1. UK Spectrum Auction for Third Generation Mobile Communications March, 1999 N M ROTHSCHILD & SONS Strictly Private and Confidential

2. IMPORTANT NOTICE This presentation has been prepared on behalf of the Radiocommunications Agency by NM Rothschild & Sons Limited (“Rothschilds”), as financial advisor in connection with the possible allocation of spectrum for third generation (“3G”) mobile communications by auction (the “Auction”). The presentation (which is for information purposes only) is made available on the express understanding that it will only be used by the recipient for the sole purpose of assisting the recipient in deciding whether it wishes to proceed with a further investigation of possible participation in the Auction. The presentation is not intended to form the basis of any investment decision or other evaluation or any decision to participate in the Auction and should not be considered as a recommendation by the Secretary of State, the Radiocommunications Agency, Rothschilds or its other advisors to any recipient of the presentation to participate in the Auction. Each person to whom this presentation is made available must make its own independent assessment of the potential value of an allocation of 3G Spectrum after making such investigation as he may deem necessary in order to determine whether to participate in the Auction. All information contained in this presentation is subject to updating, modification and amendments. While the information contained in the presentation is believed to be accurate, it has not been independently verified by Rothschilds and none of the Radiocommunications Agency, Rothschilds or any or any of its other advisors or any of their respective directors, partners, officers or employees make any representation or warranty (express or implied) nor accept any responsibility as to, or in relation to, the accuracy or completeness of the information contained in the presentation or any other written or oral information made available to any interested party or its advisors (and no one is authorised to do so on behalf of any of them) and any liability in respect of any such information or any inaccuracy therein, or omission therefrom, is hereby expressly disclaimed. In particular, but without prejudice to the generality of the foregoing, no representation or warranty is given as to the achievement or reasonableness of any future projections, estimates, prospects or returns contained in this presentation. The presentation does not constitute an offer or invitation to participate in the Auction, nor does it constitute the basis of any contract which may be concluded in respect of any allocation of 3G Spectrum. Recipients are not to construe the content of this presentation, or any other communication by or on behalf of the Radiocommunications Agency, Rothschilds, or any of its other advisors, as legal, tax or other advice. Accordingly, each recipient should consult its own professional advisors as to legal, tax and other matters concerning any potential participation in the Auction or any allocation of 3G Spectrum.

3. Page 3 Rothschild CF1956EO äThe UK Opportunity äWhat is third generation mobile (3G)? äWhy the United Kingdom? äThe UK Market äQ&A äConclusion äNext Steps

4. Page 4 Rothschild CF1956EO

5. Page 5 Rothschild CF1956EO The UK Opportunity Around the turn of 1999/2000, the UK Government intends to auction five new licences for the development of third generation mobile services äOne of the first opportunities in the world to secure spectrum specifically for third generation mobile äA springboard for third generation mobile opportunities across Europe and the world äA unique point of entry to the UK market for new operators to exploit fixed / mobile convergence äAccess to mobile services and spectrum is becoming essential for software, IT and even broadcasting äNew entrants actively encouraged

6. Page 6 Rothschild CF1956EO Government committed to attracting New Entrants to the UK Mobile Market äThe UK Government attaches great importance to the further development of competition in the mobile telecommunications sector. It is therefore keen to encourage sustainable market entry. This is reflected in the objectives for the Auction, as announced to the House of Commons by Barbara Roche on May 18th, 1998: “The Government’s overall aim is to secure, for the long-term benefit of UK consumers and the national economy, the timely and economically advantageous development and sustained provision of UMTS services in the UK. Subject to this overall aim, the Government’s objectives are to (i) utilise the available UMTS spectrum with optimum efficiency, (ii) promote effective and sustainable competition for the provision of UMTS services, and (iii) subject to the above objectives, design an auction which is best judged to realise the full economic value to consumers, industry and the taxpayer of the spectrum”

7. Page 7 Rothschild CF1956EO Roaming äIn order to promote sustainable market entry the Government has decided to ensure that new entrants will be able to roam onto second generation networks for a period of time äThe terms of roaming agreements are subject to consultation, but will: n give access on a retail minus cost base n last until the end of 2009 n be backed by the Director General of Telecommunications Five Licences äThe Government is currently consulting industry on ways of offering five licences äA five licence auction will deliver the Government’s objectives for the efficient use of the spectrum and encouraging sustainable market entry Taken together, roaming and the proposal for five licences provide a real opportunity for entry into this dynamic and profitable market

8. Page 8 Rothschild CF1956EO Telecoms IT Media Capacity Requirements Capacity Requirements Internet Growth Internet Growth Consumer "Info-tainment" Consumer "Info-tainment" Mobile Computing Mobile Computing Data Overtaking Voice Data Overtaking Voice Fixed/Mobile Convergence Fixed/Mobile Convergence Market Demand Market Demand Technological Change Technological Change Spectrum Availability Spectrum Availability Voice Data Mobile Fixed TACS GSM/ CDMA Portable/ Laptop Third Generation VALUE POTS PANSVASPC

9. Page 9 Rothschild CF1956EO Overview What is third generation mobile (3G)? ä3G represents the European implementation of the third generation of mobile telecommunications technologies ä3G is the next step from “second generation” digital systems and extends the “data revolution” to the mobile environment ä3G will extend newly emerging multimedia services into the mobile environment ä3G is expected to form part of the family of third generation mobile systems operating in spectrum reserved on a global basis by the ITU ä3G will permit the Virtual Home Environment (VHE) to become a reality, with just one personal identifier per subscriber, and access to 3G facilities available to subscribers over both mobile and fixed networks Mobile Digital High speed Universal Convergence

10. Page 10 Rothschild CF1956EO Long Email or Attachment (10K)40,000-Character Text File (40K)5-Minute Music File (60K) 40-Page Presentation with Graphics (2M)4-Minute Video Clip (4M) 5 minutes Source : UMTS Forum; Rothschild analysis 10 minutes 1/2 hour 20 minutes

11. Page 11 Rothschild CF1956EO Potential 3G services ä3G will support high speed, interactive services for mobile phones, mobile terminals and laptops: n fast Internet and corporate intranet access n enhanced quality voice, fax and email n broadcasting and audio on demand n on-line banking and shopping n real time high quality video conferencing n a virtual office on one line - with simultaneous voice and data services: make calls, receive faxes and remain on office network simultaneously n 3G is also likely to be an enabling technology with many “embedded” applications: n portable entertainment facilities - “on-line” CD players and TV monitors n in-car real time navigational systems n telemetry functions n “machine to machine” communications äWorking prototypes have already been developed by manufacturers and field trials are underway

12. Page 12 Rothschild CF1956EO 18801900198020102025211021702200 DECTT-3GMSSFS SSST-3GMSS 1900192019802010202521102200 Un- paired Up linkDown link MSS=Mobile Satellite Service T-3G=Terrestrial Third Generation Mobile Services FS=Fixed Service SSS=Space Science Service Paired T-3G

13. Page 13 Rothschild CF1956EO Spectrum Allocation ä155 MHz made available; cleared by 2002 ä2x60 MHz paired, 35 MHz unpaired, both in 2GHz bands (in accordance with International Telecommunications Union) The UK Licences äWorking hypothesis is for 5 licences either:three, each of 2x10 MHz paired, and two, each of 2x15 MHz paired or:four, each of 2x10 MHz paired, and one, of 2x20 MHz paired äIn each case, the smaller licences would also be allocated 5 MHz of unpaired spectrum äIn each case, (one of) the larger licence(s) would be reserved for a new entrant Spectrum Packaging

14. Page 14 Rothschild CF1956EO Scandinavia: High substitution of mobile for fixed Europe: Lower penetration and substitution less advanced Source: FT Mobile Communications, Rothschild analysis Historic Subscriber GrowthCurrent Mobile Market

15. Page 15 Rothschild CF1956EO Why the United Kingdom? The UK should form a blueprint for rolling out networks across Europe - For new entrants it will be a ‘bridgehead’ into Europe äThe UK Government actively encourages a competitive market and is looking at sensible measures to remove barriers to entry äThe spectrum auction will be open to all - incumbents and new entrants - on a fair basis äThe working hypothesis is that national roaming at “retail minus” prices is to be available until the end of 2009 äBT and Cellnet will not be permitted to bid separately; there will also be special rules for associated bidders äRollout obligations are likely to be set at a realistic level (aimed at 80% population or about 10% geographical coverage at 144kbps by 31 December 2007)

16. Page 16 Rothschild CF1956EO Q & A When will 3G be introduced? äTrials have already commenced, with operators expected to roll out networks in 2002, hence the need for licensing certainty next year. Widespread availability is anticipated around 2005 When will additional spectrum for 3G become available? äThe UK will only allocate additional spectrum for terrestrial 3G when it is designated by international (and preferably global) agreement. äIf any new spectrum were to made available for 3G, it would have to be allocated in a fair and transparent manner, bearing in mind the minimum spectrum required by any operator Will refarming (spectrum re-use) be permitted? äThere is no current intention to refarm existing cellular spectrum unless this is in line with international agreements. 3G technology will only be licensed for use in spectrum designated in Europe for 3G, which does not at present include spectrum held by the existing cellular operators

17. Page 17 Rothschild CF1956EO What are the Government’s objectives for the auction? ä“To secure, for the long-term benefit of UK consumers and the national economy, the timely and economically advantageous development and sustained provision of UMTS services in the UK. Subject to this overall aim, the Government’s objectives are to (i) utilise the available UMTS spectrum with optimum efficiency, (ii) promote effective and sustainable competition for the provision of UMTS services, and (iii) subject to the overall objectives, design an auction which is best judged to realise the full economic value to consumers, industry and the taxpayer of the spectrum.” (Source: Mrs. Barbara Roche, Minister of State, DTI, 18/05/1998) Precisely how many licences will there be? äThe working hypothesis being discussed is that five licences will be auctioned äTwo sizes of licences will be available; the exact proposals are still under consultation. In any case: n one “large” licence will be reserved for a new entrant n each of the “smaller” licences will also be allocated 5 MHz of unpaired spectrum How long will the licences last? äThe Government is proposing a licence duration of 20 years

18. Page 18 Rothschild CF1956EO How will the auction take place? äThere will be a pre-qualification process which is intended to require a significant deposit (currently assumed to be £50m), disclosure of associated bidders but no technical test. This would be followed by a competitive auction, based on price. The auction rules will be prescribed by Regulations issued under a Statutory Instrument further to the Wireless Telegraphy Act 1998 äCan licences be traded? äThe Wireless Telegraphy Act does not permit secondary trading. In any event, there will be ‘use it or lose it’ roll-out obligations attached to licences to ensure that networks are built. The Government is, however, currently consulting on future tradability of WT Act licences Can we bid as part of a consortium? äYes Can I bid as part of more than one consortium? äAlmost certainly not. Material shareholdings in more than one consortium would risk collusion and conflicts of interest. There will therefore be rules in the auction to deal with associated bidders; further details are available in the UACG papers on the web site

19. Page 19 Rothschild CF1956EO Conclusion äThe government is committed to introducing further competition into the UK mobile market and is expected to provide: n a reserved new entrant licence; and n mandatory roaming onto existing 2G networks äOutstanding opportunity in one of the most vibrant telecoms markets äThe UK Auction process makes Third Generation services a reality äYour participation now will enable you to shape your opportunity

20. Page 20 Rothschild CF1956EO Next Steps Further information on the opportunity can be found through: äMultimedia Communications on the Move äDedicated Auction Web-site: www.open.gov.uk/radiocom/sp_auct/index.htm äRothschilds (Gerry Spring or James Vaux): +44 171 280 5000 (gerry.spring@rothschild.co.uk / vauxj@rothschild.co.uk) äRadiocommunications Agency (Jeremy Clayton) +44 171 211 0133 (claytonj@ra.gtnet.gov.uk) äMembership of the Auction Consultative Group