DATED 12 December 2011 (1) BEST BUY CO., INC. and (2) CARPHONE WAREHOUSE GROUP PLC _________________________________________________ IMPLEMENTATION AGREEMENT _________________________________________________ CONTENTS

BEST BUY CO., INC. a company registered in the State of Minnesota whose registered office is at 7601 Penn Avenue South, Richfield, MN 55423, United States of America ("BBY Inc"); and

CARPHONE WAREHOUSE GROUP PLC (company number ###-###-####), a company incorporated under the laws of England and Wales and whose registered office is at 1 Portal Way, London W3 6RS ("CPW Plc").

On 7 November 2011 the parties announced that they had, on 6 November 2011, entered into heads of agreement ("Heads of Agreement") in respect of strategic business arrangements including in respect of Best Buy Europe Distributions Limited (company number ###-###-####) ("BBE Ltd").

BBY Inc and CPW Plc each own, directly or indirectly, 50% of BBE Ltd. Their relationship as shareholders of BBE Ltd is principally governed by the Shareholders Agreement (defined below).

BBE Ltd and its subsidiary undertakings carry on business in Europe although one of its subsidiary undertakings, CPW Mobile Limited (company number ###-###-####) ("CPWM Ltd"), (together with its subsidiary undertakings) are parties to a number of agreements including the Best Buy Mobile Agreement (defined below) under which CPWM Ltd receives a licence payment in respect of the BBYM Business (defined below).

BBY Inc and CPW Plc intend that BBE Ltd will no longer have any interest in the BBYM business such that BBY Inc will own the entire beneficial and economic interest in CPWM Ltd and CPW Plc will receive a cash dividend from New CPWM (defined below).

In order to effect the proposed Transaction, the parties will implement a multi-step restructuring of the existing corporate structure of the BBE Group such that New BBEDL (as defined below) will become the new holding company of the BBE Group (as defined below) of which BBY Inc and CPW Plc will each own 50%. The parties will, as a result, terminate the Shareholders Agreement (as defined below) and enter into the New Shareholders Agreement (as defined below) which will in effect amend and restate the provisions of the Shareholders Agreement.

In connection with the Transaction the parties will also enter into a number of other agreements to give effect to the Transaction and Heads of Agreement including, without limitation, the Global Connect Agreement, the Option Agreement and the Consultancy Agreement (each as defined below).

The parties wish to enter into this Agreement to set out certain mutual commitments to implement the Transaction and other matters which are the subject of the Heads of Agreement.

Defined Terms

Holding company and subsidiary

Recitals, schedules, etc.

Meaning of references

words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof;

references to a person shall include any individual, firm, body corporate, unincorporated association, government, state or agency of state, association, joint venture or partnership, in each case whether or not having a separate legal personality. References to a company shall be construed so as to include any

a party shall be construed so as to include its successors, permitted assigns and permitted transferees;

this "Agreement" is a reference to this Agreement as amended or varied in accordance with its terms;

references to the word "include" or "including" (or any similar term) are not to be construed as implying any limitation and general words introduced by the word "other" (or any similar term) shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things;

references to any English statutory provision or legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or other legal concept, state of affairs or thing shall in respect of any jurisdiction other than England be deemed to include that which most nearly approximates in that jurisdiction to the English statutory provision or legal term or other legal concept, state of affairs or thing;

references to "$" or "USD" are to the lawful currency of the United States of America as at the date of this Agreement; and

any reference to "writing" or "written" includes any method of reproducing words or text in a legible and non-transitory form but, for the avoidance of doubt, shall not include e-mail.

Headings

The parties hereby agree that, as at Completion and subject to fulfilment of the Conditions:

BBY Inc will acquire the entire beneficial and economic ownership of CPWM Ltd, which BBY Inc will immediately after Completion, hold in accordance with the corporate structure set forth in schedule 1;

New CPWM will hold only BBE Group's existing interest, right and title in and to the BBYM Business; and

CPW Plc shall receive the Payment by way of a dividend declared and paid by New CPWM.

The parties further agree that, as a result of and immediately following Completion, neither CPW Plc nor BBE Ltd will hold any beneficial or economic interest in the BBYM Business, but BBE Ltd will continue to operate its remaining business activities in accordance with the terms of the New Shareholders Agreement. The parties agree that there will be no change in the ultimate ownership and control of BBE Ltd existing as at the date of this Agreement as a result of the Transaction, save that the parties will hold their interest in BBE Ltd through New BBEDL. The parties will each hold 50 per cent. of the legal and beneficial interest in New

The parties will effect and achieve the transactions contemplated by clauses 2.1 and 2.2 above through implementation of the Restructuring in accordance with the Steps Plan. The parties acknowledge and agree that they shall not be bound to proceed with steps 6, 7 or 8 of the Restructuring (as set forth in the Steps Plan) unless and until Conditions A and B are fulfilled and they shall not be bound to complete step 8 of the Restructuring unless and until Condition C is fulfilled.

The parties acknowledge that:

in the course of the Restructuring, the parties will each acquire a 50 per cent. legal and beneficial ownership interest in each of New BBEDL and New CPWM;

the New Shareholders Agreement will only be entered into between the parties at Completion; and

the acquisition of the entire beneficial and economic interest in New CPWM by BBY Inc will occur on Completion.

Notwithstanding the matters set out in clause 3.1 above and the various transactions to be implemented pursuant to the Restructuring, each party hereby agrees and undertakes, for the period from the date of this Agreement until Completion, that it shall (and, to the extent that it is lawfully able to do so, shall procure that its Affiliates, directors and officers shall) continue to conduct and operate the business of the BBE Group (which shall include for these purposes CPWM Ltd, New BBEDL and New CPWM) to the extent reasonably possible and practicable in accordance with the terms of the Shareholders Agreement including, but not limited to, in respect of governance, shareholder reserved matters, shareholder restrictions and finance matters, provided that this clause 3.2 shall not prohibit implementation of the transactions required pursuant to the Restructuring. The parties acknowledge and agree that this clause 3.2 shall have effect notwithstanding that the Shareholders Agreement may terminate in accordance with its terms prior to Completion.

To the extent of any inconsistency between the provisions of this clause 3 and the Shareholders Agreement and the articles of association of either of New BBEDL and New CPWM, the provisions of this clause 3 and the Shareholders Agreement shall, as between the parties hereto, prevail.

Each party undertakes to the other parties that all Confidential Information received from another party shall be kept confidential and that it shall not directly or indirectly use,

The restrictions in clause 5.1 above shall not apply to communications, information and/or material which fall within the definition of Confidential Information:

to the extent it comes into the public domain otherwise than through a breach of this clause 5 or any other confidentiality undertaking agreed between the Parties in other documents; or

which can be shown by the recipient, to the reasonable satisfaction of the discloser of such Confidential Information, to have been known to the recipient prior to the recipient receiving the Confidential Information; or

the disclosure of which has been expressly authorised in writing by the party to whom the Confidential Information belongs; or

which is required to be disclosed under any Regulatory Requirement or to comply with any request or determination of any Tax Authority; or

which is required to be disclosed by a party in order to exercise its rights or perform its obligations under this Agreement or otherwise carry out the matters contemplated to be performed under this Agreement; or

Each party shall take all reasonable steps to minimise the risk of unauthorised disclosure of Confidential Information by ensuring that only such of its employees, professional advisers, auditors and consultants whose duties will require them to possess any Confidential Information shall have access thereto, and that they shall be instructed to treat the same as confidential during and after the term of their employment or appointment by the relevant party, as the case may be.

The obligations contained in this clause 5 shall continue after the termination of this Agreement.

Variation/waiver to be in writing

Variation/waiver shall not affect other rights

Consent to be in writing

Enforcement of rights

Remedies cumulative

Save as otherwise provided in this Agreement, any notice, demand or other communication ("Notice") to be given by any party under, or in connection with, this Agreement shall be in writing and signed by or on behalf of the party giving it. Any Notice shall be served by delivering it by hand to the address set out in clause 14.2 marked for the attention of the relevant party set out in clause 14.2 (or as otherwise notified from time to time in accordance with the provisions of this clause 14). Any Notice so served by hand shall be deemed to have been duly given or made when delivered, provided that where delivery by hand occurs after 6.00 p.m. on a Business Day or on a day which is not a Business Day, service shall be deemed to occur at 9.00 a.m. on the following Business Day.

The addresses of the parties for the purpose of clause 14.1 are as follows:

A party may notify all other parties to this Agreement of a change to its name, relevant addressee or address for the purposes of this clause 14, provided that such notice shall only be effective on:

the date specified in the notification as the date on which the change is to take place; or

if no date is specified or the date specified is less than five Business Days after the date on which notice is given, the date following five Business Days after notice of any change has been given.

In proving service it shall be sufficient to prove that the envelope containing such notice was properly addressed and delivered to the address shown thereon.