mmO2 & KPN agree MoU

British Telecommunications PLC
8 November 2001



                                                              November 8, 2001


          mmO2 AND KPN TO CO-OPERATE ON 3G NETWORK BUILD IN THE NETHERLANDS

mmO2 - through its Dutch mobile business, Telfort Mobiel - and KPN Mobile
today announced that they have signed a binding Memorandum of Understanding
(MoU) setting out preliminary arrangements for their co-operation on the
roll-out of third generation (3G) mobile networks in the Netherlands.

The MoU - the first of its kind in the Netherlands - maintains the flexibility
to allow other Dutch 3G licence holders to participate in this arrangement.
This follows Europe's first network sharing agreement signed recently between
mmO2 and T-Mobile International to build jointly and share certain parts of
their 3G infrastructure as well as enable bilateral roaming in the UK and
Germany.

The companies anticipate that this arrangement will bring a number of
benefits, including:

  * The potential to roll-out new multimedia and data services more quickly
    across a greater geographical area in the Netherlands, and

  * A potential reduction in the number of base stations required overall.

Telfort Mobiel and KPN Mobile will work towards a phased and co-ordinated
roll-out of 3G radio network infrastructure utilising new and existing base
stations. This programme is expected to start at the beginning of next year in
different geographic regions in the Netherlands with the aim of offering
services over their 3G networks from 2003. Each company will separately
develop its own core network.

Peter Erskine, chief executive officer, mmO2, said: 'Together, we can begin to
realise a more cost effective 3G network construction in the Netherlands,
faster network coverage and a potential reduction in the number of sites
required overall. This announcement further underpins mmO2's strong position
in mobile data services in Western Europe.

'In addition to these important network sharing arrangements, mmO2 benefits
from ongoing trials in 3G technology on the Isle of Man and, through our
Expidas subsidiary, testing the types of applications that may run over the
networks. This co-ordinated strategy provides mmO2 with a potential lower-risk
and more cost-effective path towards the roll-out of 3G services.'

It is expected that definitive agreements will be signed by Spring 2002
subject to detailed planning activities being have been concluded. Following
this, by January 2007, Telfort Mobiel and KPN Mobile intend to have achieved
wide 3G network coverage in the Netherlands. They also believe that the MoU is
consistent with the legal frameworks established by the Association of
Netherlands Municipalities (NMa), the Independent Post and Telecommunications
Authority (Opta) and the Dutch Ministry of Transport.

mmO2

Following the completion of the proposed demerger from BT, mmO2 will have
wholly-owned operations in the UK (BT Cellnet), Germany (VIAG Interkom), The
Netherlands (Telfort), the Republic of Ireland (Digifone) and the Isle of Man
(Manx Telecom) as well as Genie, a leading mobile Internet portal.

mmO2 owns third generation mobile licences to operate next generation services
in the UK, Germany and the Netherlands - all territories where its operating
companies have already introduced GPRS services. mmO2 expects its Irish
subsidiary to apply for a 3G licence in Ireland when the application process
commences.

mmO2 is the holding company of the mmO2 group of companies and O2 will be the
brand of the customer facing businesses of mmO2 plc.

This press announcement, which has been prepared by and is the sole
responsibility of mmO2 plc (mmO2), has been approved solely for the purposes
of section 57 of the Financial Services Act 1986 by Merrill Lynch
International, Morgan Stanley & Co. International Limited and Schroder Salomon
Smith Barney which are regulated in the UK by The Securities and Futures
Authority Limited.

Merrill Lynch International, Morgan Stanley & Co. International Limited and
Schroder Salomon Smith Barney are advising mmO2 plc and British
Telecommunications plc and no-one else in relation to the proposed demerger of
mmO2 plc from British Telecommunications plc and will not be responsible to
anyone other than mmO2 plc and British Telecommunications plc for providing
the protections afforded to the customers of Merrill Lynch International,
Morgan Stanley & Co. International Limited and Schroder Salomon Smith Barney
in relation to the proposed demerger.

Schroder Salomon Smith Barney is the trading name of Salomon Brothers
International Limited. Schroder is a trademark of Schroders Holdings plc and
is used under licence by Salomon Brothers International Limited.

This announcement does not constitute, or form part of an offer, or
solicitation of an offer, to purchase or subscribe securities.



Press inquiries to:

mmO2

Simon Gordon

+ 44 7710 070 698

+ 44 20 606 4335

[e-mail]

Telfort

Clody Derksen          Ina van der Meulen

+ 31 20 200 64 07      [phone]

[e-mail]    [e-mail]