**Exhibit 11.2**

G ro u p D i r e c t i v e No.

1/2007

of the Chief Executive Officer of

Magyar Telekom Telecommunications Plc.

 

concerning theentering into effect and communication of Magyar Telekom Group’s Financial Codeof Ethics to Treasury and Financial Managers

Preparedby: HR Operation Development Department

## ***                                               ***Availableat: Gemini/Dokinfo/vig-igut/1_vigut/Hun/2007

 

The personnel scope ofthis Group directive covers Magyar Telekom Telecommunication Plc’s (hereafter:Magyar Telekom Plc.) organisational units as per section 1.1. as well as alllines of business or business entities operating with Hungarian headquarterswithin its scope of operation in which Magyar Telekom Plc. has a direct orindirect ownership control.* (affiliate company)

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* The majority influence prevails through Magyar Telekom Plc.’smajority or controlling ownership (i.e. member or shareholder of an affiliatecompany and entitled to elect and recall the majority of members of theaffiliate company’s leading officials or supervisory board members, or, on thebasis of an agreement executed with other members or shareholders of theaffiliate company possesses over 50% of the votes). 

 

Magyar Telekom Group’sCode of Ethics (hereafter: Code of Ethics) determines the basic principles ofethical conduct for all Group activities and relationships. Magyar TelekomGroup’s managers engaged in financial management (hereafter: managers) bear aspecial responsibility for the protection of the interests of Magyar TelekomGroup’s shareholders, customers and employees. In order to emphasize theabove-mentioned responsibility the Financial Code of Ethics of Magyar TelekomGroup (hereafter: Financial Code of Ethics) is being published by way ofAttachment 1 of this group directive.

The enforcement of the FinancialCode of Ethics shall be, within the framework of applicable law and corporatepolicy.

I hereby order thatmanagers within the scope of this group-directive should follow the provisionsof the Financial Code of Ethics in addition to and supplementing the Code ofEthics and Code of Conduct.

1.      General provisions

1.1.       The personnel scope of this group directive shallcover:

1.1.1.       Magyar Telekom Group’s managersclassified as  S10, S11, S12, S13, S14,S15, V11 and V12 in the following areas:

·                  Magyar Telekom Chief FinancialOfficer’s governance area,

·                  Mobile Services Line of Business,Treasury and Controlling Directorate and its Procurement Directorate,

·                  Corporate  Services Line of Business FinancialOrganisation,

·                  Wireline Services Line of Business,Financial Directorate,

 

 

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1.1.2. as well as theChief Executive Officer

1.1.3.and top and thesubsequent reporting line’s financial and economic managers,

 

1.2.       The managers exercising employer’srights are responsible to have the Financial Code of Ethics introduced to andto control compliance with by all managers specified in section 1.1. of thisgroup directive, being employed or to be hired.

1.3.       Financial managers shall beobliged to sign a declaration of having familiarized with and their commitmentto comply with the Financial Code of Ethics (Annex 2.) The Declaration shall beattached to the documents related to employment.

1.4.       The Financial Code of Ethics shallbe applied within the frameworks of the relevant legislation and Magyar TelekomPlc.’s regulations.

1.5.       Apart from the Financial Code ofEthics the Code of Conduct and the Code of Ethics shall invariably apply to themanagers and they shall be obliged to comply with them.

1.6.       The text of the Financial Code ofEthics shall be rendered available to every employee, contractual partner andcustomer by way of the Group’s intranet as well as its Internet Portal.

*2.*               Closingprovisions

2.1.       This Group Directive shall becomeeffective on the day of its publication.

2.2.       This Group Directive shall be sentto the organisations and affiliated companies of Magyar Telekom Plc. concerned.

2.3.       Affiliate companies shall beobliged to integrate into their own internal regulation—in an invariableform—the Financial Code of Ethics.

2.4.       The Board of Directors willprovide for  amendment and updating ofthe Financial Code of Ethics within its own competence as it may be necessaryin the future.

2.5.       I hereby order that the Group’sHuman Resources Director shall take the necessary measures to have the contentsof sections 1.2 and 1.3 complied with.

2.6.       Annexes of the Group Directive:

*Annex 1. Magyar Telekom Group’sFinancial Code of Ethics for Financial Managers*

*Annex 2. Declaration ofCompliance with   Magyar Telekom Group’sFinancial Code of Ethics for financial managers.*

* *

Budapest, January 8, 2007

ChristopherMattheisen

Chairman-CEO

signed by his ownhands

This publication isauthentic:

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Annex 1.

of the  Group CEO Directive No. 1/2007.

 

## **MagyarTelekom Group’s**

## **FinancialCode of Ethics for Treasury and Financial Managers**

 

1.               Honestand Ethical Conduct

1.1.        Magyar Telekom Group is committed to observe thehighest requirements of ethical business conduct, and, accordingly, itstreasury and financial managers (hereafter: manager) )(1) shall at alltimes display honest and ethical conduct in every respect while performingtheir workplace obligations.

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(1) See section 1.1., CEO Directive 1/2007 for thelist of treasury and financial managers. 

1.2.        The managershall always be obliged to maintain relationships aligned with thehighest-level conduct and business standards with Magyar Telekom Group’sinvestors, customers, suppliers, employees and the authorities. As all MagyarTelekom Group’s employees, managers, too, must always exercise their bestknowledge.

1.3.        In accordancewith Magyar Telekom Group’s Code of Ethics the manager shall fully comply withall relevant paragraphs of the Code of Ethics and shall avoid even theappearance of any assumed non-compliance. Any potential or real incompatibilityshall be immediately reported to the supervising manager or to his superior.

2.               Deliveryof Information

2.1.        Every manageris accountable for demanding and assuring the completeness, correctness,precision of the information communicated in a commonly understandable and timelymanner in the documents and reports which Magyar Telekom Group rendersavailable or submits at the request of some governmental or regulatoryorganization or authority or brings to the notice of the public in any otherway. This involves information extended to stock exchanges (including Budapest and the New York Stock Exchange),the shareholders, employees and the public at large.

2.2.        In compliancewith the Code of Ethics of the Magyar Telekom Group the managers must  observe the confidentiality paragraphs of the Financial Code of Ethics .

2.3.        Whiledischarging their duties, a manager shall not falsify facts. A manager isconsidered to falsify facts in particular in the following cases:

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·                  Willfullyincluding false or misleading statements in financial reports or files,

·                  Permittingothers to do so or issuing an instruction to this effect,

·                  Failing tocorrect false or misleading financial reports or files,

·                  Signing anydocument or permitting others to sign a document that contains false or misleadinginformation,

·                  Providing anymisleading response or failing to respond to specific inquiry of Magyar TelekomGroup’s external auditors.

3.             Compliance with Legislation

3.1.        A manager isobliged to take care that Magyar Telekom Group should comply with and respectall relevant laws in terms of their letter and spirit alike, as well as anyrule and other provision that is valid in the legislative areas to which MagyarTelekom Group’s business activity belongs, including provisions concerningaccounting and controlling activities. The obligation to comply withlegislation also includes compliance with laws, rules, regulations and ethicalstandards that apply to cases when the manager personally trades Magyar TelekomGroup’s shares, and, respectively, when the manager uses Magyar Telekom Grouprelated information not intended for public use. Transactions in Magyar TelekomGroup’s securities are governed by Magyar Telekom Group’s rules of insidertrading that do not constitute a part of the Financial Code of Ethics. Everymanager shall be obliged to provide their personal support towards promotingthe basic group-level principle, on the basis of which information mentioned instatements or information of a financial nature shall be recorded in thefullest and most precise manner possible as prescribed by the relevantaccounting regulations.

3.2.        It is also themanagers’ responsibility to continuously operate and regularly assess at MagyarTelekom Group procedures that provide for the adequate indication of any eventwhen somebody deviates from Magyar Telekom Group’s basic principle of requiringcompliance with every relevant accounting regulation.

3.3.        The FinancialCode of Ethics is not a collection of every law, regulation or standard thatapplies to Magyar Telekom Group and its employees.  It is the responsibility of each manager toadhere to all applicable requirements and prohibitions imposed by concerninglaws, rules and regulations, including those relating to accounting andauditing matters.

4.             Internal settlement

4.1.           If anymanager is concerned that any other manager or some other person acting uponthe instruction of a manager acts or is in default through which the provisionsof the Financial Code of Ethics may have been violated, the manager shall be obligedto immediately inform his/her own direct supervisor or the supervisorconcerned. Any failure to do so shall amount to a violation of the FinancialCode of Ethics. The reporting person may not suffer any repercussion 

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for making a report in good faith.

4.2.           In additionto the above every manager shall be obliged to immediately inform his/hersupervisor of any information the he/she learned especially with respect to thefollowing:

·                  Any weakness or shortcoming in Magyar TelekomGroup’s procedures that would detrimentally influence Magyar Telekom Group’sability to record, process, compile, collect and enter its financial data intoits books or, respectively, there is a good reason to believe that it mighthave an impact of this kind,

·                  Irrespective of the gravity or the amountconcerned any fraud in which managers or any other employees are involved whoplay an important role in the preparation of Magyar Telekom Group’s financialstatements or data servicing are involved,

·                  Violation of any law, regulation or standard withrespect to Magyar Telekom Group or its operation if the violation has beencommitted by Magyar Telekom Group or any of its employees, consultants,contractual partners or agents,

·                  Unethical, dishonest or illegal conduct or actionthat violates the Code of Conduct, Code of Ethics, Financial Code of Ethics orany Magyar Telekom Group guideline if the person involved in it is an employeewho plays a major role in the operation of Magyar Telekom Group’s financialreports, data servicing and related procedures.

5.             Accountability for Compliance with the Rules

5.1.           The managershall be personally responsible for acting in compliance with the letter andthe spirit of the provisions contained in the Financial Code of Ethics.

5.2.           Thoseviolating the Financial Code of Ethics shall be accountable in accordance withthe Labour Code, Civil Code and the internal regulations of Magyar Telekom Plc.

5.3.           Thepunishment used depending on the gravity of the act and the culpability of theemployee may be: verbal or written warning, a detrimental legal consequenceestablished on account of a failure to comply with an employment relatedobligation, termination of employment or any other legal consequence, in linewith the legislative and internal rules.

5.4.           If thegross violation of obligation inflicts damage on the employer, employer mayoblige the manager concerned to pay damages.

5.5.           Exemptionfrom the provisions of the Financial Code of Ethics may be granted exclusivelyby the relevant order issued by the Board of Directors of Magyar Telekom Plc,which fact shall immediately be communicated publicly under the relevantlegislation and stock exchange rules.

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5.6.           The Boardof Directors will provide for  amendmentand updating of the Financial Code of Ethics within its own competence as itmay be necessary in the future.

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Annex 2.

of the Group CEODirective 1/2007

STATEMENTOn Compliance with Magyar Telekom Group’sFinancial Code of Ethics for Treasury and Financial Managers

Statement of the Manager

I have read, understoodand shall comply with the provisions contained in Magyar Telekom Group’sFinancial Code of Ethics constituting Annex 1 of  the Group CEO Directive No. 1/2007.
| Manager’s name: |   |                  |
|----------------------|--------|-----------------------|
|                 |   |                  |
| Position:            |   |                  |
|                 |   |                  |
| Organisational unit: |   |                  |
|                 |   |                  |
| Date:                |   |                  |
|                 |   |                  |
|                 |   | Signed by the Manager |

 

Certificate by the SupervisorExercising Employer Rights

Supervisors exercisingemployer rights are responsible for having Magyar Telekom Group’s FinancialCode of Ethics communicated and complied with. Taking all this intoconsideration the direct supervisor or the person authorised to do so certifiesthat the above-mentioned manager has had the chance to read Magyar TelekomGroup’s Financial Code of Ethics and then confirm the same by affixing hissignature.

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| Name of direct supervisor or another authorised  person: |   |                     |
|----------------------------------------------------------|--------|--------------------------|
|                                                     |   |                     |
| Position:                                                |   |                     |
|                                                     |   |                     |
| Organisational unit:                                     |   |                     |
|                                                     |   |                     |
| Date:                                                    |   |                     |
|                                                     |   |                     |
|                                                     |   | Signed by the Supervisor |

 

*Dear Supervisor*,

Please forward the completed and signed form to the Strategic PersonnelDepartment of the Group  Human ResourcesBranch.

 

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