Common use of Business Valuation Clause in Contracts

Business Valuation. In connection with the preparation and consummation of the Transaction, Pricewater- houseCoopers GmbH Wirtschaftsprüfungsgesellschaft was engaged before the present date to carry out a business valuation as at the date of the annual general meeting deciding on the resolutions under clause 2.1 above based on the current Standard IDW S1 of the Insti- tute of Public Auditors in Germany in relation to MSH and CECONOMY in order to ensure that the lowest issuing price is achieved in the Capital Increase through Contribution in Kind and the issuance of the Convertible Bonds and that the issuing price (including the ex- change ratio used) is reasonable within the meaning of Section 255 (2) German Stock Cor- poration Act (Aktiengesetz – AktG). Following the annual general meeting that has adopted the resolutions referred to under clause 2, CECONOMY will provide Convergenta with a copy of this expert report.