Exhibit 1.1    Unofficial Translation of the Amended and Restated
Articles of Association of Magyar Telekom Telecommunications Public Limited
Company


Articles of Association of Magyar Telekom Plc.   Contents  1.The
  Company Data
  41.1. The Registered Name of the Company
  41.2. The Company's name in English
  41.3. The Registered Office of the Company
  41.4. Sites and Branch Offices of the Company
  41.5. The Duration of the Company
  41.6. The Scope of Activities of the Company
  41.7. The Company's Registered Share Capital
  71.8 Legal Succession
  72. The
  Shares of the Company
  72.1. Share Capital
  72.2. Series "A" Shares
  72.3. The Nominal Value of Shares and the Certificate issued
  on the Dematerialized Share
  72.4. Transfer of Shares
  82.5. Shareholders' Register
  82.6. Interim Share Certificates
  93.
  Payment for shares
  93.1. Effecting Payment for Shares
  93.2. Recognition of Payment
  93.3. Contributions in Kind
  93.4. Recognition of Contributions in Kind
  93.5. Delay in Payment for Shares and Contributions in Kind
  93.6. Full Payment for Shares
  93.7. Termination of Shareholders' rights
  104.
  Rights of Shareholders and the Means of Exercising Shareholders' Rights
  104.1. Dividends
  104.2. Distribution of Assets in Case of the Termination of
  the Company
  104.3. Voting Rights
  104.4. Limitation of the Rights of Shareholders
  104.5. Payment of Dividends
  104.6. Right to Convene the General Meeting
  114.7. Conditions for a General Meeting resolution resulting
  in the delisting of shares from the stock exchange
  115.
  Rights to Information and Closing of the Shareholders Register
  115.1. Mandatory Dissemination of Information
  115.2. Shareholders' Rights to Information
  115.3. Closing of the Shareholders Register
  116. The
  General Meeting of the Company
  126.1. Supremacy of the General Meeting
  126.2. Matters within the Exclusive Scope of Authority of the
  General Meeting
  126.3. Passing Resolutions
  136.4. Right to Convene General Meetings
  136.5. Notification of the Supervisory Board on the
  convocation of the General Meeting
  136.6. Occurrence and Agenda of a General Meeting
  136.7. Convocation of the General Meeting
  136.8. Notice of General Meetings
  136.9. Supplements to the agenda of a General Meeting
  146.10. Attendance List
  146.11. Quorum
  146.12. Opening of the General Meeting
  146.13. The Chairman of the General Meeting
  146.14. Election of the Officials of the General Meeting
  156.15. Order and Discussion of Items on the Agenda
  156.16. Suspended General Meeting
  156.17. Voting Procedures
  156.18. Passing Resolutions
  156.19. Minutes of the General Meeting
  156.20. Attendance by Officials of the Company
  167. Board
  of Directors
  16  2


7.1. Status of the Board of Directors
  167.2. Members of the Board of Directors
  167.3. Interim Election
  167.4. Rules of Procedure and Chairman of the Board of
  Directors
  167.5. Quorum, Passing Resolutions
  177.6. Minutes
  177.7. Resignation, Death
  177.8. Liability of Directors
  178. The
  Supervisory Board
  188.1. Status of the Supervisory Board
  188.2. Members of the Supervisory Board
  188.3. Duties
  188.4. Rules of Procedure
  198.5. Convocation of the General Meeting by the Supervisory
  Board
  198.6. Liabilities of Members of the Supervisory Board
  198.7 Audit Committee
  199. The
  Auditor
  219.1. Election
  219.2. Duties of the Auditor:
  219.3. The rights and the responsibilities of the Auditor
  229.4. Auditor's Conflict of Interest
  2210.
  Signature on Behalf of the Company
  2211.
  Increase in the Registered Capital of the Company
  2211.1. Cases
  2211.2. Subscription preference right
  2311.3. Prohibited Subscription
  2311.4. Private Placement
  2311.5. Conversion of Capital Reserves into Registered
  Capital
  2311.6. Conditional capital stock increase by means of
  converting the convertible bonds to stocks
  2312.Decrease
  of the Registered Capital of the Company
  2413.
  Conflict of Interest
  2414.
  Indemnification of Members of the Board of Directors and the Supervisory
  Board
  2514.1. Indemnification
  2514.2. Advancing Expenses
  2514.3. Insurance
  2515.
  Other Provisions
  2515.1. Financial Year
  2515.2. Notices
  2515.3. Interest
  2515.4. Modification of Law
  2515.5. Miscellaneous
  25  3


1. The
Company Data  1.1. The Registered Name of the
Company  The registered name of the Company is Magyar Telekom
Távközlési Nyilvánosan Müködö Részvénytársaság The Companys abbreviated name is Magyar Telekom Nyrt.  1.2. The Companys name in English  The Companys name in English is Magyar Telekom
Telecommunications Public Limited Company The Companys abbreviated name: Magyar Telekom Plc.  1.3. The Registered Office of the
Company  1013 Budapest, 
Krisztina krt. 55.  1.4. Sites and Branch Offices of the
Company  (a) Sites of the Company:  1117 Budapest, Gábor Dénes u. 2. 1013 Budapest, Krisztina krt. 32. 1107 Budapest, Bihari u.6. 1117 Budapest, Magyar tudósok krt.9. 1073 Budapest, Dob u. 76-78. 1051 Budapest, Petöfi Sándor u. 17-19. 1117 Budapest, Kaposvár u. 5-7 1117 Budapest, Budafoki u. 103-107 1107 Budapest, Száva u. 3-5. 1089 Budapest, Baross u. 133. 1133 Budapest, Kórház u. 6-12. 1152 Budapest, Szilaspark u. 10. 1182 Budapest, Üllöi út 661. 1148 Budapest, Örs vezér tere 48. 1033 Budapest, Vöröskereszt u. 11.  (b) Branch Offices of the
Company:  4026 Debrecen, Bethlen u. 1. 3525 Miskolc Régiposta u. 9. 9400 Sopron, Széchenyi tér 7-10. 7601 Pécs, Rákóczi út 19. 8174 Balatonkenese, Parti sétány 51. 6722 Szeged, Tisza Lajos krt. 41. 5600 Békéscsaba, Andrássy u. 44. 5600 Békéscsaba, Andrássy u. 51. 6721 Szeged, Csongrádi sgt. 12. 6723 Szeged, Etelka sor 1. 2030 Érd, Bajcsy Zsilinszky u. 158. 2500 Esztergom, Aradi vértanúk tere 2.  1.5. The Duration of the Company  The Company is established for an indefinite period of
time.  1.6. The Scope of Activities of the
Company  1.6.1. Main activity:  4


61.10 08
  Wired
  telecommunications activities  1.6.2. Other activities:  18.13 08
  
  Pre-press
  and pre-media services18.14 08
  
  Binding
  and related services18.20 08
  
  Reproduction
  of recorded media26.30 08
  
  Manufacture
  of communication equipment33.20 08
  
  Installation
  of industrial machinery and equipment35.11 08
  
  Production
  of electricity35.30 08
  
  Steam
  and air conditioning supply41.10 08
  
  Development
  of building projects41.20 08
  
  Construction
  of residential and non-residential buildings42.21 08
  
  Construction
  of utility projects for fluids42.22 08
  
  Construction
  of utility projects for electricity and telecommunications42.99 08
  
  Construction
  of other civil engineering projects n.e.c.43.11 08
  
  Demolition43.12 08
  
  Site
  preparation43.21 08
  
  Electrical
  installation43.22 08
  
  Plumbing,
  heat and air-conditioning installation43.29 08
  
  Other
  construction installation43.99 08
  
  Other
  specialised construction activities n.e.c.45.11 08
  
  Sale
  of cars and light motor vehicles45.19 08
  
  Sale
  of other motor vehicles46.14 08
  
  Agents
  involved in the sale of machinery, industrial equipment, ships and aircraft46.43 08
  
  Wholesale
  of electrical household appliances46.49 08
  
  Wholesale
  of other household goods46.52 08
  
  Wholesale
  of electronic and telecommunications equipment and parts46.69 08
  
  Wholesale
  of other machinery and equipment46.90 08
  
  Non-specialised
  wholesale trade47.19 08
  
  Other
  retail sale in non-specialised stores47.41 08
  
  Retail
  sale of computers, peripheral units and software in specialised stores47.42 08
  
  Retail sale of telecommunications equipment in
  specialised stores47.43 08
  
  Retail
  sale of audio and video equipment in specialised stores47.54 08
  
  Retail
  sale of electrical household appliances in specialised stores47.59 08
  
  Retail
  sale of furniture, lighting equipment and other household articles in
  specialised stores47.61 08
  
  Retail
  sale of books in specialised stores47.62 08
  
  Retail
  sale of newspapers and stationery in specialised stores47.63 08
  
  Retail
  sale of music and video recordings in specialised stores47.65 08
  
  Retail
  sale of games and toys in specialised stores47.78 08
  
  Other
  retail sale of new goods in specialised stores47.91 08
  
  Retail
  sale via mail order houses or via Internet47.99 08
  
  Other
  retail sale not in stores, stalls or markets52.10 08
  
  Warehousing
  and storage55.10 08
  
  Hotels
  and similar accommodation55.20 08
  
  Holiday
  and other short-stay accommodation55.90 08
  
  Other
  accommodation56.10 08
  
  Restaurants
  and mobile food service activities56.21 08
  
  Event
  catering activities56.29 08
  
  Other
  food service activities58.11 08
  
  Book
  publishing58.12 08
  
  Publishing
  of directories and mailing lists58.13 08
  
  Publishing
  of newspapers58.14 08
  
  Publishing
  of journals and periodicals  5


58.19 08
  
  Other
  publishing activities58.21 08
  
  Publishing
  of computer games58.29 08
  
  Other
  software publishing59.20 08
  
  Sound
  recording and music publishing activities60.10 08
  
  Radio
  broadcasting60.20 08
  
  Television
  programming and broadcasting activities61.20 08
  
  Wireless
  telecommunications activities61.30 08
  
  Satellite
  telecommunications activities61.90 08
  
  Other
  telecommunications activities62.01 08
  
  Computer
  programming activities62.02 08
  
  Computer
  consultancy activities62.03 08
  
  Computer
  facilities management activities62.09 08
  
  Other
  information technology and computer service activities63.11 08
  
  Data
  processing, hosting and related activities63.12 08
  
  Web
  portals63.99 08
  
  Other
  information service activities n.e.c.64.20 08
  
  Activities
  of holding companies68.20 08
  
  Renting
  and operating of own or leased real estate68.31 08
  
  Real
  estate agencies68.32 08
  
  Management
  of real estate on a fee or contract basis69.20 08
  
  Accounting,
  bookkeeping and auditing activities; tax consultancy70.21 08
  
  Public
  relations and communication activities70.22 08
  
  Business
  and other management consultancy activities71.11 08
  
  Architectural
  activities71.12 08
  
  Engineering
  activities and related technical consultancy71.20 08
  
  Technical
  testing and analysis72.19 08
  
  Other
  research and experimental development on natural sciences and engineering72.20 08
  
  Research
  and experimental development on social sciences and humanities73.11 08
  
  Advertising
  agencies73.12 08
  
  Media
  representation74.30 08
  
  Translation
  and interpretation activities74.90 08
  
  Other
  professional, scientific and technical activities n.e.c.77.11 08
  
  Renting
  and leasing of cars and light motor vehicles77.12 08
  
  Renting
  and leasing of trucks77.21 08
  
  Renting
  and leasing of recreational and sports goods77.22 08
  
  Renting
  of video tapes and disks77.29 08
  
  Renting
  and leasing of other personal and household goods77.33 08
  
  Renting
  and leasing of office machinery and equipment (including computers)77.39 08
  
  Renting
  and leasing of other machinery, equipment and tangible goods n.e.c.79.11 08
  
  Travel
  agency activities79.12 08
  
  Tour
  operator activities79.90 08
  
  Other
  reservation service and related activities80.20 08
  
  Security
  systems service activities81.10 08
  
  Combined
  facilities support activities82.11 08
  
  Combined
  office administrative service activities82.19 08
  
  Photocopying,
  document preparation and other specialised office support activities82.20 08
  
  Activities
  of call centres82.30 08
  
  Organisation
  of conventions and trade shows82.91 08
  
  Activities
  of collection agencies and credit bureaus82.99 08
  
  Other
  business support service activities n.e.c.85.32 08
  
  Technical
  and vocational secondary education85.51 08
  
  Sports
  and recreation education85.59 08
  
  Other
  education n.e.c.  6


85.60 08
  
  Educational
  support activities95.11 08
  
  Repair
  of computers and peripheral equipment95.12 08
  
  Repair
  of communication equipment  1.7. The Companys Registered Share
Capital  The share capital of the Company is HUF 104,274,254,300 (that is one hundred and four
billion twohundred and seventy-four million two hundred and
fifty-four thousand three hundred forint), comprised of HUF 46,008,065,300 (that is forty-six billion eight
million and sixty-five thousand three hundred forints) cash
contribution and HUF 58,266,189,000 (that is fifty eight
billion two hundred and sixty six million one hundred and eighty nine thousand
forint) in-kind contribution.  1.8 Legal Succession  1.8.1.Magyar
Telekom Telecommunications Public Limited Company is the general legal successor
of T-Mobile Hungary Telecommunications Company Limited by Shares (1117
Budapest, Kaposvár u. 5-7.; Corporate Registry No.: 01-10-042361) that was
merged into the Company on February 28, 2006.  1.8.2. Magyar Telekom Telecommunications Public
Limited Company is the general legal successor in respect of the demerged
corporate assets of T-Online Hungary Internet Service Provider Private Company
Limited (registered seat: 1117 Budapest, Neumann J. u 1/b.; Corporate Registry
No.: 01-10-044389) that was merged into the Company on September 30, 2007.  1.8.3. Magyar Telekom Public Limited Company is the
general legal successor of EMITEL Telecommunications Company Limited
(registered seat: 6722 Szeged, Tisza Lajos krt. 41., Corporate Registry No.:
06-10-000154) that was merged into the Company on September 30, 2007.  1.8.4. Magyar Telekom Távközlési
Nyilvánosan Müködö Részvénytársaság shall be the general legal successor of
T-Kábel Magyarország Kábeltelevíziós Szolgáltató KorlátoltFelelösségüTársaság(registered seat: 1089 Budapest, Baross u. 133.,
Cg. 01-09-674638).  1.8.5. Magyar Telekom Távközlési
Nyilvánosan Müködö Részvénytársaság shall be the general legal successor of
Dél-Vonal InformatikaiFejlesztö ésSzolgáltató KorlátoltFelelösségüTársaság(registered seat: 1089 Budapest, Baross u. 133.,
Cg. 01-09-908030).  2. The
Shares of the Company  2.1. Share Capital  The share capital of the Company in comprised of 1,042,742,543 A series registered
shares, each with the face value of HUF 100.  The shares of the Company are dematerialized shares.  Dematerialized shares are registered shares that have
no serial number and the name of the owner as well as other identification data
are contained in the securities account.  2.2. Series A Shares  The holder of each Series A Share shall be
entitled to one vote at the General Meeting of the Company and to all such
rights attributed to such shareholder by Act IV of 2006  on Business Associations (hereinafter: the
Companies Act) or these Articles.  2.3. The Nominal Value of Shares and
the Certificate issued on the Dematerialized Share  Shares belonging to the same share type shall have the
same nominal value.  The security account of the owner of dematerialized
shares must include the data specified by the relevant laws:  A certificate - which does not qualify as a security -
shall be issued on each type of dematerialized share and deposited in the
central treasury, bearing the signatures of two members of the Board of
Directors.  7


2.4. Transfer of Shares  (a) The acquisition and transfer of the
dematerialized share shall only be effected through crediting or debiting the
securities account. The owner of the security  unless the contrary is proved 
shall be the person on whose account the security is registered. The transfer
of registered or Interim Share Certificates shall be effective with respect to
the Company when the name of the new owner of the shares has been entered in
the Shareholders Register.  (b) The consent of the shareholders holding at
least a simple majority of the outstanding voting stock of the Company
(excluding the shares the acquisition of which is subject to such approval
under this section) shall be required to approve the acquisition, directly or
indirectly, of the shares of the Company which, on a cumulative basis, would
result in any person, or persons acting in concert (by virtue of agreement,
ownership or otherwise), holding 10% or more, directly or indirectly, of the
outstanding voting stock of the Company. The foregoing notwithstanding, no
consent shall be required for: (i) acquisitions directly from the persons
holding 10% or more of the Companys outstanding voting stock as at September 29,
1997 (Existing Shareholders), (ii) acquisitions directly from the
transferees of the Existing Shareholders, (iii) acquisitions by an
internationally recognised underwriter acquiring the Companys shares for the
exclusive purpose of distributing such shares in a public offering, (iv) acquisitions
by depositories for the Companys shares or certificates representing such
shares appointed by the Company (but only (a) to the extent that the
acquisition of such shares by the person or persons ultimately exercising
shareholders rights attached to the shares held by the depositories do not
require the consent set forth in this Section 2.4(b) and (b) on
the condition that such depository undertakes to provide the list of such
persons to the Company upon request), or (v) direct or indirect sales or
transfers of interest in any Existing Shareholder.  No holder of any shares shall exercise any
rights in respect of any shares acquired in violation of this Section and
the Company shall not register such acquisition in the Shareholders Register
of the Company.  (c) In the event of transfer of shares the
custodian shall notify the registrar as to the transfer within two days upon
such event (i.e. transfer of shares to the securities account). If the
shareholder wishes so the custodian will not announce the said data. The
shareholder shall provide evidence that he acquired the shares in accordance
with the conditions set forth in these Articles. In the event that the new
owner of the shares provides the appropriate documents, the Company shall,
within a period of fifteen (15) days, examine such documents and decide whether
the new owner acquired the shares in accordance with the provisions of these
Articles. If the Company establishes that the transfer occurred in violation of
the Articles, it shall not register such transfer of shares. The Company shall
promptly notify the new owner of its reasoned decision and the new owner shall
have the right to request, within thirty (30) days of the rendering of such
decision, the competent court to review the decision.  (d) Those shareholders who wish so, shall not be
registered in the Shareholders Register in addition to those who obtained the
shares in violation of laws or this Articles regarding the transfer of shares.  (e) The registrar, except in case set forth in Section 2.4.
(c) and (d), shall not refuse prompt registry and shall promptly delete
such shareholder who wishes so.  (f) If the ownership of the shareholder ceased to exist with the
transfer of shares the custodian shall notify the registrar on this fact within
two working days upon such event. The registrar, based on the notification,
shall promptly incorporate such changes in the Shareholders Register.  (g) The shareholder may review the Shareholders
Register and may request a copy on parts relevant to him from the Board of Directors
or from the representative thereof. Such requests shall be met within five days
by the registrar. Third parties may review the Shareholders Register as well.  2.5. Shareholders Register  2.5.1. The Board of Directors of the Company through
the registrar assigned by the Board according to Section 202.§ (2) of
the Act, maintains a Shareholders Register of the holders of registered shares
(including holders of Interim Share Certificates or Preliminary Share
Certificates) and shareholders proxies by the class of shares, in which the
name - in case of a joint representative the relevant data of the joint
representative respectively - and address (seat) of each shareholder
(shareholders proxy) as well as the shareholding of each shareholder by the
share series is recorded. The Company maintains a computerized Shareholders
Register.  2.5.2.The
registrar, assigned by the Board of Directors of the Company, fulfils the
written requests of the not-yet-registered acquirer or his representative on
registering the transfer of shares in the Shareholders Register - if it was
not requested by the custodian  if the acquirer of the shares or his
representative produces the securities account statement under his name that
certifies the ownership of the share towards third parties at the time of its
issuance and complies with the provisions of Section 2.4 of these
Articles.  2.5.3. The condition of participating at the General
Meeting is that the shareholder or the nominee (except proxy holders acting on
the basis of the authorization of the shareholder issued in the form of a
public instrument or a private document of full probative force) is registered
as such in the Shareholders Register at least six (6) working days prior
to the date of the General Meeting. The registry of shareholders in the
Shareholders Registry may be at the record date of identification of
beneficial owner prior to the GM or at the shareholders individual request.
Those shareholders can exercise their voting rights at the GM who are  8


entered into the Shareholders Registry. No entry in
the Shareholders Register shall be made in the period of six (6) business
days prior to the General Meeting.  2.5.4. The registrar, assigned by the Board of the
Company may refuse the request for registration into the Shareholders Register
by a person acquiring shares who omits to provide the supporting evidence that
such a person is obliged to submit to the Company in accordance with Section 2.4
of these Articles. The registration into the Shareholders Register based on
untrue, false or misleading statements may be deleted by a reasoned resolution
of the Board of Directors.  2.6. Interim Share Certificates  Upon registration of an increase in the capital of the Company by the
Court of Registration, the Company may issue Interim Share Certificates
(ideiglenes részvény) if the amount of the contribution either undertaken to
be acquired or registered by the shareholder until the shares are fully paid.
The Interim Shares are securities, subject to the same rules that are
applicable to shares. The transfer of Interim Shares are effected when the
shareholder is registered in the Shareholders Register. Subsequent to the full
payment of the share value and the production of new shares, the Board of
Directors invalidates the Interim Shares in accordance with the provisions of
the Companies Act.  3. Payment for shares  3.1. Effecting Payment for Shares  Unless otherwise provided by the resolution of the
General Meeting regarding an increase in the Companys capital,  a) in the case of increase of share capital by way of
closed issue the subscribers for shares shall be obliged to pay at least 25% of
the subscription price b) in the case of increase of share capital by way of
the public issue of new shares if the issue price of shares exceeds their face
value the subscribers must fully pay the difference to the Company at
subscription and provide written proof thereof, within a period of 15 days
after the subscription for shares.  3.2. Recognition of Payment  Unless otherwise provided by the resolution of the
General Meeting, cash payment for shares subscribed for shall be recognized
when the total amount of the issue price has been credited to the Companys
account with a bank that is registered in Hungary.  3.3. Contributions in Kind  Subscribers shall be obliged to transfer any asset
comprising contribution in-kind to the Company or place such assets at the
Companys disposal before the request for the registration of the Company is
filed with the Court of Registration.  3.4. Recognition of Contributions in Kind  The Board of Directors shall issue a receipt in
respect of any contributions in kind.  3.5. Delay in Payment for Shares and Contributions in Kind  Should a shareholder fail to make the contribution due
to be paid to the Company as stipulated by Section 3.6, the Board of
Directors shall set a 30-day deadline and call on the shareholder for
compliance.  3.6. Full Payment for Shares  Subject to the provisions of Section 3.1., each
shareholder shall be obliged to pay up the full amount of the issue price of
the shares subscribed by it to the Company as per Section 3.2 and 3.2.
within one year from the registration date of the capital increase by the Court
of Registration, unless the General Meeting provides for a shorter period at
the commencement of the subscription period.  Shareholders shall be obliged to pay up the requested
amount prior to the expiration of such one year period only if the Board of
Directors, acting in accordance with the provisions of these Articles, or the
resolution of the General Meeting increasing the capital of the Company, calls
upon the shareholders to do so by means of a public announcement.  In such cases shareholders shall perform their
obligations to pay up the issue price of shares within the applicable deadline
set forth in such notice.  Any notice
issued under this paragraph shall be published by the Company in accordance
with these Articles governing the  9


publication of notices and advertisements.  The stipulated period for payment shall
commence upon the publication of the related notice.  Any notice issued under this paragraph shall contain a
warning to shareholders of the consequences of delay in payment, non-payment or
the failure to make a contribution in kind as set out in Section 3.7.  Subject to the provisions of Section 3.7,
shareholder rights with respect to shares not fully paid for shall be exercised
proportionately to the amount of payment made.  3.7. Termination of Shareholders rights  Should any shareholder fail to observe the deadline
set under Section 3.5 herein, his membership (respectively his shareholder
rights on the share(s) not paid up) shall cease on the following day and
if no other person assumes the obligation of paying his financial contribution,
the share capital of the company shall be lowered by the General Meeting by the
amount of the financial contribution.  The conditions of assuming such obligation shall be
determined at the same time when adopting a General Meeting resolution on
capital increase, considering the provisions of Section 11 of the
Companys Articles of Association.  The defaulting shareholder is entitled to redemption
of his paid up financial contribution either when his successor shareholder has
paid his financial contribution to the company or after the decrease of the
share capital.  4. Rights of Shareholders and the
Means of Exercising Shareholders Rights  4.1. Dividends  Whenever a dividend or interim dividend is declared by
the General Meeting, shareholders shall be entitled to such dividend or interim
dividend in proportion to the nominal value of their shares pursuant to Section 4.5.
herein.  4.2. Distribution of Assets in Case of the Termination of the
Company  In the event of dissolution (végelszámolás) of the
Company, the assets of the Company shall be distributed, after satisfying
creditors, among all of the shareholders of the Company, such distribution to
occur in accordance with the ratio of the nominal value of each shareholders
shares to the total registered capital of the Company.  4.3. Voting Rights  Shareholders shall be entitled to voting rights
attaching to their shares as described in Section 2 of these Articles.  4.4. Limitation of the Rights of Shareholders  Shareholders whose names have not been entered into
the Shareholders Register and shareholders who acquired their shares in
violation of the restrictions in these Articles pertaining to the transfer and
the acquisition of shares shall not be allowed to exercise their rights
attached to such shares vis-á-vis the Company.  4.5. Payment of Dividends  If
the Annual General Meeting establishes that the company has made profit and
determines that dividends should be paid, only those shareholders or
shareholder representatives shall be entitled to such dividends who are ownerswith respect to the record date of
identification of beneficial owner  and
the statutory required data of which are available for the payment of dividends.Therecord date of
identification of beneficial ownershall not be earlier than
the fifth stock market trade day subsequent to the date of the General Meeting.  The
Company pays the dividends to the shareholders from the date specified by the
relevant resolution of the GM via wire transfer. The dividend payment period
commences at the date specified by the resolution of the GM that decides on the
approval of the report according to the Accounting Act and the use of the
profit after tax, however, at least 10 working days must lapse between the
first publication of the GM resolution regarding the commencement date of the
dividend payment and the first day of paying the dividends.  10


Shareholders
may claim dividends during the lapse period specified in the Civil Code (5
years). After that time their claim for dividends will lapse. Dividends not
claimed by the shareholders shall be added to the capital reserve of the
Company.  An
interim dividend may be disbursed between the approval of two consecutive
reports under the Accounting Act, if  ·on the basis of the interim balance it can be stated that the Company
possesses sufficient coverage to pay the interim dividend and that the sum to
be paid does not exceed the profit generated since closing the books according
to the last business years annual report under the Accounting Act plus the
unused profit reserve, and subsequent to the said outpayment the own capital of
the share company - adjusted according to the Accounting Act- must not fall
under the registered capital, and  ·Shareholders undertake to return the interim dividend if later,
according to the report under the Accounting Act - and pursuant to Section 223
(1) of the Act on Business Associations - the law would not allow the
outpayment of such dividend.  No dividend shall be paid the Company for its own
shares, at specifying the amount due to the shareholders entitled to dividends
the Company does not take the dividend of own shares into account.  4.6. Right to Convene the General Meeting  The General Meeting shall be convened if shareholders
representing at least five percent of the votes request the Board of Directors
in writing to convene the General Meeting, stipulating the reason for and the
object of their request.  The Court of
Registration shall convene the General Meeting if the convocation of the
General Meeting is requested in compliance with the above outlined procedure
and the Board of Directors fails to act within a period of 30 days or fails to
convene the General Meeting within the shortest notice period required by the
law or these Articles after such action.  4.7. Conditions for a General Meeting resolution resulting in
the delisting of shares from the stock exchange  The General Meeting may only make a resolution
resulting in the delisting of shares from the stock exchange - including the
decision resulting in the delisting a series of shares as a sanction - if any
shareholder previously undertakes the obligation to submit a public bid for
purchasing the shares in relation to delisting, according to the Regulations of
the Budapest Stock Market for Listing, Continued Trading and Disclose.  5. Rights to Information and
Closing of the Shareholders Register  5.1. Mandatory Dissemination of Information  In accordance with the rules of these Articles
governing the publication of notices the report prepared according to the
Accounting Act, the summaries of the Board and Supervisory Board reports, the
summary of the submissions regarding the agenda items, the resolution proposals
and the extract of the company governance and management report shall be
published at least 15 days prior to the date of the GM.  5.2. Shareholders Rights to Information  Each shareholder has the right to attend the General
Meeting, request information and comment on issues at the General Meeting.  Holders of voting shares have the right to
make proposals and to vote.  The Board of Directors shall provide the necessary
information to any shareholder with respect to any matter on the agenda of the
General Meeting upon the request of such shareholder submitted in writing to
the Board of Directors at least 8 days prior to the General Meeting. The Board
of Directors may refuse to provide such information only if that would violate
a substantial business interest or business secret of the Company.  As part of the rights of Shareholders to information
shareholders may not have access to the business books and other business
documents of the Company.  5.3. Closing of the Shareholders Register  Shareholders, or shareholders proxies shall be
entitled to exercise their voting rights at any General Meeting if they have
been duly registered as owners of shares or shareholders representatives in
the Shareholders Register at least 6 (six) business days prior to such General
Meeting.  11


6. The General Meeting of the
Company  6.1. Supremacy of the General Meeting  The General Meeting is the highest decision-making
body of the Company.  The decisions of
the General Meeting, which are referred to as resolutions, are binding upon the
shareholders, the other organs and the officers of the Company.  6.2. Matters within the Exclusive Scope of Authority of the
General Meeting  The following matters shall be within the exclusive
scope of authority of the General Meeting:  (a) to draw up and amend these Articles, unless
otherwise provided by the law;  (b) unless otherwise provided by the law, the
increase or decrease of the registered capital of the Company;  (c) to amend the rights attached to individual
series of shares;  (d) any merger into, consolidation with another
company or de-merger of the Company, or any termination, dissolution,
liquidation, or transformation of the Company into another corporate form. In
the process of transformation if the Board of Directors prepares the documents
necessary for the transformation, the General Meeting of the Company -
according to 71 (1) Section of the Companies Act - may adopt a final
decision on the transformation with holding only one meeting. In this case,
draft transformation asset balance- and asset inventory pertaining to the
reference date specified by the Board of Directors, within the preceding six
months, and approved by the auditor, shall be presented for the meeting;  (e) to decide on the approval of a public offer
on own shares;  (f) decision on issuing convertible or
subscription right bonds, unless otherwise provided by the law;  (g)  to elect, remove and determine the
remuneration of the members of the Supervisory Board, the Audit Committee and
the Board of Directors;  (h) to elect, remove and determine the
remuneration of the Auditor of the Company and to define the contents of the
essential elements of the contract to be concluded with the auditor;  (i) to approve the report pursuant to the Act on
Accounting, including the company governance and management report and to
decide on the utilisation of after-tax earnings;  (j) to approve any change in the Companys
registered scope of activities;  (k) subject to Section 11.2, to appoint the
person(s), pursuant to Section 251 of the Companies Act, that are
authorized to subscribe for shares in any private increase of the Companys
capital;  (l) decision with respect to an approval pursuant
to Section 2.4 (b) of the Articles;  (m) to approve the registering of the Companys
shares on a stock exchange;  (n) transfer, assignment, lease or the granting
of permanent right to the use of, the creation of an encumbrance or security
interest in a valuable right enabling the continuation of a specific activity
of the Company to another business entity - i.e. rights granted in the Contract
that was concluded for the purpose of providing universal electronic
telecommunications services pursuant to Articles 117-118 of Act C of 2003 on
electronic communications;  (o) transfer of the total or substantial assets
of the Company.  For the purposes of this
Section substantial shall mean the transfer of assets which would render
the Company incapable of performing its obligations performing its universal
service providing obligations as defined in the Contract regarding the
provision of Universal Telecommunications Services;  (p) to decide on measures that are capable of
disturbing the relevant process in case of obtaining information on a public
offer based on and in accordance with a separate Act;  (q) decision on request to delist the Companys
shares from a stock exchange (see Section 4.7.);  (r) to evaluate the work of the members of the
Board of Directors in the previous business year, decision on granting relief
to the members;  (s) decision on the payment of interim dividends,
unless otherwise provided by the law;  12


(t) decision on the acquisition of the Companys own shares;  (u) decision on the exclusion of subscription preference right,  (v) decision on any other issue that is referred to the authority
of the General Meeting by the law or these Articles.  6.3. Passing Resolutions  The General Meeting shall adopt resolutions by means of the casting of
votes by voting shareholders in the manner stipulated by Sections 6.17. and 6.
18. of these Articles.  6.4. Right to Convene
General Meetings  (a) The General Meeting shall be convened by persons authorized by
the Companies Act and these Articles.  (b) In addition to cases stipulated by the Companies Act, the
General Meeting also shall be convened:  (i) if the number of the members of the Board of Directors falls
below six (6); (ii) if the number of the members of the Supervisory Board falls
below six (6); and (iii) if the number of the members of the Audit Committee falls
below three (3); (iv) if the auditor and the Board fails to conclude the assignment
contract regarding the auditing activities within 90 days upon the date of the
GM that elects the auditor.  6.5. Notification of the
Supervisory Board on the convocation of the General Meeting  If the General Meeting is convened by the Board of Directors, the
Supervisory Board shall be informed of the items on the agenda prior to the
publication of the notice of the General Meeting and the Supervisory Board may
(acting within its statutory scope of activity), within eight days of being so
informed, propose that further items be added to the agenda provided that it
delivers to the Board draft resolutions proposed by it.  The Board of Directors shall include such
items in the agenda and shall publish the related notice accordingly.  6.6. Occurrence and Agenda
of a General Meeting  The Company shall hold a General Meeting at least once each year (the
Annual General Meeting) where the annual balance sheet of the Company shall
be approved.  The Annual General Meeting
shall occur no later than April 30 of the year immediately subsequent to
the business year in question.  In addition to the Annual General Meeting, the Company may hold
extraordinary General Meetings at any time, if necessary.  6.7. Convocation of the
General Meeting  Notice of each General Meeting of the Company - unless otherwise
provided by the Act on Business Associations - shall be published in the manner
stipulated by the applicable law and these Articles for the publication of the
Companys notices and advertisements 30 days prior to the date of such General
Meeting. The public notice of the General Meeting of the Company shall be
published by the body responsible for the convocation of the General Meeting
either by law or by these Articles.  The members of the Board of Directors and the Supervisory Board as well
as the Auditor of the Company shall also be notified of the convocation of any
General Meeting in writing by registered mail within eight days after the
publication of the announcement of such General Meeting.  6.8. Notice of General
Meetings  The public announcement of each General Meeting shall contain:  (a) the name and the registered office of the Company;  (b) the date and the venue of such General Meeting;  (c) the items on the agenda of such General Meeting;  (d) the place and the date of the reconvened General Meeting to be
held if the first General Meeting does not have a quorum; and  (e) the conditions for the exercise of the voting rights at such
General Meeting.  13


6.9. Supplements to the
agenda of a General Meeting  Shareholders representing at least one percent of the votes may, within
eight days from the publication of the Announcement on the convocation of the
General Meeting, request the Board of Directors in writing to include any issue
in the agenda of the General Meeting.  6.10. Attendance List  The Company shall draw up an attendance list of shareholders attending
the General Meeting. The attendance list shall contain the names of
shareholders or their proxies or representatives, their addresses (registered
offices), the number of shares of each series held by them and the number of
votes that each is entitled to cast.  The
attendance list shall be certified by the Chairman of the General Meeting as
well as the minute keeper of such meeting.  6.11. Quorum  The General Meeting shall be properly constituted with a quorum if
shareholders representing more than half of the shares carrying voting rights
at such General Meeting are present in person or by proxy within 60 minutes of
the time stipulated in the public notice convening the General Meeting.  A second General Meeting convened and held
within two hours from the time of the original General Meeting without a
sufficient number of shares present to constitute a quorum shall have a quorum
for the purposes of considering items on the agenda of the postponed General
Meeting regardless of the voting rights represented at such meeting.  6.12. Opening of the
General Meeting  The General Meeting shall be opened by the Chairman of the Board of
Directors or the person designated by the Board of Directors for such purpose
and such person shall be the Chairman of the General Meeting. In the absence of
such person, any shareholder may make a nomination for the Chairman of the
General Meeting.  Nominations shall not
be discussed in detail by the General Meeting but the Chairman of the General
Meeting shall be elected by simple majority vote by reference to the nominal
value of shares held by those present.  6.13. The Chairman of the
General Meeting  The Chairman of the General Meeting:  (a) shall determine the number of shares carrying voting rights
represented by shareholders attending the General Meeting and shall determine
whether the General Meeting has a quorum;  (b) shall arrange for the preparation of the minutes of the
General Meeting and the attendance list in accordance with the Companies Act;  (c) shall make recommendations for the minute keeper of the
General Meeting, for the shareholder, or its proxy to certify the minutes, and,
in the event of non-computerised voting, for the tellers.  In the event of computerised voting, the
Chairman of the General Meeting shall act as teller;  (d) shall have the General Meeting adopt the sequence in which
items on the agenda, including items duly added to the agenda, shall be
discussed;  (e) shall chair discussions in the General Meeting and shall grant
speakers the right to take the floor in the order corresponding to the sequence
of their application for the floor;  (f) may stipulate a time limit for contributions to the
discussion;  (g) shall put issues to a vote in order to adopt resolutions;  (h) shall determine the total number of votes cast in respect of,
including the number of abstentions, votes for and against, each proposed
resolution or amendment;  (i) shall state the result of each vote and shall declare the
resolution of the General Meeting;  (j) shall call for breaks;  (k) may propose the suspension of the General Meeting; and  (l) shall declare the General Meeting closed if each resolution on
the agenda has been voted on.  14


6.14. Election of the Officials of the General Meeting  The General Meeting shall elect its Chairman the keeper of the minutes,
the person who shall certify the minutes, and, in case of non-computerised
voting, the tellers.  6.15. Order and Discussion of Items on the Agenda  By the vote of a simple majority of the holders of voting shares cast
at the General Meeting, shareholders may change the order in which items on the
agenda are discussed but may not eliminate any item from the agenda.  The General Meeting may be suspended on one occasion and it must be
resumed within 30 days from the date of the General Meeting.  6.16. Suspended General Meeting  Stipulations in relation to the originally convened General Meeting
shall continue to apply to any suspended General Meeting, provided that it
shall be ascertained whether the suspended General Meeting is properly
constituted with a quorum. In all other respects, the rules pertaining to
the original General Meeting shall be applied, with the exception of those on
the convocation of the General Meeting and the election of the officials of the
General Meeting.  6.17. Voting Procedures  6.17.1. At the General Meeting the voting shall be computerised.  The Chairman of the General Meeting may
propose that some or all of the items of the agenda be voted upon in lieu of
computerised voting by the show of the voting cards.  The Chairmans motion shall be decided by a
simple majority vote of the General Meeting.  6.17.2. At the venue of the General Meeting prior to commencement the
Company shall issue a voting card or a remote-control for computerised voting
(the voting machine) to each holder of voting shares after verification that
the shareholder is duly registered in the Shareholders Register.  Voting machines or voting cards shall also be issued at the General
Meeting to any shareholder in respect of newly-issued shares who has paid the
subscription price in accordance with the resolution of the General Meeting and
has been registered in the Shareholders Register in connection with a capital
increase approved by the General Meeting. 
Holders of Interim Share Certificates may exercise their voting rights
only in proportion to the consideration already contributed.  If any shareholder fails to meet the above
conditions, such a shareholder shall not be issued a voting card or a voting
machine.  6.17.3 In the event of computerised voting, the tally of the votes
shall proceed electronically.  Prior to
the voting taking place, the General Meeting shall be advised by the Chairman
or the person designated by him with respect to the technical details of the
computerised voting.  The shareholders
shall be advised of the results of the vote by the Chairman.  6.17.4 In the event of non-computerised voting, each shareholder shall
receive a voting card.  Voting cards
shall contain the name (business name) of the shareholder or shareholder
representative address (seat), as well as the number and series of shares held
by such shareholder and the votes such shareholder is entitled to cast.  The voting shall proceed by the show of the
voting cards.  6.18. Passing Resolutions  Votes for or against a proposed resolution or amendment cast in
accordance with the provisions of these Articles shall be regarded as votes
duly cast. Abstentions shall not be considered as votes duly cast.  The General Meeting shall adopt its
resolutions by a simple majority vote except for resolutions on issues listed
in Section 6.2. (a)-(f), (k), (m), (p), (q) and (t), which shall
require at least a three-quarters majority of the votes cast. Notwithstanding
anything herein to the contrary, if the General Meeting decides to override a
resolution of the Board of Directors, such shareholders resolution shall be
binding only if a three-quarter majority of the votes of the shareholders that
are present vote in favour of such a resolution.  Disadvantageous resolutions regarding rights related to a series of
shares can only be made by the General Meeting if the shareholders of the affected
share series give their separate consent thereto. During this, provisions
related to possible limitation or exclusion of share related voting rights -
including the exclusion from own shares - shall not apply.  6.19. Minutes of the General Meeting  6.19.1. Minutes shall be taken of the General Meeting which shall
contain: ·the business name
and registered seat of the Company; ·the venue and date
of the General Meeting; ·the names of the
Chairman of the General Meeting, the minute keeper, the shareholder certifying
the minutes and the tellers; ·material events of
the General Meeting and the proposals made;  15


·the resolution
proposals, the number of votes in favour and against each resolution proposals
and the number of abstentions; ·the objections of
shareholders, members of the Board of Directors or Supervisory Board against a
resolution if so requested by the objecting person, and all matters expressly
requested by the shareholders, the Chairman of the Supervisory Board or the
Auditor.  6.19.2. The minutes shall be signed by the minute keeper and the
Chairman of the General Meeting and shall be certified by one shareholder
present elected for such purpose.  6.19.3.Any shareholder shall have the right to request the Board of
Directors to issue a copy or an extract of the minutes of the General Meeting.  6.20. Attendance by Officials of the Company  The members of the Board of Directors and those of the Supervisory
Board as well as the Auditor of the Company shall be invited to attend the
General Meeting of the Company and shall respond to questions raised thereat by
the shareholders.  The above-mentioned
officials of the Company shall have the right to participate in the
discussions.  7. Board of Directors  7.1. Status of the Board
of Directors  The Board of Directors shall be the management body of the Company and
the Board of Directors shall represent the Company with regard to third
parties, in court and before other authorities.  7.2. Members of the Board
of Directors  The Board of Directors shall be comprised of a minimum of six (6), and
a maximum of eleven (11) members. The members of the Board of Directors shall
be elected by the General Meeting. The assignment of the members of the Board
of Directors lasts for a term of three years from the date of the annual
General Meeting until May, 31 of the third year subsequent to the date of the
said General Meeting with the exception, that if the General Meeting in the
third year is held prior to May 31 than their assignment lasts until the
date thereof. Unless otherwise provided by a
separate arrangement, the removal of, or failure to re-elect, a member of the
Board of Directors shall not affect the employment rights of such person in
respect of the Company where such member of the Board of Directors is also an
employee of the Company.  7.3. Interim Election  If the General Meeting elects a new member of the Board of Directors as
a result of an increase in the membership of the Board of Directors, or on
removal or becoming incapacitated of a member of the Board of Directors, the
term of office of the new member shall be identical to the original term of
office of the remainder of the Board of Directors.  7.4. Rules of
Procedure and Chairman of the Board of Directors  Subject to the provisions of applicable law and these Articles, the
Board of Directors shall draw up its own Rules of Procedure.  Member of the Board of Directors shall elect the Chairman of the Board
in accordance with the provisions of the Rules of Procedure of the Board
of Directors.  The Chairman shall perform
such duties as described in the law, these Articles and the Rules of
Procedure of the Board.  7.4.1. The Board of
Directors shall:  (a) be responsible for all matters relating to the Companys
management and course of business not otherwise reserved to the General Meeting
or to other corporate bodies by these Articles or by the Companies Act;  (b) cause a report including the balance sheet and the profit and
loss statement of the Company to be prepared pursuant to the Act on Accounting
together with the responsible company governance and management report and
submit such reports to the General Meeting with a proposal on the utilisation
of after-tax earnings;  (c) have the books of the Company, including accounting records
and the Shareholders Register, maintained in compliance with applicable
regulations;  (d) make such filings with the Court of Registration and publish
such information as may be required by applicable law and these Articles;  16


(e) draw up, at the end of each business year, a report for the
General Meeting on the management of the Company, the assets of the Company,
the financial situation of the Company and the business policy of the Company;  (f) adopt an annual business plan which shall contain specific
authorisations to management relating to the operation of the business of the
Company;  (g) have the authority to create committees of the Board
consisting exclusively of Board members and to delegate part of its authority
to such committees  (h) have the authority to create committees of Board members and
non-Board members, to designate the individuals who will serve on these
committees, and to delegate authority to such committees;  (i) exercise employers rights towards the employees of the
Company pursuant to the Rules on Organisation and Operation;  (j) have the authority to initiate and approve on behalf of the
Company any amendment to the contract regarding the provision of the Universal
Electronic Telecommunications Services.  (k) prepare quarterly reports for the Supervisory Board on the
management financial status and the business policy of the Company;  (l) Ensures the purchase of own shares on the basis of the
authorization of the General Meeting and arranges for the alienation of the
Companys own shares  (m) decide on such increasing of the registered capital of the
Company that is allocated to its scope of authority and the related amendment
of the Articles of Association  (n) concludes the relevant contract with the auditor to carry out
the relevant activities within 90 days upon making the resolution on the
election of the auditor by the General Meeting.  7.4.2. Any transaction having a value of USD 100,000 or more between
the Company and a controlling shareholder or its parent or subsidiary shall
promptly be reported to the Board of Directors.  7.5. Quorum, Passing
Resolutions  (a) The quorum for meetings of the Board of Directors shall be at
least six (6) Directors.  (b) Each member of the Board of Directors shall have one
vote.  The rules of the voting
procedure shall be described in details by the Rules of Procedure of the
Board of Directors.  7.6. Minutes  (a) Minutes shall be kept of each meeting of the Board of
Directors, in accordance with the provisions of the Rules of Procedure of
the Board of Directors.  (b) The minutes shall be signed by the Chairman of the meeting of
the Board of Directors as well as the keeper of the minutes.  The minutes shall be certified by another
participating Director.  The minutes of
each meeting shall be distributed to the members of the Board of Directors and
the Chairman of the Supervisory Board irrespective of whether or not they
attended the meeting.  7.7.  Resignation, Death  If the resignation of a member of the Board of Directors or the death
of a member results in a decrease in its membership below six (6), then the
Board of Directors shall within the shortest possible time period from the
occurrence of such an event convene a General Meeting.  Should the Board of Directors fail to do so,
the General Meeting shall be convened by the Supervisory Board.  7.8. Liability of
Directors  The members of the Board of Directors shall act with due care as it is
generally expected from persons in such positions and - unless it is otherwise
provided in the Act on Business Associations - must give priority to the
interest of the company. The members of the Board shall be liable towards the
Company pursuant to the general provisions of the civil law in case of causing
damage to the Company through breaching the laws, the Articles, the resolutions
of the General Meeting and their managerial duties. The indemnification
liability of the members of the Board towards the Company is joint and
severable according to the provisions of the Civil Code on jointly causing
damage. If the damage was caused by the resolution of the management as a  17


body, those members are exempted from such liabilities who did not
participate in the voting or voted against the resolution in question.  The members of the Board of Directors shall bear unlimited and joint
liability for those damages that arise from the announcement of false data,
rights or facts to the Company Register or the late announcement of the same in
addition to failing to file such announcement at allincluding where the annual report prescribed in the
Accounting Act and the relating business report is drawn up and published not
in compliance with the relevant provisions of the Accounting Act.  8. The Supervisory Board  8.1. Status of the
Supervisory Board  The Supervisory Board oversees the management of the Company for the
General Meeting. Within its scope of authority provided by the statutes, the
Supervisory Board may request information from any member of the Board of
Directors or from senior officials of the Company and may examine the books and
documents of the Company.  8.2. Members of the
Supervisory Board  8.2.1. The Supervisory Board shall be comprised of 3-15 members. The
members shall be elected by the General Meeting. The assignment of the members
of the Supervisory Board lasts for a term of three years from the date of the
annual General Meeting until May, 31 of the third year subsequent to the date
of the said General Meeting with the exception, that if the General Meeting in
the third year is held prior to May 31 than their assignment lasts until
the date thereof.  8.2.2. The majority of the
members of the acting SB must be independent. The SB member is independent if
he has no other legal relationship with the Company than his SB membership.  8.2.3. The SB member shall
not be regarded as an independent member, if  a) he is an employee or an
ex-employee of the Company, in the latter case the conflict of interest exists
for five years from the termination of the employment;  b) provides advisory
services or other activities as a retained advisor for the Company or its
senior managers in return of remuneration;  c) he is a shareholder of
the Company who either directly or indirectly owns at least 30% of the votes or
is a close relative/ common-law spouse to such person [Ptk. 685. § b);  d) he is a close relative to
a  non independent  senior manager of the Company;  e) he is entitled to receive
remuneration in case of the profitable operation of the Company or receives any
other remuneration besides his fee as a SB member from the Company or an
affiliated business association to the Company;  f) he is in a legal
relationship with a non-independent member of the Company in another business association
on the basis of which the non-independent member has controlling or supervisory
rights;  g) he is the independent
auditor of the Company or an employee / partner thereof for three years from
the termination of this legal relationship;  h) he is a senior manager in a business association where the
independent Board member is the senior manager of the public company.  8.2.4. The employees representatives in the Supervisory Board are
appointed for election by the Works Council after consultation with the trade
unions  8.2.5. If a new member of the Supervisory Board is elected by the
General Meeting, or as a result of an increase in the membership of the
Supervisory Board, or due to the removal or resignation of a member of the
Supervisory Board, the term of newly elected members shall be identical to the
original term of office of the remainder of the Supervisory Board.  8.3. Duties  The Supervisory Board shall examine every material report of business
policy that is on the agenda of the General Meeting and every submission on
issues within the exclusive sphere of authority of the General Meeting. The
General Meeting may pass a resolution on a report pursuant to the Accounting
Act and the use of the profit after income tax only upon receipt of the written
report of the SB. The proposal of the Board of Directors on the payment of
dividend and on the company governance and management report can only be
submitted to the GM upon the receipt of the prior approval of the SB.  The Chairman (Deputy  18


Chairman), in his absence, a member of the Supervisory Board presents
the report of the Supervisory Board during the discussion of the given agenda
item.  8.4. Rules of
Procedure  8.4.1. The Supervisory Board acts as a body. The SB elects a chairman
(if necessary, a deputy chairman) from among its members. The Supervisory Board
sets its own Rules of Procedures, which are approved by the General
Meeting.  8.4.2. Meetings of the Supervisory Board may be convened by the
Chairman of the Supervisory Board. Any member of the Supervisory Board may
immediately call a Supervisory Board meeting, stipulating in writing the reason
for and the objective of such meeting if the Chairman of the Supervisory Board
fails to fulfil such request within 8 days of receipt thereof and does not
convene a meeting to a date within 30 days.  8.4.3. The Supervisory Board shall have a quorum if 2/3 (two-thirds) of
its elected members are present. If the Supervisory Board is comprised of three
members or if 2/3 of the members is less than 3 (three) persons, the presence
of three members shall be necessary to constitute a quorum. If the number of
Supervisory Board members falls below three or there is no one to convene its
meeting the Board of Directors shall convoke the General Meeting to restore the
proper operation of the Supervisory Board.  8.4.4. The meetings of the Supervisory Board shall be chaired by the
Chairman of the Supervisory Board.  The
Chairman of the Supervisory Board shall appoint the keeper of the minutes and
that Supervisory Board member who will certify the minutes of the meeting, will
put issues to the vote, and will declare the result of votes.  8.4.5. Minutes shall be kept of each meeting of the Supervisory Board,
in accordance with the provisions of the Rules of Procedure of the
Supervisory Board.  8.5. Convocation of the
General Meeting by the Supervisory Board  The SB may convene an extraordinary General Meeting with an agenda
proposed by itself, if, in its opinion, the activities of the management
infringe the Statutes, the Articles of Association or the resolutions passed by
the General Meeting; or otherwise interfere with the interests of the Company
or its shareholders.  8.6. Liabilities of
Members of the Supervisory Board  The members of the Supervisory Board shall bear unlimited, joint and
several liability  according to the provisions of the Civil Code regarding
jointly causing damage - for all and any damage caused to the Company by
non-compliance with their supervisory obligations, including any infringement
of the obligation relating to the preparation and publication of the annual
report prescribed in the Accounting Act and the relating business report.  8.7. Audit Committee  8.7.1.          The General
Meeting elects a 3-5 member Audit Committee (AC) from the independent members
of the Supervisory Board (SB) for the same period as the membership of the
relevant members in the SB. The Audit Committee shall act independently within
its scope of authorities provided in the Companies Act and these Articles and
in compliance with the rules and regulations of the Budapest Stock
Exchange and the New York Stock Exchange (NYSE) and the US Securities and
Exchange Commission (SEC) as well as the provisions and rules of the US
Securities Exchange Act of 1934 (the Exchange Act).  8.7.2.          The purpose of the
Audit Committee is, inter alia, to oversee (1) the integrity of the
Companys financial statements, (2) the Companys compliance with legal
and regulatory requirements falling within the scope of authorities and
responsibilities of the Audit Committee, as set forth in detail in Section 8.7.5
below, (3) the qualifications and independence of the Companys
independent external auditor (the Auditor) and (4) the performance of
the Companys internal audit function and independent auditors.  8.7.3.          Only such SB
member can be elected to be an AC member who complies with the independency rules and
regulations of the SEC and the NYSE, the Companies Act, the Exchange Act and
the Act CXX of 2001 on the Capital Market. At least one member must comply with
the SEC requirements on being a financial expert and at least one Audit
Committee member must have a qualification in accountancy and/or be a qualified
auditor. The Chairman and the financial expert of the Audit Committee is
elected by the members of the Audit Committee.  8.7.4.          If the number of
the AC members falls below three the Board shall convene the GM to restore the
proper operation of the body. The Audit Committee shall establish its own Rules of
Procedure and its Pre-approval Policy. The Audit Committees  19


secretarial tasks shall be performed by its own Secretariat. The Audit
Committee shall inform the Supervisory Board about its activity periodically in
accordance with its Rules of Procedure.  8.7.5.          The Audit
Committee shall, in particular, in addition to the scope of competence set
forth in Section 311 (2) of the Companies Act:  i.
  
  Be directly responsible for the oversight of the work of the Auditor
  engaged for the purpose of preparing or issuing an audit report or performing
  other audit, review or attest services for the Company;ii.
  
  Make recommendations directly to the General Meeting of shareholders
  with respect to the appointment, compensation and recall of the Auditor;iii.
  
  Pre-approve the audit and non-audit related services provided by the
  Auditor to the Company and the related fees, with the exception of fees
  within the exclusive scope of authority of the General Meeting, to ensure
  that the Auditors independence from the Company is maintained;iv.
  
  Monitor the reasonableness of audit fees and quality of work
  performed by the Auditor (e.g. staffing, experience of auditing personnel,
  man hours expected, timeliness);v.
  
  Monitor enforcement of the Auditors professional requirements and
  the Auditors compliance with the rules regarding conflict of interest,
  cooperate with the Auditor and, if necessary, propose measures to be taken by
  the Supervisory Board, the Board of Directors or the General Meeting
  regarding the Auditor;vi.
  
  At least
  annually, and every time before making a proposal with respect to the
  election of an Auditor, obtain and review a written report from the Auditor
  describing (a) the internal quality-control procedures of the Auditors
  firm, (b) any material issues raised by the most recent internal
  quality-control review, or peer review, of the Auditors firm, or by any
  inquiry or investigation by government or professional authorities, within
  the preceding five years, respecting one or more independent audits carried
  out by the Auditors firm, and any steps taken to deal with any such issues,
  and (c) all relationships between the Auditor, any of the individuals
  appointed to undertake audit work for the Company or any of its affiliates on
  behalf of the Auditor or any of the partners in the Auditors firmor
  any of their close relatives (as defined in the Hungarian Civil Code)and (i) the Company or any
  of its affiliates, or (ii) any member of the Board of Directors, the
  Supervisory Board or the Management Committee of the Company or any of its
  affiliates;vii.
  
  Review with the Auditor any problems or difficulties regarding the
  Companys audit, and the response of the Companys management to any such
  problems raised by the Auditor;viii.
  
  Facilitate the resolution of any disagreement between the Companys
  management and the Auditor with respect to financial reporting;ix.
  
  Determine the circumstances in which, and conditions subject to
  which, employees and former employees of the Auditor may be hired by the
  Company or its affiliates;x.
  
  Review and evaluate (a) financial reports prepared according to
  the Accounting Act and (b) proposals regarding the acceptance of such
  reports and the use of after-tax profits prior to their submission to the
  Supervisory Board;xi.
  
  Review and evaluate the financial reports prepared according to
  International Financial Reporting Standards (IFRS) and the Auditors audit
  report, especially in connection with changes to accounting guidelines or
  practice of the IFRS, accounting adjustments, profitability preconditions,
  etc.;xii.
  
  Meet with the Auditor and the Companys management to discuss and
  comment upon the reports referred to in the previous two points;xiii.
  
  Review and evaluate the Management Letter;xiv.
  
  Review and evaluate reports to be submitted to the stock exchanges,
  the SEC and other financial authorities;xv.
  
  Discuss the Companys earnings press releases, as well as financial
  information and earnings guidance provided to analysts and rating agencies;xvi.
  
  Review and evaluate the internal audit environment, the internal
  control environment influencing the preparation of financial reports and the
  processes applied during the preparation of financial reports and, if necessary,
  propose measures to be taken by the Supervisory Board or the Board of
  Directors regarding the preparation of financial reports;xvii.
  
  Review and evaluate the effectiveness of the internal audit function;xviii.
  
  Review and evaluate the internal audit workplan;xix.
  
  Review and evaluate the report on the activity of the internal audit
  function;xx.
  
  Review and evaluate the first priority (A) internal audit
  reports on financial subjects;xxi.
  
  Review, evaluate and, if appropriate, consent to proposals submitted
  to the Audit Committee by the Board of Directors or the management of the
  Company in relation to the appointment, compensation and recall of the Group
  Compliance Director, and oversee the work of the Group Compliance Director in
  accordance with the scope described in the Group Compliance Manual and the
  related directives and policies.xxii.
  
  Review, discuss
  and comment upon the Companys policies with respect to risk assessment and
  risk management;  20


xxiii.
  
  Establish procedures for (a) the receipt, retention and
  treatment of complaints received by the Company regarding accounting,
  internal accounting controls or auditing matters and (b) the
  confidential, anonymous submission by employees of the Company of concerns
  regarding questionable accounting or auditing matters;xxiv.
  
  If necessary, conduct an independent internal investigation into
  (a) agreements of, and/or payments made by, the Company,
  (b) matters that relate to the accuracy and reliability of the books and
  records of the Company, (c) matters and suspects identified by the
  Auditor, the Group Compliance Director and/or the internal audit function,
  and/or (d) matters that relate to the potential liability of the Company
  and/or any of its employees or officers under the US Foreign Corrupt
  Practices Act, Sections 258/B to 258/F of the Hungarian Criminal Code, the
  Exchange Act, the US Sarbanes-Oxley Act of 2002, or (e) any similar
  legislation in any other relevant jurisdiction;xxv.
  
  Within the scope of such investigation, (a) inspect, subject to
  applicable data privacy laws, the books, records, contracts and documents of
  the Company (including documents in printed and electronic form, including
  all emails, documents and other data found on the systems and devices of the
  Company), and (b) interview employees, officers and directors of the
  Company, or any other third parties, who may have information relevant to the
  investigation;xxvi.
  
  If necessary, report, subject to applicable data privacy laws, the
  facts and circumstances giving rise to, and the findings of, such
  investigation to the Auditor and to competent law enforcement and regulatory
  authorities (including, without limitation, the Hungarian Financial
  Supervisory Authority, the SEC, the US Department of Justice and any other
  authority to whom reporting is necessary under applicable law or otherwise in
  the interests of the Company);xxvii.
  
  Depending on the findings of such investigation (a) forward
  remedial actions proposed by management, outside counsel and/or the Audit
  Committee to the Board of Directors, (b) review and evaluate the
  implementation of such remedial actions, (c) report its findings with
  respect to the implementation of such remedial actions to competent law enforcement
  and regulatory authorities and (d) report its findings to the Auditor.  8.7.6.          The
Audit Committee may, if it deems necessary for the fulfillment of its duties,
engage external advisor(s). Specifically, the Audit Committee may engage
outside counsel and other advisors to conduct independent investigations
referred to in Section 8.7.5
above, and to represent the Audit Committee before the authorities.  8.7.7.          The
Company shall provide appropriate funding for the following purposes: (a) fees
payable to the independent external auditor responsible for preparing and
issuing the audit report, performing other audit, review or attest services for
the Company, (b) remuneration of external advisors engaged by the Audit
Committee and (c) ordinary administrative expenses of the Audit Committee
that are necessary or appropriate in carrying out its duties. The Audit Committee shall determine the fees and costs
identified in (b) and (c) above at its own discretion, and shall
provide the General Meeting with a recommendation with respect to the fees and
costs identified in (a) above and within the exclusive scope of authority
of the General Meeting.  9. The Auditor  9.1. Election  The Annual General Meeting of the Company appoints the
auditor for a specified period not exceeding two years in duration. The
auditors assignment is deemed accepted if the auditor concludes an assignment
contract with the Company within 90 days upon the auditors election. If the
above deadline lapses without the any result the election of the auditor
becomes void and the GM has to elect another auditor.  9.2. Duties of the Auditor  (a) The Auditor shall be obliged to audit each
report prepared pursuant to the Act on Accounting including the balance sheet
and profit and loss statement, as well as every material  report to be submitted to the General
Meeting, with regard to the  authenticity
of data contained therein and their compliance with  Hungarian statutes in force. The Auditor
shall submit a report comprising its findings on such matters to the General
Meeting.  (b) The Auditor shall provide all necessary
professional support to the activities of the Board of Directors and the
Supervisory Board.  21


9.3. The rights and the responsibilities of the Auditor  The Auditor shall have access to all information
relating to the activities of the Company. 
In connection with the performance of its duties, the Auditor:  (a) may request information from the members of
the Board of Directors, of the Supervisory Board and from the employees of the
Company;  (b) may verify and examine the cash in hand,
ledgers, the securities portfolio, the inventory, the contracts and the bank
account of the Company;  (c) shall attend the General Meeting that discusses
the report of the Company prepared according to the Accounting Act;  (d) if required, may attend the meetings of the
Board of Directors and the Supervisory Board with the right to confer.  (e) shall be obliged to inform the Supervisory
Board and the Audit Committee and request the Board of Directors to convene a
General Meeting, if:  (i) the Auditor becomes aware that a significant
decrease in the Companys assets is expected; or  (ii) the Auditor becomes aware of a fact that
entails the liability of the Board of Directors or the Supervisory Board as set
forth in the Companies Act.  (f) If the General Meeting is not convened or the
General Meeting does not pass the resolutions required by the statutes the
Auditor shall inform the Court of Registration carrying out legality
supervision to this end.  9.4. Auditors Conflict of Interest  The founder, shareholders, members of the Board of
Directors or the Supervisory Board and their relatives (Section 685(b) of
the Civil Code), their common law spouse or any employee of the Company may not
be elected as Auditor at any time during their association with the Company and
for a period of three years after such association or employed by the Auditor,
or have ownership interests in the Auditor, during the term of their
association with the Company and for a period of three years thereafter.
Persons included in the register of auditors in accordance with the relevant
legal regulations may be elected as an auditor. Further requirements for
auditors in terms of qualifications and conduct, and conflict of interest shall
be laid down in specific other legislation.  10. Signature on Behalf of the
Company  (1) The firm shall be bound by the signature of (i) two
members of the Board of Directors, or (ii) by a member of the Board of
Directors and an employee of the Company authorized for this purpose by two
members of the Board of Directors, or (iii) by two employees of the
Company authorised for this purpose by two members the Board of Directors.  Such authorized signatories shall jointly
sign their full names under the stamped, hand-written, typed or printed name of
the company in the same way, that such signature appears in the signature book
of the Company deposited with the Court of Registration.  11. Increase in the Registered
Capital of the Company  11.1. Cases  Any increase in the registered capital of the Company
shall be implemented in accordance with the resolution of the General Meeting
by means of a new issue of new shares either through the public offering or the
private placement of shares, by the conversion of the Companys reserves in
excess of the registered capital into authorised capital or through conversion
of convertible bonds into shares.  The holders of the types or classes of shares which
are directly affected by the capital increase, or the holders of shares which
are deemed affected by the articles of association is required to vote for the
increase of the share capital as a pre-condition for the general meeting
resolution adopted for the increase of share capital to take effect. During
this, provisions related to possible limitation or exclusion of share related
voting rights - including the limitations related to own shares - shall not
apply.  If the three-quarters majority can not be obtained in
case of any share type the proposal on increasing the registered capital must
be withdrawn from the agenda.  22


11.2. Subscription preference right  11.2.1. Where the share capital is increased by way of
contribution of cash, within the companys shareholders first the holders of
shares belonging to the same series of issue, and then the holders of
convertible bonds and the holders of bonds with subscription rights in tandem
shall be granted preferential rights  in this sequence  for the subscription
of shares subject to the conditions laid down in this articles of association.  11.2.2. The Company shall inform
the shareholders and the holders of convertible bonds and bonds with
subscription rights concerning their options and the procedure to exercise the
preferential right for the subscription of shares, including the face value or
issue price of shares which may be acquired, and the first and last days of the
15 days period during which such right can be exercised.  11.2.3. Exercising the subscription or take-over
preference rights can be excluded by the General Meeting  on the basis of the
written submission of the Board of Directors. In this case the said submission
of the Board of Directors must present the reasons of submitting the proposal
on excluding subscription preference rights and the planned issuing value of
the shares.  Content of the submission and its discussion:  The Board of Directors shall discuss and decide on the
approval of the submission according to the rules set out in its Rules
of Procedure than submits it to the General Meeting for approval.  The following must be defined in the submission: ·nominal
value, pieces and series of the shares, ·in
case of issuing new shares in a closed circle the declaration on undertaking
the obligation to take-over of the shares, specifying the person(s) making
the declaration, ·method
of the increase of the registered capital, ·subscription
minimum, ·draft
modification of the Articles of Associations, ·issuance
value of the shares and the conditions of their payment, ·in
case of non-cash contributions the data related to their provision ·other
significant data  11.3. Prohibited Subscription  Any subscription, by exercise of subscription
preference rights, by a shareholder for shares of a Series which may not
be held by such person according to these Articles, shall not be effective.  11.4. Private Placement  The General Meeting or the Board of Directors with
respect to the authorizing resolution of the GM may resolve that new shares to
be issued in connection with an increase in the capital of the Company may be
subscribed for exclusively by persons, or shareholders stipulated by the
resolution of the General Meeting or in accordance with the resolution of the
Board of Directors authorising such increase in capital.  If such persons or shareholders determined by
the General Meeting or the Board of Directors have not subscribed for the
volume of shares appropriate for the subscription minimum by the closing date
of the subscription period, the capital increase shall be deemed to have
failed.  11.5. Conversion of Capital Reserves into Registered Capital  The Company may increase its registered capital with
its assets above the registered capital or a part thereof if according to the
previous years report under the Act of Accounting or the interim balance the
sufficient coverage of the capital increase is available and subsequent to the
capital increase the amount of registered capital does not exceed its own
capital, adjusted according to the Act of Accounting. The statement on the
availability of the sufficient coverage from the assets above the registered
capital, the figures of the annual report and the interim balance can be
applied within six months upon the turning date of the above documents.  Shares falling on the increased registered capital
shall be granted to the shareholders of the share company free of charge, in
proportion to the nominal value of the shares of such shareholders.  11.6. Conditional capital stock increase by means of
converting the convertible bonds to stocks  11.6.1. The General Meeting may
decide on a conditional capital increase through the issue of convertible
bonds. Bond owners may apply for bonds against the conditionally increased
capital in line with the resolution of the General Meeting. The applications
must be forwarded in writing to the Board of Directors with a simultaneous
submission of the bonds, identifying the number and face value of the stocks
applied for. If the bonds were issued at an amount below the face value or
issue price of the  23


shares, simultaneously with
their declaration, bond holders shall pay the difference between the face value
of the bond and the face value or issue price of the share to the private
limited company. Upon the provision of such statement the bond holder shall be
entitled to receive share certificates.  Specific terms for issuing bonds shall be set forth in
a resolution by the General Meeting.  11.6.2. The resolution of the General Meeting
accepting the conditional capital increase shall specify:  a) the method of issuing bonds (closed, public) b) the number and face value of the bonds to be
issued, as well as the value at issue, the series of bonds and the place and
time of subscription c) the terms under which the bonds can be converted
into shares and the date d) maturity of the bond, terms of payment of interest
and other yields e) procedures to be followed in the case of under or
over subscription as well as the rules of allocation f) in case of issuing privately held bonds the
persons, the number of bonds that they can subscribe and other features thereof.  12. Decrease of the Registered
Capital of the Company  The Company is entitled to decrease its registered
capital.  The prevailing rules of decreasing the registered
capital are set out in Title 2 and 3 of Chapter X of the Act on Business
Associations.  The validity of the resolution aiming to decrease the
registered capital is subject to the separate consent of the affected series
share owners, in each case with three-quarters majority of the votes cast.
During this, provisions related to possible limitation or exclusion of share
related voting rights - including the limitations related to own shares - shall
not apply. If the three-quarters majority can not be obtained, the proposal on
decreasing the registered capital must be withdrawn from the agenda.  The detailed conditions of exercising shareholder
rights must be included in the resolution of the General Meeting regarding the
decrease of the registered capital.  13. Conflict of Interest  Members of the Board of Directors and the Supervisory
Board and the Auditor, as well as their close relatives defined in Section 685(b) of
the Civil Code, or any business entity within which the above persons hold an
interest exceeding 10%, may not hold  an
ownership interest exceeding 5% in, be employed by, be officers of or have any
contractual arrangement with any business entity  competing with the Company unless it is
permitted by the law and the General Meeting grants, with a three-quarter
majority voting, an appropriate waiver from the provisions of this paragraph.  Members of the Board and the Supervisory Board as well
as their close relatives (Section 685 (b) of the Civil Code) may on
their behalf and to their benefit conclude agreements with the Company relating
to the use of public purpose telecommunications services available to anyone.  In compliance with the authorization specified in
paragraph (1) of Article 25 of the Act on Business Associations, the
members of the Board of Directors and of the Supervisory Board may be elected
as executive officer or members of the supervisory board of businesses that
pursue activities identical with those of the Company and in which the Company
holds at least 25 % ownership stake and/or voting rights.  Members of the Board and the Supervisory Board as well
as their close relatives (Section 685 (b) of the Civil Code) may on
their behalf and to their benefit conclude agreements with the Company relating
to the use of public purpose telecommunications services available to anyone.
The above provisions are not affecting the rules on the matter included in
the Act on Business Associations.  24


14. Indemnification of Members of
the Board of Directors and the Supervisory Board  14.1. Indemnification  The Company shall, to the fullest extent permitted by
law, indemnify any member or former member of the Board of Directors or any
member or former member of the Supervisory Board who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal or administrative, by reason of the
fact of his current or former position at the Company against expenses
(including attorneys fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Company, and, with respect to
any criminal proceeding, had no reasonable cause to believe his conduct was
unlawful.  14.2. Advancing Expenses  Expenses (including reasonable attorneys fees)
incurred by a member of the Board of Directors or the Supervisory Board in
defending any civil, criminal or administrative action, suit or proceeding may
be paid by the Company in advance of the final disposition of such proceedings
upon receipt of an undertaking by or on behalf of such person to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Company pursuant to Section 13.1.  14.3. Insurance  The Company shall have the power to purchase and
maintain insurance on behalf of any person who is or was a member of the Board
of Directors or the Supervisory Board against any liability asserted against
him and incurred by him in any such capacity, whether or not the Company would
have the right to indemnify him against such liability under the provisions of
Sections 13.1. and 13.2. or any other provisions of law.  15. Other Provisions  15.1. Financial Year  The financial year of the Company shall correspond to
the calendar year.  15.2. Notices  Notices and advertisements of the Company shall be
published on the home page of the Company (www.telekom.hu)
and in the official publication space of the Budapest Stock Exchange Closed
Limited Company (i.e. home page of the Stock Exchange) and the Official
Gazette (Cégközlöny) in cases required by applicable law.  15.3. Interest  The Company shall not be liable for interest on the
payment of dividends.  15.4. Modification of Law  If the provisions of the Companies Act in force at the
date of the restating  of these Articles,
specifically Part I (General Provisions on Business Associations) and Section X
of Part II (Regulations Pertaining to the Various Forms of Business
Associations)  are amended the review of
these Articles and necessary changes shall be placed on the agenda of the
General Meeting to be held immediately after the amendment of the Companies
Act, to avoid any violation of the rights of shareholders as a result of the
amendment of the Companies Act.  15.5. Miscellaneous  In line with Resolution 20/2009 (VI.29.) of the
General Meeting this Articles of Association shall supersede and replace the
former Articles of Association of the Company. Consequently,on the effective date of this amendment of the Articles, all prior versions
of the Articles and all resolutions of the Company inconsistent with these
Articles shall have no effect. Issues not regulated herein shall be subject to
the provisions of the Companies Act and other relevant laws.  25


Budapest, June 29, 2009  This consolidated version of the
Articles of Association has been prepared, and the amendments to sections 1.4.,
1.7, 1.8, 2.1, 15.2 and 15.5 countersigned by:   Balázs MáthéChief
  Legal Counsel  26