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EANS-General Meeting: Telekom Austria AG / Invitation to the General Meeting according to art. 107 para. 3 Companies Act

Published: August 22, 2017; 11:05 · (FriedlNews)

We are pleased to invite our shareholders to the Extraordinary General Meeting, which will take place on Wednesday, 20 September 2017, at 08:30 a.m. (CEST) at the company's seat, Lassallestraße 9, A-1020 Vienna. Please note that due to the limited agenda, there will be no lunch offered.

General meeting information transmitted by euro adhoc with the aim of a Europewide distribution. The issuer is responsible for the content of this announcement.

22.08.2017

Invitation to the Extraordinary General Meeting

We are pleased to invite our shareholders to the Extraordinary General Meeting,
which will take place on Wednesday, 20 September 2017, at 08:30 a.m. (CEST) at
the company's seat, Lassallestraße 9, A-1020 Vienna. Please note that due to
the limited agenda, there will be no lunch offered.

Agenda

Agenda Item 1: Election of one Supervisory Board Member.

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/eo-general-meeting from the 21st day prior to the
date of the shareholders' meeting, hence from 30 August 2017, at the latest:

1. complete text of this Invitation to the General Meeting;
2. Request Letter of the shareholder América Móvil;
3. forms for proxy and revocation of proxy;
4. CV and statement according to Sec 87 para 2 Stock Corporation Act of the
candidate.

Furthermore, these documents are also available to the public during business
hours (workdays 8:00 a.m. to 5:00 p.m. (CEST)) 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.2017@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 20
September 2017, 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 Sec 87 para 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 19th day prior to the
General Meeting (thus by 1st September 2017). 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 Sec 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 11 September 2017), 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.2017@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 Sec 87 para 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 Sec 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 Sec 87 para 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 (Sec 111 Austrian Penal Code) or libel
(Sec 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 (except for proposals of candidates for the
election to the Supervisory Board which can only be raised obeying the
requirements of Sec 110 Stock Corporation Act). Resolution proposals which
according to Sec 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,
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 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 10 September
2017, 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 15 September 2017.

The deposit confirmations shall be sent to the company

* in written form and duly signed (official company signature) by mail or
courier to Telekom Austria AG, c/o HV-Veranstaltungsservice GmbH, Re: Telekom
Austria HV, A-8242 St. Lorenzen/Wechsel, Köppel 60, Austria,
* or by e-mail to ao.hauptversammlung.2017@telekomaustria.com (with attached
pdf form with qualified electronic signature according to Sec 4 para 1 SVG),

Please note: only pdf-format is eligible for the qualified electronic
signature.

* or via SWIFT as following: SWIFT GIBAATWGGMS, Message Type MT598
(alternatively 599); please indicate in the wording ISIN AT 0000720008.

Anytime beforehand in textform:

per telefax: +43 (0)50 664 9 49040 or per e-mail:
ao.hauptversammlung.2017@telekomaustria.com (deposit confirmations in the
formats PDF, JPG, TXT and TIF can be taken into account.) 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 10 September 2017, 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 ao.hauptversammlung.2017@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
(alternatively 599); 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. (CEST) on the day prior to the General Meeting (thus by 19 September
2017). 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,
Mag. Dr. Wilhelm Rasinger has been named to represent these shareholders. To
authorise Mag. Dr. Wilhelm Rasinger 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/eo-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
Mag. Dr. Wilhelm Rasinger by phone at +43 (0) 1 8763343 - 30 or by e-mail
wilhelm.rasinger@iva.or.at.

The shareholder is required to precisely instruct Mag. Dr. Wilhelm Rasinger how
he (or a designated authorised sub-representative) has to exercise the
shareholder's voting rights. Mag. Dr. Wilhelm Rasinger 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 raise
objections against 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 7:30 a.m. (CEST).

The venue can be easily reached by public transports (underground line U1,
station "Vorgartenstraße"). Please note that no parking spaces are provided by
the company.

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.

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

Vienna, 22 August 2017 The Management Board

Further inquiry note:
Susanne Reindl
Head of Investor Relations
Telekom Austria Group
Tel.: +43 (0) 50 664 39420
E-mail: susanne.reindl@telekomaustria.com

end of announcement euro adhoc
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issuer: Telekom Austria AG Lassallestrasse 9 A-1020 Wien
phone: 06646636587
mail: investor.relations@telekomaustria.com
WWW: www.telekomaustria.com/ir
ISIN: AT0000720008
indexes: ATX, WBI
stockmarkets: Wien
language: English

Digital press kit: http://www.ots.at/pressemappe/2161/aom

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