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
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Invitation to the
Extraordinary General Meeting

Telekom Austria Aktiengesellschaft
Company no. 144477t, Commercial Court Vienna
ISIN AT 0000720008 / ISIN AT 0000A17B43

We are pleased to invite our shareholders to the Extraordinary
General Meeting, which will take place on Thursday, 14 August 2014,
at 10:00 a.m. at the Vienna Stadthalle, Halle F, A-1150 Vienna,
Roland Rainer Platz 1.

The General Meeting 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 general
debate.

Agenda

Agenda Item 1: Elections to the Supervisory Board.

Agenda Item 2: Resolution on the creation of Authorized Capital 2014
(§ 169 AktG) against cash contribution. § 4 of the Articles is
adapted accordingly.

Agenda Item 3: Resolution on the changes in the Articles of
Association in §§ 5, 8, 9, 11, 12, 17 and 18.

Agenda Item 4: Approval of conditional settlements with former
Members of the Management Board.

This Extraordinary General Meeting is hereby convened in accordance
with a written request by Oesterreichische Industrieholding
Aktiengesellschaft, as shareholder, in the sense of § 105 (3) Stock
Corporation Act.

Agenda Item 4 has been put to the Agenda by the Supervisory Board of
Telekom Austria Aktiengesellschaft.

Shareholder information

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

1. received resolution proposals on Agenda Item 1-3;
2. received statements according to Para 87 Sec 2 Stock Corporation Act;
3. the invitation to the Extraordinary General Meeting;
4. the resolution proposals for Agenda Item 4 by 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
ao.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 Extraordinary General Meeting of 14 August 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 19th day prior to the
General Meeting (thus by 26 July 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 7 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 Extraordinary General Meeting (thus by 5 August 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
ao.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. In respect of agenda item 1 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 Extraordinary 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 Extraordinary 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 Extraordinary 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, as far
as the information is related to an item of the agenda. 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 Extraordinary General
Meeting and may exercise shareholder rights, if they are shareholders
of our company at the end of the 10th day prior to the Extraordinary
General Meeting (record date), which is 4 August 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 Monday, 11 August 2014. Shareholders
who accept the mandatory takeover offer of Carso Telecom B.V. during
the additional acceptance period according to Para 19 Sec 3 Takover
Act can register and participate in the Extraordinary General
Meeting. Shares which are submitted by the shareholders for
acceptance of the mandatory takeover offer, will receive the ISIN AT
0000A17B43. 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
ao.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
0000A17B43 for shares which are submitted during the additional
acceptance period according to Para 19 Sec 3 Takeover Act for the
acceptance of the mandatory takeover offer announced by Carso Telecom
B.V.

Submitting the deposit confirmation serves at the same time as
registration for the Extraordinary 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 0000A17B43 for shares which are
submitted during the additional acceptance period according to Para 19 Sec 3
Takeover Act for the acceptance of the mandatory takeover offer announced by
Carso Telecom B.V.),
5. explicit confirmation that the deposit confirmation refers to the record
date, which is 4 August 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 0000A17B43 for shares which are submitted during the
additional acceptance period according to Para 19 Sec 3 Takeover Act
for the acceptance of the mandatory takeover offer announced by Carso
Telecom B.V. 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 13 August 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 Extraordinary General Meeting, to voice objections to any
resolutions, to pose questions or to make proposals at the
Extraordinary 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 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, 23 July 2014 The Management Board

International Securities Identification Number (ISIN)
AT 0000720008
AT 0000A17B43

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