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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We are pleased to invite our shareholders to the Annual General
Meeting, which will take place on Wednesday, 25 May 2016, at 10:00
a.m. (CET) at the Vienna Stadthalle, Halle F, A-1150 Vienna, Roland
Rainer Platz 1.

On the day of the Annual General Meeting, 25 May 2016, the
presentation of the agenda up until the general debate can be viewed
via live webcast from 10:00 a.m. (CET) (9:00 a.m. (BST) - London,
4:00 a.m. (EST) - New York). After the Annual General Meeting the
recording will also be available from 5:00 p.m. (CET) (4:00 p.m.
(BST) - London, 11:00 a.m. (EST) - New York).

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 utilisation of the net
profit and the Supervisory Board report on the fiscal year 2015.

Agenda Item 2: Resolution on the utilisation of the net profit shown
in the financial statements for the fiscal year 2015.

Agenda Item 3: Resolution on the discharge of the members of the
Management Board for the fiscal year 2015.

Agenda Item 4: Resolution on the discharge of the members of the
Supervisory Board for the fiscal year 2015.

Agenda Item 5: Resolution on the compensation for the members of the
Supervisory Board for the fiscal year 2015.

Agenda Item 6: Elections to the Supervisory Board

Agenda Item 7: Election of the auditors of the financial statements
and of the consolidated financial statements for the fiscal year
2016.

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

Shareholder information

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 from the 21st day prior
to the date of the ordinary shareholders' meeting, hence from 04 May
2016, at the latest:

1. the annual report 2015 including the consolidated financial statements
and the consolidated management report, the financial statements of the fiscal
year 2015 including the management report, the corporate governance report, the
proposal of the Management Board for the utilisation of the net profit and the
Supervisory Board report for the fiscal year 2015;
2. the report by the Management Board on agenda item 8 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. complete text of this 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;
6. statements according to Para 87 Sec 2 Stock Corporation Act.

Furthermore, these documents are also available to the public during
business hours (workdays 8:00 a.m. to 5:00 p.m. (CET)) 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.2016@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 25 May 2016, 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 by the 21st day prior to the General
Meeting (thus by 4 May 2016). 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 13 May 2016), 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.2016@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 make possible the 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 15 May 2016, 12:00 midnight (CET) (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 20 May 2016. 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.2016@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 ISIN AT 0000720008.

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 ISIN AT 0000720008),
5. explicit confirmation that the deposit confirmation refers to the record
date, which is 15 May 2016, 12:00 midnight (CET) (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.2016@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 ISIN AT 0000720008. The
proxy or the revocation of the proxy has to be submitted to the
company by 4:00 p.m. (CET) on the day prior to the General Meeting
(thus by 24 May 2016). 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,
A-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, Mrs. Brigitta
Schwarzer has been named to represent these shareholders. To
authorise Mrs. Brigitta Schwarzer 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 Mrs. Brigitta Schwarzer by phone at
+43 (0) 664 8121058 or by e-mail office@inara.at.

The shareholder is required to precisely instruct Mrs. Brigitta
Schwarzer how she (or a designated authorised sub-representative) is
to exercise the shareholder's voting rights. Mrs. Brigitta Schwarzer
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 9:00
a.m. (CET).

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 1,449,274,500 and is
divided into 664,500,000 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 664,084,841.

Paying Agent: UniCredit Bank Austria AG.

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

Vienna, 23 April 2016 The Management Board

International Securities Identification Number (ISIN)
AT 0000720008

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