DATED 28JANUARY 2010 THECARPHONE WAREHOUSE GROUP PLC and CPW RETAIL HOLDINGS LIMITED and BEST BUY CO., INC. and BEST BUY DISTRIBUTIONS LIMITED and NEW CARPHONE WAREHOUSE GROUP PLC AMENDMENT AGREEMENT to the Shareholders Agreement dated 30 June 2008, as amended on 29 July 2009

1.2        References to Clauses and/or Schedules shall be references to those contained in the SHA unless otherwise expressly specified herein. References herein to the SHA shall be deemed to include all of the Schedules to the SHA.

2.           AMENDMENTS TO THE SHA

The parties hereby agree that, with effect from the date of this Agreement the provisions of the SHA shall be amended pursuant to Clause 24 as follows:

2.1         The following definitions in Clause 1.1 shall be deleted or amended:

2.1.1        The definitions of BBY Loan, BBY Loan Agreement, CPW Loan, CPW Loan Agreement and JV Shareholder Loans shall all be deleted given all of these loans have been capitalised in JV Co and no longer exist. All other references to these defined terms shall be deleted in the SHA.

2.1.2        The definition of Competitor shall be amended as from the Transfer Date to include any member of the Al-Futtaim group.

2.1.3        The definition of Consortium Relief Agreement shall be amended to include the fact that New CPW shall as from the Transfer Date automatically replace CPW thereunder pursuant to the terms of the Deed of Novation.

2.1.4        Paragraph (b) of the definition of JV Investment shall be deleted and replaced with the following new paragraph (b):

(b)     the amount loaned or, to the extent not loaned, the amount agreed to be loaned or provided pursuant to the JV Shareholder RCF and/or the Support Letters together with all interest accrued, but unpaid on any of them;

2.1.5        The definition of Key Agreements shall be amended by deleting references to BBY Loan Agreement, CPW Loan Agreement and CPW RCF, and inserting references to the JV Shareholder RCF and Support Letters.

2.1.6        The definition of Fair Market Value shall be amended by adding the words “...or of the entire JV Group as the case may be....” after the words “JV Co Investment” and before the word “as” in the second line, and the words “JV Co Investment” in the second line shall be amended to read “JV Investment”.

2.1.7        The definition of SPA shall be amended to include the fact that New CPW shall as from the Transfer Date automatically replace CPW thereunder pursuant to the terms of the Deed of Novation.

2.2         Clause 1.1 shall be amended by adding the following new definitions:

“Additional Period” shall have the meaning given to it in Clause 4.1.10;

“Admission” means the admission of the entire issued share capital of New CPW to the Official List of the FSA and to trading on the main market for listed securities of the LSE becoming effective;

“Distressed Situation” shall for the purposes of Clause 4.1.8 include, without limitation, where a petition has been presented for the making of an administration order, an administrative receiver being appointed, the presentation of a winding-up resolution (except (i) for the purpose of a solvent liquidation, reorganisation, reconstruction or amalgamation of a JV Shareholder or JV CO provided that (a)

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any such event in respect of a JV Shareholder will not in the reasonable and good faith opinion of the other JV Shareholder preclude the ability of such JV Shareholder to satisfy any or all of its funding obligations in respect of JV Co and (b) any such event in respect of JV Co will not in the reasonable and good faith opinion of any JV Shareholder cause an event or a potential event of default under the RFA or the JV Shareholder RCF that would result in the acceleration, prepayment or termination of either the RFA or the JV Shareholder or (ii) where any petition has been withdrawn or dismissed within three Business Days of it being presented unless a longer period of time is agreed by (a) both JV Shareholders acting reasonably and in good faith at the request of either of them in respect of a petition presented against JV CO; or (b) by the other JV Shareholder acting reasonably and in good faith at the request of the JV Shareholder who has had the petition presented against it) or any other analogous event in each case in respect of JV Co or a JV Shareholder, or there being, in the reasonable and good faith opinion of a JV Shareholder, an event or a potential event of default under the RFA or the JV Shareholder RCF that would result in the acceleration, prepayment or termination of either the RFA or the JV Shareholder RCF.

“Deed of Novation” means the deed of novation and assignment in relation to each of the SPA, the Consortiumn Relief Agreement and CPW Support Letter, between CPW, CPW Affiliate, BBY Hold Co, BBY Distributions, New CPW and JV Co dated 28 January 2010;

“Funding Date” shall have the meaning given to it in Clause 4.1.8;

“Funding JV Shareholder” shall have the meaning given to it in Clause 4.1.9;

“JV Parent” shall mean any holding company of CPW in the case of CPW and BBY Hold Co in respect of BBY Distributions;

“JV Shareholder RCF” means the revolving credit facility, in an aggregate amount of £125 million (one hundred and twenty-five), between CPW, BBY Distributions (as lenders in equal proportions, BBY Hold Co, JV Co (as borrower) and New CPW entered into on 28 January 2010 and as from the date of Admission New CPW shall replace CPW thereunder;

“Loan Agreement” means any loan agreement to be entered into between JV Co and the Funding JV Shareholder, by which the Funding JV Shareholder provides JV Co with an unsecured loan bearing interest at a rate of LIBOR plus 8% per annum, in the form set out in the Appendix to this Agreement;

“New Shares” shall have the meaning given to it in Clause 4.1.10;

“Non-funding JV Shareholder” shall have the meaning given to it in Clause 4.1.9;

“Outstanding Obligations” shall have the meaning given to it in Clause 4.1.9;

“RFA” means the agreement dated 3 July 2009, entered into between The Carphone Warehouse Limited, Mobiles.co.uk Limited, CPWCO 18 Limited, Barclays Bank PLC, HSBC Invoice Finance (UK), RBS Invoice Finance Limited, Credit Suisse, London Branch and Lloyds TSB Commercial Finance Limited, in connection with a receivables financing facility of £350 million and as amended or replaced from time to time;

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“Subscription Notice” shall have the meaning given to it in Clause 4.1.10;

“Support Letters” means the support letters, in an aggregate amount of £50 million (fifty) each provided by each of CPW and BBY Hold Co to JV Co on 28 January 2010 (the support letter from CPW being the “CPW Support Letter”) and as from the date of Admission, the support letter to be provided by New CPW in substitution for the CPW Support Letter and on substantially the same terms pursuant to the Deed of Novation;

“Transfer Date” means the date on which CPW transfers all of its Shares to New CPW;

“Utilisation Request” shall have the meaning given to it in Clause 4.1.8;”

2.3         Clauses 4.1.1 4.1.2, 4.1.3, 4.1.4 and 4.1.5 shall be deleted and replaced with the following new Clauses:

“4.1.1  Subject to the remaining provisions of this Clause 4.1, JV Co shall be financed out of cash flow, the RFA, the JV Shareholder RCF, the Support Letters and (if relevant) the facility provided under the Loan Agreement.

4.1.2     JV Co shall be entitled as it shall determine to utilise the RFA, the JV Shareholder RCF, the Support Letters or (if relevant) the facility provided under the Loan Agreement for its working capital purposes.

4.1.3     The parties acknowledge and agree that all amounts drawn down by JV Co under the CPW RCF (including interests and costs) have been repaid to CPW in full and that the CPW RCF has been terminated and is no longer available to JV Co and that no party to the CPW RCF has any claim against the other thereunder and to the extent such claims exist they are hereby waived.

4.1.4     It is further agreed that there has been no Potential Event of Default or an Event of Default as both were defined in the CPW Hold Co RCF.

4.1.5     Save for the entry into and provision of the JV Shareholder RCF, the Support Letters and (if relevant) the Loan Agreement, and in accordance with the terms of each, no party shall be required to contribute any debt or equity capital to, or to guarantee any debt of JV Co (or any other member of the JV Group) without that party’s prior written consent.”

2.4         Clauses 4.1.6 and 4.1.7 shall continue in full force and effect and are not amended or deleted by this Agreement.

2.5         The following new Clauses 4.1.8, 4.1.9, 4.1.10, 4.1.11 and 4.1.12 shall be added:

“4.1.8  At any time and from time to time JV Co shall, following a bona fide request from (i) the JV Management Team acting reasonably and in good faith, or (ii) a JV Shareholder acting reasonably and in good faith in a Distressed Situation, request a draw-down under the JV Shareholder RCF in the form of the utilisation request set out in Schedule 2 thereof (the “Utilisation Request”), provided that the amount requested in the Utilisation Request, together with the amounts set out in any Utilisation Request already delivered do not in aggregate exceed the maximum amount of the facilities made available from each of the JV Shareholders under the JV Shareholder RCF in aggregate.. Following receipt of a Utilisation Request, each JV Shareholder shall pay in accordance with the provisions of the JV

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Shareholder RCF in respect of a Utilisation Request. Payment shall he made by the date (being a date no later than 10 Business Days following the date of issue of the Utilisation Request) (the “Funding Date”) and to the JV Co account set out in the Utilisation Request, in immediately available funds.

4.1.9    If following service of a Utilisation Request (i) a JV Shareholder notifies the JV Board that it is not in a position to satisfy any or all of its obligations under the Utilisation Request; or (ii) a JV Shareholder fails to make payment in whole or part on the Funding Date, (a JV Shareholder failing to meet its obligations in either of the scenarios set out in (i) or (ii) above, a “Non-funding JV Shareholder”), the remaining JV Shareholder (the “Funding JV Shareholder”), may, in its sole discretion, within five Business Days following the Funding Date, notify the JV Board that it wishes to satisfy all (but not some) of the Non-funding JV Shareholder’s obligations under the Utilisation Request to the extent not paid by the Non-funding JV Shareholder as at such date. If the Funding JV Shareholder wishes to satisfy all (but not some) of such Non-funding JV Shareholder’s outstanding obligations under the Utilisation Request (the “Outstanding Obligations”), it shall make payment by way of loan to JV Co, as soon as reasonably practicable and in any event no later than 10 Business Days following the Funding Date of all (but not some), of the Outstanding Obligations, to the account set out in the Utilisation Request. Any such loan shall be provided on the terms and conditions of, and be represented by, the Loan Agreement.

4.1.10  If the Funding JV Shareholder has satisfied all (but not some) of the Non-funding JV Shareholder’s Outstanding Obligations under Clause 4.1.9, then the Non-funding JV Shareholder shall be released from all of its obligations in respect of its Outstanding Obligations provided that the Non-funding JV Shareholder shall be entitled (but not obliged) at any time during the period of six months following the Funding Date (the “Additional Period”) to pay all or some (in a maximum of four tranches and at different times during the Additional Period) of the Outstanding Obligations and the amount of the loan drawn down under the Loan Agreement shall be reduced accordingly. The order of priority in respect of the repayments by JV Co of any amounts under the JV Shareholder RCF and any Loan Agreement shall be as stated in the JV Shareholder RCF. If following the expiry of the Additional Period, the Non-Funding JV Shareholder has failed to satisfy all or part of the Outstanding Obligations, the JV Co Board shall after a written request (the “Subscription Notice”) from the Funding JV Shareholder made no later than 10 Business Days after the end of the Additional Period, and in consideration for the waiver by the Funding JV Shareholder of JV Co’s obligations under the Loan Agreement entered into pursuant to Clause 4.1.9 (and as such amount drawn down thereunder may have been reduced by this Clause 4.1.10), offer the Funding JV Shareholder Ordinary Shares (“New Shares”) for subscription by it. The price payable for the New Shares so offered, and the number of New Shares so offered, shall be determined by reference, to the Fair Market Value of entire JV Group, so as to equal, in aggregate, the value of the Outstanding Obligations not so satisfied. The Funding JV Shareholder shall, by written notice to JV Co within 10 Business Days of the Fair Market Value being agreed or determined, state whether it wishes to accept the offer on the terms, and in the amount, set out by the JV Co Board. Once it accepts the offer, the Funding JV Shareholder shall be bound to make such subscription.

4.1.11  If a Loan Agreement is to be entered into under Clause 4.1.9 and/or the Funding JV Shareholder elects to subscribe for the New Shares offered under Clause

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4.1.10, the Non-funding JV Shareholder shall (in accordance with the JV Articles of Association and the provisions of this Agreement, including without limitation Clauses 5.3.4.2 and 6.1.2) give, exercise, make or pass, or procure to be given, exercised, made or passed, all such consents, approvals, agreements, waivers, voting rights (including by means of written resolution), requests and/or resolutions and do, or cause to be done, all such other acts or things as may be necessary to enter into the Loan Agreement and/or complete the issue of New Shares, as the case may be. Promptly after receiving the necessary consents or approvals pursuant to this Clause 4.1.1 1, JV Co shall, in the case of the Loan Agreement, enter into the Loan Agreement and, in the case of a Subscription Notice, allot and issue (credited as fully paid) the relevant New Shares, update the Funding JV Shareholder’s holdings of Shares in the register of members, and complete and despatch to the Funding JV Shareholder certificates for the New Shares.

4.1.12  The parties agree that they shall not request or otherwise require pursuant to any provision of this Agreement (including without limitation pursuant to any Consolidation Reserve Matters), that the JV Management Team makes any decision or request under Clause 4.1.8. Accordingly, any decision or request made by the JV Management Team under Clause 4.1.8 shall be made both in the best interests of JV Co and independently of any request made by any JV Shareholder.”

2.6        Clause 4.2 shall be deleted in its entirety,

2.7        Paragraph 1.1 of Schedule 4 shall be amended by adding the wording “liquidation, reorganisation,” after the word “solvent” and before the word “reconstruction” on the fourth line.

2.8        Paragraph 4.1 of Schedule 5 shall be amended by adding the wording “or of the entire JV Group, as the case may be” after the words “JV Investment” and before the word “between” on the second line.

2.10      A new paragraph 4.3.7 shall he added to paragraph 4.3 of Schedule 5 as follows:

“4.3.7  For the purposes of Clause 4.1.10 the Fair Market Value shall be calculated as at the last day of the Additional Period (as defined in Clause 4.1.10) and by reference to the JV Group as a whole.”

3.          TRANSFER OF SHARES

3.1        CPW currently holds 993,619,764 Shares (being 993,619,764 ordinary shares of £l each and representing 45% of the aggregate amount of all of the Shares) (“CPW JV Co Shares”) and CPW Affiliate holds 110,402,197 Shares (being 110,402,197 ordinary shares of £1 each in the capital of JV Co representing 5% of the aggregate amount of all of the Shares) (“CPWAffiliate JV Co Shares”), BBY Distributions currently holds 1,104,021,961 Shares being 1,104,021,961 ordinary shares of £1 each and representing 50% of the aggregate amount of all the Shares.