Common use of Establishment of the Company Clause in Contracts

Establishment of the Company. On the date of this agreement (unless the same has already been done) the parties will take all such actions as are necessary to cause the following matters: (A) the Articles of Association shall be adopted by the Company; (B) the following shall be appointed as the Liberty Global Directors: [ ] (C) the following shall be appointed as the Telefónica Directors: [ ] (D) [ ] shall be appointed as the company secretary; (E) the following appointments shall be made in respect of the Company: (i) [ ] shall be appointed as the CEO; (ii) [ ] shall be appointed as the CFO; (iii) [ ] shall be appointed as the CTO; (iv) [ ] shall be appointed as the CIO; (v) [ ] shall be appointed as the General Counsel and Chief Regulatory Officer; (vi) [ ] shall be appointed as COO; (vii) [ ] shall be appointed as Chief Digital Officer; (viii) [ ] shall be appointed as Chief Commercial Officer; (ix) [ ] shall be appointed as Chief People and Transformation Officer; (x) [ ] shall be appointed as Managing Director (Business and Wholesale); (xi) [ ] shall be appointed as Managing Director (Fixed Network Expansion); and (xii) [ ] shall be appointed as Chief Communications and Corporate Affairs Officer;

Establishment of the Company. On the date of this agreement (unless the same has already been done) the parties will take all such actions as are necessary to cause the following matters: (A) the Articles of Association shall be adopted by the Companyadopted; (B) the following ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be appointed as Vodafone Supervisory Directors; ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Baptiest ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be appointed as Liberty Global Supervisory Directors and Jan ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ shall be appointed as the Liberty Global Directors: [ ]secretary of the Company, each in accordance with the Articles of Association; (C) the following shall be appointed as the Telefónica Directors: [ ] (D) [ ] shall be appointed as the company secretary; (E) the following appointments shall be made in respect of the Company: (i) [ ] Jeroen Hoencamp shall be appointed as the Managing Director and CEO; (ii) [ ] ▇▇▇▇▇▇ ▇▇▇▇▇ shall be appointed as the Managing Director and CFO; (iii) [ ] ▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be appointed as the CTO; (iv) [ ] ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ shall be appointed as the CIOHead of Consumer Business; (v) [ ] ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ shall be appointed as the Head of Enterprise Business; (vi) ▇▇▇▇ ▇▇▇▇▇▇▇ van den Brink shall be appointed as the Head of Human Resources; and (vii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall be appointed as the General Counsel and Chief Regulatory OfficerCounsel; (viD) [ ] the accounting reference date of the Company shall be 31 December in each year; (E) KPMG shall be appointed as COOauditors of the Company, unless the Shareholders agree otherwise; (viiF) [ ] the Initial Business Plan shall be appointed as Chief Digital Officeradopted; (viiiG) [ ] the Accounting Policies shall be appointed as Chief Commercial Officer; (ix) [ ] shall be appointed as Chief People and Transformation Officer; (x) [ ] shall be appointed as Managing Director (Business and Wholesale); (xi) [ ] shall be appointed as Managing Director (Fixed Network Expansion)adopted for the purposes of statutory reporting; and (xiiH) [ ] board regulations for the Supervisory Board shall be appointed as Chief Communications and Corporate Affairs Officer;adopted.

Establishment of the Company. On 2.1 Immediately following the date execution of this agreement (unless the same has already been done) the parties will take all such actions as are necessary to cause the following mattersagreement: (A) the Articles of Association and the Completion Board Resolutions shall be adopted by the Companyadopted; (B) the following First GSK Shareholder shall nominate seven individuals by notice in writing to the Company prior to Completion (who it is agreed shall include ▇▇▇▇ ▇▇▇▇▇▇▇▇ as CEO), and the Company shall appoint them (to the extent not already appointed), as the initial A Directors; (C) the First Novartis Shareholder shall nominate four individuals by notice in writing to the Company prior to Completion, and the Company shall appoint them (to the extent not already appointed), as the initial B Directors; (D) ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ shall be appointed as the Liberty Global Directors: [ ]initial Chairman; (CE) ▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be appointed as CEO, the individual nominated by the First GSK Shareholder by notice in writing to the Company prior to Completion shall be appointed CFO and (subject to approval by the CEO) the following individual nominated by the First Novartis Shareholder by notice in writing to the Company prior to Completion shall be appointed Head of OTC; (F) the accounting reference date of the Company shall be, or if necessary be changed to, 31 December in each year; (G) PricewaterhouseCoopers LLP (or such other accountancy firm referred to in clause 4.1(R) (Reserved Matters) as the First GSK Shareholder may have notified to the other relevant parties) shall be appointed as the Telefónica Directors: [ ] (D) [ ] shall be appointed as auditors of the company secretaryCompany; (EH) subject and without prejudice to clause 8.5 (Proceedings of Directors), the following appointments CEO Terms of Reference shall be made in respect adopted and the Board shall delegate operational control of the Company: (i) [ ] shall be appointed as the CEO’s Group in accordance therewith; (iiI) [ ] the Accounting Policies shall be appointed as the CFO; (iii) [ ] shall be appointed as the CTO; (iv) [ ] shall be appointed as the CIO; (v) [ ] shall be appointed as the General Counsel and Chief Regulatory Officer; (vi) [ ] shall be appointed as COO; (vii) [ ] shall be appointed as Chief Digital Officer; (viii) [ ] shall be appointed as Chief Commercial Officer; (ix) [ ] shall be appointed as Chief People and Transformation Officer; (x) [ ] shall be appointed as Managing Director (Business and Wholesale); (xi) [ ] shall be appointed as Managing Director (Fixed Network Expansion)adopted; and (xiiJ) [ ] the Shareholders shall be appointed procure that all meetings (or resolutions) of the Directors and/or of the Shareholders as Chief Communications and Corporate Affairs Officer;are reasonably required to implement all the above matters are held at Completion (or prior to Completion with effect from Completion).