Sale of PagesJaunes Groupe

France Telecom grants exclusivity to KKR

* Sale Price per Share : EUR22
* Valuation of EUR3.312 bn for France Telecom’s 54% stake in PagesJaunes Groupe

Paris, July 24, 2006, In accordance with its announcement dated June 7, 2006, France Telecom has carried out a competitive bidding process to prepare for the divestiture of its shareholding in PagesJaunes Groupe.

Following this process, France Telecom decided to grant exclusivity to KKR (Kohlberg, Kravis Roberts & Co Ltd.), which is offering EUR3.312 bn for its 54% stake in PagesJaunes Groupe, i.e. a price per share of EUR22.

KKR intends to carry on PagesJaunes Groupe’s strategy, which it believes has been successful since the IPO, relying on PagesJaunes Groupe’ s management team and on the expertise and know-how of its employees.

An additional cash consideration of EUR0.6 per share, resulting in a total additional cash consideration of EUR90 million for France Telecom, shall be paid by KKR in the event it holds more than 95% of the existing shares and voting rights of PagesJaunes Groupe upon completion of the standing market offer ("garantie de cours") it intends to launch following the acquisition of France Telecom’s 54% stake in PagesJaunes Groupe.

KKR’s offer shall be submitted to France Telecom’s Board of Directors on July 26, 2006 and to relevant workers’ counsels for consultation purposes.

Contact Information

Nilou du Castel

Media Contact

France Telecom

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