Press Release

Dublin 24th June 2013 - Three has entered into an agreement with Telefonica to buy its O2 business in Ireland for €780m. A further additional deferred payment of €70m is payable dependent upon achievement of agreed financial targets. The acquisition of O2 will take Three's market share to 37.5% and bring subscriber numbers to 2m active users. The two companies had combined revenues of €803m in 2012, which compares to Three's revenue of €174m in 2012 on a standalone basis.

The deal will provide Three with the scale and financial strength necessary to compete even more aggressively in the market to the benefit of consumers. It leaves Three optimally positioned to become the number one player in the Irish market by providing the best value and service to its customers. In addition the combined business plans to invest strongly in creating a state of the art network including 4G/LTE over the next number of years.

Commenting on the deal Robert Finnegan, CEO of Three Ireland said, "Three is very pleased to have agreed to acquire O2 Ireland, a business whose strengths complement ours very well. Since market entry in 2005, Three Ireland has grown organically through innovation, competitive pricing and quality customer offerings. As an ambitious competitor in the market we have been looking at ways to increase customer numbers and grow market share, and acquisition was the natural next step.

"Our combined 37.5% market share gives us the scale and financial strength to compete even more aggressively in the market to the benefit of consumers. Our ability to invest coupled with the combined subscriber base will create new competitive dynamics in the Irish telecoms market.

"Increasing access to high-quality high-speed networks for Irish businesses and consumers is an essential part of our national economic recovery. This deal will allow significant investment to be made in building a state of the art network. The combined network will also deliver very real benefits to customers outside the major urban areas as the increased scale will allow Three to extend its rural network investment programme beyond 2014" Mr Finnegan added.

Three Ireland is 100% owned by Hutchison Whampoa Ltd (HWL), a multinational conglomerate renowned for its commitment to innovation and technology. According to Robert Finnegan:"Hutchison Whampoa is a major global player and this deal is a major vote of confidence in the Irish market."

The completion of this transaction is subject to competition approval.

Ends

For further information please contact:

Murray Consultants
Mark Brennock	087 2335923
Aoibheann O'Sullivan	087 6291453
Three Ireland
Joanna Kavanagh	083 403 2173

Note to editors.

About Three Ireland

• Three is 100% owned by Hutchison Whampoa Ltd. (HWL), a renowned multinational conglomerate committed to innovation and technology. Its diverse businesses employ over a quarter of a million people in 52 countries worldwide.



• Three operates 3G services in Ireland, UK, Austria, Denmark, Hong Kong, Italy, Macau and Sweden. We have over 22 million customers in Europe alone.
  Launched in Ireland in 2005, Three is now the country's fastest-growing operator.



• Three has invested over €800 million in building its Irish network.



• Three was the first to launch mobile broadband in Ireland and is now the mobile broadband leader.



• Three has 99.5% population coverage for voice and text and 97% for mobile broadband.



• Three has over 50 "3Stores" in Ireland.



• In December 2008, Three won the Government contract to roll-out broadband to the remaining 10% of the country. The scheme was completed on time and to budget in December 2010.

About Hutchison Whampoa

• Three is 100% owned by Hutchison Whampoa Ltd. (HWL), a renowned multinational conglomerate committed to innovation and technology. Its diverse businesses employ over a quarter of a million people in 52 countries worldwide.



• HWL's operations range from some of the world's biggest port operators and retailers, to property development and infrastructure, to innovative telecommunications and data services.



• HWL is a leading global operator of mobile telecommunications and data services and a major owner and operator of fibre-optic fixed-line networks in Hong Kong.

About O2 Ireland

• O2 is the commercial brand of Telefonica Ireland in the Irish marketplace.



• O2 operates 2G and 3G networks in Ireland, and recently acquired the spectrum required to roll out a nationwide 4G network.



• O2 employs 850 people and has a retail network of almost 70 stores nationwide.

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