Telekom Austria AG

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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Telekom Austria Aktiengesellschaft
Company no. 144477t, Commercial Court Vienna
ISIN AT 0000720008 / ISIN AT 0000A17B35

We are pleased to invite our shareholders to the Annual General Meeting, which
will take place on Wednesday, 28 May 2014, at 10:00 a.m. at the Vienna
Stadthalle, Halle F, A-1150 Vienna, Roland Rainer Platz 1 (former:
Vogelweidplatz 14).

The management report on the fiscal year 2013 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 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 utilization of the net profit and the Supervisory Board report on the fiscal
year 2013.

Agenda Item 2: Resolution on the utilization of the net profit shown in the
financial statements for the fiscal year 2013.

Agenda Item 3: Resolution on the discharge of the members of the Management
Board for the fiscal year 2013.

Agenda Item 4: Resolution on the discharge of the members of the Supervisory
Board for the fiscal year 2013.

Agenda Item 5: Resolution on the compensation for the members of the Supervisory
Board for the fiscal year 2013.

Agenda Item 6: Election of the auditors of the financial statements and of the
consolidated financial statements for the fiscal year 2014.

Agenda Item 7: Management report on share buy-back effected, number of treasury
shares held and use of treasury shares.

Agenda Item 8: Resolution on the amendment of the Articles of Association in
Para 11 Sec 1 and 6 to adjust the quorum of the Supervisory Board.


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/en/ir/annual-general-meeting and
www.telekomaustria.com/en/ir/annual-reports

1.      the annual report 2013 including the consolidated financial statements
and the consolidated management report, the financial statements of the fiscal
year 2013 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 2013;
2.      the report by the Management Board on agenda item 7 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 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.

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.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 General Meeting of 28 May 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 21st day prior to the General Meeting (thus by 7 May 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 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 19
May 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 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.

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 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 18 May 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 Friday, 23 May 2014.
On 23 April 2014 América Móvil, S.A.B. de C.V. ("AMX") has announced to launch a
public takeover offer pursuant to the Austrian Takeover Act by its fully owned
subsidiary Carso Telecom B.V. This offer shall comprise all outstanding shares
not held by AMX, Carso Telecom B.V., ÖIAG or our Company. If Carso Telecom B.V.
publishes this public takeover offer prior to the record date, shareholders who
accepted this offer until the record date, can register and participate at the
General Meeting. Shares which are submitted by the shareholders for acceptance
of the public takeover offer, will receive the ISIN AT 0000A17B35.
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.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 0000A17B35 for shares which are submitted
for the acceptance of the public takeover offer announced by AMX.

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 either ISIN AT 0000720008 or ISIN AT 0000A17B35 for shares which are
submitted for the acceptance of the public takeover offer announced by AMX),
5.      explicit confirmation that the deposit confirmation refers to the record
date, which is 18 May 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 0000A17B35 for shares which
are submitted for the acceptance of the public takeover offer announced by AMX.
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 27 May 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 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 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, 28 April 2014   The Management Board

International Securities Identification Number (ISIN)
AT 0000720008
AT 0000A17B35


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
 

Original-Content von: Telekom Austria AG, übermittelt durch news aktuell

Weitere Meldungen: Telekom Austria AG

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