EANS-Adhoc: Telekom Austria AG / Conversion of the voluntary public takeover offer (Sec 25a ATA) to the shareholders of Telekom Austria AG into a mandatory offer (Sec 22 et seq. ATA)

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ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide
distribution. The issuer is solely responsible for the content of this
announcement.
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other
30.06.2014

Dear Sir or Madam,

Today the Telekom Austria Group (VSE: TKA, OTC US: TKAGY) announces
that it has been informed of the following facts:

In the course of the conclusion of a conditional syndicate agreement
with Österreichische Industrieholding AG ("Shareholders' Agreement"),
Carso Telecom B.V. ("Bidder") published a voluntary public takeover
offer aimed to acquire control pursuant to Sec 25a ATA. The public
takeover offer towards all shareholders of Telekom Austria AG is
directed at the purchase of all no-par-value ordinary bearer shares
in Telekom Austria AG which are not owned by the Bidder, the América
Móvil Group, Österreichische Industrieholding AG or Telekom Austria
AG on 15.05.2014 ("Offer"). The offer price amounts to EUR 7.15 ex
dividend 2013 per no-par-value ordinary bearer share of Telekom
Austria AG (ISIN AT0000720008). The Offer can be accepted from
15.05.2014 until and including 10.07.2014, 17:00 CET.

The Offer is subject to several conditions precedent (see Sec 5 of
the offer memorandum, available under www.takeover.at or
www.telekomaustria.com). If the conditions precedent as set forth in
Sec 5.1.2 to 5.1.4 of the offer memorandum are fulfilled or waived
prior to the expiry of the original acceptance period so that the
Shareholders' Agreement becomes effective (change of control) the
following applies pursuant to Sec 5.3 of the offer memorandum: The
Offer will be converted into a mandatory offer, whereby the condition
precedent as set forth in Sec 5.1.1 of the offer memorandum related
to the 50% acceptance threshold will not apply any longer.

By 27.06.2014 the conditions precedent as set forth in Sec 5.1.2 to
5.1.4 of the offer memorandum have been fulfilled. Thus, the
Shareholders' Agreement became effective prior to the expiry of the
original acceptance period triggering the change of control. The
Offer is thus being converted into a mandatory offer as of 30. June
2014. This mandatory offer does not have any conditions precedent.
The mandatory offer can be accepted until and including 10.07.2014,
17:00 CET. The offer price is unchanged and amounts to EUR 7.15 ex
dividend 2013 per no-par-value ordinary bearer share of Telekom
Austria AG (ISIN AT0000720008). Apart from this amendment, the terms
and conditions of the Offer shall remain unaffected.

The addendum to the offer memorandum will be available under
www.takeover.at and http://www.telekomaustria.com/en/ir/12474 as of
30/6/2014.

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Disclaimer for forward-looking statements: This document contains
forward-looking statements. These forward-looking statements are
usually accompanied by words such as "believe", "intend",
"anticipate", "plan", "expect" and similar expressions. Actual events
may differ materially from those anticipated in these forward-looking
statements as a result of a number of factors. Forward-looking
statements involve inherent risks and uncertainties. A number of
important factors could cause actual results or outcomes to differ
materially from those expressed in any forward-looking statement.
Neither Telekom Austria nor any other person accepts any liability
for any such forward-looking statements. Telekom Austria will not
update these forward-looking statements, whether due to changed
factual circumstances, changes in assumptions or expectations. This
report does not constitute a recommendation or invitation to purchase
or sell securities of Telekom Austria.

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