EANS-News: Publication pursuant to Sec 82 Para 9 of the Stock Corporation Act Report by the Management Board of Telekom Austria AG with Regard to the Employee Participation Program

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Company Information/Mandatory Publication

Wien (euro adhoc) - Participation Program for Employees Who Do Not
Receive Stock Options:

On the basis of authorizations resolved in the annual general
meetings from 2006 to 2009 to use repurchased treasury shares for
voluntary allocation to employees without consideration, in 2006 with
the approval of the supervisory board, the management board developed
an Employee Participation Program for those employees not
participating in the Stock Option Program ESOP for the management
board and directors of the company, and to date issued three tranches
in the years 2006, 2007 and 2008. The management board of Telekom
Austria AG now reports about the issuance of shares to employees,
which is intended for the last tranche 2009 of this Employee
Participation Program:

Authorization by the Annual General Meeting:

At the annual general meeting on May 20, 2009, the management board
was authorized to acquire bearer or registered treasury shares up to
the maximum extent legally permitted, during a period of 30 months
from the day of this resolution at a minimum price of EUR 1 and a
maximum price of EUR 30 per share. The management board is also
entitled to use treasury shares for issuance to employees of the
company or of an affiliated company with or without consideration.

Exercising the Authorization:

By exercising the authorization of May 20, 2009 a voluntary Employee
Participation Program without consideration was designed for the
years 2009/2010. There is no right to claim further share allocation
in the following years. With regard to the tranche 2009/2010 the
management board resolved on November 30, 2009 to allocate shares
with a value of up to EUR 300 maximum to employees who qualify. This
resolution is subject to approval by the supervisory board.

Principles and Incentives of the Employee Participation Program:

For quite some time a stock option program (ESOP) for the management
personnel of the group of companies has been in place by which the
management personnel participates in the success and the increase in
value of the company; the last tranche of this Stock Option Program
ESOP was issued in January 2009. This resulted in increased interest
by the management personnel in the development of the share price and
the company´s success. These positive effects should by means of the
Employee Participation Program at hand also be expanded to employees
not included in the stock option program. The purpose of this
voluntary allocation of shares under the Employee Participation
Program is to strengthen the employees´ identification with the
company as well as to induce them to think in a share-oriented
manner. Through this in the future the increase in stock market value
of the company will be linked to enhancing employee incentive. The
employees have a stake in the results and increase in the value of
the company, whereby the employees´ interest in the success and the
development of the company and the share price will be further
strengthened. The employee participation program is a voluntary
program, free of charge, without consideration required from the
employees.

Number and Distribution of Shares to be Allocated:

Basically, all employees of the company and its affiliated Austrian
companies are included in the employee participation program. Those
employees already participating in the Stock Option Program ESOP 2009
or those not subject to the collective bargaining agreement
applicable to Telekom Austria are exempt in any case. The management
board reserves the right to exclude certain employee segments.
Moreover, the management board reserves the right to determine a
reference date or to require employees to have been a member of the
workforce of their respective company for a certain period. To each
employee who qualifies for benefit shares up to the maximum amount of
EUR 300 shall be allocated without consideration. The number of
shares to be allocated is calculated on the basis of the average
closing price of the last 20 days before December 23, 2009. Under the
tranche 2009/2010 a total of 200,000 shares maximum shall be
allocated; supervisory board members, the management board and the
directors participating in the Stock Option Program ESOP that expires
in 2009 do not receive any shares.

Duration and Holding Period:

Under the tranche 2009/2010 of the employee participation program
shares shall be allocated by the end of December 2009 at the
earliest. For personal income tax reasons shares shall be held for a
period of 5 years. If the allocated shares are sold before the
expiration of this period the benefit achieved will be taxed.

Other Important Terms of the Share Allocation:

The allocated shares will be held by a trustee; they can be
transferred and sold at any time. If the shares are sold before the
expiration of the holding period, the employees are responsible for
covering any employee costs of subsequent taxation.

Vienna, December 14, 2009

The Management Board

end of announcement euro adhoc
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ots Originaltext: Telekom Austria AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

Peter E. Zydek

Head of Investor Relations

Tel.: +43 (0) 59059 1-19001

mailto: peter.zydek@telekom.at

Elisabeth Mattes

Telekom Austria Group's Spokeswoman

Tel.: +43 (0) 664 331 2730

mailto: elisabeth.mattes@telekom.at

Branche: Telecommunications
ISIN: AT0000720008
WKN: 555750
Index: WBI, ATX Prime, ATX
Börsen: Wien / official dealing