisions
Subject to clause 5, the restrlctfons In clause 3 shall ~vfapply fo any I]lsposah
(a)
w~ti~li ls. nolifled in wrltir~q in advance to the.Board fi accordance with clause 5 end to
which the hoard (with each bifector pa~ticinatl~g in ;such docision exercising his
:powers ,bona irate in:iha bast interests of GP.W and no D(rector who is at fhat:time a
Dlrectpr wlshing al that lima Eo make ahy Dlspasal participating in the deolsiari)`gives.
Ifs prior consent In writing;
(b)
pursuant (o the acceptance of a.general offer {an "Otter") made to shareholders "df
CPW (onto elf such..sharQhoidars other than the .oFFeror and/or any body corporate
cantrolfed by:the offeror andlor any persons:acting In. concert with. lire offeror (within
the:mean(ng of the Giry Code on Takeovers and Me~gers)y to aCqulre all of tho issued
Ordinary Shares (other than any shares which are already owned, or contract~cf io pe
acquired, by 1he.offeror and any other person acting fn concer(with the offeror};
(c}
(d)
(e}
:pursuant to ~n irrevacablo undertaking io accept, or procure the acceptance of,
an
Offer;
pursuant to an InEervening court order;
.pursuant to s compromise or arsangement:beEween CPW aid Its creditors (ar any
-class of them) ar between CPW and .Its `members (or any class of them} whlcfi Is
agreed to by 1ha creditors or tfie members(as fhb case maybe)and sanctioned. by fhe
High Court pursuant to ParE 26 of Ehe Act;
(f)
pursuant to a scheme of arrangement Pursuant to sec#ion 110 df the insolvency Act
196fi in relaflon to GP1N,
(g)
to.CPW made;pursuant tp an offer. by CPW to purchase Its own shares which 1s made
on identical -terms to al.l.holders of shares and otherwise compiles with the Act, the
UKLA Rules and the rulas of kho ~xc~ange.~rohi tune to time;
(h)
fo or by the personal representatives of the Shareholder upon the death of the
Shareholder priorto the expiry of the Resfrictad Period;
(i)
where the Sharoholtler Is:
(i)
an Individual,(a a F~mlly Member, or
(if)
a personal reprgsantal(ve of an indiv.{duel, fo a Family Member of the
deceased individual; or
(iii)
an individual, to any person or persons acltng in the capacity of trustee or
Trustees of. a.trust created by, o~.inoludtng as principal beneficiary only such
individual andlor Faml{y Members of such Endtviduai; or
~IV}
fIl@ fTU6t2A of 8 IfU$t'tO.WF11C~1 SUED-paragraph (Iif).appifes, fo any.beneliciaries
of such- a Irusf who -are Family:Members of the indfvfdua! referred to in subs
paragraph (Ili),
prov[ded that(A) prior to the making of any such Disposal, the Shareholder shall have
s~ffsfied CPW _that the proposed Transferee falls w[thln one .of the categories In subparagraphs'.(!) to (Iv} abays-and (8)such transferee, before regfstralforrof sny transfer,
shall first undertake to be bound by fhe restrictions of(his Agreement by the execution
of a Deed of Adherence in, or subslantfally in ttte form,sQt outln the schedule to this
Agreement;
~ .
~)
by a l~ustee for. the purpose of effecting ih~.appofntment of a new.l~ustea or for the
purpose of retaCing en existing irusle.e pray+d~d.fh~tsuch prapased new trustee; before
regfsirallon of any such transfer sha11 first undertake to by bound by the ~esiricllons of
this Agraerrient by the exeouflon of a Deed ;of Adherence. fn, or substaniially:in: tie
farm, set out, En the schedule to This Agreement and there being na change :in the
beneilcial ownership of the Restricted Shares in connecliop with such pEsposal;
(I<)
by the Trustee of a selQement to an Jndfvldual which I~ a beneflolary or potential
bendficfary of such. sellfement provided thatprior to making any such [3isposal:
(i)
the Shareholder shall Satisfy.CPW that fhe proposed transferee fs a F~mliy
Member of the sel~for of the settiament; and
(ii)
such transferee, baForo registrakfpn of any such.iransfer, shall first
to ba bound by the restrictions of This l~yresmeni by the execution undertake
of a Deed
of Adherence In, or subsCantlAl[y Iri the Farm, set out in the schedule
t0 this
AgroemenE;
(I)
by a _nominee #o the beneficEal owner of Restricted SF►ares or another nami~ea
(provl~ed that there is no change In the bonoficiaf ownership of the Restrlcletl 5tiares)
prpvided khat.such proposed fransierae, beto~e regislra[ion of any transfer, shall first
undertake to be bound .6y the. restrictions of th(s Agreement by the oxecutian of a
Daetl of Adherence In, nr substantially in the form, set out In the schedule to this
Agreeirent
(m)
where fhe Shareholder is a cprporaiion or ~a body corporate to an Afflllate provided that
such entity.shall. first untlertake t~ 8e bound by.the r~strlctions of phis Agreement by
.the exeGutlon of a peed .of.Adherence.l~, or substanlial{y In .the form, sat out In the
scl~edule.lo This Ag[eement anc! agreeing that in tt►e evenk thai.any.such transferee
ceases to be an Affiliate, any sueh interost. in.any:Resfrictecf Share9 will, prior lo. such
cessatf~n, be transferred Lo either(a)the relevant Transferor;,or `(b) another Affiliake of
such .transferor, provided that such q~her Affiliate undertakes to ba bound by the
restrictions U.this ,~greement by tt~e execution af. a Daed of Adherehce .fn, or
substantially In Iho:form,set out In the schedule to:thls Agr~emeni; and
fin)
pursuant to 'a bona ffde reorganisation of'CPW~ following. Compfellan where the
Disposal .is In exchange far shares.:or atfiet securities (`:Group 7r~nsferee
SecuritiQs") in an A(flllat~ of CPW (Including a new holding company of GPW forrnsd
for the. purpose of facllil~l ng such a i'earganlsalfon).("Group Transferee"}, provided
that:
(q
-the resVictions set aut in this Agteement sha11 apply In respecE of any Group
Transferee SecuXifles .the Shareholder ~cqulres fallowing a Olspo.sal in
.accordance with this clause 4(rt}; and
(II)
the Shareholder shall, p~tor to such a disposal, enter Info.an .agreement with
the Group Transtoree agreeing to be bound by the restrlctiq~s set oft in tFjis
Agreement in respect of the Group Transferee Sacurilie.s,
provided that;
5:
(I)
any.Disposals pursaa~t to this clause 4 shall 6e notified In advance to CPW in wriEing
fye 8uslness Daye pr(or #o the entry Into of anyagreement relaNnc~ to.fhe same;
(il)
whero any Disposal pursuant to this clause. 4 requires the Board or CPW td be
satisfied as to any metier reiating fo such Disposal, each plreclor p~rticEpai[ng fro such
decision shall exercise hip powors bona Ada in life best:interests of CPIN and no
~jrector wfio is lnterest~d,ih rant'Dispgsal, either directly or through .a Famliy Member,
trust arrangement or pthorHrlse through a CQnneated Person, shall.partictpafe in that
decision; and
(ii)~
prior to the making of any.Disposal pur&cant to clause 4(h}.thv transforae shall havo
agreed to lie bound by the restrictions of Ih1s Agreatinei~t as iF it v~iare;iha ~ra~isferor by
execullon and delivery to CAW bf a. Deei3 6P Adhererfce in; or sul~stanUally In the form,
set aut In the schedule io lhts P~greement,
Orderly market provisions
For~~ period of 12 months following the end of the ftestricled Period,.life <Shareho~der shall
r~o4lfy CPW's broker of any intention to Dispose of all or any Restrfcled Shares no.laterthan
fhrvo BysinesS Days prior fo the date of .any such , propo~e.d 4isposal and- shall, .unless
otherwise agreed to In w[lting by the Board (with eaoh Dl~octor. partic+paling in such decision
exercising his powers bona ode in the besF lnterosts of CPW and no.Director who is aE lha~
lime a Direclar wishing at that time to make any .l7isposaE .paPtigipafing in the :decision},
Dispose of such'Restri~tod Shares through CPW's broker on a beat pries and execution basis
and with a view to maintaining an orderly i~arkek in CPW's ordinary shares.
6.
Remedies
In view of the difficulties In placing a monetary value upon the effects of any breach of the
terms of the undertakings referred to €n 1hls: AgrQament; the Shareholder recaghfses EhBt the
CpW and bixons will each be entitled to seek and the Shareholder shall :nof rase any
obJectfon io any uF them seeking injunctive relief as well. as any other relief which may be
appropriate under the circumstance$ In any court of competent jurlsdiclion.in tho ovent of any
breaoh qr anticipatory breach of iho gt~ligations seE out in clauses.3.and 5:
7;
Warranty and undertaking
7.1
Warranty as to.tlfle
The Shareholder warrants, represents and undertakes to each of CI'W and Dixons khat each
of the fZos[ricted SFiare~ are,6eneficlaffy owned by if, Eras from aII..Encumbrances, and that
immediately following Adrtiission ll wl~l have full power, capacliy,and authority to perform the.
o~Ugations under this Agreement In respect of the Restricted Shares.
7.2
Undertaking
The ShareFioldar underfa.kes to each of GPW and D(xons that If any ofi the Restricted Shares
aCe registered In the name of any other person,it shafl.pr6cure that.sucti person complies with
lire obligations of the Shareholder under this Agreement as if it were a party to this Agre9menl.
B,
Dealing restrlctfons
Th.o p[ovislons.. of this ggreomont are without prejudice. to any. obligations which the
Shareholtler may have from.time to time ss .a bireator or employee of GPW pursuant to the
UKl,A .Rules er the. Made! Gale and as a shareholder under FSMA and the Criminal Justice
AGt `i 993,.
9..
General
9.1
Errtlre agreement
This Agreement sets out the _ enl{re agreement and understanding belrrveen fhe Parties fn
respac# pf the subject m~ttor of Ihls Agreement.
9.2
i4sslgnrnent
Tfifs Agreement shall b.p binding upon and enure for the benefit of the su~dessors in fiHe of tf~e
Shareholder but-shall not be assignable by the Shareholder w[tnoul the prior writ#en`consent of
each at the other parties,
9.$
Varlaf[on
Np purported.varfaiio~ of this Agreemonf :shall ba.effective :unless it Is. in, writing and signed by
or on ~etialF of each of lt~e parties.
9.4
In dallcilly
'To the extent Ihat any prowi5ion of this Agreement fs Found. byany.court or competent authaNty
to be invalid, unlawful or unenforceable In any ~urfsdlctlon, that proV(slon shall be deemed not
tv ba a part of 1h~s Agreement, if shall not aifeot the anforcaabltlty of the remainder of this
Agreement nor shall it affec# the validity, lawfulness or onforceat~llily of Thal provisfon..tn any
other.Jurisdiction.
~J,5
8,6 ~
Releases snot waivers
(a)
Any party may, in wiiate_ or In .part, release, compound, compromise, irr&Ive. or
postpone. In Its:absnlule.dlscretion, any Ifabllily owad to it or:righf grar~fed to..iE in Ihis
Agreement.by any other party or Parties wiihout In any way prejudicing or atfeGting i,ls
rights in respaat of that or any. other liability or right not so released, compounded,
compromised, waived br postponed.
(b)
No single or partial exerclsv, or failure .or delay in ex~rcising any right, power or
remedy by any party shall consiituie'a waiver by that party oF, or Impair or preclude any
further exercise of; that or any rlghE; power or romady arising under this Rgreement or
othorwise,
Further assurance
each patty shat.( eicecute: such .documonts and take - such .steps. as the oEher party may
reas6nably require to fulfiE the provisions `oF :and to give io vacti party the full benet3t of this
Agreement,
9.7
9.B
9:9
Conn#erpaYts
(a)
This Agreement may be executed.ln any number af.counterparis,and by thq parties on
seRarate counterpa[1s, which may include faxed copies but shall not be effective ugQl
etch party:has executed ~f~least one counterpart,.
(b)
each counkerpart, when exAculed, shall .be an original of this .Agreement and. alt
counterparts shall together conatitate one lnslrument.
~Conflden!!alliy
(a)
Except :as referred to In suli-blouse (b) _below, each party shill treat as strictly
cont~tlenUal all infotmaifon received or obtained..as a result of entering into .or
performing th(s Agreement, welch relates to the, provisions ar subject matter of this
'Agreement,to any other party or ii~►~ negotiations relating to this AgreerttenE,
(b)
Any party may disclose Information whEah would otherwise he.confldential if and to Ute
extent:
(i}
Il Is required to. ,do .so by .raw or any securlAes exchange .or regula#ory .or
g~ve[nmental body Eo which `it is subject wherever silualed;
(il)
It considers ft necessary to disclose the 9niatmation ko i1s professional
advisers, auditors snit bankers provlde'd Thal it does so on a conHdentlal basis;
(iii)
tha 4nFarmation has come into the public domain through no fault of that party;
or
(iv)
each parEy to whom it relates has given its consent in wriling.
.Third Parfles Act
Tie parties io.th~s Agreeilent do not intend th2t any of its terms will be anForesable by virtue of
the Cpniracts(Rights of Tliird Parlles) Act 1J89 ~y any"person not a parry to It:
'10_
Notices
10.1
Form of NoIlce
Any Police to a pony under this Agreement s~iall be (n writing signed by or on beheff of the
party giving It and shell, unless deliVeted #d a pafky pa[sonaliy, E~e.left at, a~ sent.by prepaid first
0
class post, prepaid recorded delldery to llie address of the pa~ly as set out at the front of this
Agreement or as otherwise notliied in writing from time to time,
X0.2
Aeemedservlce
except as reFerreci io insub-clause 10.3, a nolice.shall.6e deemed to have been served:
(a)
at the time of delivery if delivered. personally; and
(b)
48 hours after posting in the case of an address in the United Kingdom. and 96 hours
-after p6sting for any other address.
If the deemed lime of service Is not during normal business hour$ In the country of r~celpt, loo
notice shall be deemed sowed at _the opening of business an the next business day of Ehat
~ouniry.
10:3
Exceptions
Tl~e deemed service provislans set oul !n sub-clause 14.2, do not apply tb a notice served by
post, (f there is a national or local susp~.tision, curtailment ar disruption of pos#al serv[ces
which aCfacls the collectlan of lice notice or is such thak the notice cannot: seasonably be
expected to be delivered within 48 hours or 96 hours(as appropriate) after posting.
10.4
Proofofservlce
fn province serVic~ if w1U be sufftcfenl t~ prove:
ta)
(b)
{n the case of personal service, that it was handed to the party or delivered #o nr left i.n
~n apgropriate plats for receipt of letters at Hs address; and
fn the case of o iettor sent by post, that the lottor was properly addressed, stamped
"afld p05tQd.
1b.5
belaying service
/~ par(y shelf not afCempt to prever~l or delay the service on it ai a notice connected wEth this
Agre~rnent.
~I'!.
c3o~~rnlrtg law and Jurisdiction
1 ~I.a
ooverr~~ny raw
This A~~eement and.any dispute, claim ar obllgatton (whether contractual or non-coniraclualj
arising out.of o~ In connection with it, its subject metier or formation .shall bs governed by
English law.
91.2
Jiir►sdic~ipn
Tiie parties irrovocahiy agree that.:the English couPts shall have exclusive jurisdlcfio~ to settle
any disAuta or cfalm (whether conUacWel ar non•aontractual) ar.ising out. of ar in connection
ivilh this P~graement, its subject matter pr formailo~:
In witness this Agreement -has been executed as a deed and delivered on the date appea~ing at the
head of page 9,
9
SIGNED as a DEED
)
by.CA~PHONE WAFt~HOUS~ GI~pUP )
PLC actin.g'by
a df~ector
In the presence cjf:
)
)
)
Director
STgnuluio olwlMess:
~~
Name:
~~~+~ ~S
Address;
C~p
,
L ~~
Lo►—b~+~
accupaUol~:
1,~36~~
~`
~~
SIGNED es a DEAD
by QI3(pN$ RGTA~I.PLC
acting by
a director
in the presence of:
)
}
)
)
)
r~ .
R~A3v~ k~~a~a~
Direcbr
Slgnafure of ttiltness;~~~{ V^
Name: ~~~J.i ~'-Ct~f~(Li
Atldross~
Occupallon,. ~DLICI~U~.
=--W------~-
SIGNED as a DEED
by JpHN A~.I,AN
in tha presence oi:
Slgnefure of wllnass: ~~~.
)
~
)
~,}~, ~~~~
~~-»"~ ~'''~'~
Name;O~JtV~U~jtC KFN~RL•WR~'~
,~a~ess: ~Nxv~~.~s i~-P,r~vE. SiL~
~T~`~l.'C ~ I.~M~C~fy
70
~~.z~ f~►~Ic~
Schedule
(Doed of adherence)
this deed of adherence is made on (•~ 20[..l by[named of[address](the"covenantor"Sin favour of
Carp{ione:lNarehouse Group pic, whose _registered. office Is a4 1 Portal Way, London W3 6RS
("CPW"} and Dlxons Fietall plc, whose registered ofFice is at MayEands Avenue, Hemel Hsmpsteaa,
Herlfprds[~fre_, HP2 77G ("Dixans") and is supplemental to the Lock-In and orderly market agreement
(ihe "AgreamenY'} dated•2p14 and mado botween(9jCPVU(2) bfxons and(3)(5hareholderNameJ..
Now ihls deed witnesses as follows:
~.
Tl~e Covenantor hereby conFfrms that It:has been aupplled wlth a.copy of the Agreement and
hereby i~rovocably and uncondltlonaily covenants with and undertekQs to each pf CPW -and
Dixans to :observe, perform and be.bound by all Iha terms of iha AgreemenE as fF It .were a
party thereto and named ~hereln as the Shareholder.
2.
This Deed shall be governed by and construed in 2ccord2nce with English law.
In witness this Deed has been executed as a doed and delivered ~n the dale first.wrilten above.
[lnsertapproprlate execution c~euse]
~xeauted as a Deed
(but not delivered ur~fll the data
appeatlrig at the head of page 't)
by[•] Limited
aating by:
)
)
)
)
)
Director
DireciorlSec~etery
a~
EMecuted as. a Deed
(but slot dellVered:unill the date
appearEng at the head of page 1 y
by [■~ Limited
acting by [.], a tilre~tar
in the presenge of:
)
~
)
Director
Siyna[urs ofw!(ness,
Name:
Addross:
OCCUpallor►;
11
Executed'aS a Deed
(buf not delivered,Untll kha dafs
appearing at fhe head of page 'I)
~Y[•]Pia
aclfng by:.
Director
D~repforlSecretHry
o~
Executed.as a Dead
(buE.not delive[ed unfil the date
appearing at the head of.page 7)
aY[~1 ptc
acing by[•], a director
([~ the presence ot:
Director
Slgpafure of ►v!lness~
Name:
Address:
~ocupaUan:
Executers as a Deed by
(but noE delivered uriiil the dale
sppearin~ `at the head of page 'i)
~Y[~1
in the presence of.
5ignalure ol.w1(ness;
Name:
Addross:
Qvaupallon:
12