Scheme of arrangement

RNS Number:8525O
O2 PLC
14 July 2005


14 July 2005

                         O2 plc (the "Company" or "O2")

              Intention to exercise compulsory transfer provisions

As announced on 14 March 2005, following sanction by the High Court of Justice,
the corporate reorganisation of mmO2 plc, by way of a scheme of arrangement
under section 425 of the Companies Act 1985, became effective and O2 plc became
the holding company of the O2 Group. At that time the Company also announced its
intention to deregister from the SEC.

The articles of association of the Company include temporary provisions to limit
ownership of the shares by US Resident Shareholders in order to facilitate O2's
deregistration from the SEC.

The Board today announces its intention to invoke these provisions and will
shortly be sending formal notices to this effect to the shareholders concerned.
On the basis of information received to date, O2 does not expect that these
provisions will be applied to more than 4 million shares (representing
approximately 0.05% of the issued share capital).

Further information:

David Nicholas                          David Boyd
Director of Communications              Head of Investor Relations
O2 plc                                  O2 plc
[e-mail]                   [e-mail]
t: [phone]                 t: [phone]

Simon Gordon                            John Crosse
Press Relations Manager                 Investor Relations Manager
O2 plc                                  O2 plc
[e-mail]                     [e-mail]
t: [phone]                 t: [phone]



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