Vodafone today announces that it has agreed to sell its 25% interest in Proximus to Belgacom for a consideration of EUR 2.0 billion in cash. Belgacom already owns 75% of Proximus which is the leading mobile operator in Belgium.

The consideration implies an Enterprise Value to EBITDA(1) multiple of 7.2x for the financial year ending 31 March 2007. Net cash proceeds to Vodafone are anticipated to be EUR 2.0 billion (GBP 1.4 billion).

Vodafone and Proximus have also signed a revised long-term Partner Network Agreement in Belgium with an initial five year term. This will enable Proximus and Vodafone customers to continue to benefit from Vodafone’s global products and services such as Vodafone live!, Vodafone Mobile Connect Card, Blackberry from Vodafone and international roaming services, including preferred roaming arrangements. In addition, the two companies will continue to co-operate in serving international corporate customers.

Commenting on the transaction, Arun Sarin, Chief Executive of Vodafone, said:
“We have enjoyed a long and successful relationship with Belgacom, and together have built the leading mobile operator in Belgium. We do not, however, see ourselves as the most appropriate long-term holder of this minority stake. In line with our strategy of actively managing our portfolio and maximising returns, we have achieved an attractive price with this sale. I am also pleased that our customers will continue to benefit from our products and services in Belgium through a renewed long-term Partner Network Agreement with Proximus.”

The sale is subject to certain regulatory approvals and is expected to close before 31st December 2006. The sale proceeds will be used to reduce Vodafone’s net indebtedness.

This transaction does not materially affect Vodafone’s proportionate mobile revenue and EBITDA outlook for the financial year ending 31 March 2007. However, Vodafone will no longer receive anticipated dividend income from Proximus of approximately GBP 150m this year and there will be a corresponding reduction in the Group’s free cash flow outlook for the financial year ending 31 March 2007.

As a result of the transaction, Vodafone currently anticipates recording a gain on disposal of approximately GBP 0.45 billion in its results for the year ending 31 March 2007 and will cease recording its share of the result of its 25% interest in Proximus from the date of closing of the sale.

Belgian mobile operator Proximus has launched the first commercial High Speed Downlink Packet Access (HSDPA) network in the country. With the Nokia HSDPA solution, Proximus will be able to operate its network more cost-efficiently and offer its customers data services at speeds of up to five times faster than current 3G speeds.

“We at Proximus take pride in offering our customers the best quality services, so we are pleased to be the first operator in Belgium to upgrade our 3G network with HSDPA technology,” says Laurent Claus, Executive Vice President, Proximus. “Nokia’s rapid rollout capability and support are extremely valuable for us in offering 3G broadband HSDPA to our customers.”

“We are delighted that Nokia’s solutions and support helped Proximus to launch the first commercial HSDPA in Belgium,” says Patrick Fichou, Account Director, Networks, Nokia. “The Nokia HSDPA allows Proximus to introduce 3G broadband to their existing and new customers thus enhancing subscriber loyalty and generating revenue.”

Nokia is Proximus’ sole GSM and WCDMA 3G radio network supplier. Nokia also supplies GPRS and 3G packet core network equipment to the operator. Nokia has supplied mobile networks to Proximus since 1996 and was selected as its 3G supplier in 2001.

In WCDMA 3G, Nokia has 60 customers to date. Nokia’s high-performing HSDPA is a simple software upgrade to Nokia WCDMA networks, thus enabling cost-effective and fast rollout. Nokia is a leader in the HSDPA market, with over 20 contracts globally. Several network operators have already opened their HSDPA networks with the Nokia solution.

Proximus is the first Belgian mobile operator to launch 3G Broadband for professional and residential customers: superfast mobile Internet via the 3G network. 3G Broadband allows to browse with a similar comfort as with a fast internet connection at home or in the office.

Proximus is upgrading its 3G network with HSDPA technology to bring the fast 3G Broadband onto the market, enabling download speeds of up to 1.8 Mbit/s now and speeds of up to 3.6 Mbit/s by the end of this year. From 15 June, 3G Broadband will be available in seven cities and by the end of this year, the entire Proximus 3G network with a coverage of more than 80% of the population, will be equipped with HSDPA technology.

Proximus is offering professional and residential customers the 3G Broadband Vodafone Mobile Connect datacard for laptops for fast mobile broadband. Proximus, which is still the only operator in Belgium to offer 3G services for residential and professional customers, announces today another first: 3G Broadband, superfast mobile Internet.

Proximus’s 3G network that allows videotelephony and television on mobile phones, is being upgraded with HSDPA (High Speed Downlink Packet Access) technology, making fast mobile broadband possible. With 3G Broadband, Proximus customers will now have the customer experience which they have grown accustomed at home or in the office.
3G Broadband: similar comfort as with a fast internet connection at home or in the office HSDPA technology, provided by Nokia, is an improvement to the existing Proximus 3G network. 3G Broadband is up to five times faster than 3G, which has a download speed of up to 384Kb/s.

With this new technology, download speeds of up to 1.8 Mbit/s can now be achieved, making 3G Broadband comparable with the customer experience of a fast internet connection at home or in the office. At the end of 2006 Proximus will offer download speed of up to 3.6 Mbit/s with HSDPA. 3G Broadband Vodafone Mobile Connect datacard

With the 3G Broadband Vodafone Mobile Connect datacard, also compatible with 3G, GPRS and EDGE laptop users can have mobile broadband Internet at their disposal. With the datacard, the users quickly and easily achieve a wireless connection with the Internet, e-mail and business data while they are out and about. Proximus will launch the first HSDPA PDA this summer and expects the first HSDPA mobile phones end 2006.

3G Broadband in seven cities as from 15 June and more than 80% coverage end 2006 From 15 June, 3G Broadband will be available in seven cities: Antwerp, Brussels, Charleroi, Ghent, Leuven, LiГЁge and Namur. By the end of this year, the entire Proximus 3G network will be equipped with HSDPA technology. The Proximus 3G network will then cover over 80% of the Belgian population. Abroad, Proximus customers can use 3G services in 34 countries.