Voluntary takeover bid - GZ 2014/3/2

Reaching of the statutory minimum acceptance threshold pursuant to Sec 25a para 2 ATA. As to the inapplicability of this condition precedent see Sec 5.3 below. Non-prohibition or approval of the Offer and the Shareholders’ Agreement by the competent antitrust authorities of Austria, Bulgaria, Croatia, Macedonia, Serbia, Slovenia and Belarus. Final and binding ruling by the Austrian Telekom-Control-Commission granting its approval pursuant to Sec 56 para 2 of the Austrian Telecommunications Act; or alternatively a final and binding ruling by the Telekom-Control Commission, stating that this Offer and the conclusion of the Shareholders’ Agreement do not fall within the scope of its approval competence. A final and binding ruling by the Austrian Financial Market Authority, granting its approval pursuant to Sec 20 et seq. of the Austrian Banking Act; or alternatively a final and binding ruling by the Financial Market Authority, stating that this Offer and the conclusion of the Shareholders’ Agreement do not fall within the scope of its approval competence pursuant to sec 20 et seq. Austrian Banking Act.

Excerpt from Offer Document section 5.3:

If the conditions precedent as set forth in Sec 5.1.2 to 5.1.4 are fulfilled or waived prior to the expiry of the original Acceptance Period the Shareholders’ Agreement will become effective triggering a change of control; this voluntary takeover offer aimed to acquire control pursuant to Sec 25a ATA will be converted into a mandatory offer pursuant to Sec 22 para 1 ATA on the day of publication of the fact that the Shareholders’ Agreement became effective, whereby the condition pursuant to Sec 5.1.1 will not be applicable any longer. Such conversion constitutes an amendment of the Offer analogous to Sec 15 ATA which is why the conversion has to take place at least 8 (eight) trading days prior to the end of the original Acceptance Period (Sec 15 para 2 ATA). Provided the Acceptance Period is not prolonged pursuant to Sec 19 Abs 1b ATA, the Bidder can declare a conversion on 30 June 2014 at the latest and grants to those Telekom Austria shareholders who have accepted the Offer prior to the amendment of such conversion, the opportunity to revoke their Declaration of Acceptance within 3 (three) trading days from the day of publication of such conversion. If a shareholder does not exercise his/her right to revoke, his/her Declaration of Acceptance remains legally binding and effective. The declaration of withdrawal must be in writing and should be sent to the Receiving and Payment Agent.

In case of conversion of this voluntary takeover offer to acquire control into a mandatory offer, the conditions precedent as set forth in Sec 5.1.2 to 5.1.4 have necessarily already been fulfilled or their fulfilment has been waived. The remaining condition precedent pursuant to Sec 5.1.1 will cease to apply upon the publication.