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23.04.2019 – 18:12

Telekom Austria AG

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

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  General meeting information transmitted by euro adhoc with the aim of a
  Europe-wide distribution. The issuer is responsible for the content of this
  announcement.
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23.04.2019

We are pleased to invite our shareholders to the Annual General Meeting, which
will take place on Wednesday, May 29, 2019, at 10:00 a.m. (CEST) at the
company's seat, A-1020 Vienna, Lassallestrasse 9.

On the day of the Annual General Meeting, May 29, 2019, the presentation of the
agenda until the general debate can be viewed via live webcast from 10:00 a.m.
(CEST) (9:00 a.m. (BST) - London, 4:00 a.m. (EDT) - New York). After the Annual
General Meeting the recording will also be available from 5:00 p.m. (CEST) (4:00
p.m. (BST) - London, 11:00 a.m. (EDT) - 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 consolidated corporate governance report, the
consolidated non-financial report, the proposal for appropriation of the net
profit and the Supervisory Board report on the fiscal year 2018.

Agenda Item 2:

Resolution on the appropriation of the net profit shown in the financial
statements for the fiscal year 2018.

Agenda Item 3:

Resolution on the discharge of the members of the Management Board for the
fiscal year 2018.

Agenda Item 4:

Resolution on the discharge of the members of the Supervisory Board for the
fiscal year 2018.


Agenda Item 5:

Resolution on the compensation for the members of the Supervisory Board for the
fiscal year 2018.

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 2019.


Shareholder information:

In preparation for the forthcoming Annual General Meeting, we are providing our
shareholders with the following documents on our website https://www.a1.group
[https://www.a1.group/] from the 21st day prior to the date of the ordinary
shareholders' meeting, hence from May 08, 2019, at the latest:

1. the annual report 2018 including the consolidated financial statements and
the consolidated management report 2018, the financial statements of the fiscal
year 2018 including the management report, the consolidated corporate governance
report 2018, the consolidated non-financial report, the proposal of the
Management Board for the appropriation of the net profit and the Supervisory
Board report for the fiscal year 2018;
2. complete text of this invitation to the Annual General Meeting;
3. the resolution proposals for the agenda by the Management Board and the
Supervisory Board;
4. forms for proxy and revocation of proxy;
5. statements according to Sec 87 para 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. (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 hauptversammlung.2019@a1.group).

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 Annual General Meeting of May 29, 2019, 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 21st day prior to the Annual General Meeting (thus by May 08,
2019). 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 Annual General Meeting (thus,
by May 20, 2019) 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.2019@a1.group) 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 Annual 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 or
5. the shareholders indicate that they will not attend the Annual 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
summarize 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 Annual
General Meeting for each item of the agenda. 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 Annual General
Meeting as proposals for passing a resolution. For a shareholder to propose the
election of a member to the Supervisory Board, the timely submission of an
election proposal in text form pursuant to Section 110 Stock Corporation Act, to
be accompanied by a statement pursuant to Section 87 Para 2 Stock Corporation
Act, is mandatory.



Right to information:
Upon request at the Annual 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 Annual General Meeting and may exercise shareholder
rights, if they are shareholders of our company at the end of the 10th day prior
to the Annual General Meeting (record date), which is May 19, 2019, 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 (EEA) or in a full member state of the OECD and
shall be received by the company by the 3rd business day prior to the Annual
General Meeting at the latest. Please note that this deadline ends on May 24,
2019.

The deposit confirmations shall be sent to the company


  1. in text form according to Sec 16 para 2 of the Articles of Association

per telefax: +43 (0)1 8900 500 52 or

per e-mail: anmeldung.telekom@hauptversammlung.at (deposit confirmation by PDF)


  1. 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, 8242 St. Lorenzen/Wechsel, Köppel 60, Austria, or


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



Submitting the deposit confirmation serves at the same time as registration for
the Annual 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 May 19, 2019, 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, c/o HV-
Veranstaltungsservice GmbH, Re: Telekom Austria HV, 8242 St. Lorenzen/Wechsel,
Köppel 60, Austria, by fax to +43 (0)1 8900 500 52 or by e-mail to
anmeldung.telekom@hauptversammlung.at (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 Annual General Meeting (thus by May 28,
2019). Thereafter, the proxy or the revocation must be brought personally for
registration to the venue of the Annual 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,
Wilhelm Rasinger has been named to represent these shareholders. To authorise
Wilhelm Rasinger to serve as the proxy, a special proxy form is available for
downloading on the website of the Company at https://www.a1.group [https://
www.a1.group/], 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 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 Wilhelm Rasinger how he (or a
designated authorised sub-representative) has to exercise the shareholder's
voting rights. 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 Annual 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. (CEST).

Please use public transportation (e.g. underground line U1, station
"Vorgartenstraße").

Information on the data privacy shareholders:
Telekom Austria AG processes the personal data of shareholders (in particular
the information according to Section 10a Para 2 AktG; i.e. name, address, date
of birth, number of the securities custody account, number of shares held by the
shareholder, type of share if applicable, number of the voting card as well as
the name and date of birth of the designated proxy, if applicable) on the basis
of legally valid data privacy regulations, especially the EU's General Data
Protection Regulation (GDPR) as well as the Austrian Data Protection Act, in
order to enable shareholders to exercise their rights at the Annual General
Meeting.
The processing of the personal data of shareholders is absolutely necessary for
the participation of shareholders and their representatives in the Annual
General Meeting pursuant to Austrian Stock Corporation Act. The legal foundation
for processing of personal data is, thus, in fulfillment of this obligation Art
6 Para 1 lit c GDPR.
According to Art 4 lit 7 GDPR Telekom Austria AG is controller of the processing
of personal data. Telekom Austria AG uses external service companies such as
notaries public, lawyers and banks for the purpose of holding the Annual General
Meeting. They only receive the personal data from Telekom Austria AG which is
required to carry out the contracted service, and exclusively process data in
accordance with the instructions provided by Telekom Austria AG. If legally
required, Telekom Austria AG has concluded data privacy agreements with these
service companies.
If a shareholder takes part in the Annual General Meeting, all shareholders and
their representatives who are present, the Management Board and Supervisory
Board members, the notary and all their individuals with the legal right to
participate are allowed to look at the legally required list of participants
(Sec 117 AktG) and, thus, also see the personal data included in the list (e.g.
name, place of residence, number of shares). Telekom Austria AG is also legally
obliged to submit personal shareholder data (especially the list pf
participants) to the Commercial Register as part of the notarial record (Sec 120
AktG).

Please find further information with regard to the data privacy policy of
Telekom Austria AG on our website via the following link: https://www.a1.group/
en/meta/19051

Total number of shares and voting rights at time of invitation:
The share capital of the company amounts to EUR 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.

Further information regarding the election of members of the Supervisory Board:
Sec 8 para 1 of the Articles of Association of Telekom Austria AG provides for
the possibility of an election of up to ten members of the Supervisory Board to
be elected by the Annual General Meeting. Six men and four woman elected
represent the shareholders in the Supervisory Board. The terms of one female and
two male Supervisory Board members expire.

The shareholder representatives of the Supervisory Board disagreed towards the
Chair with the overall fulfillment of the gender quota according to Sec 86 para
9 Stock Corporation Act. The minimum quota pursuant to Section 86 para 7 Stock
Corporation Act (minimum of 30 % female members) with regard to the shareholder
representatives will be fulfilled.
Paying Agent: UniCredit Bank Austria AG.

For further information please visit our Website at https://www.a1.group [https:
//www.a1.group/].


Vienna, 23 April 2019 The Management Board

International Securities Identification Number (ISIN)
AT 0000720008



Further inquiry note:
Susanne Aglas-Reindl
Head of Investor Relations
A1 Telekom Austria Group
Tel: +43 (0) 50 664 39420
Email: susanne.reindl@a1.group

end of announcement                         euro adhoc
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Attachments with Announcement:
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http://resources.euroadhoc.com/documents/287/12/10294430/1/Invitation_Agenda.pdf


issuer:       Telekom Austria AG
              Lassallestrasse 9
              A-1020 Wien
phone:        004350664 47500
FAX:          
mail:      investor.relations@a1.group
WWW:       www.a1.group
ISIN:         AT0000720008
indexes:      WBI, ATX
stockmarkets: Wien
language:     English
 

Original content of: Telekom Austria AG, transmitted by news aktuell