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

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Dear Sir or Madam,

Hereby we would like to inform you about the resolutions and voting
results of the Extraordinary General Meeting, which took place on 14
August, 2014, at 10:00 a.m. at the Vienna Stadthalle, Halle F, A-1150
Vienna, Roland Rainer Platz 1.

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

Agenda Item 1: Elections to the Supervisory Board.

The following resolutions were passed:

"The number of members of the Supervisory Board elected by the
General Meeting has been raised from nine to ten."

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 352,500,376 Proportion of the share
capital represented by these votes: 79.57% Pro: 351,848,391 Contra:
651,985 Abstentions: 24,953,364

"Mr Carlos José García Moreno Elizondo, born 06.01.1957, 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
Supvervisory Board for the fiscal year 2017."

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 377,452,225 Proportion of the share
capital represented by these votes: 85.20% Pro: 353,572,913 Contra:
23,879,312 Abstentions: 6,727

"Mr Alejandro Cantu Jimenez, born 26.04.1972, 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 Supvervisory
Board for the fiscal year 2015."

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 377,461,568 Proportion of the share
capital represented by these votes: 85.21% Pro: 353,677,342 Contra:
23,784,226 Abstentions: 4,175

"Mr Stefan Pinter, born 15.04.1978, 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 Supvervisory Board for
the fiscal year 2015."

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 377,460,467 Proportion of the share
capital represented by these votes: 85.21% Pro: 353,701,076 Contra:
23,759,391 Abstentions: 2,705

"Mr Carlos M. Jarque, born 18.10.1954, 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 Supvervisory Board for
the fiscal year 2017."

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 377,457,717 Proportion of the share
capital represented by these votes: 85.20% Pro: 353,676,501 Contra:
23,781,216 Abstentions: 4,640

"Mr Reinhard Kraxner, born 07.05.1970, 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 Supvervisory Board for
the fiscal year 2015."

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 377,443,826 Proportion of the share
capital represented by these votes: 85.20% Pro: 353,701,372 Contra:
23,742,454 Abstentions: 18,211

"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 Supvervisory
Board for the fiscal year 2017."

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 377,458,245 Proportion of the share
capital represented by these votes: 85.21% Pro: 354,560,881 Contra:
22,897,364 Abstentions: 3,160

"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 Supvervisory Board for
the fiscal year 2017."

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 377,458,041 Proportion of the share
capital represented by these votes: 85.20% Pro: 353,152,422 Contra:
24,305,619 Abstentions: 3,341

"Mrs 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 Supvervisory
Board for the fiscal year 2015."

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 377,460,100 Proportion of the share
capital represented by these votes: 85.21% Pro: 354,155,325 Contra:
23,304,775 Abstentions: 1,745

"Mr Günter Leonhartsberger, born 12.07.1968, 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 Supvervisory
Board for the fiscal year 2017."

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 377,453,055 Proportion of the share
capital represented by these votes: 85.20% Pro: 353,682,022 Contra:
23,771,033 Abstentions: 6,195

"Mr 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 Supvervisory Board for
the fiscal year 2017."

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 377,444,388 Proportion of the share
capital represented by these votes: 85.20% Pro: 354,136,733 Contra:
23,307,655 Abstentions: 2,702

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

The following resolution was passed:

"Pursuant to Sec 169 Stock Corporation Act, the Management Board,
within five years of registration of the relevant amendment to the
Articles of Association in the commercial register, with the consent
by the Supervisory Board, is authorized to increase the Company's
share capital by a nominal maximum amount of EUR 483,091,500 by
issuing up to 221,500,000 bearer shares against cash contribution,
also in several tranches, (also indirectly through a credit
institution pursuant to Sec 153 para 6 Stock Corporation Act), and to
fix the issue price, any other terms of the issue and any further
details, and the Management Board may in particular issue new shares
carrying dividend rights from the beginning of the business year in
which the implementation of the increase of the share capital is
registered in the commercial register, provided and on condition that
the net issue proceeds for the Company do not exceed EUR
1,000,000,000. The net issue proceeds shall be the total proceeds
from the issue less any external costs resulting from the issue which
are to be borne by the Company. The Supervisory Board is authorized
to adopt any amendments to the Articles of Association resulting from
the issue of shares from the Authorized Capital 2014."

The new sub para 4 of the § 4 of the Articles is as follows:

"Authorized Capital 2014: Pursuant to Sec 169 Stock Corporation Act,
the Management Board, within five years of registration of the
relevant amendment to the Articles of Association in the commercial
register, with the consent by the Supervisory Board, is authorized to
increase the Company's share capital by a nominal maximum amount of
EUR 483,091,500 by issuing up to 221,500,000 bearer shares against
cash contribution, also in several tranches, (also indirectly through
a credit institution pursuant to Sec 153 para 6 Stock Corporation
Act), and to fix the issue price, any other terms of the issue and
any further details, and the Management Board may in particular issue
new shares carrying dividend rights from the beginning of the
business year in which the implementation of the increase of the
share capital is registered in the commercial register, provided and
on condition that the net issue proceeds for the Company do not
exceed EUR 1,000,000,000. The net issue proceeds shall be the total
proceeds from the issue less any external costs resulting from the
issue which are to be borne by the Company. The Supervisory Board is
authorized to adopt any amendments to the Articles of Association
resulting from the issue of shares from the Authorized Capital 2014."

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 377,442,356 Proportion of the share
capital represented by these votes: 85.20% Pro: 370,396,012 Contra:
7,046,344 Abstentions: 1,392

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

The following resolution was passed:

"The Articles of Association is changed in §§ 5, 8, 9, 11, 12, 17 and
18 as follows:

- § 5: In sub para (3) the second and the third sentences shall be deleted
and a new second sentence "If a Chairman has been appointed, he shall not have a
casting vote." shall be included. Thus, § 5 sub para (3) reads as follows:

(3) The Management Board shall adopt its resolutions by a simple majority of the
votes cast. If a Chairman has been appointed, he shall not have a casting vote.

- § 8: In sub para (4) the words "re-election should only take place" in
the first sentence shall be replaced by the words "a replacement shall in any
event be elected.". Thus, § 8 sub para (4) reads as follows:

(4) If elected members of the Supervisory Board resign from the
Supervisory Board before the end of their terms of office, a
replacement shall in any event be elected without delay if the number
of elected Supervisory Board members falls below three. The terms of
office of members so elected shall last until the end of the terms of
office of the resigning Supervisory Board members, unless the General
Meeting decides otherwise. Resigning Supervisory Board members may be
re-elected.

- § 9: In sub para (1) the words "or two Deputies" in the first sentence
shall be replaced by the word "Deputy". Thus, § 9 sub para (1) reads as follows:

(1) The Supervisory Board shall, immediately after its election, elect a
Chairman and one Deputy. They shall be elected for their entire terms of office
as members of the Supervisory Board, unless the Supervisory Board decides
otherwise.

- § 9: In sub para (3) the words " the deputies" shall be replaced by the
words "his Deputy". Thus, § 9 sub para (3) reads as follows:

(3) The Chairman and his Deputy may resign from office at any time by giving
four weeks' written notice to the Supervisory Board, even if they do not
simultaneously resign from the Supervisory Board.

- § 9: In sub para (4) the words "one of the deputies" in the
first sentence shall be replaced by the words "his Deputy". Thus, § 9
sub para (4) reads as follows:

(4) If the Chairman or his Deputy resigns from office during their
terms of office, the Supervisory Board shall immediately replace the
person resigned. The Chairman and his Deputy may be re-elected.

- § 9: In sub para (5) the words "The deputies" shall be replaced by the
words "The Deputy". Thus, § 9 sub para (5) reads as follows:

(5) The Deputy of the Chairman shall have the same rights and obligations as the
Chairman when acting as Chairman.

- § 11: In sub para (1) the words "one of his deputies, is present" in the
first sentence shall be replaced by the words "his Deputy, are present; however,
in certain cases, the Rules of Procedure of the Supervisory Board may require
the presence of the Chairman for the meeting to form a quorum." Thus, § 11 sub
para (1) reads as follows:

(1) The Supervisory Board shall form a quorum if all Supervisory Board members
have been properly invited and at least half of the members, including the
Chairman or his Deputy, are present; however, in certain cases, the Rules of
Procedure of the Supervisory Board may require the presence of the Chairman for
the meeting to form a quorum. A member who participates via video conference
enabling direct reciprocity, confidentiality and authenticity of communication
("qualified video conference") shall also be deemed present. The Chairman shall
determine the type of meeting and may especially call a qualified video
conference if this seems appropriate in the interest of the Company taking into
consideration the urgency of holding a meeting or the absence of Supervisory
Board members."

- § 11: In sub para (4) the third sentence is replaced by the
sentence "The Chairman shall not have a casting vote.". Thus, § 11
sub para (4) reads follows:

(4) Resolutions are adopted by a simple majority of the votes cast.
Any abstention shall not count as a vote cast. The Chairman shall not
have a casting vote.

- § 11: In sub para (6) the words "one of his deputies" in the
second sentence shall be replaced by the words "his Deputy". Further,
the following wording shall be included after the second sentence: ";
however, in certain cases, the Rules of Procedure of the Supervisory
Board may require the presence of the Chairman for a meeting to form
a quorum." Thus, § 11 sub para (6) reads as follows:

(6) Circular resolutions: In urgent cases, the Chairman may allow
votes in writing or by phone, by fax or e-mail, via the Internet or
by video telephony ("simple video conference") without the
Supervisory Board members gathering for a meeting, provided that no
Supervisory Board member objects in writing to this procedure within
one week of sending of the documents. A resolution is adopted if all
Supervisory Board members have been invited to vote and at least half
of the members, including the Chairman or his Deputy, have
participated in the circular resolution; however, in certain cases,
the Rules of Procedure of the Supervisory Board may require the
presence of the Chairman for a meeting to form a quorum. Any
abstention from voting in circular resolutions shall be counted for
the purpose of establishing a quorum, but shall not be counted for
the purpose of establishing the results. A member of the Supervisory
Board may not be represented by another Supervisory Board member in
circular resolutions.

- § 12: Sub para (2) shall be deleted. The numbering of the
following paragraphs changes so that the existing paragraphs (3),
(4), (5), (6) and (7) become paragraphs (2), (3), (4), (5) and (6).

- § 17: In § 17 a new sub para (3) shall be inserted, reading:

" As long as the Republic of Austria, directly or indirectly, holds
at least 25% + 1 share in the registered share capital of the
Company, resolutions pursuant to Sec 149 Stock Corporation Act and
Section 174 Stock Corporation Act, where instruments including a
conversion right or a conversion obligation into shares of the
Company are concerned, as well as changes to this provision of the
Articles of Association shall require a majority of at least three
quarters of the share capital represented upon the resolution. These
majority requirements cease to exist without requiring a change of
the Articles of Association once the shareholding of the Republic of
Austria for the first time falls below 25% + 1 share in the
registered share capital. The effective date shall be the
notification of the Company according to Sec 92 Stock Exchange Act or
the provision replacing the same. Provided that the agenda of a
General Meeting includes issues referred to in the first sentence of
this paragraph, the Chairman, in the context of chairing the meeting
pursuant to Sec 116 para 1 Stock Corporation Act in connection with
Sec 121 para 1 Stock Corporation, shall determine at the beginning of
the General Meeting whether the majority requirements referred to in
the first sentence of this paragraph are applicable."

The numbering of the following paragraphs thus changes, so that the
existing paragraphs (3) and (4) become paragraphs (4) and (5).

- § 18: In sub para (1) the word order "one of his deputies"
shall be deleted and shall be replaced by the words "his Deputy".
Thus, § 18 sub para (1) reads as follows:

(1) The General Meeting is chaired by the Chairman of the Supervisory
Board; if neither he nor his Deputy is present in person or willing
to chair the meeting, the notary present to record the proceedings
shall chair the meeting to elect a Chairman.

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 377,442,487 Proportion of the share
capital represented by these votes: 85.20% Pro: 352,350,831 Contra:
25,091,656 Abstentions: 608

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

The following resolutions were passed:

4.1. Approval of a settlement with Mr. Rudolf Fischer
The key points of the settlement are:

In addition to the already paid EUR 500,000, Mr. Fischer shall be obliged to the
following two payments:
a) immediately EUR 1,250,000
b) within 4 weeks from conclusion of settlement EUR 750,000

Upon fulfillment of the settlement, all compensation claims or claims
based on unjust enrichment, which are known or transparent to Telekom
Austria AG until 22/05/2014, either by access to the files of the
criminal proceedings or otherwise, are waived and settled. The result
of the criminal proceedings shall not affect the validity of this
settlement. This shall also apply in case Mr. Fischer is acquitted in
respect to all proceedings. Claims arising from any unlawful benefits
and "kick-back" payments of third people to Mr. Fischer are not
waived and settled; except for one unresolved issue with an amount of
up to EUR 200,000, that is still under investigation by the
authorities.

The risk of recourse of jointly liable persons shall be borne by Mr.
Fischer.

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 377,438,515 Proportion of the share
capital represented by these votes: 85.20% Pro: 377,415,026 Contra:
23,489 Abstentions: 2,968

4.2. Approval of framework conditions of a settlement with Dr.
Stefano Colombo The key points of a settlement with Dr. Stefano
Colombo are:

In addition to the already paid EUR 196,000, Dr. Stefano Colombo
shall be obliged to pay an additional amount of EUR 3,130,000 to
Telekom Austria AG.

Upon fulfillment of the settlement, all compensation claims or claims
based on unjust enrichment, which are known or transparent to Telekom
Austria AG or its subsidiaries until 14/08/2014, either by access to
the files of the criminal proceedings or by the parliamentary
investigation committee, are waived and settled. All claims of
Telekom Austria AG or its subsidiaries (as far as they are known by
Telekom Austria AG or its subsidiaries) against Dr. Stefano Colombo
resulting from Dr. Stefano Colombo's former activities for Telekom
Austria AG, are finally waived and settled.

The risk of recourse of jointly liable persons shall be borne by Dr.
Stefano Colombo.

For the avoidance of doubt, the above shall constitute an
authorization to conclude a settlement with Dr. Stefano Colombo
within the above limits, however the Company may also abstain from
such settlement.

Number of shares for which valid votes were cast as well as total
number of valid votes cast: 377,432,569 Proportion of the share
capital represented by these votes: 85.20% Pro: 377,407,033 Contra:
25,536 Abstentions: 2,671

For further information on the Annual General Meeting please visit
our website under www.telekomaustria.com/en/ir/annual-general-meeting

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