EANS-General Meeting: Telekom Austria AG / Resolutions of the General Meeting

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

Resolutions and voting results of the Annual General Meeting, which
took place on 29 May 2013, at 10:00 a.m. at the Vienna Stadthalle,
Halle F, A-1150 Vienna, Vogelweidplatz 14.

The share capital of the company amounts to EUR 966,183,000 and is
divided into 443 million bearer shares without par value.

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 utilisation of the net
profit and the Supervisory Board report on the fiscal year 2012.

No resolution required.

Agenda Item 2: Resolution on the utilisation of the net profit shown
in the financial statements for the fiscal year 2012.

The following resolution was passed:

"Distribution of a dividend of EUR 0.05 per eligible no par value
share. The rest and the amount that is allotted to non-eligible
treasury shares will be carried forward onto new account."

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 320,937,873 Proportion of the share
capital represented by these votes: 72.45% Pro: 320,907,042 Contra:
30,831 Abstentions: 3,996

Agenda Item 3: Resolution on the discharge of the members of the
Management Board for the fiscal year 2012.

The following resolution was passed:

"The members of the Management Board are granted discharge for the
fiscal year 2012."

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 319,450,439 Proportion of the share
capital represented by these votes: 72.11% Pro: 277,870,307 Contra:
41,580,132 Abstentions: 1,491,500

Agenda Item 4: Resolution on the discharge of the members of the
Supervisory Board for the fiscal year 2012.

The following resolutions were passed:

"Mr Ronny Pecik as a member of the Supervisory Board is granted
discharge for the fiscal year 2012."

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 320,929,262 Proportion of the share
capital represented by these votes: 72.44% Pro: 316,294,910 Contra:
4,634,352 Abstentions: 7,567

"The remaining members of the Supervisory Board are granted discharge
for the fiscal year 2012."

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 320,925,005 Proportion of the share
capital represented by these votes: 72.44% Pro: 316,333,386 Contra:
4,591,619 Abstentions: 11,824

Agenda Item 5: Resolution on the compensation for the members of the
Supervisory Board for the fiscal year 2012.

The following resolution was passed:

"The remuneration for elected members of the Supervisory Board for
the fiscal year 2012 is determined as follows:

- for the chairman EUR 30,000
- for each of the deputy chairmen EUR 22,500
- for every further member of the Supervisory Board EUR 15,000
- the attendance fee for each member of the Supervisory Board per meeting
shall amount to EUR 300 until further notice."

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 315,651,436 Proportion of the share
capital represented by these votes: 71.25% Pro: 315,642,646 Contra:
8,790 Abstentions: 4,166

Agenda Item 6: Election of the auditors of the financial statements
and of the consolidated financial statements for the fiscal year
2013.

The following resolution was passed:

"Deloitte Audit Wirtschaftsprüfungs GmbH, Vienna, is elected as
company auditor and group auditor for the fiscal year 2013."

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 320,897,830 Proportion of the share
capital represented by these votes: 72.44% Pro: 320,841,348 Contra:
56,482 Abstentions: 28,996

Agenda Item 7: Election to the Supervisory Board.

The following resolutions were passed:

"Mr Mag. Dr. Alfred Brogyányi, born 13.07.1948, is elected as a
member of the Supervisory Board. He is elected until the end of the
Annual General Meeting resolving upon the discharge of the
Supervisory Board for the fiscal year 2017."

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 216,017,381 Proportion of the share
capital represented by these votes: 48.76% Pro: 210,502,062 Contra:
5,515,319 Abstentions: 104,879,870 "Ms Dr. Elisabetta Castiglioni,
born 01.10.1964, is elected as a member of the Supervisory Board. She
is elected until the end of the Annual General Meeting resolving upon
the discharge of the Supervisory Board for the fiscal year 2017."

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 216,016,235 Proportion of the share
capital represented by these votes: 48.76% Pro: 210,498,336 Contra:
5,517,899 Abstentions: 104,881,280

"Ms Dr. Henrietta Egerth-Stadlhuber, born 16.02.1971, is elected as a
member of the Supervisory Board. She is elected until the end of the
Annual General Meeting resolving upon the discharge of the
Supervisory Board for the fiscal year 2017."

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 216,017,645 Proportion of the share
capital represented by these votes: 48.76% Pro: 210,297,276 Contra:
5,720,369 Abstentions: 104,879,870

"Mr Univ.-Prof. Dr. Michael Enzinger, born 20.10.1959, is elected as
a member of the Supervisory Board. He is elected until the end of the
Annual General Meeting resolving upon the discharge of the
Supervisory Board for the fiscal year 2017."

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 216,017,245 Proportion of the share
capital represented by these votes: 48.76% Pro: 210,371,335 Contra:
5,645,910 Abstentions: 104,880,270

"Mr Oscar Von Hauske Solís, born 01.09.1957, is elected as a member
of the Supervisory Board. He is elected until the end of the Annual
General Meeting resolving upon the discharge of the Supervisory Board
for the fiscal year 2017."

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 320,891,176 Proportion of the share
capital represented by these votes: 72.44% Pro: 309,999,005 Contra:
10,892,171 Abstentions: 6,339

"Mr MMag. Peter J. Oswald, born 29.10.1962, is elected as a member of
the Supervisory Board. He is elected until the end of the Annual
General Meeting resolving upon the discharge of the Supervisory Board
for the fiscal year 2017."

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 216,017,245 Proportion of the share
capital represented by these votes: 48.76% Pro: 210,401,240 Contra:
5,616,005 Abstentions: 104,880,270

"Mr Ronny Pecik, born 04.03.1962, is elected as a member of the
Supervisory Board. He is elected until the end of the Annual General
Meeting resolving upon the discharge of the Supervisory Board for the
fiscal year 2017."

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 216,017,535 Proportion of the share
capital represented by these votes: 48.76% Pro: 208,805,873 Contra:
7,211,662 Abstentions: 104,879,980

"Mr Mag. Dr. Wolfgang Ruttenstorfer, born 15.10.1950, is elected as a
member of the Supervisory Board. He is elected until the end of the
Annual General Meeting resolving upon the discharge of the
Supervisory Board for the fiscal year 2017."

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 216,017,645 Proportion of the share
capital represented by these votes: 48.76% Pro: 207,226,432 Contra:
8,791,213 Abstentions: 104,879,870

"Mr Dipl. Ing. Harald Stöber, born 25.06.1952, is elected as a member
of the Supervisory Board. He is elected until the end of the Annual
General Meeting resolving upon the discharge of the Supervisory Board
for the fiscal year 2017."

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 216,017,645 Proportion of the share
capital represented by these votes: 48.76% Pro: 210,527,758 Contra:
5,489,887 Abstentions: 104,879,870

"Mr Ing. Rudolf Kemler, born 09.05.1956, is elected as a member of
the Supervisory Board. He is elected until the end of the Annual
General Meeting resolving upon the discharge of the Supervisory Board
for the fiscal year 2017."

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 216,017,645 Proportion of the share
capital represented by these votes: 48.76% Pro: 203,416,229 Contra:
12,601,416 Abstentions: 104,879,870

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

No resolution required.

Agenda Item 9: Resolution on the prolongation of Authorisation of the
Management Board to buy-back shares and the Authorisation of Use in
this regard, as well as with entitlement to exclude the general
purchase opportunity.

The following resolution was passed:

"The authorisation resolved by the Annual General Meeting on 23 May
2012 as item 9 of the agenda with regard to share buyback and use
treasury shares is hereby revoked.

The Management Board is authorised according to Para 65 Sec 1 No. 8
of the Stock Corporation Act to buy back treasury registered or
bearer shares in an amount of up to 5 % of the share capital during a
period of 18 months following the day of this resolution for a
minimum price of EUR 5 and a maximum price of EUR 15 per share.

Furthermore the Management Board is authorised to

a) issue treasury shares to, be it with or without consideration to
employees, managers and members of the Management Board/management of the
company and its affiliated companies, and/or to use treasury shares to serve
Performance Share Programs granted to such persons;

b) use treasury shares - also abroad - as consideration for the acquisition
of enterprises, businesses or parts thereof, or shares of one or more companies;

c) sell treasury shares in accordance with Para 65 Sec 1b of the Stock
Corporation Act (i) any time via the stock exchange or by public offer; (ii) for
a period of 5 years from the day of this resolution in any way permitted by law,
also other than via the stock exchange, whereby the Management Board is entitled
to exclude the general purchase opportunity."

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 317,069,451 Proportion of the share
capital represented by these votes: 71.57% Pro: 316,628,624 Contra:
440,827 Abstentions: 3,813,661

Agenda Item 10: Resolution on the amendment of the Articles of
Association for adaptation according to the Company Law Amendment Act
2011 (Gesellschaftsrechts-Änderungsgesetz 2011).

The following resolution was passed:

"The Articles of Assocation shall be amended in Para 4 and 16 as
follows, to adapt them to the Company Law Amendment Act 2011
(Gesellschaftsrechts-Änderungsgesetz 2011):

§ 4: In the second sentence in Sec (3) the word "scrips" and the
comma shall be deleted. § 4 Sec (3) shall therefore read as follows:
(3) The form and content of the share certificates and the profit
sharing and renewal certificates are determined by the Management
Board. The same applies to debenture bonds, interest warrants and
warrants. Any entitlement of a shareholder to the issue of
certificates for his or her share shall be excluded.

§ 16: In Sec (2) the words ", for scrips and" shall be deleted and
the words "and for" shall be inserted. § 16 Sec (1) shall therefore
be read as follows: (1) The entitlement to participate in the
General Meeting and to exercise those shareholder rights, which are
to be exercised in the General Meeting, depends for bearer shares on
the share ownership and for registered shares on the entry in the
register of shareholders, in each case at the end of the tenth day
before the day of the General Meeting (record date).

§ 16: Sec (3) shall be deleted entirely. The existing Sec (4), (5),
(6) and (7) shall be renumbered as Sec (3), (4), (5) and (6). In the
renumbered Sec (3) the words "scrips or" shall be deleted. § 16 Sec
(3) shall therefore be read as follows: (3) If registered shares
have been issued, the shareholders entered in the share register on
the record date are entitled to participate in the General Meeting,
provided that they register at the address referred to in the
convocation by the third business days prior to the General Meeting,
unless the convocation states a later date."

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 320,879,070 Proportion of the share
capital represented by these votes: 72.43% Pro: 320,879,070 Contra: 0
Abstentions: 3,996

For further information on the Annual General Meeting please visit
our website under www.telekomaustria.com/agm

Further inquiry note:
Matthias Stieber
Director Investor Relations
Tel.: +43 (0) 50 664 39126
mailto: matthias.stieber@telekomaustria.com

end of announcement euro adhoc
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issuer: Telekom Austria AG
Lassallestrasse 9
A-1020 Wien
mail: investor.relations@telekomaustria.com
WWW: www.telekomaustria.com/ir
sector: Telecommunications
ISIN: AT0000720008
indexes: WBI, ATX Prime, ATX
stockmarkets: official market: Wien
language: English