Notification of major interests in shares

1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached:

Carphone Warehouse Group plc

2 Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights

√

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

An event changing the breakdown of voting rights

Other (please specify):

3. Full name of person(s) subject to thenotification obligation:

TIAA-CREF Investment Management, LLC on behalf of the accounts listed in Exhibit B

Teachers Advisors, Inc. on behalf of the funds listed in Exhibit C

4. Full name of shareholder(s)  (if different from 3.):

See number 3

5. Date of the transaction and date onwhich the threshold is crossed orreached:

23 May 2011

6. Date on which issuer notified:

25 May 2011

7. Threshold(s) that is/are crossed orreached:

3%

8. Notified details:

A: Voting rights attached to shares

Class/type ofshares

if possible usingthe ISIN CODE

Situation previousto the triggeringtransaction

Resulting situation after the triggering transaction

NumberofShares

NumberofVotingRights

Numberof shares

Number of votingrights

% of voting rights

Direct

Direct

Indirect

Direct

Indirect

GB0008787029

13,851,646

13,851,646

13,242,024

13,242,024

0

2.90%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate

Exercise/Conversion Period

Number of votingrights that may beacquired if theinstrument isexercised/ converted.

% of votingrights

N/A

N/A

N/A

N/A

N/A

Total (A+B)

Number of voting rights

Percentage of voting rights

13,242,024

2.90%

9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable:

The College Retirement Equities Fund ("CREF") hereby informs you that on May 23, 2011, CREF sold 333,013 shares of Carphone Warehouse Group Plc, bringing its total holdings in your company to 13,083,326 shares. CREF owns these shares through two of its investment accounts, the Global Equities Account and the Stock Account. It is our understanding the total voting shares outstanding of Carphone Warehouse Group Plc are 457,054,123 bringing CREF's ownership in your company to a 2.86% level.

For your information, CREF is a U.S. based investment company, which is registered with the Securities and Exchange Commission ("SEC"). CREF has multiple investment accounts, each with separate investment objectives and policies. All assets in the accounts are beneficially owned by CREF, and all the accounts are managed by TIAA-CREF Investment Management, LLC, an SEC registered investment adviser.

Additionally, affiliates of CREF sold 276,609 shares of Carphone Warehouse Group Plc, bringing its total holdings in your company to 158,698 shares. These holdings are owned by the TIAA-CREF Funds ("Funds"), and the TIAA-CREF Life Funds ("Life Funds"), each of which are SEC registered investment companies. The Funds and Life Funds are managed by Teachers Advisors, Inc., an SEC registered investment adviser that is affiliated with TIAA-CREF Investment Management, LLC. These affiliated funds, aggregated with those of CREF, own a total of 13,242,024, or 2.90% of the outstanding voting shares of your company. Because Teachers Advisors, Inc. and TIAA-CREF Investment Management, LLC follow the same policies when voting these shares, we are aggregating the holdings for purposes of this letter.

(See Exhibit A)

Proxy Voting:

10. Name of the proxy holder:

TIAA-CREF Investment Management, LLC / Teachers Advisors, Inc.

11. Number of voting rights proxy holder will ceaseto hold:

N/A

12. Date on which proxy holder will cease to holdvoting rights:

N/A

TIAA-CREF Investment Management LLC

CREF Global Equities Account

CREF Stock Account

Total Holdings CREF

Total Percentage Held

Holdings as of 23 May 2011

8,277,790

5,138,549

13,416,339

2.935%

Transactions as of 23 May 2011

-

(333,013)

(333,013)

Holdings as of 24 May, 2011

8,277,790

4,805,536

13,083,326

2.863%

Teachers Advisers Limited

TIAA-CREF Life Growth & Income Fund

TIAA-CREF Funds Growth & Income Fund

Total Holdings Mutual Funds

Total Percentage Held

Holdings as of 23 May 2011

15,000

420,307

435,307

0.095%

Transactions as of 23 May 2011

(9,532)

(267,077)

(276,609)

Holdings as of 24 May, 2011

5,468

153,230

158,698

0.035%

Aggregate Holdings as of 24 May 2011

Total Shares Held

13,242,024

Voting Shares Outstanding as of 24 May 2011

Total Voting Shares

457,054,122

Total Percentage Held

23 May 2011

3.031%

24 May 2011

2.897%