The company announces the resignation of John Bumgarner as a director of PowerTel Limited.

John Bumgarner was previously the chairman of PowerTel from 14 August 1998 until 31 May 2002.

John Bumgarner retired from Williams Communications Inc., and due to other commitments has elected to resign as a director effective 24 March 2003.

In view of the general decline in asset values in the telecommunications sector, both in Australia and internationally, PowerTel Limited Directors have taken the decision to write down network assets in PowerTel's books by $106.9 million to $181.1 million.

The revaluations are accounting adjustments and do not affect the company's cash balance or business operations.

Announcing the decision, Chairman Miller Williams said the Board reviewed assets regularly in keeping with Australian Accounting Standards. "In view of the substantial decline in values of global telecommunications networks, the PowerTel Board took a conservative approach in its latest review of the company's non-current assets"

"PowerTel will have the advantage of reducing future depreciation, enabling the company to reach after-tax profitability sooner," Mr. Williams added.

As required by the accounting standards, the write-down is based on an assessmentof the recoverable value of individual assets, as well as a review of the level of future benefits expected to be generated by plant and equipment owned by PowerTel.

Mr. Williams said PowerTel had doubled sales revenue in the year to 31 December 2002 from $49.8 million to $102.5 million. Financial results for the full year will incorporate this asset write-down. They are due to be announced this Friday.

PowerTel Limited continued to increase revenue in the third quarter of 2002 in challenging telecommunication market conditions. Sales revenue for the quarter ending 30 September 2002 rose 13.2% to $28.7 million, up from $25.4 million in the second quarter and $18.4 million in the first quarter of 2002.

Reporting the performance, PowerTel CEO, Stephen Butler, said: "Revenue growth was driven by consistent sales performance in the third quarter when over $12 million of new annual contracts for customer services have been signed."

After achieving EBITDA positive in June 2002, PowerTel has continued to remain EBITDA positive throughout the third quarter, through a combination of monthly revenue growth and cost containment. EBITDA totalled $1.5 million in the quarter. "PowerTel's key stakeholders are encouraged by the positive EBITDA which is a significant milestone in the implementation of PowerTel's corporate business model. PowerTel's improving performance is proof that our model can succeed in the changed and competitive telecommunications market,"Stephen Butler said.

The company is generating sufficient positive cash flow to cover all operations and interest. This positive cashflow will grow in line with future EBITDA growth. Since PowerTel's last financial report on 12 September 2002, it has continued to draw funds from its bank debt facility for capital expenditure needs. The remaining unused facility currently standing at $21.5 million.

The company has also recently announced that WilTel Communications (previously named Williams Communications), a 45% shareholder, has emerged from its financial restructuring with a substantially stronger balance sheet and streamlined operations. WilTel Communications' position as a shareholder in PowerTel has not been affected by its restructuring nor is it seeking to sell its holding in PowerTel.

Williams Communications, a 45% shareholder in PowerTel Ltd, announced today its completion of financial restructuring and emergence from Chapter 11. Williams communications will emerge from bankruptcy under a new corporate name WilTel Communications which reflects a seventeen year heritage in telecommunications services in the United States.

While this process had no direct operational impact on PowerTel, Chief Executive Officer Stephen Butler said, "It is very good news that our shareholder's restructure is complete. They have executed on their restructuring milestones as predicted in a faster time frame than anticipated. WilTel Communications has been and will continue to be an active and supportive shareholder as well as network partner for PowerTel."

"The completion of the WilTel restructuring, combined with PowerTel's strong first half revenue growth and achieving EBITDA positive, has strengthened our foundation as we continue to grow our customer base and increase our network utilization over the long haul."

A copy of the WilTel Communications announcement is attached and is also available from http://www.wiltelcommunications.com/newsroom/newsreleases/ 2002/2002-10-16.html.

COMPANY EMERGES IN SIX MONTHS RETAINING ALL KEY NETWORK CUSTOMERS

Williams Communications Group, Inc announced today that it has completed its financial restructuring and has emerged from Chapter 11 proceedings as WilTel Communications Group, Inc, a Nevada corporation. Its Plan of Reorganization, which was confirmed by the

United States Bankruptcy Court for the Southern District of New York on September 30, 2002, became effective on October 15, 2002. The Company will continue to operate from its Tulsa headquarters.

The Company emerges with a new $375 million credit facility and no other substantial debt obligations other than those related to its headquarters building.

Under the Company's Plan of Reorganization, existing shares of WCG stock (OTCBB: WCGRQ) have been cancelled. The Company has issued 50,000,000 WilTel Communications shares for distribution, approximately 54 percent of which have been issued for distribution

to unsecured creditors and 44 percent of which have been issued to Leucadia National Corporation (NYSE: LUK). Leucadia has invested $150 million in the Company and purchased the claims of The Williams

Companies for $180 million, which funds will be released to the Company and The Williams Companies upon receipt of requisite FCC regulatory approvals which are expected to be obtained in the fourth

quarter of 2002. The remaining two percent of the new equity has been set aside for potential recovery by holders of securities-related claims through a channelling injunction approved by the Court.

The Company noted that its swift emergence and ability to maintain all of its network business is a testament to the dedication of its employees and loyal customers.

Separately, the Company announced that Howard Janzen has resigned as president, CEO and as a director. The WilTel Board of Directors expressed its appreciation to Mr Janzen: "Today WilTel emerges as a financially healthy, industry leader. This is a testament to the foundation created by Howard and the outstanding eadership provided by him during the Company's recent restructuring. Howard is a major reason for the Company's rapid emergence from Chapter 11 and for the seamless management of operations and customer care since the company's founding and over these difficult past six months. We thank him for his commitment and hard work on behalf of the Company as the Board begins the search for the next leader to continue WilTel's growth and industry leadership."

The Company will focus on offering solutions to a sophisticated customer base with complex communications needs, including leveraging the Company's strategic relationships with global telecom leaders, while growing its customer base and increasing sales momentum for its core offerings which include voice and data services. The Company's 17 years of experience and quality of service, which are critical for the delivery of video applications and content, will help it to maintain its leadership position in the media and entertainment sector.

The Company's Board of Directors consists of J Patrick Collins, Ian M Cumming, William H Cunningham, Michael Diament, Alan J Hirschfield, Jeffrey C Keil, Michael P Ressner, Joseph S Steinberg, with one seat vacant as a result of Mr Janzen's resignation.

Plan Receives Overwhelming Creditor Support;

Company Remains on Target for Fall Emergence from Chapter 11

NEW YORK, N.Y. - October 1, 2002

Williams Communications Group, Inc. (OTCBB: WCGRQ) announced today that the United States Bankruptcy Court for the Southern District of New York has approved its Plan of Reorganization. The Plan garnered overwhelming support from its Unsecured Creditors and the Secured Lenders, receiving nearly unanimous approval from those who voted.

"The Court's confirmation of our Plan of Reorganization and the vote of confidence from our creditors are critical steps as the Company completes its restructuring and nears emergence from Chapter 11," said Howard Janzen, chief executive officer of Williams Communications Group. "The diligent efforts of all parties helped shape a Plan which makes WCG a financially stronger company, well-positioned to provide reliable, superior service over the long-term. In particular, the commitment of WCG employees throughout the restructuring process allowed us to continue to provide our loyal customers with the quality network and customer service that is our hallmark."

Under the Plan, the Unsecured Creditors will receive approximately 54 percent of the equity in the newly reorganized Williams Communications. Leucadia National Corporation (NYSE:LUK), which will invest $150 million in the Company and purchased the claims of The Williams Companies for $180 million, will receive approximately 44 percent of the new equity. The Plan also includes a channeling injunction, which could allow holders of securities-related claims up to two percent of the equity of the reorganized company and potential recovery from the company's officer and director liability insurance policies.

As part of the confirmed Plan, a new nine-member Board of Directors will be formed. It will include four directors to be selected by the Committee of Unsecured Creditors, four directors to be selected by Leucadia, and Howard Janzen, CEO of the reorganized Company. The Plan also calls for the Company to transition to the WilTel name over the next two years.

There remain a few outstanding administrative and regulatory details to be resolved, including necessary approvals from the Federal Communications Commission. The Company expects to resolve these issues soon and remains focused on an October emergence from Chapter 11.

PowerTel Limited has been voted by its peers for the telecommunication industry's 'Best Corporate/Wholesale Broadband Initiative' at the third annual Australian Telecomm Awards. It is the second award in a row for the owner and operator of Australia's third largest fibre optic network, as PowerTel last year took out the 'Best Emerging Telco' award.

The winners are chosen by a wide spectrum of specialists in the telecommunication industry voting in Australian Telecom magazine, combined with nominations invited from key industry players.

PowerTel's CEO, Stephen Butler, said the award reflected the efforts of all at PowerTel to build responsive and personal service to PowerTel's corporate, government and wholesale customers. "This is a great boost and comes a week after we announced our most satisfying financial result since start-up."

"Both events prove we are now an established industry player and an agent for change in our sector of the industry. We warmly thank our customers for choosing to support us," Mr Butler said.

The Chairman of PowerTel, Miller Williams, announced today that Williams Communications, a 45% shareholder of PowerTel, has successfully completed a major

milestone required in its U.S. Chapter 11 debt restructure process announced on April 22, 2002. Williams Communications has secured a commitment for a US$150 million equity investment from Leucadia National Corporation as required in the restructuring agreement with its creditors and lenders.

In addition, Leucadia has also reached an agreement with The Williams Companies to acquire the equity it will receive as part of Williams Communications' reorganization. The resulting shareholdings in Williams Communications will be 55% held by Williams Communications' bondholders and 45% held by Leucadia National Corporation.

Commenting on the announcement, Williams Communications Chief Executive Officer Howard Janzen said, "Leucadia's investment in Williams Communications is an important step forward for the Company and we are pleased that all parties were able to work together to formalise the Settlement Agreement... We hope to successfully emerge from Chapter 11 [during the 3rd quarter 2002] and remain focused on providing the world-class network and superior level of service our customers have come to expect."

Locally, PowerTel's business operations and funding were not impacted by the debt restructure of Williams Communications. PowerTel reported strong first quarter 2002 results in April, which have continued through the first half of 2002. This announcement by Williams Communications is important to address shareholder and customer perceptions as to possible impacts to PowerTel's future business operations.

Commenting on the announcement, PowerTel Chief Executive Officer Stephen Butler said "some of our shareholders and customers have expressed interest in Williams Communications' status as a shareholder throughout this process and this announcement confirms that Williams Communications is on track to emerge from Chapter 11."

A copy of the Williams Communications announcement is attached and is also available from http://www.williamscommunications.com/newsroom/newsreleases/2002/2002-07-26.html

The Federal Government enterprise, Austrade, has chosen PowerTel to upgrade its domestic wide area communications network. Austrade has implemented PowerTel's IP VPN solution to provide communications between its eleven sites across Australia.

PowerTel's carrier grade IP network provides considerable advantages for Austrade's IP applications and will allow migration to voice and video over IP. With PowerTel, Austrade is now moving towards implementing an integrated voice, video and data network that is expected to reduce both intermediate and long term telecommunications costs.

"We have improved our intranet and internet communications to enhance Austrade's knowledge distribution function, and upgraded the links between the major capital cities eight-fold to support increased requirements for information," Austrade's CIO, Kym Hewett explained.

"The next step necessary was to simplify the existing network and gain cost efficiencies - with security and reliability of paramount importance.

"PowerTel's IP VPN provided an excellent foundation for our IP value-added services," he added.

The move is a major one for the Australasian trade network that facilitates international trade and investment in Australia. Eighty percent of Austrade's domestic network traffic runs between Sydney, Melbourne and Canberra and PowerTel has enabled Austrade to achieve an aggregate peak network capacity of 34Mb between these sites.

PowerTel's Director of Sales and Marketing, John Matic, explained that as a specialist in delivering corporate data solutions, PowerTel was well positioned to address Austrade's needs for increased capacity and a more efficient network design.

"We've been able to work with Austrade to reduce the cost and complexity of its domestic wide area network. Our IP VPN solution allows Austrade to prioritise its mission-critical applications and guarantee quality of service between its eleven sites - a critical requirement of its upgrade program".

"We are delighted to be working with Austrade, and look forward to developing our relationship as we continue to refine and enhance its communications".

Business broadband specialist, PowerTel Limited, does not expect to be affected by the announcement of its 45% shareholder, Williams Communications Group, Inc. that it has reached agreement with its creditors to go through a negotiated debt restructuring process.

The announcement was foreshadowed in a statement by Williams Communications Group in February 2002, that it was considering restructuring its debt as a possibility.

"PowerTel is not financially or operationally affected by the Williams Communications Group restructure. PowerTel is an Australian Stock Exchange listed company with a separately constituted board and operates independently of Williams Communications Group," PowerTel CEO, Mr Stephen Butler, said today.

PowerTel's other founding 30% shareholder, DownTown Utilities, recently announced it is a "substantial and committed shareholder and looks forward to working with the management of PowerTel as the business evolves."

"We completed our bank facility restructuring in March 2002, and gained an additional $16 million in funding. We are achieving continued growth of our Australian corporate, government and wholesale customer base and have increased our market share, lifting revenue quarter-by-quarter, while our costs continue to diminish.

"We recently reported a 40.5% increase in total revenue above the December quarter earnings, adding to continued growth during the past six quarters. Our EBITDA loss has reduced to around $1 million per month, less than half the monthly average of the preceding quarter," Mr. Butler said.

In its April 22 statement, Williams Communications Group announced it had entered agreements with its principal creditor groups to reduce its debt by approximately US$6 billion through a negotiated Chapter 11 filing. Over 90% of the Williams Communications Group bank lenders were joined by a committee of bondholders in reaching these agreements.

"The company's operating subsidiary, Williams Communications, LLC, is not expected to be involved in the Chapter 11 reorganisation process. Accordingly, the filing is not anticipated to affect domestic or international business operations of Williams Communications Group, which the company intends to continue uninterrupted," the statement said, adding that, with a strengthened balance sheet, Williams Communications will be better positioned to succeed over the long term.

Full text of the Williams Communications Group announcement can be found at http://www.wcg.com/newsroom/newsreleases/2002/2002-04-22.html

DownTown Utilities, as a major shareholder in PowerTel Ltd, acknowledges the strong performance of PowerTel Ltd in the first quarter of 2002.

In what were difficult market conditions PowerTel Ltd posted revenues of $18.4 million, a significant increase over the previous quarter.

Despite the continued tightening of the telecommunications sector DownTown Utilities believe that PowerTel Ltd is in a position to consolidate its strengthening position as a significant Australian telecommunications carrier servicing the corporate and government sectors.

DownTown Utilities remain fully committed to PowerTel Ltd despite recent press speculation to the contrary.

DownTown Utilities investment in PowerTel Ltd is part of a long-term plan to have a strategic holding in a significant fibre optic telecommunications network.

PowerTel Limited continued to increase revenue in the first quarter of 2002 in challenging telecommunications market conditions.

The company, the broadband supplier to business and government, which owns and operates Australia's third largest fibre optic telecommunications network, lifted first quarter total revenue 40.5% above that of the preceding quarter. This follows a 3.9% increase from the third to fourth quarter last year.

Total revenue for the first quarter of 2002 to March 31 rose to $18.4 million, up from $13.0 million in the fourth quarter of last year and $12.5 million in the third quarter.

Reporting the performance, PowerTel CEO Stephen Butler said revenue from the core corporate and government business continues to grow and this has now been increased by the migration of traffic from Macquarie Corporate Telecommunications under the alliance between the two companies.

"Importantly, revenue of our core corporate and wholesale business, has shown consistent improvement during the past six quarters," he said, but commented that market conditions were expected to remain difficult.

"The increased sales efforts and cost reductions have led to consistent improvement each month in the company's EBITDA loss position, which is now down to around $1 million a month and declining. This is less than half the monthly average of the preceding quarter and around a quarter of our loss rate of a year ago," he added.

Five of Australia's most recognized communications companies have joined forces to press for regulatory change to promote greater competition in the industry in order to deliver improved outcomes at competitive prices for business and domestic customers.

The Competitive Carriers' Coalition (CCC) is a pro-competition group established by AAPT, Hutchison, Macquarie Corporate, PowerTel and Primus Telecom.

The CCC has been formed to better represent the interests of the non-dominant carriers and to encourage a strong competitive market that delivers investment, innovation and improved services at competitive prices.

"Our primary concern is that a decade of deregulation has not delivered the government's goal of sustainable competition and if left to continue, the current regulatory framework could cripple Australia's ability to compete in a modern information economy," the partners said in a statement today.

"Further and ongoing distortions in this vital market could result in reduced competition, disincentive to investment and less choice for consumers - exactly the opposite effect to that desired by the Government."

The partners to the statement are the Australian Chief Operating Officer of the Telecom New Zealand Group, Mr David Bedford; the Chief Executive Officer of Macquarie Corporate, Mr David Tudehope; the Chief Executive of Hutchison, Mr Kevin Russell; the Chief Executive of PowerTel, Mr Stephen Butler; and the Managing Director and Chief Operating Officer of Primus Telecom, Mr Greg Wilson.

The CCC will enable the non-dominant carriers to speak to governments and regulators with a single voice on issues central to the future of the communications sector.

The CCC's most immediate concern is the proposed pay TV deal between Telstra, Foxtel and Optus, currently being considered by the ACCC.

"If the Telstra/Foxtel/Optus deal is allowed to proceed with no safeguards to protect competition, it will entrench Telstra as the 'gatekeeper' of communication, information and entertainment services in the Australian market," the partners said.

"The unprecedented level of potential service bundling that the Telstra/Foxtel/Optus deal enables will further strengthen Telstra's market dominance. Bundling can permit cross subsidisation and can hide costs and pricing data behind bundled prices to anti-competitive effect. It could create a barrier to entry for new capital investment by locking customers into a single aggregated service."

The CCC members are competitors currently offering real choice to consumers of telecommunications services. They are therefore concerned about the real reduction in choice and competition that the proposed deal represents.

"The Telstra/Foxtel/Optus deal illustrates a critical opportunity for the Government to ensure sustainable future competitive outcomes - this has the potential to impact consumers and businesses at many levels."

The CCC will be putting its views on the Telstra/Foxtel/Optus deal to regulators and the Federal Government and plans to work together to express common views on other key public policy issues in telecommunications.

The formation of the CCC follows widespread industry concern over the state of competition in the telecommunications sector. The CCC believes the current regime alone is insufficient to achieve competition and gives rise to lengthy and costly arbitration which is not sustainable for many smaller carriers and which serves to entrench anti competitive behaviour.

The CCC has agreed to work together to achieve three main objectives:

To promote efficient investment and competition in Australia's communications industries leading to improved services and competitive prices for all users;

To provide a vehicle for the non-dominant carriers to speak with a single voice on issues critical to the future of the information economy, such as the Telstra/Foxtel/Optus pay TV deal;

To foster improved resourcing and monitoring of the regulatory framework in order to promote improved competition and investment.

In 1997 Downtown Utilities entered into it's shareholding of what is now PowerTel Ltd with a long-term plan to develop a strategic holding in a significant fibre optic telecommunications network.

The telecommunications market continues to evolve and Downtown Utilities are firmly behind PowerTel Ltd, which has been acknowledged within the industry with awards such as "Best Emerging Telco".

Downtown Utilities believes that the service performance and product pricing of PowerTel Ltd provides a solid foundation on which to consolidate and increase market share.

Downtown Utilities is a substantial and committed shareholder and looks forward to working closely with the management of PowerTel Ltd as the business evolves.

There is no foundation in the article that appeared in the Australian Financial Review today, 11 April, regarding the alleged exit of Downtown Utilities from PowerTel Ltd.

ASX Announcement

13 March 2002 - For Immediate Release

Significant revenue increase by PowerTel

The Chairman of PowerTel Limited, John Bumgarner Jr, announced today the telecommunication group's result for the full year to 31 December 2001, reporting that PowerTel had increased revenue and, in the second half of the year, reduced operating losses.

"Revenue, operating expenses, cashflow and EBITDA (earnings before interest, tax, depreciation and amortisation) have all trended positively for us since mid 2001," Mr Bumgarner said.

Revenue growth accelerating

The company, which owns and operates Australia's third largest facilities-based broadband telecommunications network after those of Telstra and Optus, increased total revenue by 32.8% from $37.5 million to $49.8 million.

Excluding sales from the mobile business divested in 2000 (Spectrum), revenue on a comparable basis was up by 63.8% from $29.3 million to $48.0 million. During the latter half of 2001 core corporate and wholesale revenue grew at the rate of 20% a quarter.

The company achieved a consistent quarterly increase in the number of corporate, SME and wholesale customers, while government business also rose during the year. This growth has changed the revenue mix of the company, with higher-margin data and Internet sales moving from 21.5% to 55.7% of total revenue during the year.

PowerTel continued to wind down revenue from the low-margin former Spectrum business ($8.2 million reduction). It has more than replaced this business with revenue from new corporate, government and wholesale customers ($36.4 million, or 73.1% of total revenue).

EBITDA sharply improved

"EBITDA losses were comparable to the previous year but, importantly, improved 32.8% from a $25.6 million loss in the first half to a $17.2 loss in the second," Mr Bumgarner said. "EBITDA losses are currently less than $1.4 million per month and are decreasing. Based on that level of performance, the company should become EBITDA positive in the second half of the current year."

Following PowerTel's network completion, the net loss in 2001 was $86.2 million (2000: $61.8 million loss), due primarily to increased depreciation, amortisation and borrowing costs of $20.7 million.

PowerTel reduced staff numbers, operating costs and capital expenditure in response to the softening telecommunications marketplace in 2001. Operating costs were reduced by 17%, favourably affecting the company's cashflow in the second half.

Macquarie alliance now contributing

A major strategic alliance with Macquarie Corporate Telecommunications Limited, announced in September 2001, commenced migrating traffic onto the PowerTel network in January and is meeting expectations. It has started to contribute to EBITDA in the first half of 2002, and will contribute significantly in the second half. Under the alliance, Macquarie gains access to PowerTel's fibre optic network, which is progressively handling Macquarie's voice traffic.

The Macquarie alliance has helped boost revenues in the first two months of 2002 by 20% a month.

Funding renegotiated

With the support of its major shareholder, Williams Communications, PowerTel has renegotiated with its banks the $150 million loan facility put in place in January 2001. Details are:

* The loan facility has been reduced to $100 million to reflect PowerTel's reduced needs related to current and forecast revenues and capital expenditure.

* PowerTel has also received a $16 million convertible subordinated loan from Williams Communications, the conversion of which is subject to shareholder approval.

The renegotiated bank loan and Williams Communications funding gives PowerTel a fully funded business plan.

Business and wholesale broadband telecommunications network operator, PowerTel Limited, has received A$8 million of funding with a further funded commitment of A$8 million subject to certain conditions being satisfied.

The funding is in the form of a subordinated convertible loan from PowerTel's largest shareholder, Williams Communications. Key terms of the loan from Williams Communications are that repayment of principal and interest are deferred and subordinated to the bank loan and repayable one year after the bank loan is repaid. The loan is to be capable of conversion by Williams Communications to ordinary shares which requires shareholder approval prior to conversion which is anticipated to be sought at the May 2002 Annual General Meeting.

Williams Communications has been a major shareholder and sponsor of PowerTel since 1998. Notwithstanding its recent announcement that it is holding restructuring discussions with its banks, its continued support of PowerTel is evidenced by the additional funding currently being provided to PowerTel.

Chief Executive of PowerTel, Stephen Butler, said "the principal benefit to PowerTel from this additional funding is to provide it financial strength and credibility in the marketplace so that PowerTel can continue to attract and service customers, in its own right. Furthermore, while PowerTel enjoys the support of a shareholder and sponsor such as Williams, PowerTel is not dependent operationally on Williams Communications to service PowerTel's customers in Australia."

PowerTel expects to announce its full year financial results on 13 March 2002. Mr Butler said that despite a difficult environment in the telecommunications market, PowerTel had enjoyed continued month-on-month revenue growth in 2001.

PowerTel's fibre optic telecommunications network is Australia's third largest after those of Telstra and Optus. The network, which now reaches into over 450 major buildings in the CBDs of Australia's capital cities, was completed in 2000 and PowerTel is now building its corporate and wholesale customer base.

PowerTel Limited, which owns and operates Australia's third largest fibre-optic telecommunications network, today announced the appointment of John Matic as its Director of Sales & Marketing.

"PowerTel is very pleased to have secured someone with such solid experience in the Australian telecommunications market. John's appointment will help ensure that we meet our aggressive business objectives and plans for growth", said Stephen Butler, CEO.

"John will bring extensive corporate sales and marketing expertise to PowerTel and will concentrate on further acquisition of new customers to add to our corporate, government and wholesale bases".

Prior to accepting the position, Mr Matic spent seven years with AAPT, holding positions as Group Director, Commercial and Consumer and Director of Marketing. During his time at AAPT, Mr Matic was responsible for winning significant government business, and launched and developed the AAPT Smartchat brand.

He previously spent 11 years with IBM in Australia and the United States.

"I look forward to John joining the team and contributing to PowerTel's further success", Mr Butler said.

Mr Matic holds a Bachelor of Science degree in Computer Science (Engineering) from the Pennsylvania State University.

PowerTel Limited, which owns and operates Australia's third largest fibre-optic telecommunications network, announced today that it had signed a major contract to supply Fujifilm's Australian distributor, Hanimex Pty Limited, with a virtual private network that will efficiently and securely transport compressed digital images.

The service will allow Hanimex customers to upload their photos to Print@FUJICOLOR - the first completely networked online digital imaging application in Australia.

Through PowerTel, Fujifilm provides an online photo sharing and print ordering service where traditional film images and digital photos can be securely stored. Consumers can view the photos online and then order their own quality reprints directly from the website.

Hanimex and PowerTel have already launched the service and are currently expanding it to 200 stores, to coincide with the summer trading period the busiest time of the photographic year.

Under the contract, PowerTel will provide broadband connectivity to Hanimex retail customers. PowerTel's virtual private network will transport the compressed images at high speed from the retail outlets to the Fujifilm server and website, and from the website to customers' computers. "Because the connection is expandable, PowerTel can maintain the speed even in periods of high use, such as around the holidays, said PowerTel Chief Executive Officer, Stephen Butler.

We are delighted to have won an innovative and flexible contract with Hanimex. Both parties were looking for a partner that was able to grow with them and to think laterally to develop new solutions going forward, he said.

Hanimex Chief Executive Officer, David Patch, said the partnership allowed Hanimex to capitalise on PowerTel's broadband capacity.

More than one billion photos are printed from traditional film each year in Australia with the move towards digital imaging growing rapidly, Mr Patch said.

Digital cameras are experiencing significant sales growth in Australia. With PowerTel's help we are well placed to serve consumer demand as more people move to digital photography, he said.

ENDS

For further information please contact:

Hanimex:

Deidre McAlinden

Communications Manager

Tel: +61 2 9466-2784

0417-758 432 (m)

Email: mcalindd@hanimex.com.au

PowerTel:

Ann Combe

Marketing Communications & Media Relations Manager

Tel: +61 2 8264 4540

combea@powertel.com.au

ABOUT HANIMEX:

For more than 40 years, Fujifilm has been distributed in Australia by Hanimex Pty Ltd, creating one of the longest trading relationships in the history of the photographic industry. As one of the leading manufacturers and marketers of imaging and information products, Fujifilm has helped drive the worldwide revolution in how pictures are taken, processed, stored and shared.

The Fujifilm brand name has also forged a strong identity around Australia with the establishment of more than 400 independentlyowned Fuji Image Plaza and Fujifilm Image Plus retail outlets.

Broadband telecommunications network operator, PowerTel Limited, is reducing its workforce by 10% in light of industry conditions.

To ensure the business meets financial targets next year it is necessary to reduce operating costs which unfortunately includes reducing staff by 32, Chief Executive, Stephen Butler, said. The redundancies will be company wide and will not affect the company's ability to provide a continuing high level of customer service.

The company continues to increase sales, month on month, but is experiencing the same subdued levels of activity evident throughout the telecommunications industry, Mr Butler commented.

It was recently reported in the press that PowerTel had reduced staff by 30%. This is incorrect, although a 10% reduction of staffing levels took place in July 2001.

On Sunday 21 October, 2001, the Red Cross Yarra Challenge was held on the Yarra River at Henly Landing.

Approximately 500 spectators enjoyed the fabulous Melbourne weather to witness over 160 paddlers from Melbourne's corporate community and Emergency Service organisations battle it out on the water to help support the Australian Red Cross, Victoria.

The Red Cross Yarra Challenge, proudly sponsored for the second year by PowerTel, is a 250-metre team canoe relay event. The fun challenge involves teams of four people (2 x 2-man canoes) each paddling a 250m sprint to be the first team over the line.

Thirty-two corporate teams paddled furiously in an attempt to win the PowerTel Cup. After eight heats, each consisting of four teams, the top eight teams went through to two semi finals and four teams ultimately fought it out in the Corporate Cup final. After a fast and furious race Mr Neil Verrall, PowerTel National Director of Sales and Marketing, presented the PowerTel cup to GBM Logic who triumphed over NAB, Custom Fleet and the PowerTel team.

The Emergency Services category involved two heats to decide the final field that ultimately raced for the prestigious Lord Mayors Cup. At the end of the final, the Australian Red Cross managed to out paddle the Country Fire Authority and State Emergency Service and was awarded the Lord Mayors Cup presented by the Hon. John So and Charles Griffin from Central Equity.

A fun, colourful and lively event, the Yarra Challenge enjoyed great enthusiasm and support from all who competed and witnessed the event. Melbourne Lord Mayor, The Hon. John So gave the event his stamp of approval announcing that he would like to see the Red Cross Yarra Challenge incorporated into the City of Melbourne's annual river Festival.

Event sponsors, PowerTel and Central Equity also pledged their continuing support of this unique event and important fundraiser for the Australian Red Cross.

PowerTel Limited has been voted by its peers to win the 'Best Emerging Telco' Award at the annual Australian Telecom Awards held last night [week] in Sydney. Owner and operator of Australia's third largest 100% fibre optic core network in Australia, PowerTel, was also awarded Broadband Wholesale Carrier of the Year at the inaugural CommsWorld Telecomms Awards 2001 earlier this month.

Last night's awards, hosted by Australian Telecom magazine, one of Australia's most widely read telco industry publications in Australia, showcased Australia's best players in the telecommunications industry. Readers voted through voting coupons appearing in the publication for four consecutive months and key industry players were also invited to vote.

PowerTel's CEO, Stephen Butler, said PowerTel has focused on building its corporate, government and wholesale customer business and is thrilled the industry has acknowledged PowerTel as 'the one to watch'.

"It's a great honour that our growth and efforts as an organisation have been recognised by our peers in the industry. We are continuing to achieve our objectives, as Australian businesses choose PowerTel to facilitate their business communication. Naturally, we are delighted that the industry has endorsed this and we are the recipients of these awards," said Mr. Butler.

The awards were presented last night at the prestigious Westin Hotel, Sydney. The event was attended by leaders in the Australian Information Technology Industry - its keynote speaker was Senator Richard Alston, Minister for Communications, IT and The Arts.

PowerTel Limited, which owns and operates Australia's third largest fibre-optic telecommunications network, is providing free broadband Internet access to attendees at the HPC Asia Conference this week - an unusual benefit for the 500 high performance computing specialists attending from Australia and around the world.

The three-day conference and exhibition is a forum for leading experts in high performance computing in the Asia Pacific region to exchange ideas, experiences and results related to high performance computing and communications. Last staged in China 18 months ago, the event is being held at the Royal Pines Resort, Gold Coast, (September 24 - 28 2001).

As the venue is four kilometres from PowerTel's 100% fibre optic core network, it will be connected with state-of-the-art infrared technology from PAV Data 155 ATM, a broadband optical wireless access technology.

It is believed to be the first time conference delegates in Australia have been offered such high-speed access at no cost. The conference delegates are able to contact their offices and quickly download important information over one of the most modern networks in Australia, allowing data-heavy applications and to ensure delegates are able to keep abreast of events while at the conference, PowerTel General Manager, Marketing, Mary Egan says.

"The temporary provision of bandwidth and high-speed connectivity supplied to the delegates over the three-day event demonstrates our flexibility to provide seamless leading edge technology," she adds.

PowerTel Limited, which owns and operates Australia's third largest fibre-optic core telecommunications network, has signed a $3 million contract to supply data services to EnergyAustralia's entire wide area network.

The three-year contract will enable 29 designated EnergyAustralia locations to access voice, data and video communication through PowerTel's broadband network.

PowerTel's CEO Stephen Butler, said: "We are proud that an organisation such as EnergyAustralia, with its vast customer base and a need for high bandwidth and cost effective communications, has chosen PowerTel in a competitive tender.

"The majority of our clients have been in the Banking & Finance, Media & Entertainment and IT sectors. This contract proves that we offer a suite of services that is attractive to all sectors in the corporate, government and wholesale market."

Paul Broad, Managing Director of EnergyAustralia, said: "As we approach full retail competition EnergyAustralia has invested in enhanced technology platforms to ensure we have the capability to provide high levels of service and attractive products for customers.

"PowerTel's ability to deliver the optimal suite of wide area network services in an aggressive timeframe is a key element of this upgrade program and its broadband technology will provide us with the capacity to easily scale up to meet increased demand for online services."

PowerTel Limited, which owns and operates Australia's third largest broadband telecommunications network dedicated to the corporate and wholesale market, today announced its results for the half year to 30 June 2001 and a major strategic alliance with Macquarie Corporate Telecommunications. The results were in line with expectations on 3 July 2001, when the company advised that financial (EBITDA) break-even was likely to be achieved during the first half of 2002.

Sales revenue for the half year was $22.4 million, an increase of 80% over the half year to 30 June 2000 excluding sales from the mobile business which has been divested. The net loss was $47.0 million (2000: $26.7 million) reflecting increased depreciation and marketing operating costs.

PowerTel's chairman, Mr. John Bumgarner, said: "We are continuing to build business on the network we completed in the third quarter of 2000. Our progress in acquiring new customers and increasing revenue from existing customers is encouraging, considering the present difficult telecommunications market. As the overall telecommunications market has softened, we have reduced staff numbers, operating costs and capital expenditure to ensure break-even EBITDA as early as possible."

Mr. Stephen Butler, chief executive officer, said: "We increased our revenue by 13.5% in the second quarter, which was below the 16.8% achieved in the first quarter due partly to customers deferring decisions to upgrade or expand their telecommunications facilities."

"Growth in sales to our target market of corporate and wholesale customers was in excess of 30% per quarter, while our lower margin Spectrum resold voice revenue declined by approximately 20% per quarter. As a result of the change in the revenue mix, the gross margin increased to 18.6%, compared with 9.8% in the previous corresponding period."

"Our corporate and wholesale customers have doubled to 339 over the past twelve months, with 48% of our business in the higher margin data sector. Our data sales increased to 70% of new sales during the first half of the year."

"Customers are attracted to PowerTel for our data, voice, internet and international service offerings on our own 2500km fibre optic network servicing over 400 buildings in the Sydney, Brisbane and Melbourne areas. This network gives our customers access to cost effective and scaleable telecommunications solutions combined with superior customer service and service provisioning. Our industry peers and our customers recently awarded PowerTel the CommsWorld's 2001 award as Broadband Wholesale Carrier of the Year, providing further endorsement of our network and services."

"Following our $145 million equity raising and our $150 million medium debt raising in early 2001, PowerTel has a strong balance sheet and a fully funded business plan."

PowerTel also announced that it has formed a strategic alliance with Macquarie Corporate Telecommunications Limited. Under the alliance, Macquarie will gain access to PowerTel's fibre optic network, which will progressively begin handling Macquarie's voice traffic. Further details of the alliance are given in a separate joint release.

Mr. Stephen Butler, chief executive officer of PowerTel, said: "The alliance with Macquarie Corporate will enable us to enhance PowerTel's business growth. It will increase our overall revenue and network utilisation to enable us to reach our EBITDA positive target earlier than we would have done otherwise. "

PowerTel Limited and Macquarie Corporate Telecommunications Holdings Limited today agreed and announced that they have formed an alliance that will enhance the telecommunications services both companies offer to their corporate customers and increase the efficiency with which those services are provided.

The principles for this new alliance will see the companies co-operate strategically to reduce carrier costs and share those cost savings. The benefits of the alliance include potentially significant carrier cost savings for Macquarie and substantial revenue enhancement for PowerTel.

Under the alliance agreement Macquarie will gain access to the PowerTel fibre optic network, which will progressively begin handling Macquarie's voice traffic. The two companies will also work together and share certain resources to bring new products and services to market more quickly and efficiently.

Macquarie and PowerTel will continue to operate independently and compete with each other in the market. Each company will market its own services separately and maintain its own customer relationships. PowerTel is a 10% shareholder in Macquarie, but the alliance is a business initiative and is unrelated to the shareholding.

"The alliance makes great commercial sense because it brings together the corporate customer base that Macquarie has built over the past 10 years with the advanced fibre optic network that PowerTel has developed," said Macquarie Chief Executive David Tudehope. "For Macquarie, the key benefit is a potentially significant reduction in carrier costs and further customer choice for voice services."

Stephen Butler, PowerTel's Chief Executive Officer, said: "The alliance enables each company to capitalise on the individual strengths of the other, and on the synergies between both. For PowerTel, we expect a substantial increase in revenue through greater utilisation of our network as we begin handling Macquarie's voice traffic. And in data service, we are particularly impressed with Macquarie's Intellicentre which we consider the best data centre facility in Australia and a potential driver of increased network utilisation."

Macquarie and PowerTel have had a commercial and competitive relationship for a number of years. The two companies have recognised the potential synergies for some time and have had discussions about working together for nearly a year.

SYDNEY, Australia - In response to growing corporate and wholesale customer demand, Australian telecommunications carrier PowerTel [ASX: PWT] is to significantly increase capacity on PowerTel's Sydney-to-Melbourne DWDM (dense wave division multiplexing) optical backbone network.

Using Nortel Networks Optical Internet technology will double PowerTel's DWDM backbone capacity between Sydney and Melbourne and allow PowerTel to continue its highly-competitive pricing policy while delivering massive bandwidth, unparalleled levels of intelligence and the industry's lowest cost per managed bit on a flexible, reliable, industry-leading all-optical platform.

According to Mary Egan, General Manager of Marketing at PowerTel, "Backbone traffic in Australia is growing at more than 100 percent per year, with a noticeable upsurge over the last few months."

"Nortel Networks' technology allows PowerTel to meet the high bandwidth demands of its customers such as the Australian Broadcasting Corporation, with the flexibility to provide for future demands and protocol independence," continued Ms Egan.

"The ABC required massive bandwidth capacity to share video and audio transmission between their Ultimo and Gore Hill locations in Sydney. With Nortel's Optical Internet technology, PowerTel's network provides the ABC with a flexible, and reliable, cost-effective solution."

"Nortel Networks is committed to supporting PowerTel in its goal of providing cost effective, reliable communications solutions in Australia's corporate and wholesale markets," said Steve Wood, president, Nortel Networks Australia and New Zealand. "We continue to drive advances to support time-to-profit for customers like PowerTel and the need to deliver the lowest cost per connection and cost per bit."

Sydney, Australia 23rd July, 2001- PowerTel Limited (ASX:PWT) today announced that it has completed the deployment and commissioning of its new Intelligent Network (IN) equipment in record time.

PowerTel is now poised to tackle the market for advanced 13-, 1300- and 1800-number services.

PowerTel's IN equipment provides the flexible call logic, which supports PowerTel's advanced 13-, 1300- and 1800-number services.

PowerTel's IN services incorporate complex routing capabilities to distribute a company's calls based on the location of the caller, the time of day or day of week, and a variety of other complex options.

Ms. Mary Egan, General Manager of Marketing of PowerTel said, "This means our customers can schedule the appropriate resources and skills for handling particular types of calls based on origin of the calling party's number. Customers can manage call routes remotely through the Internet. This provides ultimate flexibility to our customers."

This means businesses can reap the value of each customer call and change call plans dynamically during the day.

"And now, with number portability, customers can now take advantage of the advanced PowerTel IN services without having to change their number," said Ms. Egan.

PowerTel purchased the IN equipment from eServ Ltd (Internationally known as eServGlobal), a global technology company specialising in the provision of infrastructure solutions for advanced telecommunications services.

Mr Stephen Butler, Chief Executive Officer of PowerTel, said: "In working with eServ, we have had a faultless and speedy deployment of this new equipment in our network. In less than three months, this complex technology investment has been fully bedded down in our network and is generating revenue for PowerTel. This demonstrates how PowerTel can move quickly to aggressively offer new value-added services to our customers such as 1800-Reverse, who have already signed up to use the platform."

Mr Roger Allen, Executive Chairman of eServ, said: "eServ's technology is all about bringing advanced telecommunications services to market quickly. We enable customised and complex telecommunications services, so that carriers can realise maximum returns from their networks. eServ systems today are generating revenue for telecoms operators in networks in Belgium, the Netherlands, Italy, Denmark, Spain, Germany, UK, USA, Australia and elsewhere. Worldwide, eServ systems handle over 200 million revenue-generating calls every day, so we have the expertise to deploy quickly so the operator can start earning revenue sooner."

Mr Butler said: "We chose eServ because of their proven expertise in telecoms networks, their global experience, and their very flexible IN product. The addition of this service will add to our already comprehensive product offering for corporate customers. We see many opportunities to work with eServ to develop additional services using this technology."

ASX Company Announcements Office

Australian Stock Exchange

Level 4, 20 Bridge Street

SYDNEY NSW 2000

By facsimile: 1300 300 021

ASX Announcement - PowerTel Limited

PowerTel Limited announces a major capacity sale on its Sydney to Melbourne network to Nava Networks.

Further details are provided in the attached media release.

Shane Allan

Company Secretary

PowerTel Limited

May 15, 2001

PowerTel announces major capacity deal with Nava Networks

PowerTel Limited, Australia's third largest broadband network provider, today announced a major capacity sale on its Sydney to Melbourne network to Nava Networks worth A$230 million (US$115 million) over 15 years.

Nava Networks is developing a multi-terrabit system, Nava-1, linking Singapore, Jakarta, Perth, Adelaide, Melbourne and Sydney. This project is due for completion late 2002 and is conditional on Nava's funding being finalised.

"This sale is a significant boost for our wholesale business. PowerTel is fortunate that it has today a non-legacy scalable Sydney to Melbourne fibre link that is easily upgradable to suit Nava's needs," said Mr Butler, PowerTel's Chief Executive Officer.

As part of the agreement, PowerTel will provide a second totally diverse Sydney to Melbourne fibre link which is expected to be complete and earning revenue for PowerTel by quarter three 2002. This new link will fulfil Nava's diversity requirements and provide network diversity to PowerTel's customers on this major route. It will be in addition to PowerTel's 2,440 kilometre broadband network that links the capital cities on the Australian eastern seaboard.

PowerTel has also committed to purchase capacity for 15 years for A$40 million (US$20 million), plus operating and maintenance charges, on Nava's Melbourne to Singapore network. PowerTel's major shareholder, Williams Communications, has similarly committed to purchase capacity for A$60 million (US$30 million), plus operating and maintenance charges, for their own use.

PowerTel's commitment to Nava and the sale of capacity on its Melbourne to Sydney fibre link is also conditional on the approval of PowerTel's recently announced banking syndicate. PowerTel should not require any additional debt or equity funding to fulfil its commitments under this agreement.

The additional capacity on Nava-1 Melbourne to Singapore will compliment PowerTel's existing east coast network and its international link, via the Southern Cross network, to Williams Communications' 45,000 kilometre fibre optic US network. It will provide PowerTel with end-to-end broadband network coverage beyond its east coast network, to Adelaide and Perth as well as access to the wholesale and corporate markets in South East Asia.

"Customer demand for broadband is predicted to grow annually by 30 to 60 per cent as faster and richer technologies emerge. PowerTel is in an excellent position to meet this demand at a competitive price and to aggressively roll out its broadband solutions to customers on the Nava-1 route.

"It will be a key component of PowerTel's network reach which extends from customers in the CBD and metropolitan buildings along interstate fibre links to international distribution points in the USA and Asia," Mr Butler said.

Nava Networks' Development Chief Executive Officer, Mr Charles Jarvie, said that finalising the Nava-PowerTel relationship completes another important element in the Nava-1 development process.

"We believe this relationship presents important advantages to both our organisations and to the respective markets we address. We look forward to providing our customers with significant benefits as a result," Mr Jarvie said.

The Nava-1 submarine and terrestial network will deploy the latest high bandwidth fibre optic cable technology. Each link will utilise Dense Wavelength Division Multiplexing (DWDM) providing maximum scalability for Australian customers.

ASX Company Announcements Office

Australian Stock Exchange

Level 4, 20 Bridge Street

SYDNEY NSW 2000

By facsimile: 1300 300 021

ASX Announcement – PowerTel Limited

PowerTel today announced that it has become a substantial shareholder in Macquarie Corporate Telecommunications Holdings Limited.

Further details are provided in the attached media release.

Shane Allan

Company Secretary

PowerTel Limited

FOR IMMEDIATE RELEASE

May 1, 2001

PowerTel Limited today announced that it has become a substantial shareholder in Macquarie Corporate Telecommunications Holdings Limited.

PowerTel Limited today announced that it has become a substantial shareholder in Macquarie Corporate Telecommunications Holdings Limited. PowerTel’s total interest in Macquarie is 20,370,000 shares representing 10% of the issued share capital of Macquarie.

Stephen Butler, CEO of PowerTel, commented that PowerTel has made no decision, at this stage, regarding the acquisition of further shares in Macquarie or made any proposals in that regard. PowerTel acknowledges that Macquarie is controlled by David and Aidan Tudehope and any future transaction would require their involvement and support.

PowerTel, however, believes there are substantial potential benefits to be gained for both companies by Macquarie and PowerTel working together. Accordingly, PowerTel is keen to work with the Macquarie Board and the Tudehopes to see how a proposal could be developed, in due course, in the best interests of the shareholders of both Macquarie and PowerTel. JP Morgan, PowerTel’s advisor, has made preliminary contact with Macquarie’s advisor, Allco Fell, to express interest in working together in this respect.

ASX Company Announcements Office

Australian Stock Exchange

Level 4, 20 Bridge Street

SYDNEY NSW 2000

By facsimile: 1300 300 021

ASX Announcement – PowerTel Limited

PowerTel Limited announces the issue of Employee Options.

Further details are provided in the attached Appendix 3B.

Shane Allan

Company Secretary

PowerTel Limited

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement,

application for quotation of additional securities

and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000.

Name of entity

POWERTEL LIMITED

ACN, ARBN or ARSN

001 760 103

We (the entity) give ASX the following information.

1. Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued

Options

2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

7,173,000

3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) i. Each of 6,840,000 options are exercisable at $0.70 for one ordinary PowerTel share. The first third of these options vest on 27 March 2002, the second third of options vest on 27 March 2003 and the last third of options vest on 27 March 2004.

All of these options expire on 27 March 2006.

ii. Each of 333,000 options are exercisable at $0.56 for one ordinary PowerTel share. Exercise of options are subject to a performance hurdle being achieved.

The first third of these options vest on 27 March 2002 and expire on 27 March 2009, the second third of options vest on 27 March 2003 and expire on 27 March 2010 and the last third of options vest on 27 March 2004 and expire on 27 March 2011.

4 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

 the date from which they do

 the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

 the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment No – options are not quoted

Ordinary shares when issued as a result of the exercise of these options will rank equally with ordinary quoted shares.

5 Issue price or consideration

$0.00

6 Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

Issued under the Employee Option Plan approved by shareholders on 1 December 1999.

7 Dates of entering +securities into uncertificated holdings or despatch of certificates

27 March 2001

Number +Class

8 Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)

863,075,396

Ordinary

Number +Class

9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)

1,096,101

159,574,468

14,249,674 Preference (RCPS)

Preference (WCPS)

Employee Options *

* after taking into account cancelled options as at 27 March 2001

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) N/A

2. Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required?

12 Is the issue renounceable or non-renounceable?13 Ratio in which the +securities will be offered

14 +Class of +securities to which the offer relates

15 +Record date to determine entitlements

16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

17 Policy for deciding entitlements in relation to fractions

18 Names of countries in which the entity has +security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

19 Closing date for receipt of acceptances or renunciations

20 Names of any underwriters

21 Amount of any underwriting fee or commission

22 Names of any brokers to the issue

23 Fee or commission payable to the broker to the issue

24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders

25 If the issue is contingent on +security holders’ approval, the date of the meeting

26 Date entitlement and acceptance form and prospectus will be sent to persons entitled

27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

28 Date rights trading will begin (if applicable)29 Date rights trading will end (if applicable)

30 How do +security holders sell their entitlements in full through a broker?

31 How do +security holders sell part of their entitlements through a broker and accept for the balance?

32 How do +security holders dispose of their entitlements (except by sale through a broker)?

33 +Despatch date

3. Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities

(tick one)

(a) Securities described in Part 1

(b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

4. Entities that have ticked box 34(a)

(a) Additional securities forming a new class of securities

(If the additional securities do not form a new class, go to 43)

Tick to indicate you are providing the information or documents

35 0 The names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

36 0 A distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 and over

37 0 A copy of any trust deed for the additional +securities

(now go to 43)

5. Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought

39 Class of +securities for which quotation is sought

40 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

 the date from which they do

 the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

 the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

Number +Class

42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)

(now go to 43)

6. All entities

(a) Fees

43

Payment method (tick one)

0 Cheque attached

0 Electronic payment made

Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.

1 Periodic payment as agreed with the home branch has been arranged

Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

(b) Quotation agreement

1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.

2 We warrant to ASX that the issue of the +securities to be quoted complies with the law and is not for an illegal purpose, and that there is no reason why those +securities should not be granted +quotation. We warrant to ASX that an offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) of the Corporations Law.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................

Date: ............................

(Director/Company secretary)

Print name: ...........................................

ASX Company Announcements Office

Australian Stock Exchange

Level 4, 20 Bridge Street

SYDNEY NSW 2000

By facsimile: 1300 300 021

ASX Announcement - PowerTel Limited

PowerTel Limited announces as a matter of record that it has successfully completed its 1 for 4 rights issue, with a total of 204,749,717 new ordinary shares being issued on 13 March 2001.

Included in the above total is the shortfall taken up by the underwriter of 4,676,575 shares which represents only 2.3% of the issue.

Appendix 3B information in relation to the rights issue was released to the ASX on 17 January 2001.

Shane Allan

Company Secretary

PowerTel Limited

PowerTel today announced a 98% take up of its recent rights issue. The rights issue has contributed $110 million in cash to PowerTel and will secure the funding of its current 5 year business plan.

PowerTel's renounceable rights issue was announced 17 January 2001. Under the terms of the rights issue, shareholders were entitled to purchase one new share at $0.54 per share for every four existing shares they held in PowerTel. The rights issue was underwritten by PowerTel's major shareholder Williams Communications.

The rights issue closed 22 February 2001. Of the public float, 200,081,732 rights were taken up by PowerTel's Australian and New Zealand shareholders. Williams Communications will take up the 2% shortfall, equating to 4,667,985 rights. This will contribute a total of $110 million to PowerTel's funding and will increase Williams' shareholding in PowerTel from 44.4% to 44.9% on a fully diluted basis.

PowerTel's CEO Stephen Butler said "I am delighted with the confidence demonstrated in PowerTel. The high level of response signals significant support for the company from all shareholders as we move forward to execute our business plan."

PowerTel is a leading provider of broadband solutions for the Australia's corporate and wholesale market.

The Chairman of PowerTel Limited, John Bumgarner, today announced that PowerTel made an operating loss after tax and abnormals of $61.8 million for the twelve months to 31 December 2000. This result compares with a loss of $38.4 million for the same period in the prior year.

Sales revenue in 2000 was $35.5 million, compared to $49.2 million in 1999. The decrease in sales is due to the sale of PowerTel's mobile customer base in May 2000 ($13.6 million reduction) and the rationalisation of the original Spectrum low margin customer base ($11.2 million reduction). Offsetting this is $11.1 million of revenue achieved from new corporate and wholesale customers in 2000. This new revenue represents 33% of PowerTel's sales revenue for the period.

Abnormal items included the sale of the mobile business (gain of $2.4 million), offset by the decommissioning of voice switches and revaluation of investments ($2.3 million), resulting in a net abnormal gain of $0.1 million.

Operating costs increased to $45 million (1999: $29.1 million) following the planned increase in marketing expenditure mainly through an increase in staff numbers.

In January 2001 PowerTel announced a program to fully fund the current five year business plan, including a 1:4 rights issue, and a $150 million debt facility. In addition major shareholders Williams and DownTown Utilities have exercised $35 million in options to acquire PowerTel shares.

Funding will be used to complete payment for the initial network rollout and to continue expansion of the PowerTel network on a "revenue driven" basis; to repay the $70 million existing short term borrowings; and to fund ongoing operations including customer acquisition.

Stephen Butler, Chief Executive Officer, said: 'During 2000 we achieved our goals stated in our May 2000 Annual General Meeting. Namely, to complete our core network build and to gain access to 325 targeted buildings. Our focus for this year is to achieve a positive EBITDA position. This will require a commitment to both continued acquisition of new customers and the management of our costs.'

'We now have the building blocks in place to offer end-to-end PowerTel broadband solutions. This includes a full suite of Data, Voice and Internet products, along with building to building access to our customers. Combined with this is our intra-city, inter-capital and international connectivity, enabling delivery of services in rapid time while maintaining control of our service quality, with less dependence on incumbents.'

'Over the past few months there has been considerable discussion surrounding the lack of broadband capacity in Australia. PowerTel's experience within the key corporate and wholesale segments indicates a shortage of available capacity, especially above 2 mbps increments, where we are seeing successful new business wins.'

'Service orders are increasing in size and complexity, as customers realise the benefits of broadband capability in managing their mission critical applications. PowerTel achieved 150 new corporate and wholesale customers principally during the latter part of 2000.

PowerTel has restructured and boosted its sales and marketing efforts, with several key appointments including a new Director of Sales and Marketing in August 2000 and a National Sales Manager, Wholesale in September.

ASX Company Announcements Office

By facsimile: 1300 300 021

ASX Announcement - PowerTel Limited

PowerTel announce the appointment of Simon McEgan as alternate Company Secretary to PowerTel Limited.

Simon McEgan

Company Secretary

PowerTel Limited

RequestDSL selects PowerTel for ATM services to interconnect DSL exchanges. RequestDSL, Australia's first independent wholesale provider of Digital Subscriber Line (DSL) broadband services, has selected PowerTel to provide ATM backbone services to support its national DSL network rollout.

PowerTel joins a distinguished list of world class, carrier-grade service and technology partners that RequestDSL is working with to establish its comprehensive broadband service delivery capability. RequestDSL has completed the first phase of its rollout in Melbourne and Sydney with multiple exchanges now fully operational and supporting its wholesale services. Further exchanges are currently under construction in Sydney, Melbourne and a third capital city.

RequestDSL operates an advanced network and service delivery infrastructure to support its wholesale, managed broadband service offerings to Internet Service Providers (ISPs) and Application Service Providers (ASPs). The company was an early entrant in the competitive broadband services marketplace and the first company to reach a commercial agreement with Telstra to access the Unconditioned Local Loop Service (ULLS) allowing access to Telstra's existing copper customer access network.

The agreement with PowerTel includes provision for data transport from RequestDSL's network nodes located in Telstra exchanges over the PowerTel high-speed Asynchronous Tranfer Mode (ATM) network to RequestDSL's CBD-based Points of Aggregation.

"RequestDSL selected PowerTel for its proven delivery commitment and the highly robust nature of its infrastructure," said Philip Sykes, CEO of RequestDSL. "RequestDSL's mission is to provide the Australian market with "always on", high-speed, access in the most cost effective and customer-centric way available today in Australia. We required a partner who understands and supports our customer commitment and is able to deliver the scale and quality of service that our business demands. PowerTel provides all of this and more, with a real commitment to help build Australia's broadband future".

PowerTel commenced operations in 1998 and today is the third largest facility based provider of broadband telecommunications services to the corporate and wholesale markets in Australia. The Brisbane to Melbourne core network is complete, and points of presence have been established in Adelaide and Perth. PowerTel provides a full range of data, voice and internet services.

PowerTel Limited, Australia's third largest broadband telecommunications infrastructure provider, today announced an underwritten renounceable rights issue to raise $110.6 million.

Shareholders will be entitled to acquire one new PowerTel share at $0.54 per share for every four entitled shares they hold at 29 January 2001. A Prospectus and entitlement and acceptance form will be mailed to all shareholders on 1 February. For shareholders to take up their rights, they must complete and return this Form with payment by 22 February. Rights trading will commence on 22 January and end on 15 February.

In conjunction with an underwritten debt facility of $150 million, the rights issue will complete the funding of PowerTel's current business plan. J.P. Morgan has been appointed as Lead Manager for the issue and, together with Toronto Dominion, has underwritten the $150 million debt facility. The funds will be used to:

complete the initial network rollout;

expand the network's capacity and geographical reach;

repay existing short-term borrowings; and

fund ongoing operations including customer acquisition.

PowerTel's two major shareholders, US-based Williams Communications Group Inc. ("Williams"), and DownTown Utilities Pty Limited ("DTU"), will take up their rights. DTU is a joint venture between EnergyAustralia, CitiPower and Energex. Williams, through its subsidiary WilTel Communications Pty Limited, is underwriting the balance of the issue.

Williams and DTU increased their commitment to PowerTel through exercising their remaining options over ordinary shares, contributing a total of $35 million to the company.

Mr Stephen Butler, CEO of PowerTel said, "We are delighted with the support given to us by our major shareholders and believe this should provide a good indication to all shareholders of their confidence in our strategy and business plan. The rights issue provides an opportunity for investors to increase their investment in PowerTel at a discount to the current market price and to participate in our company's growth."

"PowerTel's target for data, voice and internet communications services includes corporate, government and wholesale customers - a market that is experiencing high growth. We have one of the lowest-cost fibre optic networks in Australia and we are acquiring customers in targeted CBD markets and amongst carriers requiring access to the inter-city and intra-city bandwith connectivity that we offer".

Manager of Company Announcements Office

Australian Stock Exchange

Fax: 1300 300 021

Dear Sir

Board of Directors Announcement

Mr Gary Dupler, Non Executive Director, resigned as a Director of PowerTel Limited on 16 January 2001. Mr Dupler was instrumental in establishing PowerTel's fibre optic network, joining PowerTel in August 1998, and serving as Chief Operating Officer and then Chief Executive Officer before returning to the United States in April 2000.

Shane Allan

Company Secretary

PowerTel Limited

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement,application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000.

Name of entity

PowerTel Limited

ACN, ARBN or ARSN

001 760 103

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued

Ordinary shares

2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

4.468,086

3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

4 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

the date from which they do

the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment Yes

5 Issue price or consideration

A$0.47 per share / A$2,100,000 in total

6 Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

Ordinary shares issued by the exercise of options pursuant to subscription agreements approved by shareholders in Extraordinary General Meeting on 14 August 1998.

7 Dates of entering +securities into uncertificated holdings or despatch of certificates

11 January 2001

Number +Class

8 Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)

658,326,203 Ordinary shares

Number +Class

9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)

1 096 101

159 574 468

-

12 362 500 Cumulative 8% converting Preference shares

Cumulative 10% converting Preference Shares

Special Options

Employee Options

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required?

12 Is the issue renounceable or non-renounceable?

13 Ratio in which the +securities will be offered

14 +Class of +securities to which the offer relates

15 +Record date to determine entitlements

16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

17 Policy for deciding entitlements in relation to fractions

18 Names of countries in which the entity has +security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

19 Closing date for receipt of acceptances or renunciations

20 Names of any underwriters

21 Amount of any underwriting fee or commission

22 Names of any brokers to the issue

23 Fee or commission payable to the broker to the issue

24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders

25 If the issue is contingent on +security holders' approval, the date of the meeting

26 Date entitlement and acceptance form and prospectus will be sent to persons entitled

27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

28 Date rights trading will begin (if applicable)

29 Date rights trading will end (if applicable)

30 How do +security holders sell their entitlements in full through a broker?

31 How do +security holders sell part of their entitlements through a broker and accept for the balance?

32 How do +security holders dispose of their entitlements (except by sale through a broker)?

33 +Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities

(tick one)

(a) Securities described in Part 1

(b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

(If the additional securities do not form a new class, go to 43)

Tick to indicate you are providing the information or documents

35 0 The names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

36 0 A distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 and over

37 0 A copy of any trust deed for the additional +securities

(now go to 43)

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought

39 Class of +securities for which quotation is sought

40 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

the date from which they do

the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

Number +Class

42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)

(now go to 43)

All entities

Fees

43 Payment method (tick one)

0 Cheque attached

0 Electronic payment made

Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.

Periodic payment as agreed with the home branch has been arranged

Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

Quotation agreement

1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.

2 We warrant to ASX that the issue of the +securities to be quoted complies with the law and is not for an illegal purpose, and that there is no reason why those +securities should not be granted +quotation. We warrant to ASX that an offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) of the Corporations Law.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................Date:..11.01.01

(Director/Company secretary)

Print name: Robert Shane ALLAN

APPENDIX 3B

NEW ISSUE ANNOUNCEMENT

APPLICATION FOR QUOTATION OF ADDITIONAL SECURITIES AND AGREEMENT

Information or documents not available now must be given to ASX as

soon as available. Information and documents given to ASX become

ASX's property and may be made public.

Introduced 1/7/96. Origin Appendix 5. Amended 1/7/98, 1/9/99,1/7/2000.

Name of Entity: PowerTel Limited

ACN or ARBN:001 760 103

We (the entity) give ASX the following information.

PART 1 - ALL ISSUES

You must complete the relevant sections (attach sheets if

there is not enough space).

1. Class of securities issued Ordinary shares

or to be issued

2. Number of securities issued 4,468,085

or to be issued (if known)or maximum number which may be issued

3. Principal terms of the securities (eg, if options, exercise price and expiry date; if partly paid securities, the amount outstanding and due dates for payment; if convertible securities,the conversion price and dates for conversion)

4. Do the securities rank equally Yes

in all respects from the date

of allotment with an existing

class of quoted securities

If the additional securities

do not rank equally, please state:

* the date from which they do

* the extent to which they

participate for the next

dividend, (in the case of

a trust, distribution) or

interest payment

* the extent to which they do

not rank equally, other than

in relation to the next dividend, distribution or

interest payment

5. Issue price or consideration A$0.47 per share/A$2,100,000 in total

6. Purpose of the issue (if Ordinary shares issued by the issued as consideration for exercise of options pursuant to the acquisition of assets, subscription agreements

clearly identify those approved by shareholders in

assets)

Extraordinary General Meeting

on 14/08/1998

7. Dates of entering securities 29/12/2000

into uncertified holdings

or despatch of certificates

NUMBER CLASS

8. Number and class of all 653,858,117 Ordinary shares

securities quoted on

ASX (including the

securities in clause

2 if applicable)

NUMBER CLASS

9. Number and class of all 1,096,101 Cumulative 8% converting

securities not quoted Preference Shares

on ASX (including the 159,574,468 Cumulative 10%

securities in clause 2 converting Preference

if applicable) Shares

4,468,086 Special Options

12,362,500 Employee Options

10.Dividend policy (in the case-of a trust, distribution policy) on the increased

capital (interests)

PART 2 - BONUS ISSUE OR PRO RATA ISSUE

Items 11 to 33 are Not Applicable

PART 3 - QUOTATION OF SECURITIES

You need only complete this section if you are applying for quotation

of securities

34. Type of securities (tick one)

(a) Securities described in Part 1

(b) All other securities

Example: restricted securities at the end of the escrowed period,

partly paid securities that become fully paid, employee incentive

share securities when restriction ends, securities issued on expiry

or conversion of convertible securities

Entities that have Ticked Box 34(a)

Additional Securities Forming a New Class of Securities

(If the additional securities do not form a new class, go to 43)

Tick to indicate you are providing the information or documents

35. The names of the 20 largest holders of the additional securities, and the number and percentage of additional securities held by those holders

36. A distribution schedule of the additional securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 - and over

37. A copy of any trust deed for the additional securities

(now go to 43)

Entities that have Ticked Box 34 (b)

Items 38 to 42 are Not Applicable

ALL ENTITIES

Fees

43. Payment method (tick one)

Cheque attached

Electronic payment made

Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.

x Periodic payment as agreed with the home branch has been arranged

Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

QUOTATION AGREEMENT

1. Quotation of our additional securities is in ASX's absolute

discretion. ASX may quote the securities on any conditions it

decides.

2. We warrant to ASX that the issue of the securities to be quoted

complies with the law and is not for an illegal purpose, and that

there is no reason why those securities should not be granted

quotation. We warrant to ASX that an offer of the securities for

sale within 12 months after their issue will not require

disclosure under section 707(3) of the Corporations Law.

3. We will indemnify ASX to the fullest extent permitted by law in

respect of any claim, action or expense arising from or connected

with any breach of the warranties in this agreement.

4. We give ASX the information and documents required by this form.

If any information or document not available now, will give it to

ASX before quotation of the securities begins. We acknowledge that

ASX is relying on the information and documents. We warrant that

they are (will be) true and complete.

R S Allan

COMPANY SECRETARY

02/01/2001

DownTown Utilities Pty Limited have exercised the following options:

Number Type Exercise Price Expiry Date

20,851,063 Special Options $0.47 14 August 2003

APPENDIX 3B

NEW ISSUE ANNOUNCEMENT

APPLICATION FOR QUOTATION OF ADDITIONAL SECURITIES AND AGREEMENT

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin Appendix 5. Amended 1/7/98, 1/9/99,1/7/2000.

Name of Entity

PowerTel Limited

ACN or ARBN

001 760 103

We (the entity) give ASX the following information.

PART 1 - ALL ISSUES

You must complete the relevant sections (attach sheets if there is not enough space).

1. Class of securities issued Ordinary shares

or to be issued

2. Number of securities issued 20,851,063 or to be issued (if known)or maximum number which

may be issued

3. Principal terms of the securities(eg, if options, exercise price and expiry date; if partly paid

securities, the amount outstanding and due dates for

payment; if convertible securities, the conversion price and dates for conversion)

4. Do the securities rank equally Yes in all respects from the date of allotment with an existing

class of quoted securities

If the additional securities do not rank equally, please state:

* the date from which they do

* the extent to which they participate for the next

dividend, (in the case of a trust, distribution) or

interest payment

* the extent to which they do not rank equally, other than in relation to the next dividend, distribution or

interest payment

5. Issue price or consideration A$0.47 per share / A$9,800,000

6. Purpose of the issue (if Ordinary shares issued by the issued as consideration for exercise of options pursuant the acquisition of assets, to subscription agreements clearly identify those approved by shareholders in assets) Extraordinary General Meeting

on 14 August 1998.

7. Dates of entering securities 22/12/2000 into uncertified holdings or despatch of certificates

NUMBER CLASS

8. Number and class of all 649,390,032 Ordinary shares

securities quoted on ASX (including the

securities in clause 2 if applicable)

9. Number and class of all securities not quoted on ASX (including the securities in clause 2 if applicable)

1 096 101 Cumulative 8% converting Preference shares

159 574 468 Cumulative 10% converting Preference shares

8,936,171 Special Options

12 362 500 Employee Options

10.Dividend policy (in the case of a trust, distribution policy) on the increased

capital (interests)

PART 2 - BONUS ISSUE OR PRO RATA ISSUE

Items 11 to 33 are Not Applicable

PART 3 - QUOTATION OF SECURITIES

You need only complete this section if you are applying for quotation of securities

34. Type of securities (tick one)

(a) Securities described in Part 1

(b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have Ticked Box 34(a)

Additional Securities Forming a New Class of Securities

(If the additional securities do not form a new class, go to 43)

Tick to indicate you are providing the information or documents

35. The names of the 20 largest holders of the additional securities, and the number and percentage of

additional securities held by those holders

36. A distribution schedule of the additional securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 - and over

37. A copy of any trust deed for the additional securities(now go to 43)

Entities that have Ticked Box 34 (b)

Items 38 to 42 are Not Applicable

ALL ENTITIES

Fees

43. Payment method (tick one)

Cheque attached

Electronic payment made

Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.

x Periodic payment as agreed with the home branch has been arranged

Note: Arrangements can be made for employee incentive

schemes that involve frequent issues of securities.

QUOTATION AGREEMENT

1. Quotation of our additional securities is in ASX's absolute discretion. ASX may quote the securities on any conditions it decides.

2. We warrant to ASX that the issue of the securities to be quoted complies with the law and is not for an illegal purpose, and that there is no reason why those securities should not be granted quotation. We warrant to ASX that an offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) of the Corporations Law.

3. We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

4. We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before quotation of the securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

R S Allan

COMPANY SECRETARY

22/12/2000.

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement,application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000.

Name of entity

PowerTel Limited

ACN, ARBN or ARSN

001 760 103

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued

Ordinary shares

2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

44,680,851

3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

4 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

the date from which they do

the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment Yes

5 Issue price or consideration

A$0.47 per share / A$21,000,000 in total

6 Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

Ordinary shares issued by the exercise of options pursuant to subscription agreements approved by shareholders in Extraordinary General Meeting on 14 August 1998.

7 Dates of entering +securities into uncertificated holdings or despatch of certificates

13 December 2000

Number +Class

8 Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)

628538969 Ordinary shares

Number +Class

9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)

1 096 101

159 574 468

29 787 234

12 362 500 Cumulative 8% converting Preference shares

Cumulative 10% converting Preference Shares

Special Options

Employee Options

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required?

12 Is the issue renounceable or non-renounceable?

13 Ratio in which the +securities will be offered

14 +Class of +securities to which the offer relates

15 +Record date to determine entitlements

16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

17 Policy for deciding entitlements in relation to fractions

18 Names of countries in which the entity has +security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

19 Closing date for receipt of acceptances or renunciations

20 Names of any underwriters

21 Amount of any underwriting fee or commission

22 Names of any brokers to the issue

23 Fee or commission payable to the broker to the issue

24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders

25 If the issue is contingent on +security holders' approval, the date of the meeting

26 Date entitlement and acceptance form and prospectus will be sent to persons entitled

27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

28 Date rights trading will begin (if applicable)

29 Date rights trading will end (if applicable)

30 How do +security holders sell their entitlements in full through a broker?

31 How do +security holders sell part of their entitlements through a broker and accept for the balance?

32 How do +security holders dispose of their entitlements (except by sale through a broker)?

33 +Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities

(tick one)

(a) Securities described in Part 1

(b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

(If the additional securities do not form a new class, go to 43)

Tick to indicate you are providing the information or documents

35 0 The names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

36 0 A distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 and over

37 0 A copy of any trust deed for the additional +securities

(now go to 43)

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought

39 Class of +securities for which quotation is sought

40 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

the date from which they do

the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

Number +Class

42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)

(now go to 43)

All entities

Fees

43 Payment method (tick one)

0 Cheque attached

0 Electronic payment made

Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.

Periodic payment as agreed with the home branch has been arranged

Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

Quotation agreement

1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.

2 We warrant to ASX that the issue of the +securities to be quoted complies with the law and is not for an illegal purpose, and that there is no reason why those +securities should not be granted +quotation. We warrant to ASX that an offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) of the Corporations Law.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................Date:..13.12.00

(Director/Company secretary)

Print name: Robert Shane ALLAN

Dear Sir,

Please find attached a notification of new issue and quotation announcement Appendix 3B as a result of WilTel Communications Pty Ltd, a member of Williams Communications Group of Companies, exercising its options to acquire 44,680,851 PowerTel Limited ordinary shares for a consideration of $21,000,000.

DownTown Utilities Pty Limited have also agreed to exercise their options to acquire 29,787,234 PowerTel Limited ordinary shares for a consideration of $14,000,000 within the next month. Further Appendix 3B announcements will be made as these options are exercised.

The injection of $35 million of additional equity by PowerTel's major shareholders is an important part of PowerTel's funding plans and demonstrates ongoing strong support for PowerTel's network construction program and its strategic direction.

Recently, Williams Communications Group, Inc., in a Form 10-Q Quarterly Report to the United States Securities & Exchange Commission, made reference to PowerTel's revenue and borrowing position. These matters had been previously disclosed to the Australian Stock Exchange in PowerTel's half-year financial results (Appendix 4B) report on 5 September 2000. For information purposes, attached is a copy of the "Form 10-Q".

Regards,

SHANE ALLAN

Company Secretary

PowerTel Limited

Boeing and PowerTel's joint network, the Pacific Innovation Corridor (PIC), was launched on the Gold Coast today, with regional pay TV network provider Austar United Communications as the first customer.

Boeing and PowerTel joined forces in March 2000 to launch the PIC, which involves an extensive communications network between Brisbane and the Gold Coast. This network now enables Queensland businesses to compete in the global market by providing a fully integrated voice, data, video and wireless network over a high-security environment.

PowerTel has built the 140km fibre optic infrastructure which will link to its network operations centres in Brisbane, Sydney and Melbourne. The infrastructure also links with the extensive global network of PowerTel's US parent company, Williams Communications, via the Southern Cross Cable, and provides connectivity to 125 cities in the US, as well as Europe, Japan, China and South America.

As the first customer on the PIC network, Austar will be accessing PowerTel's national broadband backbone from the Gold Coast to Brisbane, Sydney, Canberra and Adelaide. PowerTel will also house Austar's high-end routers on its Gold Coast premises. Boeing Australia provides a wide skill base at the leading edge of business communications.

Dana Strong, Managing Director of Austar United Broadband said "Boeing/PowerTel provided Austar with superior service that was flexible and cost effective. They offered us the opportunity to tie the Gold Coast region into the major capital city backbone in a timely and efficient manner".

At the launch of the PIC network in Surfer's Paradise, PowerTel's Chief Executive Officer, Stephen Butler, said, "The Gold Coast region is one of the fastest growth areas in Australia, and requires a modern cost-effective broadband infrastructure to sustain its development. It is very important for this area to have connectivity available at the right price in order to compete effectively in the e-commerce arena. PowerTel embraces a wide range of systems and applications, and provides the necessary connectivity with a unique technology platform that can interface with many diverse technologies".

Boeing, with years of experience within the space and communications arena, has unique expertise in systems engineering, including the design, build and support of highly sophisticated virtual infrastructures. Boeing's contribution to the PIC involves development of an enterprise operations centre (EOC), which has been designed to address integration issues and deliver solutions that improve customer service and create business efficiencies. The company's involvement includes software development, applications development, systems integration, business systems development, and information and knowledge management.

Tony Swansson, General Manager Space and Communications Services of Boeing Australia, said, "We are designing high-powered, secure networks to reduce the costs of doing e-business. Our relationship with PowerTel provides much needed broadband connectivity for corporate users and a link into its high-speed architecture at very competitive rates. Effectively, the network makes virtual industries possible, with communities of interest such as town centres able to collaborate for improved efficiencies."

Mr Swansson said Boeing's long experience of creating high-capacity communications systems was a key to success in the Australian communications market. "We have significant experience in integration of big databases, and lots of computing power. The aerospace industry is far-reaching, complex and fragmented because of its size and the scope of the work. These are some of the skills Boeing Australia brings to the Pacific Innovation Corridor."

PowerTel Limited, Australia's third largest telecommunications infrastructure provider, today announced that it is one month ahead of schedule in meeting its building access target. The company has gained rights of access to 325 buildings throughout key Sydney, Melbourne and Brisbane centres, an objective, which the company had forecast it would achieve by the end of December 2000.

PowerTel's CEO Stephen Butler said, "This is a significant milestone for PowerTel and one that is crucial to achieving the critical mass we need to meet customer requirements for end-to-end connectivity.

Mr. Butler also stated that PowerTel has the ability to deliver services to and from a customer in a building in Sydney, Brisbane or Melbourne, to a customer in a building in Australia, the US, Europe or Asia.

"With robust infrastructure within buildings, within and between key cities and metropolitan areas, and between countries, we are well positioned to deliver and control quality service from end to end.

"We have put in place a marketing strategy reliant on achieving revenue by targeting the right customers in the right buildings. The achievement of our building access target reinforces PowerTel's ability to deliver high-quality services to our corporate and wholesale customers," said Mr. Butler.

Williams Communications, the US-based parent company of PowerTel, has purchased capacity on the Southern Cross Cable, which PowerTel has leveraged to open up global connectivity for the customers.

November 8th 2000

PowerTel - Putting the Arts FIRST:Bringing First Lady of Gospel to Sydney Festival in 2001

PowerTel is putting the arts first in joining with Sydney Festival, Australia's largest annual cultural event, to bring to Australia for the very first time, Shirley Caesar. PowerTel is the major sponsor of Opening Night, and is the Exclusive Telephony Partner of the 25th Sydney Festival.

The tiles of the Opera House will literally lift off when PowerTel brings the First Lady of Gospel, Shirley Caesar, to the Concert Hall stage as the opening night performance for the 25th Sydney Festival on Friday January 5th 2001.

PowerTel's CEO Stephen Butler said "PowerTel is proud to be supporting cultural excellence and the Arts in NSW through our major sponsorship with the Sydney Festival in 2001. The Festival is a unique event in Sydney's social calendar, and is renowned for bringing dynamic and innovative performances to our city each January."

"Most importantly, the Sydney Festival has in the past launched the success of many of its unique performances, and we look forward to supporting the 2001 performances in gaining the accolades they deserve."

PowerTel has been an avid supporter of the Arts throughout 2000, and will again be involved in sponsoring the Corporate Viewing of the NSW State Chamber of Commerce's Archibald Prize in 2001.

(MELBOURNE, 18th October 2000):

Saise Telecommunications, a leading provider of data, voice and Internet solutions within the Australian corporate sector, has signed an agreement with telecommunications carrier PowerTel that will provide Saise with fibre access to over 300 buildings along the eastern seaboard.

The agreement provides a significant increase in capacity from 2mbps upwards, to be made available to Saise customers, who require high-speed broadband connectivity for the delivery of data, voice and Internet services.

Director of Saise Telecommunications, Jeff Marshall said "Saise is set to become the first Telecommunications Company in Australia to provide online provisioning of data, voice and Internet services with interactive on-line customer care. The increased capacity available to us through our agreement with PowerTel is essential to delivering an effective online business."

PowerTel have completed their core network build which links the key CBD's of Brisbane, Sydney, Canberra and Melbourne, with more than 2400 kilometres of fibre deployed to date. While revenue based network expansions continue, PowerTel is now well under way with its customer development plans.

PowerTel's CEO, Stephen Butler said "Our aim is to deliver plenty of high-speed bandwidth on demand. The growth we are seeing in the online environment, with Internet traffic doubling approximately every 100 days, will continue to be tremendous. Saise Telecommunications is an important new wholesale customer. Our agreement provides mutual benefits as our platform enables scalable growth for Saise and their customers, while at the same time significantly increasing traffic on the PowerTel network".

Saise Telecommunications were formed in 1998 to provide bundled solutions for the corporate market including secure data networks, long distance and calls to mobiles, PABX hardware, and direct connection for data, voice, fax, video conferencing and Internet traffic. With the highest corporate client retention rate in the telecommunications industry Saise is well positioned to capitalise on the dynamic growth in data over the next few years.

Landmark agreements announced today between Amcom Telecommunications Limited (ASX: AMM) and PowerTel Limited (ASX: PWT) will position the high-speed carriers to offer truly national end-to-end optic fibre solutions across each other's networks.

Perth-based Amcom and Sydney-based PowerTel have signed Master Service Agreements (MSA's), laying the foundation for a complementary network offering which leverages their respective regional positions in the delivery of end-to-end telecommunication services nationally. Both companies will be able to purchase services for their corporate and government customers on mutually agreed terms of supply.

The agreements form a key component of Amcom's national network strategy, linking its last mile and last inch fibre optic networks (over 200 buildings accessed) in the key commercial and population centres of Perth, Adelaide, Darwin and Hobart as well as its intercapital long haul carriage services, with PowerTel's extensive East Coast network.

Representing Australia's third-largest fibre optic network infrastructure, PowerTel's coverage includes the major population centres of Brisbane, Sydney, Melbourne, Canberra and the Gold Coast, with adjoining intercapital networks, metropolitan expansions, last mile and last inch access to over 300 buildings in the key business districts. PowerTel has also leveraged capacity on the Southern Cross Cable through their parent company Williams Communications, offering international connectivity to the United States, Europe, South America, Japan and China.

Amcom's Managing Director, Mr Andy McLean, said: "These are significant agreements, which bring together the complementary strengths of the two companies, which are pursuing similar strategies as wholesale bandwidth providers in different market segments."

"Amcom's focus has been on developing 'last mile' networks in metropolitan centres outside of the East Coast in conjunction with long-haul services between these centres - delivered either through Amcom-owned or leased intercapital links. PowerTel's strengths are on the East Coast, where it has extensive network coverage both within and between the major population centres," he added.

PowerTel's CEO, Mr Stephen Butler said, "We are delighted to welcome Amcom as a significant new wholesale customer. We look forward to growing our business through mutual success and intend to take full advantage of the growing Amcom infrastructure for our own corporate customer base."

Under the reciprocal agreements between Amcom and PowerTel, customers of each network will gain access to a much larger and rapidly growing national telecommunications grid using the latest optic fibre and ATM switching technology, providing scalable bandwidth on the same competitive terms as they currently enjoy.

Amcom has already deployed high-speed networks in strategically located metropolitan centres and plans to increase its 'last mile' coverage significantly over the next few years. It also provides long-haul services linking customers in these centres, with plans well advanced to significantly expand these services.

Yesterday, the Company added a significant international dimension to its national network strategy, announcing a Memorandum of Understanding (MOU) with Singapore Telecom (SingTel) involving the reciprocal supply of trans-Australian bandwidth to the pan-Asian telco giant and providing Amcom with access to SingTel's international optic fibre network. This MOU is expected to increase Amcom's network traffic and deliver substantial new revenue streams.

PowerTel owns and manages intracity and intercapital fibre links along the eastern seaboard of Australia servicing the corporate and wholesale market segments. Its network is projected to directly cover approximately 85% of typical corporate customers' calling patterns in Australia and addresses around 70% of their target segments telecommunications spend. PowerTel provides a full suite of data and voice services including ATM., Frame Relay, and Leased Line Services, along with Co-locate, Telehousing and Managed Router Services. They have recently moved into their third phase of product development which includes Internet services and Internet Protocol Virtual Private Networks (IP-VPN).

Davnet Limited, a global Internet Protocol-based carrier, has signed an agreement with Australian telecommunications carrier PowerTel that will provide Davnet with intercity and intracity capacity including access to an additional 300 major buildings in three leading Australian cities.

The deal effectively quadruples the number of properties in Australia that can access Davnet's leading edge, scaleable, broadband telecommunications services through a single high-speed digital socket. It also allows Davnet to increase its geographic market reach speedily.

Under the contract signed by both parties, Davnet Limited will use the PowerTel high-speed broadband fibre optic network to access buildings within key central business districts (CBDs) in Sydney, Melbourne and Brisbane.

According to Hal Turner, Davnet Limited's Group Chief Operating Officer, "We are delighted to develop our relationship with Powertel. This agreement forms an important component in our global strategy of teaming up with partners in order to quickly roll out delivery of reliable, innovative, scaleable, broadband solutions to business users in Australia, Asia and North America."

"Through Powertel's robust and highly scalable network we can aggregate Internet, data, voice, and video high bandwidth communications over one Davnet socket in each office at competitive prices. Our goal is to help businesses run their IT networks better, faster, and more economically."

To date PowerTel has deployed more than 2,400 kilometres of fibre optic cable, with intercity and intracity routes in place, and over 300 major buildings accessed. PowerTel is increasing its building penetration rapidly with, on an average, an additional six to eight buildings joining its network each week.

PowerTel may also utilise the existing Davnet network and has purchased some domestic Internet transit from Davnet, along with international Internet transit as an interim measure until the Southern Cross Cable is operational.

PowerTel's CEO, Stephen Butler said, "Our wholesale business model is based upon enabling the competitive environment to grow. We are delighted to be working with Davnet in a customer relationship that utilises both skill sets and will capitalise on the strength of PowerTel's infrastructure."

The Chairman of PowerTel Limited, John Bumgarner, today announced PowerTel, Australia's third largest telecommunications infrastructure provider, made an operating loss after tax and abnormals of $26.7 million for the six months to 30 June 2000. This compares with losses of $15.1 million for the previous corresponding period and $23.3 million for the half year to 31 December 1999.

The sale of the mobile business in June resulted in an abnormal gain of $2.4 million, which was partly offset by a $1.3 million write-off of infrastructure.

Sales revenue was $18.7 million (1999: $25.6 million), following rationalisation of the company's residential customer base to eliminate lower margin business, and the sale of the mobile business. The gross margin on fixed wireline business increased to 17.4 per cent from 3.9 per cent in the first half of 1999.

Operating costs increased to $21.4 million (1999: $12.2 million) due to the establishment of sales, marketing and customer care resources. All start-up costs were written off to expenses, apart from investment of $2.2 million in network construction.

Stephen Butler, Chief Executive Officer, said: 'We have made substantial progress since the beginning of the year. At the Annual General Meeting in May 2000 we set ourselves three objectives:

	Completion of our Sydney to Melbourne link in June 2000.
	Access to 325 buildings by the end of December 2000.
	Positive EBITDA for the third or fourth quarter of 2001.

We achieved the June completion date for the Melbourne link and we have already accessed 292 buildings and are confident we will reach the 325 target before the end of December 2000.

'PowerTel has built a multi-city fibre optic data network infrastructure which has to date been entirely financed by equity and is on budget. As previously announced, PowerTel has an underwritten A$300 million bank facility which will allow us to fund our future growth plans.'

'Now that our 2,400km east coast network is operational, we are in a strong position to build our corporate customer base. We have appointed an experienced sales and marketing executive to lead the sales program, and now have a 50-strong sales team, based in Brisbane, Sydney and Melbourne, structured by corporate market sector, and a wholesale team focusing on existing carriers, Digital Subscriber Line (DSL) providers and Internet Service Providers (ISPs).

'Our competitive prices and speed of delivery have already enabled us to win contracts from leading businesses in the Banking, Insurance, Accounting and Information Technology sectors. We are also achieving success in selling intercapital and intracapital bandwidth to the wholesale market and have secured contracts with 25% of the licensed carriers in Australia. Last week we were accredited as a supplier to the New South Wales Government.

'PowerTel is Australia's lowest cost telecommunications infrastructure provider, providing a full range of voice, internet and data products, and is well placed to secure an increasing share of the fast growing data market. Our advanced network design eliminates layers of costly equipment; access to Downtown Utilities' electricity ducts reduces the cost of laying fibre and ensures the quickest installation and delivery; and our strategy of focusing on the wholesale and corporate sectors will enable us to contain marketing and customer service costs.

PowerTel today announced its appointment to the NSW Government Contract for Telecommunications Services. As a member of the telecommunications service delivery panel, PowerTel can now supply voice and other telecommunication services direct to NSW Government agencies.

PowerTel is one of the suppliers awarded to the Contract. PowerTel is a new "Communities of Interest" supplier providing competition in a wide range of telecommunications services.

PowerTel's CEO Stephen Butler said "Our appointment to the Panel signifies exciting new business opportunities for PowerTel. It is also pleasing to see the NSW Government supporting competition in a rapidly growing deregulated market. We believe this increased competition is driving demand for a higher quality of service, increased access for bandwidth driven applications and overall better value for money. The result will mean more and more businesses are able to reap the benefits of moving on-line. PowerTel has built the high-speed broadband platform to meet and exceed this demand and we look forward to enabling government agencies to enjoy the same on-line advantages as our corporate customers."

As part of its tender submission, PowerTel is developing an initiative to support improving regional communications, with five percent of every dollar spent on NSW Government contracts on the PowerTel network to be placed into a NSW Rural Development Fund. The development fund will be used to implement a community based telecommunications interface between PowerTel and end users and will also provide funding for non-urban telecommunications infrastructure in NSW regions. Shortly, PowerTel will commence discussions with the Department of Information Technology and Management's officers on details including funding administration, community input and the identification of suitable telecommunication projects.

PowerTel's CEO Stephen Butler said " The PowerTel Rural Development Fund supports a consultative approach to the development of regional communications. In this way, communities are provided with an opportunity to become involved in the process. We believe the initiative will have very real benefits for NSW communities and we encourage other organisations to consider a similar model."

PowerTel will leverage its relationship with regional suppliers of high capacity bandwidth such as Soul Pattinson Telecommunications to provide telecommunications service coverage in PowerTel's off-net locations.

Independent industry reports indicate the old Panel consisted of two core members in 1999, each vying for a share of the estimated $150 million (excluding mobile telephony) annual telecommunications spend. PowerTel's service offering to government agencies will include dedicated voice services, long distance voice services via pre-selection and least cost routing, Centrex and leased lines.

The contract is for an initial period of three years with the potential for two twelve-month extensions.

PowerTel announced today that it has selected CacheFlow® Inc. to provide internet caching appliances for its IP network infrastructure. PowerTel will use CacheFlow's technology to increase the performance of its Internet Services for corporate and wholesale clients.

Internet caching equipment allows regularly accessed web data to be stored locally and then retrieved for later use. This will result in considerable bandwidth savings for PowerTel, as backhaul traffic from the US, where eighty five percent of internet content is currently housed, will be markedly reduced. As data can be obtained from the cache server rather than a remote host, the time to access this information is reduced dramatically.

"CacheFlow's solution will help PowerTel provide optimal Internet performance to their corporate and wholesale customers, whilst making the most efficient use of available bandwidth. Deployment of our appliances within PowerTel's infrastructure will assist them to deliver the best web site response times possible" said Neal Meharg, Regional Director for CacheFlow Australia and New Zealand.

CacheFlow's technology will provide significant benefits for PowerTel's Telehousing customers. By enhancing Internet performance, customer websites will be able to deliver faster response times for their applications and the high level of scalability that is needed to attract and retain online customers.

PowerTel's CEO Stephen Butler said " We look forward to developing our relationship with CacheFlow. As our Australian customers capitalise on the scalable bandwidth now available by moving their business on line, it is essential that we are able to provide our customers with the best possible Internet performance. Together with their support offering, CacheFlow's appliances will afford us the improvements in response time and bandwidth efficiencies that will enable our high speed broadband platform to deliver this performance for our customers".

Both CacheFlow and PowerTel will be represented at ISPCon 2000 which begins today in Melbourne. ISPCon is the world's largest networking conference and exhibition of and for the Internet Service Provider Industry, its suppliers and specialist media. Patrick Choi, PowerTel's Director of Strategic Alliance and Product Development, is presenting on the topic of Virtual ISP - The Changing Paradigm for ISPs.

PowerTel announced today the appointment of Neil Verrall to the position of Director, Sales & Marketing. In his new role Mr Verrall will be responsible for the total revenue generation for PowerTel's sales within the Australian telecommunications marketplace.

PowerTel's CEO, Stephen Butler said "Neil brings to us more than eighteen years of telecommunications experience and this will be invaluable to PowerTel as we develop our customer base. We look forward to leveraging Neil's strategic strength in building business relationships with our key corporate and wholesale customers."

Previously Mr Verrall was National General Manager of Retail and Wholesale Trade, Major Account Sales for Telstra Business Solutions, where he was responsible for managing the total sales relationship with Australia's major retail and wholesale trade customers.

Mr Verrall also brings considerable expertise in business partnering programs, developing sales and marketing alliances with key IT&T organisations including Cisco Systems, Nortel, Unisys and NEC.

Mr Verrall said "Speed to market, absolute customer focus, leading edge technology and a low cost infrastructure enables Powertel to provide a unique offering for corporate and wholesale customers alike. I am excited about the business opportunities that PowerTel represents."

"In less than two years, PowerTel has built an extensive network from Brisbane via Sydney to Melbourne, a network at the forefront on new technologies such as MPLS. Without the old legacy systems, Powertel can ensure our customers have the in built flexibility critical in today's fast moving market. I am delighted to be working with the Sales, Marketing and Customer Care teams to strengthen PowerTel's position as the carrier of choice in this market" said Mr Verrall.

Mr Verrall has a Bachelor of Arts degree, and a post graduate degree in Management and Policy Administration.

PowerTel Ltd and Min-Tech 8 today announced an agreement by which Min-Tech 8 will have access to PowerTel's eastern seaboard fibre optic network. The two companies have signed a reseller agreement in which PowerTel will supply high speed broadband connectivity and capacity, enabling Min-Tech 8 to deliver quicker, more efficient and cost effective data and telephone carriage to rural and regional Australia.

Pat Volpe, Min-Tech 8's Executive Chairman commented " the reseller arrangement with PowerTel adds to the completeness of our National and Regional Carriage network. We are now able to wholesale high speed broad band to the Australian market and will work with PowerTel to provide our customers with communication economies".

"Min-Tech 8's regional "Smart City" strategy can now be fast tracked by the access to high speed broadband which will be coupled with our infrastructure and microdisk systems. We can provide the most efficient and modern technology required to rural and regional Australia. We will integrate with these communities, their members and businesses, to become the 'Smart City'".

Min-Tech 8 Directors believe that the provision of faster regional data, Internet and e-commerce services will enable regional communities and business to compete in new and growing global markets. Min-Tech 8 intends to establish relationships with key organisations throughout Australia, such as PowerTel, in order to deliver new telecommunication services and have access to larger bandwidth. The establishment of the "Smart City" is a key element in delivering economical telecommunications solutions for regional B2B and B2C requirements.

Stephen Butler, PowerTel's CEO commented " complementing Min-Tech 8's regional coverage with PowerTel's national network capabilities will enable the provision of high speed communications services to these regional areas. This agreement reinforces our commitment to enable wholesalers in regional and metro areas to expand and enhance their services."

Min-Tech 8 recently announced the formation of Regional and Rural Telecommunications (RRT) and the acquisition of Countrytowns.com.au. RRT has been established to market Min-Tech 8's telecommunications services into regional and rural Australia. RRT will establish Geelong and Ballarat as "Smart Cities" and deliver complete video and fast digital data communications within the region. Countrytowns.com.au provides the e-commerce B2B and B2C portal and will establish the home branding and carriage / ISP services into the country regions.

PowerTel commenced operations in 1998 and is focused on providing communications solutions to the corporate and wholesale markets in Australia. PowerTel has deployed the third largest fibre optic infrastructure in Australia, having recently completed their Sydney to Melbourne network build in June 2000.

PowerTel today announced the launch of Multiprotocol Label Switching (MPLS) technology, provided by Cisco Systems, the worldwide leader in networking for the Internet. Enabled by their Multi-Service Network Architecture, the deployment of MPLS will add value and business features to PowerTel's existing product portfolio.

MPLS is a globally emerging technology that provides significant business benefits for Service Providers and their customers. MPLS works by tagging data packets with information - or "labels" which specify route and service attributes, helping to speed packets to their destination with greater efficiency than a conventionally routed network.

MPLS facilitates networking efficiencies by allowing network managers the ability to provision bandwidth and quality of service. MPLS technology is expected to be particularly effective for businesses wishing to extend their mission critical, intranet-based applications to remote offices, mobile users and telecommuters.

MPLS also enables businesses to extend extranet links to their business partners, suppliers, key customers and communities of interest. It provides for applications such as on-line purchasing, and enables secure priority based access to authorised VPN (Virtual Private Networks) members.

PowerTel's CEO, Stephen Butler said, "For most companies, the starting point is to connect widely dispersed workgroups in an efficient and cost effective manner. The IP VPN environment provides an excellent vehicle to achieve maximum reach at minimal cost. MPLS technology will take us another step closer to achieving the quality of service that will enable Australian business to operate effectively on-line both locally and globally, with a guaranteed 24 x 7 service offering that can accommodate mission critical applications."

Cisco Systems Managing Director, Australia & New Zealand, Terry Walsh, said MPLS is increasingly being recognised by New World Service Providers and their customers as a logical enhancement to their VPN solutions.

"Businesses such as computer and communications companies, insurance, real estate, banking, finance and manufacturing are adopting VPN in place of private line or alternative data communications services to accommodate their increasing data communications needs," Mr Walsh said.

"With Cisco's MPLS technology, Service Providers such as PowerTel can construct highly scaleable and flexible IP Virtual Private Networks (VPNs) which support multiple service levels and therefore better serve their customers."

The new deployment will fully inter-operate with PowerTel's existing Cisco-based high speed ATM (Asynchronous Transfer Mode) network and will be used to improve performance and management of IP over ATM integration, Traffic Engineering and Virtual Private Networks. PowerTel has already deployed the Cisco ATM network solution to over 150 points of presence in the capital cities of Sydney, Melbourne, Brisbane, Adelaide, Perth and Canberra and will grow the network to over 325 points of presence by the end of 2000.

With MPLS, PowerTel customers will be able to prioritise traffic as labels are assigned automatically reducing manual intervention. As MPLS uses predefined sets of labels for each service class, switches automatically know which traffic requires priority queuing. The result is a guaranteed service delivery based upon application level service class priorities such as disaster recovery, TDM-quality real time voice, and real time video.

"We will begin to see more and more businesses able to control and grow their networks. Customers will be able to apply their own specific business policy to each Virtual Private Network to control security issues as access privileges, authorisation and accounting for remote users. They will be able to prioritise traffic and optimise their use of bandwidth where and when it is needed the most," said Mr Butler.

PowerTel has successfully completed MPLS trials and will be phasing in new service offerings over the next six months, with the first phase available to customers by September 2000.

PowerTel today announced the completion of their Sydney to Melbourne network link. The Sydney to Melbourne high speed system now completes the network infrastructure linking the eastern seaboard capital cities with 2,100 kilometres in less than two years.

PowerTel's CEO, Stephen Butler said "This is a significant milestone for PowerTel and a testament to our commitment to the Australian market. In a little over eighteen months we have designed and built the third largest fibre optic infrastructure in Australia."

"We have already seen the impact of our presence in the marketplace by enabling scalable data communications solutions for corporate and wholesale customers. We expect competitive activity to increase exponentially with a resulting reduction in prices for Australian business. We believe this will foster overall growth of electronic commerce applications, which in turn will increase demand for bandwidth" said Mr Butler.

Melbourne to Sydney traffic is estimated at approximately 60% of the total telecommunications revenue on the eastern seaboard. PowerTel expects to capitalise on this revenue opportunity, meeting corporate and wholesale customers requirements for scalable bandwidth now that their Sydney and Melbourne CBD/Metro optical networks are linked via the intercapital system.

Examples of products and services in use by PowerTel customers between Sydney to Melbourne include Leased Line, Frame Relay, Asynchronous Transfer Mode (ATM), Managed Router Services, LAN Bridging, Centrex, Voice and Internet.

Mr Butler said "The next wave of data driven applications is expected to result in tremendous volumes of traffic on to our network and will fundamentally change the face of the communications industry in Australia. Consider the potential for a business to sell on-line video between Sydney and Melbourne. Applications such as this require scalable bandwidth to meet a corresponding increase in demand. However, with high speed leased line services averaging more than $4 million per annum this business model is very difficult to justify on a cost per user basis. When bandwidth costs are reduced comparable to other markets where open competition exists, business models such as this can succeed."

PowerTel has recently signed a Memorandum of Understanding with key shareholder Williams Communications for capacity on the Southern Cross cable, providing customers with direct connectivity from Australia to the United States, where around 85% of the internet content sites originate. With Melbourne internet usage ranking second in Australia, a high percentage of traffic to Southern Cross along the Sydney to Melbourne intercapital route will be required to service the growing demand for scalable solutions.

Demand for Internet and multi media applications is forecast to grow by a factor of three every five years, translating into an exponential increase in demand for bandwidth. PowerTel's fibre network has been designed to match this demand, by deploying Dense Wave Division Multiplexing (DWDM) equipment on this route. PowerTel chose DWDM with its ability today to scale up to 80 Gbps on a single platform. This was in response to customer feedback which indicated that applications such as LAN Bridging would require the telecommunications network to scale to match gigabit per second speeds now prevalent on many corporate LAN's.

PowerTel will continue its network expansion with plans approved for St Kilda Road in Melbourne, metro fibre builds in Sydney and the Pacific Innovation Corridor link from Brisbane to the Gold Coast, culminating in more than 2,400 kilometres of fibre deployed by December 2000.

PowerTel has service agreements in place with Boeing Australia, Soul Pattinson Telecommunications, Vodafone, Macquarie Corporate and Ue Comm.

A new deal between two of Australia's fastest growing telecommunications carriers, Ue Comm and PowerTel, means that businesses on Australia's eastern seaboard now have increased options for providers of end to end optic fibre solutions.

The agreement links Ue Comm's fibre networks in the metropolitan areas of Melbourne, Sydney and Brisbane via PowerTel's interstate network, dramatically increasing the communications capabilities of both organisations.

Ue Comm's Managing Director, Keith Ondarchie, said that the agreement will bring benefits for customers of both carriers. "Customers of both Ue Comm and PowerTel can now take advantage of their carrier's increased service potential. With two substantial players now able to supply compatible services, customers can also expect all the flow-on benefits of increased competition."

Mr Ondarchie's sentiment was echoed by PowerTel Chief Executive Officer Stephen Butler.

"We welcome the opportunity to develop our relationship with Ue Comm. Both companies have fostered growth within the wholesale market in the relatively short time since deregulation. We believe Australian business will benefit from a true choice that can deliver the speed and reliability that any successful business must have." said Mr Butler.

PowerTel commenced operations in 1998 and today has deployed the third largest infrastructure in Australia. Their Sydney to Melbourne network build currently has less than five kilometres to go and is on target for completion by the end of June 2000.

Ue Comm was established in 1997 as a subsidiary of United Energy, Australia's third largest energy distribution and retail company. Today, Ue Comm has expanding metropolitan networks in Melbourne, Sydney and Brisbane.

The Chairman of PowerTel Limited, John Bumgarner, today announced progress over the past twelve months along with his outlook for the company.

Mr Bumgarner said "Our progress has been significant. In just over eighteen months PowerTel has built the third largest telecommunications infrastructure in Australia; and we are the fastest growing Telecommunications Company. We have fostered growth and competition within an industry where a duopoly has ruled for quite some time."

PowerTel's Sydney to Brisbane link of more than 1,000 kilometers was completed on time in September 1999, however, the Melbourne link has been delayed about four months. The Melbourne link has less than 100 kilometers to go and will be completed in June. To date PowerTel have achieved 2,100 kilometers of network deployed.

Building access, with 165 buildings accessed to date has been steady although slower than originally planned. The target of 325 buildings equipped is expected to be met on time in December 2000.

The impact of these delays has required a review of PowerTel's revenue projections, which now suggests an EBITDA positive forecast of Q3 or Q4 2001.

PowerTel today announced an alliance with Williams Communications, their major shareholder who has purchased bandwidth on the Southern Cross cable. "Our alliance with Williams enables PowerTel to provide international internet and business to business connectivity for the Australian market that is second to none" said Mr Bumgarner.

Achievements over the past twelve months have included the launch of core services: Asynchronous Transfer Mode (ATM), Leased Line and Frame Relay services, along with value added offerings Centrex, Co-locate and Managed Router Services. Development over the next twelve months and beyond will focus on enterprise solutions including wholesale dial up internet services, Internet Protocol Virtual Private Networks (IP-VPN) and e-commerce applications, as PowerTel moves from a construction to customer focus.

In December 1999, PowerTel announced an alliance with Boeing Australia Limited for the development of a secure e-commerce platform. The complementary skills of Boeing as a world class systems integrator combines with PowerTel's high-speed broadband infrastructure to provide customers with high-end, secure business to business e-commerce solutions. The first collaborative project "The Pacific Innovation Corridor", involves building a fibre link between Brisbane and the Gold Coast. The link is expected to be completed in October 2000.

PowerTel has continued its rationalisation program with the recent sale of the mobile reseller customer base to Vodafone. This removes the majority of original Spectrum business purchased by PowerTel in 1998. PowerTel is focused on building and operating a state of the art fibre-based network, providing corporate and wholesale customers a true third choice of infrastructure offering.

"I am confident that PowerTel is in an excellent position to take advantage of the exploding demand for bandwidth globally. As this demand reaches the Australian shoreline the strategic relationship with Williams will enable PowerTel to provide a superior end-to-end service on a global footing" said Bumgarner.

In other announcements PowerTel Director Hank Kolesnik retired at the Annual General Meeting and was replaced by Rod Sailor, currently Vice President of International Corporate Development for Williams Communications Group Inc's International Strategic Investments.

PowerTel Ltd (ASX:PWT) and Williams Communications (NYSE:WCG) are establishing new high-speed links between their market-leading networks in the United States and Australia, opening the Australian market to full participation in the explosive growth of the global Internet.

In conjunction with the agreement between PowerTel and Williams Communications, Williams has acquired significant capacity on the Southern Cross Cable Network, an undersea fibre optic cable linking Australia and New Zealand with Hawaii and the West Coast of the United States. Southern Cross is expected to begin carrying traffic in November, offering hundreds of times the capacity of current cables serving Australia.

"Our agreement with Williams Communications underscores our view that Australia is primed to be a major participant in a global economy driven by electronic commerce," said Stephen Butler, Chief Executive Officer of PowerTel. "With Southern Cross as a high-capacity link between our two next-generation networks, we will effectively remove the bandwidth bottleneck that has constrained many companies in Australia from extending their reach throughout the Pacific, to the U.S. and to the global marketplace."

In a Memorandum of Understanding, the companies have agreed to work together to develop a complete set of data and voice products and to send traffic to each other's networks on a "preferred vendor" basis. The agreement will see PowerTel and Williams Communications serving a market in which analysts expect to see a doubling of traffic volumes each year for the next five years.

"Williams Communications' new capacity on the Southern Cross network enhances the company's role as a worldwide provider of connectivity for the carrier market," said Howard Janzen, President and Chief Executive Officer of Williams Communications. "We are especially pleased to complete the physical connection with our strategic ally PowerTel - an alliance that will provide customers both in the U.S. and Australia with unsurpassed products and services."

The agreement further reinforces the strategic link between PowerTel and Williams. Williams is a significant shareholder in PowerTel and has played a strong role in the development of the company since it began building Australia's first next-generation network in August 1998. PowerTel now operates the third largest telecommunications infrastructure in Australia, having established fibre optic links between Brisbane and Sydney and is close to completing its Melbourne link. CBD networks have also been built and continue to expand within and around the main technology centres of Sydney, Melbourne and Brisbane.

The robust global framework of Williams Communications fully leverages their strong presence in the U.S. carrier marketplace and will provide PowerTel with additional opportunities for bandwidth links in the future.

Williams Communications has capacity agreements in place for fibre-optic cables between the U.S. and Europe; cables connecting the U.S. with China and Japan and an intra-Asian submarine cable linking important financial capitals throughout the Pacific Rim.

Williams Communications' award-winning U. S. network has more than 24,000 route miles in operation with a planned total of 33,000 route miles connecting 125 cities by the end of this year. Williams typically installs ninety-six to 144 fibres in every network build with multiple conduits, leaving spare conduits open to meet future needs. The fully integrated architecture of the Williams Multi-Service Broadband NetworkT couples ATM core switching with advanced optical networking technologies to provide carriers with data, voice, video and Internet services.

PowerTel, Australia's fastest growing telecommunications carrier, announced today a Strategic Relationship with Soul Pattinson Telecommunications (SPT) for the delivery of full network services. The deal is expected to generate in excess of $30m in revenues in the short to middle term for both parties.

Stephen Butler, PowerTel's CEO said, "We welcome SPT as a new and valued relationship for PowerTel. It is pleasing to see our vision of enabling wholesalers to operate effectively in the Australian market come to fruition. Our relationship is not only as a provider, but extends to new and complementary markets as we continue to focus on the main CBD areas, while SPT grows their regional focus. SPT and PowerTel have formed a joint sales and marketing committee to explore these opportunities. This represents a new wholesale paradigm shift as we work together to enable a better solution for our customers".

The agreement provides both parties with a fully diverse network offering, as the existing SPT microwave network is complemented by PowerTel's fibre optic network, and allows the parties to offer customers true diversity. Even the path into the building is diverse, as SPT utilises roof space, while PowerTel enter via the energy ducts in the basement of buildings.

The agreement also enhances each parties regional coverage with PowerTel gaining access to the SPT network in regional Australia and SPT having access to the extensive fibre network of PowerTel in and between the eastern seaboard capital cities.

Mr Rob Millner, Chairman of SPT said, "This is a unique offering in Australia. PowerTel and SPT have been able to join together two complementary technologies to provide a superior service offering. We see great potential for improving and increasing the telecommunications services available to regional Australia."

"Our supplier arrangements are also complementary, as we use the same Nortel Networks infrastructure termination and network management services adopted by PowerTel. This enables a highly resilient network, which is designed to meet the technical demands of digital television broadcasting in addition to that of other quality carriers and carriage providors. Our service level agreements show our commitment to quality of service" said Mr Millner.

The SPT network from Sydney to Brisbane is nearing completion and over the next twelve months SPT plans to complete its Sydney to Melbourne network and further expansion plans are already in place. Key targets for the partners are television broadcasters, government and banking sectors where high quality, highly secure networks are required.

SPT owns and operates a high capacity, digital broadband telecommunications network. SPT have drawn on the telecommunications and commercial television broadcasting experience of the NBN Television Group, a Channel Nine affiliate.

SPT is a wholly owned subsidiary of Washington H Soul Pattinson, a publicly listed Australian company.

SYDNEY, Australia - Australian telecommunications carrier PowerTel [ASX: PWT] has selected Nortel Networks* [NYSE/TSE: NT] to provide the remote access infrastructure for its nationwide wholesale service provider network under a contract estimated to be worth more than US$11 million.

PowerTel (www.powertel.com.au ) plans to use this new access network to provision dial-up Internet access to Internet Service Providers (ISPs) and Applications Service Providers (ASPs) across Australia. Powertel will also provide associated operational support systems, enabling ISPs and ASPs to maintain their focus on core business competencies by cost-effectively outsourcing network infrastructure requirements.

"PowerTel is committed to being the communications solutions provider of choice to corporate and wholesale markets in Australia," said Stephen Butler, chief executive officer, PowerTel. "The unique design of our fiber optic ATM backbone and state-of-the-art Network Operations Center means we can provide an IP infrastructure that enables Internet and applications service providers to focus on their core business."

"PowerTel is ideally positioned to benefit from the next phase of Internet growth in Australia, where new players are using the Web for innovative customer solutions," said Kym Evans, general manager, Carrier Accounts for Nortel Networks in Australia and New Zealand. "Cost-effective Internet access adds an important piece to the overall solution PowerTel can now offer its wholesale carrier customers."

"Nortel Networks has been pivotal in the establishment of our network to date through their provisioning of our voice switching and transmission equipment," Butler said. "We look forward to extending this strategic relationship into the Internet Services domain, with Nortel Networks providing us the equipment, services and most importantly quality of service that will culminate in a high performance, stable and secure wholesale dial-up network."

Nortel Networks is a global leader in telephony, data, eBusiness, and wireless solutions for the Internet. The Company had 1999 U.S. GAAP revenues of US$21.3 billion and serves carrier, service provider and enterprise customers globally. Today, Nortel Networks is creating a high-performance Internet that is more reliable and faster than ever before. It is redefining the economics and quality of networking and the Internet through Unified Networks* that promise a new era of collaboration, communications and commerce. Visit us at www.nortelnetworks.com.

PowerTel's Annual General Meeting will be held on:

Date: Monday 15th May
Time: 11am
Location: Australian Stock Exchange, Sydney

For further information please contact:

Mrs Sonya Crosby,
Investor & Public Relations Manager,
PowerTel
Tel 61 2 8235 3865.
crosbys@powertel.com.au

Telecommunications carrier PowerTel Ltd today announced the transfer of its current mobile customer base to Vodafone, who have agreed to purchase active customers as at 31 May, 2000. PowerTel inherited the Vodafone mobile reseller business when it purchased Spectrum Network Systems in August 1998, and over the past twelve months have implemented a program of rationalisation, including the removal of low margin resale trading.

PowerTel's focus is completing the build of a high-speed fibre optic Asynchronous Transfer Mode (ATM) infrastructure along the eastern seaboard of Australia. To date more than 1900 kilometres of fibre have been laid and expansion plans are to continue deploying fibre within the key CBD's and technology centres.

PowerTel's CEO, Stephen Butler said "It is entirely appropriate for this reseller business to be purchased by Vodafone, where mobile management is a core focus. Vodafone's systems and support mechanisms have been developed specifically to service this area and our existing mobile customers will be well catered for. We continue to work closely with Vodafone in developing our complementary skill sets".

Vodafone has been responsible for the provision of mobile network services to PowerTel customers. These customers will now receive their entire service offering through Vodafone, including billing and customer care services.

PowerTel's core product suite consists of data and voice services, with a growing focus on added value services heralded by the recent launch of their managed router services, along with an outsourced arrangement for the PABX called Centrex, and Internet connectivity.

PowerTel is now the third largest telecommunications carrier in Australia in infrastructure size, having established fibre optic links between Brisbane and Sydney, while close to completing the Melbourne link. CBD networks have also been built and continue to expand within and around the main technology centres of Sydney, Melbourne and Brisbane.

PowerTel, which is nearing completion of its fibre-optic communications network serving Brisbane, Melbourne and Sydney, will transition to new leadership as it moves more fully into an operational mode over the next weeks, Chairman John Bumgarner said today.

Stephen Butler, an experienced telecommunications executive who has been with PowerTel since 1998, will become Chief Executive Officer of the Company effective 30 April, Mr Bumgarner said.

Mr Butler replaces Gary Dupler, who since 1998 has served as Chief Operating Officer and then Chief Executive Officer of PowerTel. He is returning to the United States for personal and family reasons Mr Bumgarner said.

"Gary Dupler has done a fine job in establishing PowerTel's fibre optic network and positioning the company to offer a wide range of services to other communications carriers and to businesses in Australia," Mr Bumgarner said. "We wish him well in his future in the United States."

Mr Bumgarner said Mr Butler is well positioned to take charge of the company, having previously served first as Director of Engineering, Plant Construction and Planning and more recently as Head of Operations. "Mr Butler has been responsible for the highly successful roll-out of the PowerTel network and cabling of the central business districts of Brisbane, Sydney and Melbourne, all in record time," Mr Bumgarner said.

"The final leg of the network is nearing completion and will be fully operational in May. We are delighted that Stephen will be leading PowerTel as we ramp up usage of the network and fulfill our commitment to deliver unparalleled service to our customers and implement our growth plans."

Mr Butler graduated from Texas A&M University in 1989 with a Bachelor of Science - Electrical Engineering degree and has worked in the telecommunications industry in the United States and in Australia. He held a number of senior positions in operations and network engineering and in network management in a number of companies, including WorldCom, MCI Telecommunications and IXC Communications, before joining PowerTel when it was formed in 1998.

In his prior position at PowerTel, he has been responsible for Data and Switch Network Engineering, Network Operations, Outside Plant and Civil Construction, and Facilities and Business Planning, which together employ almost half the people in the company.

Stephen resides permanently in Australia, where he married five years ago, and lives in Sydney with his wife and young son.

PowerTel announced today that Mr John Troy has resigned as a Director of PowerTel Limited.

Mr Troy is a director of the TVG Asian Communications Fund and Telecom Venture Group Limited. He joined the PowerTel board in 1997 when TVG was issued 50 million preference shares for a consideration of A$25 million. TVG is an investment fund with a defined term, and accordingly has recently disposed of virtually all of its holdings in PowerTel. As TVG is no longer a significant shareholder, Mr Troy has elected to resign from the board.

PowerTel announced the appointment of Mr Richard Griffin as a Director of PowerTel Limited. Mr Griffin is an independent director and has a long-standing association with Australian business, including Schroders Australia Holdings Ltd of which he is currently Deputy Chairman.

Other directorships include the Territory Insurance Office and Premier Oil Australasia Limited.

Previously Mr Griffin has been Chairman of Costain Resources Limited and Australian Medical Enterprises Limited, and a director of Private Development Finance Corporation of Indonesia, and Network Ten Holdings.

PowerTel is launching into the future of value added communications solutions with its latest product release. PowerTel's FUTURE FIRST product launches will be held in Brisbane, Sydney and Melbourne over the next week.

PowerTel is strengthening its focus as a managed business solutions provider to corporate and carrier markets in Australia. Building on the basic access technologies of Leased Line, Frame Relay, and ATM, PowerTel's second phase of product offerings include managed data and voice solutions as well as Internet services.

PowerTel will now offer end-to-end management of all infrastructure, providing a multi-service aggregation network. Customers will receive economies through a single layer approach to infrastructure, visibility and management, with minimised points of failure, reduced capital expenditure, along with reduced provisioning and on-site skill requirements.

PowerTel's CEO Gary Dupler said "We are focused on being a major player in the Australian telecommunications market through the development of true corporate and wholesale value-added products 'enabling' our customers to stay ahead of the competition".

Products launched include PowerTel Centrex, a 24-hour, seven day per week, fully managed voice PABX solution for dynamic business environments. This service replaces the need for traditional PABX systems through provision of a direct link from the customer handset back to the PowerTel switch. PowerTel customers will enjoy fiscal benefits with minimal capital outlay required, while keeping up with technology, as PowerTel facilitates software upgrades at the network operations centre.

"Ultimately, PowerTel aims to provide fully managed intelligent business solutions to our customers, allowing them to focus on the establishment and achievement of their core business goals" Mr Dupler said.

PowerTel is now the third largest telecommunications carrier in Australia, in terms of infrastructure, having established network links between Brisbane and Sydney, and soon to complete the Canberra and Melbourne links. CBD networks have also been built and completed in Sydney, Melbourne and Brisbane.

ALLIANCE FORMED WILL BENEFIT QUEENSLAND BUSINESS

A world-class alliance for the provision of a fully integrated communications network has been formed between Boeing Australia and PowerTel. Mr Lindsay Pears, General Manager of Boeing Australia, and Mr Brian Finn, Deputy Chairman of PowerTel, will launch the alliance and announce key projects at the Gold Coast in March.

According to a spokesperson for the Boeing PowerTel alliance, the collaboration between the companies will enable "Queensland businesses to genuinely compete in the global market by providing a fully integrated voice, data, video and wireless network over a high security environment".

The Boeing and PowerTel relationship has arisen out of the need for large businesses to have cost effective E-commerce and supply chain management solutions and for smaller stakeholders to realise cost benefits when competing for products and services in the IT&T and multimedia sectors.

Boeing's Managing Director, David Gray commented that "the respective capabilities and skills of both companies are complementary. They will work together to provide a strong and unique offering to Queensland business".

Boeing Australia's Information and Communication Systems division is part of The Boeing Company; a US-based world leader in complex systems integration and communications network management. In its contribution to the alliance Boeing Australia will provide high-end skills in Virtual Private Network (VPN) management, non-terrestrial infrastructure and services, mobile RF communications and data services, embedded security systems and a suite of value added applications and services including web based consumer/supplier interfaces and data vaulting with disaster recovery backup.

The broadband infrastructure capability that PowerTel brings to the alliance will ensure world class optical fibre links between key sites throughout Queensland and the rest of Australia. PowerTel is a publicly listed company whose major shareholders are Williams International and Downtown Utilities, a group comprised of City Power, Energy Australia and Energex. PowerTel have established a broadband carrier infrastructure with links between Brisbane/Gold Coast, Sydney, Canberra, and are in the final stages of completing their Melbourne link. PowerTel not only provide retail telephony and data services to customers, but they also supply wholesale carriage to other telecommunications carriers. PowerTel's CEO, Gary Dupler believes that "our ownership of infrastructure allows us to aggressively compete against other carriers for the corporate market".

The strategic alliance between Boeing Australia and PowerTel will lead to important cost benefits to Queensland business, with the added security of world-class telecommunications and e-commerce know-how.

Released by:

Mrs Sonya Crosby,
Investor & Public Relations Manager,
PowerTel
Tel 61 2 8235 3865

Dr Sally-Maree Scott
Communications Support Centre Manager
Boeing Australia Limited
Phone: (07) 3306-3417

The Chairman of PowerTel Limited, John Bumgarner, today announced the Company's results for the year ended 31 December 1999. PowerTel has changed it's financial year-end to 31 December from 30 June and this is the first full report under the new arrangement.

Sales revenue for the twelve months to 31 December decreased by 19%, from $60.6 million to $49.2 million. The Company incurred an operating loss, after abnormal items, of $38.4 million, an increase of $3.9 million (11.1%), compared to the prior twelve months. Abnormal items for the period were $8.9 million, including a $5.8 million write-off of an investment in Ellipso.

In making the announcement, Mr Bumgarner said: "Operating results were in line with our expectations. Revenue reduced as a result of discontinuing low margin activities and closing the unprofitable mobile satellite tracking business. Both activities were established by our predecessor organisation, and signify the conclusion of one of the last major transactions from Spectrum Network Systems.

"During 1999 we committed over $230 million in deploying our state-of-the-art network. The Brisbane-Sydney portion was completed on schedule and we expect the Sydney-Melbourne section to be ready for operation in the second quarter of 2000. In addition, more than 1,800 of the previously committed 2,200 kilometres of optical fibre has been laid, including the Brisbane, Sydney and Melbourne CBD's."

"Progress in attracting major customers for the services we will provide has been encouraging and confirms our belief that PowerTel's facilities and products are superior and our charges highly competitive."

"We plan to commit up to $100 million in additional facilities and products in year 2000."

The PowerTel Chief Executive, Gary Dupler, commented further: "We are pleased with the progress we have made. Strong demand for our services will drive a significant increase in revenue when the link to Melbourne is completed in the second quarter. Because of that strong demand, we will bring forward our plans for expansion of the network and the services we provide."

"Later this month, we will launch a range of new products, including a range of managed services designed to assist customers in outsourcing the management of their telecommunications requirements, and includes Co-Locate services along with a PABX outsource solution called Centrex. A range of Internet Protocol based services built on ATM, Frame Relay and Leased Line Access transport services is also planned for release in March."

"We have great confidence that the year 2000 will see PowerTel established and recognised as a leading provider of telecommunications solutions to the corporate and carrier markets in Australia."

Boeing and PowerTel Enter E-Commerce Race

At 2:00pm today (Wednesday March 8, 2000) the Honourable Mr Terry Mackenroth, Minister for Communication and Information, Local Government and Planning and Minister for Sport, will launch an alliance between Boeing Australia and PowerTel Limited that will provide a high-end E-commerce facility for the Pacific Innovation Corridor. Other speakers at the launch will be Lindsay Pears, General Manager Boeing Australia, Deputy Chairman of PowerTel Limited, Brian Finn, and Councillor Gary Baildon, Gold Coast City Mayor.

The Pacific Innovation Corridor, which has commonly become known as PIC, is an extensive communications network that will facilitate business-to-business E-commerce. Commercial and government centres that are within the PIC catchment area will be offered connection to a Totally Managed Data Service that represents significant cost-efficiencies.

PowerTel's CEO, Gary Dupler says "The Boeing PowerTel solution for PIC is a total end-to-end service that includes the design of customer interface requirements that will ensure a seamlesss connection to the broadband network".

For their contribution to the collaborative project, PowerTel will provide a fibre optic network that has been constructed and fused into a fully compliant, open standards system. Gary Dupler contends that PowerTel has "had the rare luxury of designing a grand scale network without the limitations of having to integrate or leverage a legacy topology or technology".

PowerTel can leverage from the experience of their majority shareholder Williams Communications, a US-based company with more than $25 billion in assets. They have successfully built and managed fibre optic networks in the US and South America. PowerTel deliver significant opportunities of scale with the capability of STM1 and STM16 (155Mbps to 2.4Gbps) platforms. This capacity will ensure that subscribers will enjoy low cost, uninterrupted access to high data rate communication within the network, and through it, access to international networks at much higher data rates than currently available.

As a wholly owned subsidiary of one of the world leaders in communication systems, Boeing Australia will bring a sophisticated software solution to the PIC project. Boeing's Data Carriage and Information Management Services is an integrated package that delivers a high-end product to enable businesses rapid and reliable E-commerce opportunities. Lindsay Pears has suggested that it is the wide skill base within Boeing that gives his team the leading edge; "The skill base provides a product range that is of an intellectual rather than manufacturing nature and one that provides business activity at the high end of the technology scale".

Boeing Australia will support the PIC by providing software development, applications development, systems integration, business systems development and information and knowledge management. The greatest value for business is the increased capacity for business-to-business E-commerce; the integration of local businesses into a world class network that will ease international transactions; and the cost efficiencies associated with high-speed systems integration and broadband networks.

The Boeing PowerTel alliance will work on the Pacific Innovation Corridor as the first project of the collaboration. Working with business and government, the Boeing PowerTel alliance represents innovation and the entry of Queensland into the cutting edge of communications technology.

Released by:

Mrs Sonya Crosby,
Investor & Public Relations Manager,
PowerTel
Tel 61 2 8235 3865

Dr Sally-Maree Scott
Communications Support Centre Manager
Boeing Australia Limited
Phone: (07) 3306-3417

GoConnect today announced the signing of an agreement with major Australian telecommunications carrier PowerTel for the provision of Internet dial-up access services. Supported by the PowerTel network, GoConnect will commence Internet access for its members in March 2000. GoConnect has already secured in excess of 200,000 registered members. The Company is targeting to have in excess of 500,000 members before the end of this year, which will make it a dominant Internet service provider (ISP) in Australia, offering free Internet access to its members.

PowerTel has developed a high quality, cost effective wholesale offering utilising its Asynchronous Transfer Mode (ATM) fibre network and state of the art remote access servers. Unencumbered by outdated legacy style infrastructure, PowerTel has been able to realise and pass on direct fiscal benefits to customers such as GoConnect.

In keeping with GoConnect's philosophy that Internet access should be free, GoConnect's free Internet access service is not intended to place any restrictions on Internet access available to members. GoConnect's revenue will be generated from advertising, delivered through its GoTrek proprietary technology, and e-commerce.

Mr Gary Dupler, CEO of Powertel, said "PowerTel intends to be a significant force in the Australian internet market. We are developing a state of the art network using an Internet Protocol centric backbone, provided by Cisco Systems and Nortel. The capabilities of this backbone will be sold to ISP's on a wholesale basis with competitive pricing and flexible terms, enabling them to concentrate on marketing content and services directly to end-users. Our initial rollout will be in major cities including Brisbane, Sydney, Canberra, Melbourne, Adelaide and Perth, with further plans to serve a large portion of the regional ISP market. We are very pleased to be selected as GoConnect's network partner and look forward to contributing to their success."

Mr David Tam, Managing Director of GoConnect, said "We have achieved a major milestone today in the formation of a strategic business partnership with Powertel. This partnership ensures the delivery of a world class Internet access service to GoConnect members. Powertel being a shareholder in GoConnect Ltd further cements the partnership. In the longer term, this partnership will deliver significant value to our two companies."

Emerging telecommunications carrier PowerTel today announced it will co-sponsor the BRW Corporate Triathlon Series beginning in The Gold Coast on 12 March 2000. The popular series will also involve races in Sydney, Melbourne, Adelaide and Perth, offering corporate teams the opportunity to compete in the new Olympic sport. As part of their commitment to the triathlon series, PowerTel has joined with BRW to design an innovative brand "X3". The brand logo alludes to the three triathlon disciplines and will appear on all triathlon advertising, start and finish arches, uniforms and t-shirts.

"PowerTel is happy to support this event. The triathlon series is all about teamwork and fun, healthy competition. At PowerTel we like both teamwork and competition," said Gary Dupler, PowerTel Chief Operating Officer.

The series has become an annual social event among Australia's business sector and in the past has had the involvement of some of Australia's biggest and best known companies including: AMP, ANZ, BHP, Coles Myer, Commonwealth Bank, Hewlett Packard, Holden, IBM, Merrill Lynch, NAB, Panasonic Telstra, Toyota and Westpac.

The PowerTel / BRW Corporate Triathlon Series has a charity component with a donation being made to the recipient charity in each state. Teams also compete to raise the most money for this charity and then be awarded the "Charity Cup".

Dates for the series are:

Race 1	Gold Coast	March 12, 2000
Race 2	Melbourne	March 19, 2000
Race 3	Perth	March 26, 2000
Race 4	Adelaide	April 2, 2000
Race 5	Sydney	April 9, 2000

PowerTel Limited and Boeing Australia Limited have agreed to team together to jointly pursue communications and systems integration opportunities, typically large scale complex systems, as and when they arise. At present no joint opportunities have been identified. It is anticipated that potential joint opportunities will, subject to the results of a feasibility study, lead to the expansion of the PowerTel backbone network to selected areas. Under this arrangement PowerTel will also have the opportunity to supply the internal telecommunications for Boeing in Australia.

S Allan
COMPANY SECRETARY.
© Australian Stock Exchange Feed

PowerTel Limited, Australia's latest premier telecommunications carrier, today launched its ATM and Frame Relay services. The services will support multiple applications through a single network access interface, and provide comprehensive metro-to-national connectivity. In launching its ATM and Frame Relay services, PowerTel has the added advantage of designing a grand scale network - without the limitations of having to integrate or leverage a legacy topology or technology. As well as ensuring a degree of increased technological redundancy, speed and robustness of switching, the company has been able to realise and pass on direct fiscal benefits derived from the absence of a commercial model.

This is largely due to PowerTel's partnership with the Down Town Utilities consortium which has eliminated massive physical ducting construction and the use of a cumbersome legacy infrastructure.

"We want Australian businesses to enjoy the flexibility of deploying and re-deploying compliant equipment as the dynamic needs of their enterprise evolves. PowerTel has realised that this flexibility is no longer a luxury, but a necessity in today's rapidly changing communications environment," said Stephen Butler, PowerTel's Chief Technical Officer and Director of Engineering and Construction.

From the network terminating equipment to the core transport protocols, PowerTel has ensured that all devices and methodologies have been constructed and fused into a fully compliant, open standards system. This purity of architecture and directness of implementation means increased flexibility and responsiveness - you get what you need when you need it, without major reconfigurations, adaptors or translators.

PowerTel's ATM and Frame Relay Services operate via a number of fully meshed CISCO BPX's, and enable PowerTel's customers to enjoy data transmission of mission-critical applications at light speed from each building on the PowerTel network.

Operating at speeds of 64Kbps to 622Mbps which will scale to 2.5Gbps, PowerTel's ATM technology has been designed from the ground up to support integrated voice, video and data communications, and is particularly apt at handling high speed WAN transmission bursts.

"With data traffic now becoming more prominent than voice traffic on public telephone networks, PowerTel is deploying infrastructure based on ATM to cope efficiently with the increased data load and the existing legacy network requirements," said Butler.

"Our fibre optic network infrastructure eliminates the traditional telco layered network architecture and creates a vehicle to provide multi-megabit data networking between buildings and cities. The services we have launched today will change the dynamics of the Australian business environment by providing an integrated alternative to existing systems," added Butler.

POWERTEL'S ATM SERVICE

PowerTel's ATM Services will offer customers scalable broadband solutions to meet their data networking requirements. The service will provide users the flexibility to support applications such as voice, data, multimedia and video through a single network access interface at the customer's premises.

"ATM is the solution to supporting the growth of time-sensitive and bandwidth sensitive technologies such as video conferencing and multimedia. Our customers are not locked into a single equipment vendor, and are able to easily integrate and leverage their legacy technology investments," said Butler.

Using PowerTel's ATM Services, customers will be able to:

	Leverage buying power by consolidating multiple services and technologies;
	Decrease overall costs;
	Realise better economies of scale;
	Reduce equipment requirements, by increasing functionality and reducing exposure to technological redundancy; and
	Improve the overall efficiency of their networks by increasing its level of intelligence

PowerTel ATM is a native cell-based, connection oriented and data-transmission service, which allows customers to integrate all types of traffic. It will allow users to prioritise services to support multiple types of traffic throughout the network. The service supports multiple ATM service classes, as defined by the ATM Forum, allowing organisations to finetune their network based on their individual business parameters.

POWERTEL'S FRAME RELAY SERVICE

PowerTel Frame Relay is a high-speed packet-switched data carriage service, which offers the benefits of high-speed transmission via low-cost virtual circuits. Designed for environments where many-to-many connectivity is required and LAN traffic is prevalent, PowerTel Frame Relay service provides the ability to handle unpredictable 'bursts' of traffic above 'subscribed' bandwidth.

As a highly cost effective alternative to leased line services, PowerTel Frame Relay provides a smooth migration path to higher bandwidth technologies such as ATM.

With service access speeds from 128Kbps to 2Mbps, PowerTel will offer seamless metro-to-national connectivity using state-of-the-art switching technology. Our Frame Relay service inter-operates with our ATM service so customers have a future path to higher bandwidth applications. PowerTel Frame Relay Services can be used to meet a variety of business requirements such as application sharing, file transfer, data backup and email offer an industry-leading complement for access option.

PowerTel today inaugurated its Network Operation Centre with a commitment to "lift the bar" for customer service for corporate customers and wholesalers.

The state-of-the-art Network Operation Centre features a huge video wall, enabling engineers to monitor and manage all elements of the PowerTel network. The giant screen, visible to passers-by on the street, will display supporting graphical information to assist in the detection and resolution of service affecting problems

The Network Operations Centre and PowerTel's Customer Care Call Centre are located at PowerTel's new Sydney headquarters at 55 Clarence Street. The $7 million dollar facility, which spans 3,400 sq metres, will enable 140 PowerTel staff to operate under one roof in servicing corporate and wholesale customers.

"The Network Operations Centre, which will operate 24 hours a day, seven days a week, is testimony to our ability and commitment to deliver a quality-focused customer service. We are well on the way in constructing the best fibre optic network infrastructure, with supporting customer care and maintenance features, on Australia's East Coast," said Gary Dupler, Chief Operating Officer of PowerTel.

"We are also pleased to demonstrate today a live link between Sydney and Brisbane, which is being carried exclusively on PowerTel's own network," Mr Dupler added.

The live link was inaugurated by the Federal Minister for Communications, Senator Richard Alston and the Queensland Minister for Communication and Information, Mr Terry Mackenroth.

The completed link between Sydney and Brisbane will see PowerTel deliver new and upgraded telecom facilities for key regional towns such as Toowoomba, Tamworth, Singleton and Newcastle.

The company is committed to growing its workforce, already 200 strong, to 800 in the next few years, offering Australians a chance to be a part of an exciting industry.

"PowerTel is on track to complete its East Coast network by January 2000. This rapid rollout demonstrates how the Australian business environment is receptive to new companies and services that are prepared to work with Australian organisations and invest meaningful amounts of capital.

"The payoff for Australia from this and other telecommunications investment more infrastructure, more choice and lower costs for networks and other telecommunications providers," Mr. Dupler said.

PowerTel has already committed over $200 million to develop a new network and infrastructure. To date the company has executed its network rollout in three CBDs, laying a total of 125 kilometres of fibre, in just under five months.

The process of installing PowerTel's fibre optic network has been accelerated through ready access to the existing ducts provided by the DTU consortium Energy Australia, Energex and Citipower. With rapid installation and relatively little disruption, for instance, little or no digging of pavements outside buildings, PowerTel is bringing the benefits of an all-fibre network to the CBDs of Sydney, Melbourne and Brisbane.

As a result of these developments, PowerTel is set to offer data, voice and fax, leased lines, ATM and Frame Relay services by January 2000.

"We would like to think that where there is power, there is PowerTel, and we are committed to meeting this goal in the not too distant future," said Dupler.

The Chairman of PowerTel Limited, Mr John Bumgarner, today announced an operating loss of $27.9 million for the twelve months to June 30, 1999. This result is in line with expectations and compares to a loss of $27.7 million for the prior year. Revenues were $56.4 million, a reduction of 11.1% on 1998, as a result of the company reducing unprofitable revenue. The result includes $6.5 million of abnormal losses.

Commenting on the results, PowerTel's Chief Operating Officer, Gary Dupler said, "The rollout of our fibre linking Brisbane and Sydney is on schedule and close to completion. We have completed the network for the CBD's in these cities, laying more than 100 kilometres of fibre in less than 5 months. Our Network will be fully operational in January 2000."

PowerTel is progressing rapidly. We have established our national headquarters at 55 Clarence Street in Sydney, with more than 4,400 square metres of office space, a major voice switching facility and a data centre. Our Network Operations Centre, the most advanced in Australia, will become operational later this month.

To date, PowerTel has installed fibre to more than 200 buildings in Brisbane, Melbourne and Sydney. The installation work has been accelerated through access to existing cable ducts provided by the Electricity Utilities who are shareholders in PowerTel - Energex, CitiPower and EnergyAustralia.

The total investment in the network in the past year has been more than $76 million.

With the ability to provide a full range of services in data, voice, fax, leased lines, ATM and Frame Relay services from the beginning of next year, we are confident that we will quickly become established as a major player in the telecommunications business in Australia.

CHANGE TO THE ACCOUNTING YEAR

PowerTel has changed its accounting year to end on 31 December, rather than 30 June. The attached results are for the 12 months to 30 June 1999. The next Annual Report will be for the 18 months to 31 December 1999.

CHANGE TO DIRECTORS

The Board has appointed S. Miller Williams to be a Director of PowerTel. Miller is Senior Vice president, International Strategic Investments, Williams Communications Inc. and replaces Jacob D. Steelman who resigned as Director and Company Secretary of PowerTel today.

PowerTel Limited, Australia's latest provider of data and voice services, has launched an outdoor and print advertising campaign, reflecting the company's strategic commitment to building a leadership position in the Australian telecommunications industry.

The brand building campaign themed "FIRST" is PowerTel's way of saying they will put their customers business first - by delivering innovative and effective telecommunications solutions to the Australian corporate and carrier markets.

"Telecommunications companies need to differentiate themselves in a way that actually means something to their customers. We believe our national advertising campaign does this. Our ads are designed to be striking and reinforce the fact that we are the first of the new breed of telecommunications companies. They also conceptualise the beginning of a brand new network - the first of the new generation of networks," said Evelyn Moore, PowerTel's director of sales and marketing.

"We have chosen a look and feel that is bold, and the images we selected for the ads are evocative, intriguing and depict something that was a first in history. They use well-known and accepted images from the worlds of science and technology to reinforce the "FIRST" theme. PowerTel is here to make a difference and the campaign reflects our commitment to leading the revolution that is seeing data and voice services converge at extraordinary speed.

"We found there was a lot of competition in the market and not a huge point of differentiation between advertisements developed by other telecommunications companies. We are a company that is here to solve problems differently and the "FIRST" theme provided us with an opportunity to assume an expert position in the telecommunications marketplace. Our aim is to concentrate on positioning PowerTel in a striking and authoritative manner," added Moore.

Some of the visuals that Australians can expect depict images that are immediately associated with a sense of achievement.

As part of the new campaign, PowerTel's advertisements will be seen on supersites at major thoroughfares leading into the cities of Sydney, Melbourne and Brisbane ; enroute to domestic airports, as well as light boxes in the domestic airport terminals in the three cities. This will be complemented by an aggressive print campaign targeting main national and state newspapers as well as business, IT and telecommunication publications.

PowerTel will embark on a six week brand building campaign with the "FIRST" ads and this will be followed by six weeks of product-driven ads relating to PowerTel's leased lines, frame relay, ATM, and voice services.

This will provide the platform for PowerTel's campaigns going forward into year 2000.