I. We have audited the consolidated financial statements of Telefónica O2 Czech Republic, a.s. and its subsidiaries (“the Group”) as at 31 December 2009, presented in the annual report of Telefónica O2 Czech Republic, a.s. (“the Company”) on pages 99–159, on which we have issued an auditors’ report dated 19 February 2010, presented in the annual report on page 101. We have also audited the separate financial statements of the Company as at 31 December 2009, which are presented in the annual report of the Company on pages 160–220 on which we have issued an auditors’ report dated 19 February 2010, presented in the annual report of the Company on page 162 (both referred further as “financial statements”).

II. We have also audited the consistency of the annual report with the financial statements described above. The management of Telefónica O2 Czech Republic, a.s., is responsible for the accuracy of the annual report. Our responsibility is to express, based on our audit, an opinion on the consistency of the annual report with the financial statements.

We conducted our audit in accordance with International Standards on Auditing and the related implementation guidance issued by the Chamber of Auditors of the Czech Republic. Those standards require that we plan and perform the audit to obtain reasonable assurance as to whether the information presented in the annual report that describes the facts reflected in the financial statements is consistent, in all material respects, with the financial statements. We have checked that the accounting information presented in the annual report on pages 6–96 and 221–226 is consistent with that contained in the audited financial statements as at 31 December 2009. Our work as auditors was confined to checking the annual report with the aforementioned scope and did not include a review of any information other than that drawn from the audited accounting records of the Company. We believe that our audit provides a reasonable basis for our opinion.

Based on our audit, the accounting information presented in the annual report is consistent, in all material respects, with the above-mentioned financial statements.

III. In addition, we have reviewed the accuracy of the information contained in the report on related parties of Telefónica O2 Czech Republic, a.s., for the year ended 31 December 2009, presented in the annual report of the Company on pages 227–236. The management of Telefónica O2 Czech Republic, a.s., is responsible for the preparation of the report on related parties. Our responsibility is to issue a report based on our review.

We conducted our review in accordance with the applicable International Standard on Review Engagements and the related implementation guidance issued by the Chamber of Auditors of the Czech Republic. Those standards require that we plan and perform the review to obtain moderate assurance as to whether the report on related parties is free from material misstatement. The review is limited primarily to enquiries of company personnel, to analytical procedures applied to financial data and to examining, on a test basis, the accuracy of information, and thus provides less assurance than an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

Based on our review, nothing has come to our attention that causes us to believe that the report on related parties of Telefónica O2 Czech Republic, a.s., for the year ended 31 December 2009 is materially misstated.

Ernst & Young Audit, s.r.o.
Licence No. 401
Represented by

Brian Welsh
Partner

Radek Pav
Auditor,
Licence No. 2042

31 March 2010
Prague,
Czech Republic