EANS-General Meeting: Telekom Austria AG / Invitation to the General Meeting

--------------------------------------------------------------------------------
General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
--------------------------------------------------------------------------------

Telekom Austria Aktiengesellschaft
Company no. 144477t, Commercial Court Vienna
ISIN AT 0000720008

Invitation to the Annual General Meeting

We are pleased to invite our shareholders to the Annual General
Meeting, which will take place on Thursday, May 27, 2010, at 10:00
a.m. at the Vienna Stadthalle, Halle F, A-1150 Vienna, Vogelweidplatz
14.

The General Meeting will be published by live-streaming in the
internet under www.telekomaustria.com/agm. The recording can also be
accessed after the General Meeting. The live streaming ends - unless
the Chairman determines otherwise - after the management report
concerning the fiscal year 2009.

Agenda

Agenda Item 1: Presentation of the adopted financial statements and
the management report as well as the consolidated financial
statements including the consolidated management report and the
corporate governance report, the proposal for utilization of the
net profit and the Supervisory Board report on the fiscal year
2009.

Agenda Item 2: Resolution on the utilization of the net profit shown
in the financial statements for the fiscal year 2009.

Agenda Item 3: Resolution on the discharge of the members of the
Management Board for the fiscal year 2009.

Agenda Item 4: Resolution on the discharge of the members of the
Supervisory Board for the fiscal year 2009.

Agenda Item 5: Resolution on the compensation for the members of the
Supervisory Board for the fiscal year 2009.

Agenda Item 6: Election of the auditors of the financial statements
and of the consolidated financial statements for the fiscal year
2010.

Agenda Item 7: Election of one member of the Supervisory Board.

Agenda Item 8: Management report on share buy-back effected, number
of treasury shares held and use of treasury shares.

Agenda Item 9: Resolution on the amendment of the Articles of
Association in particular for adaptation according to the Stock
Corporation Amendment Act 2009 (Aktienrechts-Änderungsgesetz
2009). Shareholder information

In preparation for the forthcoming General Meeting, as of today we
are providing our shareholders with the following documents on our
website www.telekomaustria.com/agm and
www.telekomaustria.com/ir/annual-reports.php

1. The annual report 2009 including the consolidated financial statements
and the consolidated management report, the financial statements of the
fiscal year 2009 including the management report, the corporate
governance report, the proposal for the utilization of the net profit
and the Supervisory Board report for the fiscal year 2009;
2. the report by the Management Board on agenda item 8 about the share buy-
back effected, the number of treasury shares held and the use of
treasury shares according to Para 65 Sec 3 Stock Corporation Act;
3. the invitation to the General Meeting;
4. forms for proxy and revocation of proxy.
From May 6, 2010, also the resolution proposals for the agenda as well as the

Articles of Association including the proposed changes will be
available on our website. Furthermore, these documents are also
available to the public during business hours (workdays 8:00 a.m. to
5:00 p.m.) at the seat of the company, Telekom Austria AG, A-1020
Vienna, Lassallestrasse 9. For postal delivery, please contact our
Investor Relations Department (phone +43 (0)59 059 - 119002 or e-
mail hauptversammlung.2010@telekom.at).

Additional items to the agenda: Shareholders whose shares amount
collectively to 5 % of the share capital may request in writing
(signature required) that additional items are placed on the agenda
of the General Meeting of May 27, 2010, and that these additional
items are published. Each additional item must be accompanied by a
proposal for the resolution to be passed (in any event in German and
if desired an additional language) including reasons (German
required). The written request must be submitted to Telekom Austria
AG, Investor Relations Department, A-1020 Vienna, Lassallestrasse 9,
at the latest until the 21st day prior to the General Meeting (thus
by May 6, 2010). The requesting shareholders must be owners of the
shares since at least 3 months prior to the date of the request.
Proof of this shall be given at the same time the request is made by
means of a deposit confirmation by the custodian bank according to
Para 10a Stock Corporation Act in German or English that is no more
than seven days old upon submission to the company. The custodian
bank shall have its registered office in a member state of the
European Economic Area (EEA) or in a full member state of the OECD.
Furthermore, the deposit confirmation must show that the requesting
shareholder has held the shares continuously for at least 3 months at
the time of the date of the request. For several shareholders who
only jointly hold the required number of shares amounting to 5 % of
the share capital, the deposit confirmations for all the shareholders
shall refer to the same point of time (date and time).

Resolution proposals: Until the end of the 7th business day prior to
the General Meeting (thus, by May 17, 2010), shareholders whose
shares collectively amount to at least 1 % of the share capital may
submit (by fax to +43 (0)59 059 9 270510 or by mail to Telekom
Austria AG, Investor Relations Department, A-1020 Vienna,
Lassallestrasse 9, or by e-mail to hauptversammlung.2010@telekom.at)
written (i.e. in text form) proposals for the resolutions to be
passed and may request that these proposals are made available on the
company's website, together with the names of the respective
shareholders, the reasons which must be attached and a possible
statement by the Management Board or the Supervisory Board. In case
of a proposal for election of a Supervisory Board member (agenda item
7) the reasons which must be attached are replaced by a declaration
of the Supervisory Board candidate according to Para 87 Sec 2 Stock
Corporation Act. The Supervisory Board candidate must disclose in
such declaration his/her expert qualifications, professional or
similar functions, as well as all circumstances which might give rise
to concerns of a conflict of interests. In order to prove the
shareholder´s status the shareholder shall submit a deposit
confirmation according to Para 10a Stock Corporation Act in German or
English from the custodian bank with registered office in a member
state of the European Economic Area (EEA) or in a full member state
of the OECD. This confirmation may not be more than 7 days old upon
submission to the company. For several shareholders who only jointly
hold the required number of shares amounting to 1 % of the share
capital, the deposit confirmations for all the shareholders shall
refer to the same point of time (date and time). The company

will comply with such request within 2 business days after its receipt, unless
1. it contains no reasons or the declaration according to Para 87 Sec 2
Stock Corporation Act is not provided,
2. it would lead to a resolution by the General Meeting, which is unlawful
or in contradiction to the Articles of Association,
3. a similar proposal based on the same circumstances is already accessible
for the shareholders,
4. the proposal qualifies as slander (Para 111 Austrian Penal Code) or
libel (Para 115 Austrian Penal Code) or the Management Board would
become liable to prosecution for making the proposal accessible,
5. the shareholders indicate that they will not attend the General Meeting
and will not be represented by anyone.

The reasons do not have to be published on the company´s website, if
they contain more than 5,000 characters total or if the statement
fulfils one of the elements in the above-mentioned item 4. If several
shareholders deliver resolution proposals for the same item of the
agenda, the Management Board may summarize the resolution proposals
and their reasons. The resolution proposals must be submitted in any
event in German and if desired an additional language; a German
version of the reasons is required. In respect of agenda item 7 we
point out that if the declaration according Para 87 Sec 2 Stock
Corporation Act is not provided, the candidate must not be put to the
vote.

Please note that each shareholder is entitled to make proposals at
the General Meeting for each item of the agenda. Resolution proposals
which according to Para 110 Stock Corporation Act have been published
on the company's website shall only be voted on if they are repeated
at the General Meeting as proposals for passing a resolution. A
shareholder proposal to elect a member of the Supervisory Board must
mandatorily be preceded by the submission of a resolution proposal
according to Para 110 Stock Corporation Act together with a
declaration according to Para 87 Sec 2 Stock Corporation Act (see
above).

Right to information: Upon request at the General Meeting each
shareholder shall be granted information about the affairs of the
company, if necessary to enable correct evaluation of an item on the
agenda. The right to information extends to legal and business
relations of the company with affiliated companies. The right to
information also extends to the status of the group and the companies
included in the consolidated financial statements. Information
rendered shall comply with the principles of diligent and accurate
accountability. The information may be refused if

1. such information - according to a reasonable economic evaluation - could
be of considerable detriment to the company or to an affiliated company,
or
2. providing the information would constitute an offence.

The reason for refusing to provide information must be stated.

Participation: According to the Stock Corporation Amendment Act 2009
(Aktienrechts- Änderungsgesetz 2009), the provision of Para 16 of the
Articles of Association about escrowing the shares as a prerequisite
for participation in the General Meeting does not apply. Instead, the
legal provisions as provided for in Para 111 Stock Corporation Act
shall apply. Shareholders may attend our General Meeting and may
exercise shareholder rights, if they are shareholders of our company
at the end of the 10th day prior to the General Meeting (record
date), which is May 17, 2010, 12:00 midnight CEST (local time
Vienna). The shareholder status shall be proven by a deposit
confirmation in German or English. This deposit confirmation must be
issued by the custodian bank which has its registered office in a
member state of the European Economic Area (EEC) or in a full member
state of the OECD and shall be received by the company by the 3rd
business day prior to the General Meeting at the latest. Please note
that due to public holiday on May 24, 2010, this deadline ends
already on Friday, May 21, 2010. The deposit confirmations shall be
sent in written form and duly signed (official company signature) by
fax to +43 (0)59 059 9 270510, by mail to Telekom Austria AG,
Investor Relations Department, A-1020 Vienna, Lassallestrasse 9, or
by e-mail to hauptversammlung.2010@telekom.at (deposit confirmation
attached as a PDF-file). Submitting the deposit confirmation serves
at the same time as registration for the General Meeting. The deposit
confirmation shall contain the following information:

1. the issuer by reference to name (company name) and address or a code
customary in transactions between banks (e.g. BIC code),
2. the shareholder by reference to name (company name) and address, date of
birth in case of physical persons and in case of legal persons, if
applicable, registry and company registration number under which the
legal person is registered in its country of origin,
3. deposit number or, if not available, an alternative identification,
4. number of shares held by the shareholder, ISIN (AT 0000720008),
5. explicit confirmation that the deposit confirmation refers to the record
date, which is May 17, 2010, 12:00 midnight CEST (local time Vienna).

For this General Meeting and until further notice Telekom Austria AG
does not accept deposit confirmations via a banks' internationally
used and especially secured communications network (SWIFT).

Shareholders may nominate representatives. The proxy or the
revocation of a proxy shall be sent to the company by mail to Telekom
Austria AG, Investor Relations Department, A-1020 Vienna,
Lassallestrasse 9, by fax to +43 (0)59 059 9 270510 or by e-mail to
hauptversammlung.2010@telekom.at (proxy or revocation of a proxy
attached as a PDF-file). The proxy or the revocation of the proxy has
to be submitted to the company by 4:00 p.m. on the day prior to the
General Meeting (thus by May 26, 2010). Thereafter, the proxy or the
revocation must be brought personally for registration to the venue
of the General Meeting. For the proxy or its revocation at least text
form is required. If the shareholder has granted authority to his
custodian bank, it is sufficient if this bank makes an additional
statement along with the deposit confirmation that the shareholder
has given authority to the bank. In order to facilitate the handling
of the proxies we recommend the use of the forms available on our
website.

Furthermore, our shareholders may grant proxy to a representative of
the Austrian Shareholder Association ("Interessensverband für
Anleger", "IVA"), A- 1130 Vienna, Feldmühlgasse 22, who shall act as
an independent shareholder representative who exercises the voting
rights at the General Meeting upon instructions received from
shareholders. For such proxy, please use the form available on the
website. Instructions shall only be given directly to IVA. You may
contact Mr. Michael Knap by phone +43 (0)1 876 33 43-0, fax +43 (0)1
876 33 43-49 or via e-mail michael.knap@iva.or.at. Also if an
independent shareholder representative from IVA receives
authorization, the proxy shall be sent to the company as described
above.

To enable smooth access procedure to the meeting, we ask our
shareholders to arrive at the venue on time before the General
Meeting begins. To identify yourself, please bring along an official
photo identification. Voting cards will be issued starting at 9:00
a.m.

Total number of shares and voting rights at time of invitation: The
share capital of the company amounts to Euro 996,183,000 and is
divided into 443,000,000 no par value bearer shares. Every share
grants the right to one vote. At the time of this invitation, the
company holds 436,031 treasury shares without entitlement to vote. At
the time of this invitation, the total number of shares entitling to
participation and the right to vote amounts to 442,563,969.

Paying Agent: UniCredit Bank Austria AG.

For further information please visit our website at
www.telekomaustria.com/agm.

Vienna, April 29, 2010 The Management Board

International Securities Identification Number (ISIN)
AT 0000720008

end of announcement euro adhoc
--------------------------------------------------------------------------------

ots Originaltext: Telekom Austria AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

Mag. Peter E. Zydek

Investor Relations Telekom Austria

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

mailto:peter.zydek@telekom.at

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