Orange S.A.

Re Mobilcom

Orange S.A.
11 June 2002

France Telecom and Orange terminate the Cooperation Framework Agreement with
MobilCom and Mr. Schmid

 Paris, London, June 11, 2002 - France Telecom and Orange today issued a notice
to MobilCom and Mr. Schmid terminating the Cooperation Framework Agreement
('CFA') entered into between France Telecom, MobilCom and Mr. Schmid on 23 March
2000, constituting the entire basis of the relationships between the parties.
This follows a series of breaches of the CFA by Mr. Schmid and MobilCom,

  • Mr. Schmid and the MobilCom Supervisory Board have repeatedly
    misinterpreted the CFA by alleging that France Telecom and Orange's rights
    to approve important decisions of MobilCom, such as the Company's business
    plan, were not enforceable.

  • As evidenced by a report by BDO, Mr. Schmid has breached a number of
    articles of the German corporation law in connection with transactions
    between MobilCom and Millennium GmbH, a company owned by Mr. Schmid's wife.

  • In consideration of the severe breaches of the CFA by Mr. Schmid in
    connection with Millennium and his failure to procure the repayment of
    approximately €70 million by 6 June 2002 as requested by the Supervisory
    Board, France Telecom and Orange recommended that Mr. Schmid either resign
    or be dismissed. On two occasions - the Supervisory Board meetings of 29 May
    and 7 June - Mr. Schmid refused to resign and the Supervisory Board rejected
    motions to dismiss him.

In these circumstances, France Telecom / Orange have clear legal grounds to
terminate the CFA and, in consideration of the loss of confidence that has
occurred between France Telecom / Orange and Mr. Schmid and MobilCom, France
Telecom / Orange have no option but to terminate the CFA.

As a shareholder, France Telecom / Orange will continue to pursue discussions
with various parties concerned about the future of MobilCom in order to
determine whether an acceptable solution can be found.

Press Contacts :
France Telecom                                            Orange S.A.

Bruno Janet,                                              Denise Lewis,

Senior Vice President                                     Group Director of Corporate Affairs

Group Corporate Information                               Tel. : 44 + (0) 20 7984 2000

Tel. : + 33 (0) 1 44 44 88 71                             [email protected]

[email protected]

Nilou du Castel,                                          Niamh Byrne,

Group Press Director France Telecom                       Head of Media Relations

Tel. : + 33 (0) 1 44 44 93 93                             Tel. : 44+ (0) 20 7984 2000

[email protected]                          [email protected]

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