News release

London - 24 October 2006

3, the mobile media company, is pleased to announce that it has acquired a portfolio of 95 prime-location retail stores in shopping centres and high street locations across the UK.

Under the agreement 3, which currently has over thirty "3Stores" in the UK, is acquiring 73 Link stores and 22 O2 stores. This acquisition continues 3's strategy to build a nationwide retail presence and will create a retail footprint of over 150 stand-alone stores and 133 Superdrug and Selfridges concessions by the end of 2006.

Speed to market

The acquisition gives 3 access to prime high street and shopping centre locations that under normal circumstances could take years to become available on the open market. 3 expects over 90 of the new stores to be selling its products and services by the end of 2006. Stores will be re-branded, refurbished and converted to 3Stores.

All permanent employees at the 73 Link stores being acquired will transfer to 3 as part of the acquisition. These employees are a highly skilled and dedicated workforce, are fully trained and will start work immediately with 3. As a result, more than 200 new jobs will be created within the 3 retail network. All O2 store staff will continue to work for O2.

Mobile media retailing expertise

As well as providing a fast route to market, the expansion of its retail presence gives 3 greater control over the entire customer experience. The new stores are expected to play an important part in looking after the existing 3.75m customers on the 3 network.

3's experience of retailing mobile media services demonstrates that customers of its own stores are more likely to use the entertainment services available on 3 phones. Each of the new stores will feature dedicated entertainment displays to encourage customers to try mobile media services, including mobile games, mobile TV and mobile music.

Marc Allera, Sales Director of 3 UK, said:

"We're delighted to acquire this retail portfolio and we're confident we can turn these sites into 3Stores in a matter of weeks. This strengthens our direct sales channel, giving the 3 brand a major presence on high streets across the country and helping us to further develop our relationship with our existing customers. Also most of these stores will be open in time for the busy Christmas period."

Marc added: "This agreement ensures we have a balanced mix of distribution. With specialist independents and the major third-party retailers continuing to play a major role in how we attract customers, we expect our direct presence to become equally important to winning new business during 2007."

The terms of the agreement were not disclosed.

About 3

3 is a mobile media company delivering a convergence of communications, entertainment and information to customers on the move.

The three areas which form the core of its business are:

• Communications - including all forms of personal communications, voice and video calling; text, picture and video messaging; and mobile blogging
• Entertainment - including television, music audio and video, computer games, and media publishing
• Information services - including wireless web, access to the best of the internet and a range of news services

3 UK is a member of the HWL group of 3G companies, which include 3G operations in Australia, Austria, Denmark, Hong Kong, Ireland, Israel, Italy, Sweden and soon Norway.

Three facts about 3:

• 3, a mobile media company, launched the UK's first 3G network
• 3 has over 3.75 million customers in the UK and over 13.5 million worldwide (August 2006 figures)
• The 3 network offers national coverage for calls and texts, and over 89% population coverage for 3G services.

For further information, please visit: www.three.co.uk or call the 3 Media Office on 020 7350 5696.

Lucy Reed
Corporate Communications, 3UK
Direct line: 0207 350 5693
Mobile: 077 8232 4811
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