EANS-General Meeting: Telekom Austria AG / Invitation to the General Meeting

--------------------------------------------------------------------------------
General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
--------------------------------------------------------------------------------

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

We are pleased to invite our shareholders to the Annual General
Meeting, which will take place on Wednesday, 29 May 2013, at 10:00
a.m. at the Vienna Stadthalle, Halle F, A-1150 Vienna, Vogelweidplatz
14.

The management report on the fiscal year 2012 will be published by
live-streaming on the internet under www.telekomaustria.com/agm. The
recording can also be accessed after the General Meeting. The live
streaming ends after the management report.

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 2012.
Agenda Item 2: Resolution on the utilisation of the net profit shown
in the financial statements for the fiscal year 2012. Agenda Item 3:
Resolution on the discharge of the members of the Management Board
for the fiscal year 2012. Agenda Item 4: Resolution on the discharge
of the members of the Supervisory Board for the fiscal year 2012.
Agenda Item 5: Resolution on the compensation for the members of the
Supervisory Board for the fiscal year 2012. Agenda Item 6: Election
of the auditors of the financial statements and of the consolidated
financial statements for the fiscal year 2013. Agenda Item 7:
Election to the Supervisory Board. Agenda Item 8: Management report
on share buy-back effected, number of treasury shares held and use of
treasury shares. Agenda Item 9: Resolution on the prolongation of
Authorisation of the Management Board to buy-back shares and the
Authorisation of Use in this regard, as well as with entitlement to
exclude the general purchase opportunity. Agenda Item 10: Resolution
on the amendment of the Articles of Association for adaptation
according to the Company Law Amendment Act 2011
(GesellschaftsrechtsÄnderungsgesetz 2011).

Shareholder information As of today, in preparation for the
forthcoming General Meeting, we are providing our shareholders with
the following documents on our website www.telekomaustria.com/agm and
www.telekomaustria.com/ir/annual-reports.php 1. the annual report
2012 including the consolidated financial statements and the
consolidated management report, the financial statements of the
fiscal year 2012 including the management report, the corporate
governance report, the proposal for the utilisation of the net profit
and the Supervisory Board report for the fiscal year 2012; 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.
the report by the Management Board on agenda item 9 with regard to
the authorisation of the Management Board to use or sell treasury
shares of the company other than via the stock exchange or via public
offer; 4. the invitation to the General Meeting; 5. forms for proxy
and revocation of proxy. From 8 May 2013, at the latest, the
resolution proposals for the agenda by the Management Board and the
Supervisory Board will be available on our website. 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
hauptversammlung.2013@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 29 May 2013, 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 21st day prior to the
General Meeting (thus by 8 May 2013). 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 17 May 2013), 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.2013@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 abovementioned 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 7 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 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. 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 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. 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 19 May 2013, 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 Friday, 24 May 2013. 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.2013@telekomaustria-com (deposit
confirmation attached as a PDFfile). 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 (AT
0000720008), 5. explicit confirmation that the deposit confirmation
refers to the record date, which is 19 May 2013, 12:00 midnight CEST
(local time Vienna). According to Para 262 Sec 20 Stock Corporation
Act, Telekom Austria AG determines for this General Meeting and until
further notice that it does not accept deposit confirmations via a
banks' internationally used and especially secured communications
network (SWIFT).

Shareholders may nominate representatives. The proxy or the
revocation of a proxy shall 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.2013@telekomaustria.com (proxy or revocation of a
proxy attached as a PDF-file). 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 28 May 2013). 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. According to Para 262 Sec 20 Stock
Corporation Act, Telekom Austria AG determines for this General
Meeting and until further notice that it does not accept the proxy or
the revocation of a proxy via a banks' internationally used and
especially secured communications network (SWIFT).

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 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 436,031 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 442,563,969.

Paying Agent: UniCredit Bank Austria AG.

For further information please visit our website at
www.telekomaustria.com/agm.

Vienna, 26 April 2013

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
--------------------------------------------------------------------------------

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