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

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General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
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Telekom Austria Aktiengesellschaft
Company no. 144477t, Commercial Court Vienna
ISIN AT 0000720008 / ISIN AT 0000A17B35

We are pleased to invite our shareholders to the Annual General
Meeting, which will take place on Wednesday, 28 May 2014, at 10:00
a.m. at the Vienna Stadthalle, Halle F, A-1150 Vienna, Roland Rainer
Platz 1 (former: Vogelweidplatz 14).

The management report on the fiscal year 2013 will be published by
live-streaming on the internet under
www.telekomaustria.com/en/ir/annual-general-meeting. The recording
can also be accessed on the website of the company after the General
Meeting. The live streaming ends after the management report.

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 2013.

Agenda Item 2: Resolution on the utilization of the net profit shown
in the financial statements for the fiscal year 2013.

Agenda Item 3: Resolution on the discharge of the members of the
Management Board for the fiscal year 2013.

Agenda Item 4: Resolution on the discharge of the members of the
Supervisory Board for the fiscal year 2013.

Agenda Item 5: Resolution on the compensation for the members of the
Supervisory Board for the fiscal year 2013.

Agenda Item 6: Election of the auditors of the financial statements
and of the consolidated financial statements for the fiscal year
2014.

Agenda Item 7: Management report on share buy-back effected, number
of treasury shares held and use of treasury shares.

Agenda Item 8: Resolution on the amendment of the Articles of
Association in Para 11 Sec 1 and 6 to adjust the quorum of the
Supervisory Board.

Shareholder information

As of today, in preparation for the forthcoming General Meeting, we
are providing our shareholders with the following documents on our
website www.telekomaustria.com/en/ir/annual-general-meeting and
www.telekomaustria.com/en/ir/annual-reports

1. the annual report 2013 including the consolidated financial statements
and the consolidated management report, the financial statements of the fiscal
year 2013 including the management report, the corporate governance report, the
proposal for the utilisation of the net profit and the Supervisory Board report
for the fiscal year 2013;
2. the report by the Management Board on agenda item 7 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. the resolution proposals for the agenda by the Management Board and the
Supervisory Board;
5. forms for proxy and revocation of proxy.

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)50 664 - 47500 or e-mail
hauptversammlung.2014@telekomaustria.com).

Additional items to the agenda: Shareholders whose shares
collectively amount 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 28 May 2014, 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 in an additional language) including
reasons (in German required). In case of election of members of the
Supervisory Board, 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 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 7 May 2014). 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 19 May 2014), shareholders whose shares
collectively amount to at least 1 % of the share capital may submit
(by fax to +43 (0)50 664 9 49040 or by mail to Telekom Austria AG,
Investor Relations Department, A-1020 Vienna, Lassallestrasse 9, or
by e-mail to hauptversammlung.2014@telekomaustria.com) 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 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 summarise 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.

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.

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: 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 18 May 2014, 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 this
deadline ends on Friday, 23 May 2014. On 23 April 2014 América Móvil,
S.A.B. de C.V. ("AMX") has announced to launch a public takeover
offer pursuant to the Austrian Takeover Act by its fully owned
subsidiary Carso Telecom B.V. This offer shall comprise all
outstanding shares not held by AMX, Carso Telecom B.V., ÖIAG or our
Company. If Carso Telecom B.V. publishes this public takeover offer
prior to the record date, shareholders who accepted this offer until
the record date, can register and participate at the General Meeting.
Shares which are submitted by the shareholders for acceptance of the
public takeover offer, will receive the ISIN AT 0000A17B35. The
deposit confirmations shall be sent in written form and duly signed
(official company signature) by fax to +43 (0)50 664 9 49040, by mail
to Telekom Austria AG, Investor Relations Department, A-1020 Vienna,
Lassallestrasse 9, or by e-mail to
hauptversammlung.2014@telekomaustria.com (deposit confirmation
attached as a PDF-file). Deposit confirmations shall also be sent via
SWIFT as following: SWIFT GIBAATWGGMS, Message Type MT598; please
indicate in the wording either ISIN AT 0000720008 or ISIN AT
0000A17B35 for shares which are submitted for the acceptance of the
public takeover offer announced by AMX.

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 (please indicate in the
wording either ISIN AT 0000720008 or ISIN AT 0000A17B35 for shares which are
submitted for the acceptance of the public takeover offer announced by AMX),
5. explicit confirmation that the deposit confirmation refers to the record
date, which is 18 May 2014, 12:00 midnight CEST (local time Vienna).

Shareholders may nominate representatives. The proxy or the
revocation of a proxy may be sent to the company by mail to Telekom
Austria AG, Investor Relations Department, A-1020 Vienna,
Lassallestrasse 9, by fax to +43 (0)50 664 9 49040 or by e-mail to
hauptversammlung.2014@telekomaustria.com (proxy or revocation of a
proxy attached as a PDF-file). The proxy or the revocation of a proxy
may also be sent via SWIFT as following: SWIFT GIBAATWGGMS, Message
Type MT598; please indicate in the wording either ISIN AT 0000720008
or ISIN AT 0000A17B35 for shares which are submitted for the
acceptance of the public takeover offer announced by AMX. 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 27 May
2014). 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.

An additional service is available for shareholders. A representative
of the Austrian Shareholder Association IVA, Feldmühlgasse 22/4, 1130
Vienna, will serve as an independent proxy bound to comply with
instructions from the shareholder in exercising the shareholder's
voting rights. On the part of IVA, Mr. Michael Knap has been named to
represent these shareholders. To authorize Michael Knap to serve as
the proxy, a special proxy form is available for downloading on the
Website of the Company at
www.telekomaustria.com/en/ir/annual-general-meeting, which must be
received by the Company only at one of the above-mentioned addresses
(fax, e-mail, mail, SWIFT). In addition, it is possible for the
shareholder to directly contact Mr. Michael Knap by phone at +43 (0)
1 8763343 - 30, +43 (0) 664 2138740, by fax at +43 (0) 1 8763343 - 39
or by e-mail at michael.knap@iva.or.at.

The shareholder is required to precisely instruct Mr. Michael Knap
how he (or a designated authorized sub-representative) is to exercise
the shareholder's voting rights. Mr. Michael Knap will exercise the
voting rights of the shareholder exclusively on the basis of the
instructions submitted by the shareholder. The proxy is to be
considered invalid if no precise instructions are contained in it.
Please note that the proxy does not accept any instructions to speak
at the Annual General Meeting, to voice objections to any
resolutions, to pose questions or to make proposals at the Annual
General Meeting.

To enable smooth access and security procedure to the meeting, we ask
the participants to arrive at the venue on time before the General
Meeting begins. To identify yourself, please bring along an official
photo identification. The issuance of voting cards will start at 8:30
a.m.

The Vienna Stadthalle can be reached easily by public transport (e.g.
underground line U6, station "Burggasse/Stadthalle").

Total number of shares and voting rights at time of invitation: The
share capital of the company amounts to Euro 966,183,000 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 415,159 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 442,584,841.

Paying Agent: UniCredit Bank Austria AG.

For further information please visit our website at
www.telekomaustria.com/en/ir/annual-general-meeting.

Vienna, 28 April 2014 The Management Board

International Securities Identification Number (ISIN)
AT 0000720008
AT 0000A17B35

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