Exhibit 11.1.    Group Directive  18/2007.  of the Chief Executive Officer of
Magyar Telekom Telecommunications Public Limited Company  on the Issuance of Magyar Telekom
Group Code of Business Conduct and Ethics  Prepared by: Compliance Department Access path: Gemini/Dokinfo/vig-igut/1_vigut/Eng/2007  The personnel scope of this Group Directive covers Magyar Telekom Nyrt.
and those member companies of Magyar Telekom Nyrt. having their headquarters
either in Hungary or abroad in which Magyar Telekom Nyrt. has a direct or
indirect majority control.  I issue the Magyar Telekom Group Code of Business Conduct and Ethics as
Annex of this Group Directive on the date of its effectiveness.  This Group Directive shall be effective on the date of its issuance and
at the same time the CEO Group Directives 18/2004 (Publication of the Code of
Ethics of the Matáv Group) and 6/2005 (Procedures for treatments of
complaints/comments regarding accounting matters) are no longer in effect.  I authorize the Chief Financial Officer to take the necessary measures
with the contribution of the Group Legal Services Branch to ensure that this
Group Directive becomes effective at all foreign member companies which are
subject to this Group Directive.  Budapest, March 22, 2007  Christopher Mattheisen Chairman  Chief Executive Officer  Annex: Magyar Telekom Group Code of Business Conduct and Ethics  1


Annex of the Group Directive 18/2007. of the Chief Executive Officer  Magyar
Telekom Group Code
of Business Conduct and Ethics  2


Table of Contents  A Message
  from the Chairman and Chief Executive Officer
  
  5Introduction
  
  6Personnel
  Scope
  
  7Tone from
  the Top
  
  7Asking for
  Guidance and Voicing Concerns
  
  7Compliance
  with Laws and Regulations
  
  8Competition Laws
  
  9Anticorruption Laws
  
  9Import-Export Laws
  
  9Antifraud Laws
  
  10Securities Laws and Insider Trading
  
  10External
  Perception of the Magyar Telekom Group
  
  11Reputation of the Magyar Telekom Group
  
  11Social Charter
  
  11Diversity Policy
  
  11Conduct with Customers and Business Partners
  
  11Gifts and Entertainment
  
  13Conduct with Competitors
  
  14Press, External Publications
  
  14Political and Other Activities
  
  14Donations
  
  15Employee
  Attitude Towards the Company
  
  15Security Code on the Security of Business Information
  
  15Protection of the Physical and Intellectual Assets, Security,
  Confidentiality
  
  15  3


Conflict of Interest
  
  17Corporate Opportunities for Personal Purposes
  
  18Loans to Executives
  
  19Use of Drugs and Alcohol
  
  19Conduct with
  Fellow Employees
  
  19Cooperation
  
  19Data Protection
  
  20Internal Communication
  
  21Accuracy of
  Company Records
  
  21Document
  Management
  
  22Administration
  of the Code
  
  22Reporting System
  
  23Investigation
  
  24Disciplinary Measures
  
  24Waiver
  
  25Updating the Corporate Compliance Program
  
  25Helpful
  Contact Information
  
  25Clause
  
  25Annex A 
  Frequently Asked Questions
  
  27Annex B 
  Procedures for Investigating Complaints and Violations of Magyar Telekom
  Group Policies, Codes and Directives
  
  28Annex C 
  Procedures for the Treatment of Complaints and Comments Regarding Accounting,
  Financial and Auditing Matters
  
  34Annex D 
  Employee Confirmation Certificate
  
  38  4


A
Message from the Chief Executive Officer  To
all officers and employees:  At the core of the Magyar Telekom Groups business is a commitment to
the highest ethical principles and standards, and we are proud to place honesty
and integrity above all else.  Upholding
these commitments is essential to our continued business success and corporate
sustainability.  It is in this spirit that I present you with our Code of Business
Conduct and Ethics (Code).  The law and
the ethical principles and standards that underlie this Code must guide our
actions.  We recognize the Code is broad;
its guidelines are not intended to be a complete listing of detailed
instructions for every conceivable situation. 
Instead, it is intended to help you develop a working knowledge of the
laws and regulations that affect your job, your day-to-day interactions with
clients, other employees, and the general public.  This Code was developed to complement the Code of Conduct applicable to
every member of the Deutsche Telekom Group, which includes the Magyar Telekom
Group. The Deutsche Telekom Group Code of Conduct is based on T-Spirit and
applies to both the corporate and personal conduct at Deutsche Telekom Group.  It
is extraordinarily important that the Magyar Telekom Group, and all of its
employees, officers demonstrate compliance with all applicable legal
requirements and rules, including this Code. 
Only through our continued actions and behavior consistent with the
highest ethical standards can we expect to build and maintain the publics
trust and our success.  The Code applies
to every business transaction we may contemplate, every professional
relationship we have, and to any business or individual acting on the Magyar
Telekom Groups behalf.  Adhering
to this Code is essential.  I have
personally studied the Code, and I encourage you to do the same.  I have also signed a statement confirming
that I have read this Code thoroughly, and I expect you to do the same by
signing the confirmation form that appears on the final page.  Also, please know that I am always available
to anyone who has a concern about the practices of the Magyar Telekom Group, or
of those with whom we conduct business. 
We have also appointed a Group Compliance Director whose job it is to
monitor policies and procedures and training programs in place to ensure
compliance.  The Group Compliance
Director is available to receive reports of suspected misconduct and to answer
questions about compliance matters.  Ultimately,
we all must strive to protect and build our most valuable asset - our
reputation. Adhering to the principles and standards contained in this Code is
the starting point for protecting and enhancing that reputation.  Please read it, understand it, and live by
it.  Remind yourself that these policies
and practices are the foundation to make the Magyar Telekom Group successful,
today and into the future. We appreciate your commitment!   Christopher
Mattheisen Chairman of the Board and Chief Executive Officer  5


Introduction  One of the essential components of the outstanding success, recognition
and prestige of the Magyar Telekom Group (the company or the Group) in
Central-Eastern Europe is the human factor: the work of highly skilled and
committed staff, the existence of a customer-focused company culture and the
ability to adapt to the incessant changes of our environment.  Magyar Telekom Group employees contribute to our long-term successes
not only by their skills and performance, but also through their commitment to
the corporate brand and through winning customers positive appreciation.  This commitment requires ethical conduct that
reflects and reinforces our outstanding prestige inside and outside the company.  The Code of Business Conduct and Ethics of the Magyar Telekom Group 
which you are holding in your hands  sums up those exemplary attitudes and
ethical principles which each and every employee and officer has to follow,
regardless of the number of years they have spent working for the Group, their
job position or other conditions of employment. Thus, the provisions laid down
in the Code of Business Conduct and Ethics apply to every employee, officer,
consultant and other agent of the Magyar Telekom Group. Our conduct must never
compromise the interests of the Magyar Telekom Group.  In addition to those employed by the Magyar Telekom Group, the
provisions of the Code of Business Conduct and Ethics apply to all of our
colleagues who carry out work at the Magyar Telekom Group based on other forms
of legal relationships.  In general, to act in an ethical manner means shaping our attitude and
relations with our colleagues and superiors  ·in observance of
all applicable laws and internal regulations, ·in harmony with
the fundamental interests and goals of the Magyar Telekom Group, and ·in compliance
with the principles specified in the mission of our respective member company,  with special regard to communications with  ·each other and
the Group, ·our customers
and business partners, ·our suppliers
and competitors, ·the investment
community, ·government
authorities and ·the media.  The Code of Business Conduct and Ethics does not specify particular rules for
each and every situation occurring in everyday life (although later on we may
learn about special ethical matters which, as such, need to be discussed in
detail). In situations not fully addressed by this Code of Business Conduct and
Ethics , the principles on which this Code is based still apply.  6


Employees are the foundation of the Magyar Telekom Groups reputation,
integrity, trust and honesty.  It is in
our common interest to work in accordance with jointly accepted principles.
When we see ethical criteria being violated, we act: we advise our colleagues
about the right behavior.  Personnel
Scope  This Code applies to all bodies,
organizations, board members, and employees of the Magyar Telekom Group,
as well as consultants, agents,
representatives, suppliers and other business partners of the Magyar Telekom
Group.  Everyone in the Magyar Telekom
Group is required to review, understand and comply with all internal rules and
regulations of the Magyar Telekom Group, including the provisions of this Code.  Further, all employees who come into contact
with consultants, agents, representatives, customers, suppliers and other
business partners of the Magyar Telekom Group are required to ensure that such
persons possess the most recent edition of this Code and such persons commit to
reading, understanding and complying with all provisions of this Code with
respect to their work for the Magyar Telekom Group.  Tone
From the Top  Supervisors have a heightened responsibility to maintain an open,
honest, ethical environment at the Magyar Telekom Group.  All supervisors are responsible for ensuring
that their employees read, review and fully understand not only the Code, but
also the principles on which the Code is based. 
Further, supervisors must communicate to each employee his or her
responsibility in detecting, preventing and reporting breaches ofthe Magyar Telekom Group compliance
regime.  Supervisors must also ensure
that all employees are comfortable raising any and all concerns, questions and
comments without fear of reprisal.  Asking
for Guidance and Voicing Concerns  Situations
that involve ethics, values and violations of certain laws are often very
complex and very fact specific.  No
single code of conduct can cover every business situation that you will
encounter.  Some situations will be
unique and may be initiated by a contact outside of the Magyar Telekom Group;
it is impossible to cover the entire range of those situations within this
Code.  The foundation of our Compliance
Program is: when in doubt, ask.  If you
do not understand a provision of this Code, are confused as to what actions you
should or should not take in a given situation, or wish to report a suspected
or actual violation of law, regulation, contract, or this Code, you should use
the resources available to you:  ·Your immediate
or indirect superiors, ·Contacts named
by the organizational units, ·In the case of
complaints/reports regarding accounting issues, the head of the Internal Audit
Branch, ·Group Compliance
Director, and/or ·Magyar Telekom
Ethicsline  7


The
Magyar Telekom Ethicsline has been established for any employee to call with
questions about compliance or to report a violation or suspected violation of
company policy. The Ethicsline is available 24 hours a day, 7 days a week.
Employees calling the Magyar Telekom Ethicsline have the option of providing
their identification or remaining anonymous. 
Employees may also submit questions and reports via email atmukodesikodex@telekom.hu.  Employees
should feel secure and confident in knowing that every effort will be made to
ensure the confidentiality of the compliance process and that the reporting
employees identity or the fact that a report has been made will be kept
confidential to the extent possible while allowing an investigation to proceed.  There
are only a few, rare situations that cannot be resolved if you discuss or
report them in an open and honest manner within the company.  The best way to prevent violations of this
Code is to discuss all questions or concerns you may have before any
potentially unethical action, decision, or transaction is contemplated or
completed.  The Magyar Telekom Group is
committed to the highest ethical principles for doing business, and through
this Code and the Corporate Compliance Program we expect these principles to
resonate with every individual in our organization.  Employees
can report such violations without fear of retribution or retaliation.  Any employee who threatens, retaliates
against or harasses any person who has reported a compliance concern shall be
subject to adverse legal consequences due to breaching employment-related duties,
including the possibility of termination.  A
more comprehensive description of Magyar Telekom Groups Corporate Compliance Program,
including the process for reporting violations of the Code may be found in the
section, Administration of the Code. 
All employees are encouraged to review the procedures for investigating
complaints and violations of Magyar Telekom Group policies, codes and
directives, which is attached to this Code as Annex B.  Further, all employees are required to
review, understand and comply with the procedures for the treatment of
complaints and comments regarding accounting, financial and auditing matters,
which is attached to this Code as Annex C.  Compliance
with Laws and Regulations  First
and foremost, our policy is to behave in an ethical manner and comply with all
laws, rules and government regulations that apply to our business.  Although we address several important legal
topics in this Code, we cannot anticipate every possible situation or cover
every topic in detail.  It is your
responsibility to know and follow all of the requirements imposed on the
company and its employees, and to conduct yourself in an ethical manner.  It is also your responsibility to report any
suspected or actual violations of law, the rules or this Code.  You may report such violations by following
the compliance procedures contained in the sections of this Code entitled Asking
for Guidance and Voicing Concerns and Administration of the Code.  In any situation not governed by statute or
regulations, or where the rules are ambiguous or conflicting, the affairs
of the Magyar Telekom Group will be conducted in accordance with the highest
standards of business practice and our commitment to our customers, employees,
stockholders, and the general public.  8


Competition
Laws  As
a market leader, we may sometimes have a special responsibility to comply with
competition law regulations (e.g. prohibition of the abuse of the significant
market power, prohibition of discrimination etc.).  Competition
law violations may carry serious penalties for yourself and the company. The
enforcement agencies are both multinational, such as the European Commission,
and national. Most European countries have their own competition laws, so our
international operations may also be subject to competition laws of these
countries. Whenever any question arises as to application of competition laws,
you should consult with the Legal Services Branch.  Anticorruption
Laws  Conducting
business with governments or government-owned operations is not the same as
conducting business with private parties. 
What may be considered an acceptable practice in the private business
sector is often improper or illegal when dealing with government officials. Government
officials include employees of any government or government operation anywhere
in the world, even low-ranking employees or employees of government-controlled
entities, as well as political parties and candidates for political office.  If
you are involved in transactions with government officials, you must comply
with the U.S. Foreign Corrupt Practices Act, the Organization for Economic
Cooperation and Development (OECD) anti-bribery convention, and any
applicable laws of the country with which you are involved, including
corresponding provisionsof Hungarys Criminal Code. These laws and
regulations make it illegal to pay, or promise to pay, money or anything of
value to government officials for the purpose of directly or indirectly
obtaining or retaining business.  This
ban on illegal payments and bribes also applies to agents or intermediaries who
use funds for prohibited purposes.  The
company prohibits the payment of any bribe and will allow certain payments only
where necessary and legal.  Therefore,
you must have written approval from our Group Compliance Directorbefore making any payment or gift to a government
official.  If
you deal with any government officials, in Hungary or in any foreign country,
you are required to review, understand and comply with the Magyar Telekom Group
Directive on compliance with anti-corruption laws and the U.S. Foreign Corrupt
Practices Act, which may be accessed at
Gemini/Dokinfo/vig-igut/1_vigut/Eng/2007.  Import-Export
Laws  The
Magyar Telekom Group is committed to complying fully with all applicable laws
governing imports, exports and the conduct of business with non-Hungarian
entities.  These laws contain limitations
on the types of products that may be imported, the manner of importation, and
the export of certain products.  These
laws also prohibit us from participating in unsanctioned boycotts and
transacting business with certain countries, groups and individuals, in
addition to requiring us to comply with United States economic sanctions and
trade embargoes.  9


You
are required to familiarize yourself with all laws and regulations relevant to
your position, as well as all our related written directives on these laws and
regulations, including the Magyar Telekom Group Directiveon compliance
with U.S. sanctions and export control laws, which may be accessed atGemini/Dokinfo/vig-igut/1_vigut/Eng/2007.  Antifraud
Laws  Fraud, corruption and other forms of crime and other deliberate
misconduct are not acceptable and must be punished in a consistent manner.  Fraud refers to intentional acts of deception
committed to secure gain.  Fraud can take
many forms and can include violations of civil and criminal laws, regulations
and company policy. Fraud committed by employees or entities working for the
company can cause significant financial and reputational damage to the company
and such conduct will not be tolerated.  The Anti-Fraud Management Program of the
Magyar Telekom Group contains anti-fraud measures and controls that minimize
the risk of fraud and simultaneously ensures compliance with these requirements
in an annually organized external auditors assessment.  The cooperation of everyone is required for
the successful defense against the risks posed by fraud. All employees are
expected to make a personal contribution to ensuring that cases of fraud can be
averted, detected and pursued in order to protect the tangible and intangible
assets of the Magyar Telekom Group, including its public reputation.  Employees who possess service or personal
information that suggests the suspicion of fraud are obliged to report such
case without delay to the company.  You
are required to comply with all provisions set out in the Magyar Telekom Group
Directive on the Introduction of Anti Fraud Policy, which may be accessed atGemini/Dokinfo/vig-igut/1_vigut/Eng/2007.  Securities
Laws and Insider Trading  Because the Magyar Telekom Group is a public company in Hungary and in
the United States, we are subject to a number of laws concerning the purchase
and sale of our stock and other publicly traded securities.  By virtue of your position with the company,
you may become aware of material nonpublic information, also known as inside
information, about our company, business, affairs, and prospects.  You may not buy or sell stock (including by
exercise of stock options) or any other security (including, for example,
debentures, warrants, puts, calls or stock appreciation rights) on the basis of
material nonpublic information. Nor may you disclose such information in order
to allow others to engage in transactions in our stock or other securities.  The improper use of material nonpublic
information is known as insider trading. 
Insider trading is both a criminal and a civil offense and is strictly
prohibited by Hungarian, United States and other countries securities laws, as
well as this Code.  If
you have any questions concerning transactions in company stock or securities,
the securities laws or our policies with regard to those laws, or regarding the
correct ethical and legal action to take in a situation involving material
nonpublic information, please contact your immediate supervisor or our Group
Compliance Director.  10


All
employees must strictly observe and comply with the laws, rules and
regulations that govern our conduct, including the insider trading laws of
Hungary, the United States and any other countries in which we operate, as well
as internal policies of the Magyar Telekom Group, including the Magyar Telekom
Group Directive on the implementation of the legal requirements of prohibiting
insider trading and market manipulation, which may be accessed at
Gemini/Dokinfo/vig-igut/1_vigut/Eng/2007.  External
Perception of the Magyar Telekom Group  Reputation of the Magyar Telekom Group  The reputation of the Magyar Telekom Group is one of our most prized
and important assets. It derives from the way we all conduct ourselves, and
rests on genuine merits. The polished conduct of our employees draws
recognition from the business world, our industry peers, and the public at
large. We must always pursue our activities in a manner commensurate with the
trust we have earned. Therefore, everything we do as employees of the Magyar
Telekom Group and in the name and on behalf of the Magyar Telekom Group must
meet or exceed our standard of ethical conduct.  Social Charter  The social standards to be followed by every employee of Magyar Telekom
Group are defined by the Deutsche Telekom Group Social Charter.  The Social Charter is a voluntary commitment
by Deutsche Telekom Group to comply with minimum social standards and defines
fundamental principals for labor relations and employment conditions. The
Social Charter is based upon the values of the United National Global Compact
and internationally recognized standards and guidelines of the International
Labor Organization and the OECD.  Diversity Policy  Individual diversity and an
appreciative basic attitude are keys to our success. For the benefit of our
company, we acknowledge, appreciate and incorporate the characteristics of all
our individual stakeholders, in accordance with ourcorporate policy, corporate values and our
brand. In an internationalized and globalized world, we encourage and demand
personal and cultural diversity for a higher quality in our personal and
professional lives.  Conduct with Customers and Business Partners  Customers shape the image of the Magyar Telekom Group. Consequently,
the entire organizations culture must focus on the customer.  This applies to all of us, not only to those
employees who are in direct contact with the customers.  Each and every employee must be committed to
providing high-quality service.  Each of
us has to make every effort to serve the customers quickly and at a high
standard, so as to make them as satisfied as possible and so that, parallel
with this, the performance of the company shall continue to improve.  11


Magyar Telekom Group prides itself on its
reputation as a trustworthy and ethical member of our community and our
industry.  We are committed to
maintaining the highest levels of integrity and fairness within our company.  You must conduct business honestly and fairly
and not take unfair advantage of anyone through any misrepresentations,
manipulation, concealment, abuse of privileged information, fraud or other
unfair business practice.  Members of the Magyar Telekom Group must establish and maintain
partnership with our customers on the basis of mutual advantages, so as to
maximize customer satisfaction and the efficiency of the Group. To achieve
this, everyone has to know and understand the strategy and the long- and the
short-term objectives of our company.  We must always keep in mind that every person with whom the Magyar
Telekom Group enters into business or other relationship has the right to
expect unbiased, correct, fair and polite treatment from us.  It is essential for all of us to adopt and consistently display the
attitude that the company is for the customers even when (and especially
when) it is difficult.  We should never promise more than we can deliver. We should keep our
word and be reliable and trustworthy.  When serving the customers, we must show flexibility, tact and
reasonable judgment. When fulfilling the requests of our customers and
answering questions concerning bills or services, we have to strive for the
perfect satisfaction of the customers.  We always must be patient, polite and friendly with the customers. We
have to listen to their requests attentively and  knowing the services of our
company  find the most appropriate solution for them.  When handling the remarks of our customers we have to make every effort
to turn an unsatisfied customer into a satisfied customer. If anyone at the
company receives a complaint, he should refer it to the competent customer
service personnel. We must respond to complaints and any grievances not with
excuses but with facts and solutions. We must try to answer and close every
comment or complaint as quickly as possible and in a manner satisfactory for
the customer.  It may happen that we maintain both vendor and customer relationships
with a particular business partner. In such cases, we must make a point of separating
the two types of relationships. We may not make it a condition of our purchases
that the other party buy our services or products in return.  Not every employee comes into direct contact with our customers. We
must nonetheless do our work in a way that contributes to increasing the
satisfaction of the customers. One of the best ways to achieve this is to work
to the maximum satisfaction of the employees within the Magyar Telekom Group 
in other words, the internal customers. 
By doing so, we promote the work aimed at increasing the satisfaction of
our external customers.  12


We must steadily increase the standard of our
services and think about how we can best satisfy the changing requirements of the
customers. We have to be flexible and find the most efficient tools and methods
of solving the problems.  It is not only a legal but also a moral requirement that we do not
misuse in any way the information obtained about the transactions and personal
data of the customers on account of their relationship with us. We must not
release such information to unauthorized persons either within or outside the
Group.  As employees, we influence the image of the Magyar Telekom Group with
our appearance and attire. When meeting customers, business partners or even
fellow colleagues, we must try to dress cleanly, neatly and with due
professionalism.  If the company provides a uniform for work, we must keep it tidy and
well groomed.  Gifts and Entertainment  We are dedicated to treating all persons and firms with whom we do
business fairly and impartially. 
Therefore, our employees must not give or receive gifts, entertainment
or gratuities that could influence or be perceived to influence business
decisions. Misunderstandings can usually be avoided by conduct that makes clear
that the Magyar Telekom Group conducts business on an ethical basis and will
not seek or grant special considerations.  Under no circumstances can any bribe, kickback, or illegal payment or
gift, including, but not limited to, cash and cash equivalents be made.  You
may accept novelty or promotional items, modest gifts related to commonly
recognized occasions, such as a promotion, holiday, wedding or retirement, and
invitations to sporting/entertainment activities or meals if:  ·infrequent, ·unsolicited, ·public disclosure of the gift/invitation/meal
would not embarrass the Magyar Telekom Group or the individuals involved, and ·the value is reasonable and not lavish, if it
is a gift, an invitation to a sporting/entertainment activity or a meal ·and the direct superior is informed on it.  Gifts
to and from government officials are highly regulated and often prohibited by
law.  The provision or receipt of such
gifts may subject the employee and the company to significant legal liability.  As discussed in the section above entitled Anticorruption Laws, all employees and
agents of Magyar Telekom Group must abide by the regulations imposed by the
Magyar Telekom Group Foreign Corrupt Practices Act Policy with respect to the
offer and acceptance of gifts to and from government officials.  13


If you are not sure whether a specific gift, meal or invitation to a
sporting/entertainment activity is permissible, contact your immediate supervisor,
the Group Compliance Director, or the Magyar Telekom Ethicsline.  Conduct with Competitors  It is an integral part of our business policy that when selling our
services, we stress their advantages and not the weaknesses of similar services
offered by our competitors. We may not use inaccurate comparison either in our
advertisements or in promoting our services by other means in order to win
customers.  There is stiff competition in the market for customers. One of the
resources that helps us excel in this environment is efficient business
intelligence. It is an essential ethical imperative that we only obtain
information on the competitors through fair and legally accessible channels. We
will not take unfair advantage of anyone through unethical behavior.  Press, External Publications  Due to the size of the Magyar Telekom Group, the role it plays in the
region and the strategic importance of the industry, the Magyar Telekom Group
and its activities command public interest. As a consequence, the information
published in the press and other media about the Magyar Telekom Group and its
member companies is of utmost importance.  Each and every publication about the member companies (press articles,
programs, interviews, especially if the Group is specifically mentioned in
them), must be reviewed and approved by the competent organization. As a public
company, the Magyar Telekom Group is required to disclose certain information
to government authorities such as the Hungarian Financial Supervisory Authority
and United States Securities and Exchange Commission, as well as to the
public.  We provide, in reports and
documents that we file with or submit to such authorities and in other public
communications, information that is full, fair, accurate, complete, objective,
timely and understandable in all material respects.  If you are asked to provide information about the Magyar Telekom Group
or its business activities, you are requested to refer the requesting party to
the Investor Relations Branch.  Inquiries
about former employees, such as reference requests, should be referred to the
Human Resources Branch. Do not attempt to answer these questions yourself. Be
sure to advise your immediate supervisor of the request.  Political and Other Activities  The Magyar Telekom Group respects the employees right to privacy,
religious and political views and does not influence these in any way.  Thus every employee is free to be involved in any legally established
and operated public or political organization. However, employees activities
and statements associated with such organizations may not violate the ethical
principles of the Magyar Telekom Group and may not erode the favorable judgment
of the Group.  Therefore, each employee
must clearly express that  14


he or she participates in such activities or
makes such statements as a private person and not as an employee of the Magyar
Telekom Group.  However, we may not use our place of work as a site for such activities
and may not use the assets of the Magyar Telekom Group to support such
activities.  It follows from the above that we, too, have to respect the right of
our colleagues to privacy, to religious and political views and have to refrain
from influencing them by any means.  The Magyar Telekom Group may not financially or morally support
political parties, political organizations or their representatives.  Donations  Magyar Telekom Group promotes
education, sciences, the arts and cultural and social affairs, sports and environmental
protection through sponsorships and in-kind donations. All donations must
comply with applicable law. No donations are made to individuals, private
accounts or organizations that could prove to be detrimental to the reputation
of the Magyar Telekom Group.  Employee
Attitude Towards the Company  Security Code on the Security of Business Information  The Magyar Telekom Group Security Code on the Security of Business
Informationdefines the rules of
safe activity in compliance with company interests with respect to the
protection of business information.  The
Security Code applies to IT security, the protection of business information
and personal data, and the proper handling of classified data.  All employees are required to comply with all
of the provisions of the Group Security Code, which has been enacted through
the Group Directive on issuance of the Group Security Code on the Security of
Business Information (no. 31/2005) and Annex, which may be found atGemini/Dokinfo/vig-igut/1_vigut/Eng/2005.  Protection of the Physical and Intellectual Assets, Security,
Confidentiality  The Magyar Telekom Group commands assets of great value, which comprise
the physical assets of the member companies (office equipment, tools, building
equipment and accessories, vehicles, etc.), their high-standard and versatile
services, as well as know-how type of information with market value which
constitutes the intellectual property of the Group. The latter comprises the
intellectual products created by the employees of the Group while performing
their work, the knowledge and experience acquired by them, as well as the
confidential information handled by them in connection with their job.  Magyar Telekom Group assets and funds may be used only for business
purposes and may never be used for illegal purposes.  We understand that the occasional personal
phone call or email at work is inevitable and such activity does not represent
a violation of this Code as long as it is not repetitive, does not interfere
with your daily work, and does not involve any illegal or nefarious  15


purpose. Incidental personal use of
telephones, fax machines, copy machines, personal computers, e-mail and similar
equipment is generally allowed if it is occasional, there is no significant
added cost to the company, it does not interfere with your work
responsibilities and is not related to illegal or improper activity or outside
business and it will not harm the Groups reputation.  If you become aware of theft, waste or misuse
of our assets or funds or have any questions about your proper use of them, you
should speak immediately with your immediate supervisor, the Group Compliance
Director or call the Magyar Telekom Ethicsline.  Employees must handle and use all Magyar Telekom Group assets,
information and knowledge with the care that can be generally expected from an
employee. In particular, we may not cause damage to any Magyar Telekom Group
property and we may not release them to third parties without appropriate
authorization from a superior.  Employees are prohibited from reproducing software assets licensed by
the Magyar Telekom Group, using illegally obtained software, or distributing
the original software or unauthorized copies of software which the company does
not own or possess the applicable license.  In the information society (participation in the construction of which
is one of the cornerstones of the mission of the Magyar Telekom Group), great
emphasis is laid on intangible assets, that is knowledge, know-how and
information. Protection of  the Magyar Telekom Groups intellectual
property  including its patents, trade secrets, copyrights, trademarks,
scientific and technical knowledge, know-how, and the experience developed in
the course of the companys activities  is essential to maintaining the
companys competitive advantage. You are expected to establish, protect,
maintain, and defend the Magyar Telekom Groups rights in all commercially
significant intellectual property and to use those rights in a responsible
way.  In addition to protecting the
Magyar Telekom Groups intellectual property rights, you must respect the valid
intellectual property rights of others. 
Unauthorized use of the intellectual property rights of others may
expose the company to civil lawsuits and damages. Theft and misappropriation of
intellectual property may result in significant fines and criminal penalties
for the company and the offending employee.  Some of us may come into possession of confidential information that
can only be revealed to those colleagues who need it for their work. We must
act with utmost care when working with confidential information: it must not,
by any means, get into the hands of unauthorized persons. We must not speak
about details of such information, not even to family members or friends,
because our family members or friends are not able to judge the level of
importance or confidentiality of a piece of information for the Magyar Telekom
Group. The following is a non-exclusive list of confidential information:  ·Historical or
projected financial results, earnings, losses, liquidity, and other similar
financial information. ·Possible action
related to our stock, such as a dividend declaration, increase, or decrease,
stock split, or anticipated public or private offerings of Magyar Telekom Group
securities. ·Evaluations or
considerations of an acquisition candidate, business unit divestiture, joint
venture, tender offer, or restructuring activity, including the fact that discussions
or negotiations are in progress, or that such a transaction is being
undertaken.  16


·News
of significant changes in products or services, the gain or loss of a
significant customer or supplier, and other major marketing changes. ·Significant
product developments, defects or modifications. ·Changes in
management or control. ·Personal data of
colleagues. ·Any significant
actual or threatened litigation, dispute, or government investigation. ·Trade secrets
and proprietary information, including but not limited to any business or
technical information, such as customer lists, technical presentations,
computer program source codes, research programs, and information that is
valuable because it is not generally known. ·Any invention or
process developed by an employee using Magyar Telekom Group facilities or trade
secret information resulting from any work for the Magyar Telekom Group, or
relating to Magyar Telekom Group business.  We all have to maintain confidential information in confidence even
after the termination of our employment. This means that we may not speak
freely about any known details after we have changed employment. Upon
termination of our employment we have to return every confidential or Magyar Telekom
Group-specific document  in any
form, including paper-based and electronic 
to the company.  We must all be sensitive to the impact of comments made over the
Internet through public forums such as chat rooms and bulletin boards.  In such forums, you may not post any
information about the Magyar Telekom Group, including comments about our
products or services, stock performance, operational strategies, financial
results, customers or competitors, even in response to a false statement or
question.  This applies whether you are
at work or away from the office. Caution is the best policy, and one that the
Magyar Telekom Group endorses as part of its ethics in information technology.  Conflict of Interest  The fact that we have entered into the employment of the Magyar Telekom
Group means that we agreed to work for the pursuit of the business interests
and the successful operation of the company commensurate with our job
positions.  We must also perform all our
other activities in such a way so as not to conflict with the interests of the
Magyar Telekom Group.  We therefore avoid conflict of interests in personal and professional
relationships with the interests of the company. Such conflict arises when our
private interests interferes in any way  or even appears to interfere  with
the interests of the company as a whole. A conflict situation can also arise
when an employee or officer takes actions or has interests that may make it
difficult to perform his or her work objectively or effectively.  Although it is not possible to describe every conflict of interest,
situations that could cause a conflict of interest include:  ·Doing business on behalf of
the company directly or indirectly with family members, ·Having a financial interest
in another company with whom we do business,  17


·Having a
personal financial interest in any asset being acquired or disposed of by the
company, ·Taking a second job, ·Managing your own business, ·Serving as a director of
another business, ·Being a leader in some
organizations, and ·Diverting a business
opportunity from the Magyar Telekom Group to another company, whether or not
that company is a direct competitor.  As an example, a conflict of interest may arise when we engage in other
side activities that distract our attention from work performed for the company
and erode our job performance.  If we are running our own business, its scope of activities may not,
even in part, be identical with the activities of the Magyar Telekom Group
member companies, because this would be a conflict of interest.  We may not initiate or accept contact or business activities on behalf
of the company with businesses in which our relatives or we ourselves hold a
direct or indirect financial interest.  We may not offer the services and products of Group member companies
through an unofficial chain for our personal gain.  Any situation which appears likely to result in an apparent or actual
conflict of interest must be adequately disclosed and reported in writing to
your immediate supervisor in a timely manner. 
In consultation with the Group Compliance Director, your supervisor will
determine whether a potential conflict of interest exists and whether any
corrective action must be taken.  Officers and members of the Board of Directors of the Magyar Telekom
Group have an enhanced duty to review their personal and business relationships
to determine if a potential conflict of interest exists.  Such persons are required to disclose any
actual, potential or apparent conflicts of interest to the Chair of the Audit
Committee.  All employees are required to comply with all of the provisions of the
Group Directive on the rules of conflict of interest of employment (no.
6/2006) and Annexes, which may be found atGemini/Dokinfo/vig-igut/1_vigut/Eng/2006.  If you have any questions about a situation you may have, please contact
your supervisor, the Group Compliance Director, or the Magyar Telekom
Ethicsline.  Corporate Opportunities for Personal Purposes  We will not personally benefit, directly or indirectly, from
opportunities discovered through the use of corporate property, information or
position. The use of corporate property, information or position for personal
gain is prohibited. Employees, officers may not compete against the company,
either directly or indirectly, and must advance the legitimate interest of the Magyar
Telekom Group when the opportunity arises.  18


Loans to Executives  Unlawful extensions of credit by the Magyar Telekom Group in the form
of personal loans to our executive officers are prohibited and may violate
securities laws. All other loans by the Magyar Telekom Group to, or guarantees
by the Magyar Telekom Group of obligations of, officers with the title of Chief
Officer or above must be made in accordance with our established policies
approved by our Supervisory Board or the Audit Committee.  Use of Drugs and Alcohol  Employees may not use, sell, possess, purchase or transfer  drugs on Magyar Telekom Group premises, in
Magyar Telekom Group vehicles or during work hours. Alcohol consumption during
work hours or on Magyar Telekom Group premises is also prohibited. The only
exception is this prohibition is that alcohol may be consumed by persons of
legal drinking age at Magyar Telekom Group-sponsored functions that are
approved by a supervisor with the appropriate level of responsibility to
authorize such functions. Employees also must not be under the influence of
drugs or alcohol during work hours, regardless of when the drugs or alcohol were
consumed. It is also a violation of this Code to sell, transfer or distribute
personal prescription drugs on Magyar Telekom Group premises, in Magyar Telekom
Group vehicles or during work hours.  Conduct
with Fellow Employees  We work as a team; we set up and foster positive human relations.
Consequently, the relationships we maintain with our colleagues have many
ethical implications.  Cooperation  No employee of the Magyar Telekom Group may be discriminated against on
the ground of his or her gender, age, ethnicity, religion, political
affiliation, association with any interest representation organization or other
properties or activities not connected with their work, or any characteristic
protected by law.  We will not tolerate discrimination or harassment by anyone  managers,
supervisors, co-workers, temporary workers, consultants, business partners,
vendors or our customers.  This policy
extends to every phase of the employment process, including: recruiting,
selection/hiring, job assignment, transfer, promotion, demotion, layoff,
adverse legal consequences due to breach of employment-related duties including
termination, training, education, compensation and benefits.  If you observe conduct that you believe is
discriminatory or harassing, or if you feel you have been the victim of
discrimination or harassment, you should notify your supervisor, the Human
Resources Branch, the Group Compliance Director, or report such activity via
the Magyar Telekom Ethicsline.  19


Close cooperation is indispensable between
the employees and organizations of the Magyar Telekom Group. The attitude of
each employee of the Group should be based on mutual respect and shared
interests in the common objectives.  We share the same objective with each and every employee: promote the
successful operation of our member company, and through this, the entire Magyar
Telekom Group. We must work by helping each other, not by fostering rivalry.  In view of the above, it is not ethical to incite rivalry among the
employees or within the organizations, because the overall interest of the
company requires employees to cooperate based on mutual respect.  In our work we have to strive to reveal problems and misconduct. We
have to try to find solutions, not to seek scapegoats. If we criticize some
practice or procedure, we must also try to propose a better solution so as to
promote improved operations.  As managers, we have to base our cooperation with our subordinates on
our professional experience, and not regard our position as a power exercise.  We must not request or direct our subordinates to do something that
cannot be done without breaching this Code of Business Conduct and Ethics.  We must respect our non-smoking colleagues and only smoke in the dedicated
smoking areas. In our other activities we also have to make every effort not to
disturb our colleagues.  With our work or behavior we must not risk the health or physical
wellbeing of our colleagues, and we must pay special attention to protecting our
environment. You should follow all safety laws and regulations, as well as
Magyar Telekoms safety policies and procedures.  You should immediately report any accident,
injury or unsafe equipment, practices or conditions to your supervisor.  We also have an obligation to carry out business activities in ways
that preserve and promote a clean, safe, and healthy environment.  All employees must strictly comply with the
letter and spirit of applicable environmental laws and the public policies they
represent.  The consequences of failing
to adhere to environmental laws and policies can be serious.  Magyar Telekom Group, as well as its
employees, may be liable not only for the costs of cleaning up pollution, but
also for significant civil and criminal penalties.  Each employee should make every effort to
prevent violations from occurring and report any violations to his/her
immediate supervisor, the Group Compliance Director, or the Magyar Telekom
Ethicsline.  Data Protection  Magyar Telekom Group respects the privacy and dignity of all employees
and will acquire and retain the personal information of its employees as is
required for the operation of the company or as required by and in accordance
with applicable law.  20


All employees are required to comply with all of the provisions of the
Group Directive on the application of the Code of Conduct and its Side Letter
for the Protection of the Individuals Right to Privacy in the Handling of
Personal Data within the Deutsche Telekom Group (Directive no. 20/2005 of the
Chief Human Resources and Legal Officer) and Annexes as well as Directive No. 64/2005,
including its Annexes and the respective executive decree on the Employee Data
Protection and Data Security Rules regarding the protection of the
personal data of the employees of Magyar Telekom Rt., which may be found atGemini/Dokinfo/vig-igut/1_vigut/Eng/2005.  Internal Communication  The Magyar Telekom Group supports the internal (and external)
communication of its employees with electronic means (e.g., electronic mail,
Group Intranet, Internet access).  The general principles of use also apply to the use of these tools: the
company provides these tools to the employees for business purposes.  We must not use the internal electronic mail system for excessive
exchanges of private messages or to distribute chain e-mails because they may
distract the employees attention from work or may violate their religious or
other convictions, or public morals.  We must only classify our mail as important or high priority if such
classification is justified and the importance of our message requires so.
Otherwise the important messages (and other peoples important messages) will
not get the necessary attention.  When making a contribution to an intranet forum, we should raise
comments or questions preferably indicating our full name. If we elect to hide
our identity for some reason, we still must formulate our opinion in such a way
that it will not harm the reputation of Magyar Telekom Group or us.  We must make sure that the advertisements posted on an intranet forum
are succinct. Always consider thoroughly before posting an advertisement
whether it could, in any way, infringe Magyar Telekom Group interests.  It is unethical and prohibited to post in the Group intranet system the
job listings or other advertisements of a competitor.  Accuracy
of Company Records  All
information you record or report on the companys behalf, whether for our
purposes or for third parties, must be done accurately and honestly.  All of Magyar Telekom Groups records
(especially accounts and financial statements) must be maintained in reasonable
and appropriate detail, must be kept in a timely fashion, and must
appropriately reflect our transactions. 
Falsifying records or failing to record funds and assets is a severe
offense and may result in prosecution and/or termination of employment.  When a payment is made, it can only be used
for the purpose spelled out in the supporting document.  21


Information
derived from our internal records forms the basis for financial statements
provided to Magyar Telekom Group stockholders and investors as well as
government agencies.  In addition, that
information is subject to both internal and external audits.  Our accounting records must conform not only
to Magyar Telekom Group internal control and disclosure procedures but also to
generally accepted accounting principles (GAAP) and other laws and regulations,
such as those of the United States Securities and Exchange Commission.  Our
internal and external auditing functions help ensure that our financial books,
records and accounts are accurate. 
Therefore, you must provide our accounting department, internal auditing
staff, Audit Committee and independent public accountants with all pertinent
information that they may request and the information you provide must be
accurate.  We encourage open lines of
communication with our Audit Committee, accountants and auditors and require
that all of our personnel cooperate with them to the maximum extent
possible.  It is unlawful for you to
fraudulently influence, induce, coerce, manipulate or mislead our independent
public accountants.  All
employees whose job function includes access to Magyar Telekom Groups records
must review, understand and comply with all applicable internal policies of
Magyar Telekom Group, including the Magyar Telekom Group Foreign Corrupt
Practices Act Policy, which may be accessed at Gemini/Dokinfo/vig-igut/1_vigut/Eng/2007
and if applicable to your position, Magyar Telekom Group Financial Code of
Ethics to Treasury and Financial Managers , which may be accessed at
Gemini/Dokinfo/vig-igut/1_vigut/Eng/2007.  If you are unsure about the accounting treatment of a transaction or
believe that a transaction has been improperly recorded or you otherwise have a
concern or complaint regarding an accounting matter, our internal accounting
controls, or an audit matter, you should confer with your immediate supervisoror the Internal Audit Branch, or you may
submit your concern, on an anonymous basis, to the Magyar Telekom Ethicsline or
to the Audit Committee.  Document
Management  Our records, including our business records, electronic records, and
electronic messages, should be retained or discarded in accordance with our
document management directives and all applicable laws and regulations. These
directives, laws and regulations apply equally to all of our records, including
formal reports as well as informal data such as drafts, e-mail, expense reports
and internal memos. If the existence of a subpoena or a pending government
investigation is known or reported to you, you should immediately contact the
Legal Services Branch and you must retain all records that may pertain to the
investigation or be responsive to the subpoena. 
You are required to familiarize yourself and comply with the Magyar
Telekom Group Directive on Document Management, which may be accessed at
Gemini/Dokinfo/vig-igut/1_vigut/Eng/2007.  Administration
of the Code  Magyar
Telekom Group has adopted a Corporate Compliance Program to assist the company
and its employees in complying with fundamental legal, regulatory, and ethical
guidelines for  22


conducting
business, including the letter and spirit of the laws and rules discussed
in this Code.  The Corporate Compliance
Program is designed to convey, in no uncertain terms, the absolute commitment
of Magyar Telekom to the highest standards of integrity.  The function of the Corporate Compliance
Program is to ensure that Magyar Telekom conducts business with the highest
level of awareness, training, commitment, and adherence to applicable laws and
regulations by setting ethics and compliance standards, communicating those
standards to company personnel, monitoring and auditing the standards,
providing a mechanism for employees to report issues of concern to them, and
maintaining an organizational structure that supports the furtherance of the
Corporate Compliance Program.  Overall
responsibility for the Corporate Compliance Program rests with the Supervisory
Board, the Group Compliance Director and the Group Compliance Committee.  The Group Compliance Director and Group
Compliance Committee are responsible for developing, issuing, and monitoring
ethics and compliance-related policies.  All
employees are required to review and familiarize themselves with the Magyar
Telekom Group Corporate Compliance Program, which may be accessed at
Gemini/Dokinfo/vig-igut/1_vigut/Eng/2007. The Magyar Telekom Group Corporate
Compliance Program provides the structure of Magyar Telekom Groups compliance
regime as well as training, monitoring and enforcement procedures.  Reporting
System  We
take this Code seriously and consider its enforcement to be among our highest
priorities, but we also acknowledge that it is sometimes difficult to know
right from wrong.  Thats why we
encourage open communication.  When in
doubt, ask.  Whenever you have a question
or concern, are unsure about what the appropriate course of action is, or if
you believe that a violation of the law or this Code has occurred:  ·You should talk with your immediate
supervisor or one of the contacts named by your organizational unit.  He or she may have the information you need,
or may be able to refer the matter to an appropriate source, including the
Group Compliance Director or the Legal Services Branch, as circumstances
warrant.  ·Alternatively, you may go directly to the
Group Compliance Director with your concern if you think that would be the best
course of action to take.  ·If you are uncomfortable talking with anyone
directly, at least initially, you may pose questions or report questionable
activities using the Magyar Telekom Ethicsline at+ 36 1 458 7780.  The Hotline
is available 24 hours a day, 365 days a year. 
Calls to the Magyar Telekom Ethicsline may be made anonymously.  Employees may also submit questions and
reports via email atmukodesikodex@telekom.hu.  Every reasonable effort will be made to
protect the confidentiality of the reporting employee if requested.  The Group Compliance Director is responsible
for initiating preliminary inquiries after receiving reports of possible
misconduct, and escalating the inquiry as appropriate, with the assistance of
legal counsel, as necessary.  23


·In addition, if you have concerns or
complaints about personnel issues, you may confer with the Human Resources
Branch, and if you have concerns or complaints about accounting or audit
matters or our internal accounting controls, you may confer with our Chief
Financial Officer, Internal Audit Branch or you may submit your concern or
complaint via the Magyar Telekom Ethicsline.  Magyar
Telekom Group will not retaliate against anyone who, in good faith, notifies
the company of a possible violation of law or this Code, nor will we tolerate
any harassment or intimidation of any employee who reports a suspected
violation.  In addition, there are whistleblower
laws that are designed to protect employees from discrimination or harassment
for providing information to the company or governmental authorities, under
certain circumstances, with respect to certain laws such as those governing
workplace safety, the environment, securities fraud and laws relating to fraud
against stockholders.  Due
to the extensive regulation of accounting and financial controls by
governmental authorities, the Magyar Telekom Group has established a specific
procedure for reporting, processing and investigating complaints related to
violations of the Code with respect to accounting, financial reporting and
audit-related issues.  All employees are
required to review, understand and comply with the procedures for the treatment
of complaints and comments regarding accounting, financial and auditing
matters, which is attached to this Code as Annex C.  Investigation  Following
receipt of a suspected policy violation, the Group Compliance Director, in
consultation with the appropriate Group Compliance Committee member(s) who
is(are) the subject matter expert(s) within the compliance discipline at
issue, will determine whether additional investigation needs to be conducted
and which member(s) of the Group Compliance Committee will be responsible
for overseeing the investigation.  The
Group Compliance Director, upon consultation with the appropriate Group
Compliance Committee member(s) may retain counsel (corporate or outside)
to advise and assist in such investigation. 
The Group Compliance Director and appropriate Group Compliance Committee
member(s) will conduct such investigation until sufficient information is
generated on which to base a judgment as to whether a criminal or corporate
policy violation has occurred.  All
employees are required to cooperate with investigations by the Group Compliance
Director and the Group Compliance Committee.  Full
descriptions of the procedures for investigating complaints and violations of
the Magyar Telekom Group policies, codes and directives are attached to this
Code as Annex B (non-accounting, financial and auditing matters) and Annex C
(accounting, financial and auditing matters).  Disciplinary
Measures  Disciplinary measures against violators of this company policy, which
is a labor regulation, shall be taken in accordance with the Labor Law of the
Republic of Hungary and internal company policies.  24


The sanction applied will depend on the seriousness of the act or the
culpability of the employee and may include the following: oral or written
warning, other negative legal consequences of non-compliance of the employee
with an employment-related obligation, termination of employment or any other
legal enforcement in compliance with the legal and internal regulations and
reporting of such conduct to the appropriate authorities.  If deemed appropriate, the Magyar Telekom Group will submit a claim for
damages from the employee.  Waiver  Any substantive amendment or waiver of this Code of Business Conduct
and Ethics, or any internal policy or regulation of Magyar Telekom Group,
particularly applicable to or directed at a member of the Board of Directors or
the chief executive officer, chief financial officer, controller, or persons
performing similar functions may be made only after approval by the Board of
Directors or Supervisory Board, and will be disclosed as required by applicable
law or applicable stock exchange regulations. Any waiver of this Code of
Business Conduct and Ethics applicable to or directed at any other person may
only be granted by the Group Compliance Director with written notice to the
Chair of the Audit Committee.  Updating the Corporate Compliance Program  Because
laws, regulations and contractual requirements are subject to change, a key
component of the Corporate Compliance Program will be an annual review of
Magyar Telekom Groups compliance policies and procedures, including those set
forth in the Code of Business Conduct and Ethics.  The Group Compliance Director and Group
Compliance Committee will make revisions to policies and/or procedures as
necessary.  All revised policies and
procedures will then be distributed to Magyar Telekom Group employees.  Any recommendations for revisions to a Magyar
Telekom Group compliance policy or procedure should be made to the Group
Compliance Director.  Helpful
Contact Information  Magyar Telekom Group offers numerous resources to aid its employees,
consultants, agents, representatives, customers, suppliers and other business
partners in complying with the ethical guidelines outlined in this Code of
Business Conduct and Ethics.  In addition
to your immediate supervisor, you may contact the office of the Group
Compliance Director or the Magyar Telekom Ethicsline with any questions,
comments or concerns.  In addition, you may contact the following resources to report and/or
resolve any concerns or questions: Group Compliance Director, Magyar Telekom
Ethicsline, Internal Audit Branch, Group Legal Services Branch, Investor
Relations Branch, and Group Human Resources Branch.  Clause  Any employee, contracted partner and customer may read the text of the
Code of Business Conduct and Ethics at any time.  25


Every new and current employee and officer shall acknowledge the Code
of Business Conduct and Ethics with his or her signature.  The managers exercising employers rights are responsible for having
the employees learn the Code of Business Conduct and Ethics and comply with its
contents.  26


Annex
A  Frequently Asked Questions  What should I do when a customer angrily complains about an error of
our service?  ·Ask him to
specify the nature of the error / failure. ·Ask whether you
have correctly understood the complaint. ·Outline the
process of the solution, when and what will be done to solve the problem. ·Begin repairing
the problem without delay. ·If you are not
able to help (e.g., because the problem does not belong to your practice area),
offer your help to contact the competent colleague directly.  What should I do when an employee of a competitor wants to release or
sell me confidential information about his company?  ·Refuse firmly. ·Promptly inform
your manager who will take necessary steps.  What should I do when a friend requests me to release to him
information classified as confidential by my company?  ·Tell him you are
not able to share the requested information, because  ·you are not
authorized to do so, or it is expressly prohibited, ·such an act may
have adverse legal consequences for us, and ·such an act
would violate the interests of our company, and through them, the interests of
the entire Group.  ·You may share
with your friends publicly available information or may help them search for
such information (e.g. in newspapers, advertisements, on the Magyar Telekom
Group home page, etc.)  What should I do when a relative asks me to favor him at a supplier
tender?  ·Reject the
request politely but firmly. ·Inform him that
his request is against the internal rules and ·The process of
selection of the subcontractors precludes the possibility of granting his
request.  What should I do if I find the advertisement of a competitor company in
the job advertisements column?  ·Contact the web
editor who moderates the intranet forum in question by phone, personally or by
electronic mail. ·Ask him to
delete the advertisement.  27


Annex
B  Procedures for Investigating Complaints and Violations of Magyar Telekom
Group Policies, Codes and Directives  All employees and stakeholders are requested to report violations of
the Magyar Telekom Group policies, codes and directives.  This Annex contains the procedural rules pertaining to receiving,
deciding upon and managing complaints made in connection with the violation of
the provisions of Magyar Telekom Group policies, codes and directives (complaints).  1.Scope of the
Matters Under Investigation  The procedure applies to complaints made in connection with the
violation of the provisions of Magyar Telekom Group policies, codes and
directives, to the investigation of the complaints, to the eventual legal
consequences and to the imposition thereof.  During such procedure, the applicable labor and data protection rules shall
be taken into account.  2.Procedural
Guarantees/Safeguards  Receiving, investigating and managing complaints shall be made in
strict confidence.  Magyar Telekom Group guarantees that the identity of the employee
making the complaint will be kept in confidence during and after the procedure.  Magyar Telekom Group will not impose legal measures against any
employee making a complaint based upon legitimate suspicions of nefarious
conduct.  Only the employees of the Ethicsline and the employees participating in
the investigation of the complaint have access to the personal data of the
employee making the complaint and to the content of the complaint. These
employees shall manage such personal data in confidence, for a specified
purpose, and shall protect this data in a way which is equivalent to the
protection of business secrets.  The investigation, and the management of data in the course thereof,
may not harm the personal rights of the person submitting the complaint, nor
the employee affected by the complaint.  3.Submitting
Complaints  3.1Form of
Submitting Complaints  Complaints can be submitted by phone, fax, letter, e-mail or via the
Intranet to the Magyar Telekom Ethicsline. The availability of the Magyar
Telekom Ethicsline is set out in the Code of Business Conduct and Ethics.  28


Complaints may be submitted anonymously.  Complaints may be submitted in Hungarian, or in the case of a foreign
employee, in English or the primary language spoken at the member company at
which the employee is based.  Employees may contact also contact the following persons, as set out in
the Code of Business Conduct and Ethics:  ·Immediate or
indirect superiors, ·Contacts named
by the organizational units, ·In the case of
complaints/reports regarding accounting issues, the head of the Internal Audit
Branch, or ·Group Compliance
Director  3.2Mandatory
Elements of the Complaints  The complaint is suitable for investigation if it contains:  ·name and data
suitable to identify unambiguously the employee affected by the complaint (e.g.
organizational unit, availability) ·description of
the complained activity or default, ·date of the
commissioning and duration of the complained activity or default, and/or ·venue of
commissioning of the complained activity or default.  4.Registering and
Forwarding the Complaints  The complaints submitted to the Magyar Telekom Ethicsline are received
and registered by the Ethicsline employee  as the designated person of the
Group Compliance Director. He/she takes care of forwarding the complaint for
investigation within three business days upon the receipt, if the conditions to
initiate an investigation are met.  4.1Registering
the Complaints  The Magyar Telekom Ethicsline employee registers all complaints made,
irrespective as to whether they are suitable for investigation or not.  The registration of each complaint contains the following information:  ·date of making
the complaint and form of the submission (phone, fax, e-mail, letter), ·name and other
relevant personal data of the employee making the complaint, if he/she provides
such information upon making the complaint,  29


·name and other
data suitable to identify the employee affected by the complaint (e.g.
organizational unit, availability etc.), ·description of
the complained activity or default, ·date of
commissioning of and duration of the complained activity or default, ·venue of
commissioning of the complained activity or default, ·date of the
registration, ·measure(s)/action(s) taken,
indicating the date thereof.  Additionally, the registration contains all information, measure/action
and decision(s) related to the given case.  If any of the above data is not available, the Magyar Telekom
Ethicsline employee registers this fact.  All complaints and the copies of the related documents shall be kept in
accordance with the document storage regulations effective from time to time.  4.2Forwarding
the Complaints for Investigation  The Magyar Telekom Ethicsline employee, or other individual initially
contacted by the employee, will forward the complaint to the Group Compliance
Director.  5.Investigation and
Decision-Making Phase  Following receipt of a suspected policy violation, the Group Compliance
Director, in consultation with the appropriate Group Compliance Committee
member(s) who is(are) the subject matter expert(s) within the compliance
discipline at issue, will determine whether additional investigation needs to
be conducted and which member(s) of the Group Compliance Committee will be
responsible for overseeing the investigation. 
The Group Compliance Director, upon consultation with the appropriate
Group Compliance Committee member(s) may retain counsel (corporate or
outside) to advise and assist in such investigation.  The Group Compliance Director and appropriate Group Compliance
Committee member(s) will continue such investigation until sufficient
information is generated on which to base a judgment as to whether a criminal
or corporate policy violation has occurred.  All employees are required to comply with investigations of the Group
Compliance Director and the Group Compliance Committee.  As a result of the investigation, the Group Compliance Director will
close the investigation, adopt the necessary measures, and/or initiate the
adoption of the necessary measures.  The Group Compliance Director will inform the Audit Committee on a
quarterly basis about the cases occurred in the relevant period.  30


5.1Rules of
the Investigation  The purpose of the investigation phase is  ·to
determine the credibility of the complaint, and/or ·to
clarify that the complained activity or default qualifies as a violation of
Magyar Telekom Group policies, codes and directives.  The investigation may not go beyond the content of the complaint.  After receiving the complaint, the Group Compliance Director, in
consultation with the appropriate Group Compliance Committee member(s) who
is(are) the subject matter expert(s) within the compliance discipline at
issue, shall start the investigation without delay.  During the course of the investigation, the Group Compliance Director
and/or the relevant Group Compliance Committee member(s):  ·shall hear the
employee affected by the complaint, and shall let him/her to present his/her
defense, and ·may, amongst
other things, involve other employees and experts to help  clarify the nature and circumstances at issue
in the complaint.  For the sake of the prudent and comprehensive investigation, the
participants of the investigation have the right to adopt all necessary
measures/actions and to inspect all documents and papers connected to the
matter.  5.2Closing
the Investigation  As a result of the investigation, the Group Compliance Director closes
the investigation if, based on the revealed facts, it can be determined that  ·the activity or
default affected by the complaint does not qualify as a violation of a policy,
code or directive of the Magyar Telekom Group, or relevant law or regulation, ·the activity or
default qualifies as the violation of a policy, code or directive of the Magyar
Telekom Group, however, it is so insignificant that the closing of the
investigation is justifiable, ·the activity or
default was not committed by the employee, or ·in lack of evidence or due to other
reasons specified by law (exceeding the objective deadline), the consequence
specified in Section 5.3 is not possible.  5.3Measures
Which May Be Applied Upon Violation of a Policy, Code or Directive of the
Magyar Telekom Group  31


5.3.1The
investigating person or team from the Group Compliance Committee will issue
conclusions and directions for further action and discipline. Any remedial
action or discipline must be adequate to ensure future compliance with Magyar
Telekom policies by all employees. This may include, for example, remedial
training, notice to employees, clarification of Magyar Telekom policies and/or
discipline.  5.3.2In
determining appropriate discipline, the following factors should be considered:  ·The severity of
the violation; ·The employees
awareness that his or her actions violated policy; ·Other instances
of policy violations or inappropriate conduct; ·The likelihood
of repeat violations; ·The employees
leadership position in terms of role modeling and fiduciary responsibility to
ensure policy compliance; ·Honesty in
connection with the investigation, including voluntary disclosure of relevant
information; and ·Mitigating and
other appropriate factors.  Discipline for policy violations may include counseling, verbal or
written warning, suspension of employment, termination of employment or other
appropriate measures.  5.3.3The
Group Compliance Committee, by and through its membership, is responsible for
ensuring that remedial actions and discipline are undertaken and are consistent
across the Company and adequately tailored to ensure compliance with Magyar
Telekom policies.  5.3.4The
Group Compliance Director will review the matter with the members of the Group
Compliance Committee at the next scheduled Group Compliance Committee meeting
following the conclusion of the investigation of the matter to determine what
corrective action is appropriate, including publication of a description of the
violation and subsequent investigation, to avoid a recurrence of the violation
or similar violations and what changes to the Corporate Compliance Program may
be appropriate in light of the violation.  32


6.Labor Law Consequences  Legal consequences (including, but not limited to, warning by the
company, detrimental legal consequences specified by Collective Contract(1), or
ordinary or extraordinary termination of employment) for violating the
provisions of a policy, code or directive of the Magyar Telekom Group can be
applied if the violation of rule simultaneously qualifies as willful or
negligent violation of obligations deriving from the employment relationship.  During the course of applying the legal consequence, the Magyar Telekom
Group shall comply with the procedural rules, deadlines and provisions
safeguarding the employees rights of the Labor Code and internal regulations
of the company.  In the event that an employee or agent of Magyar Telekom is found to
have violated laws, rules, policies, regulations, the Code of Business Conduct
and Ethics, or this Corporate Compliance Program, the Company may submit a
report of such violation to the appropriate governmental authority.  7.Recordkeeping  A record of each report received, along with copies of any documents
related to the investigation, if applicable, regardless of the disposition or
nature of the alleged violation or the manner in which such report was
received, will be kept in the Corporate Compliance Program files in the office
of the Group Compliance Director.  
 (1) In case of group companies where there is a Collective Contract.  33


Annex
C  Procedures for the Treatment of Complaints and Comments Regarding
Accounting, Financial and Auditing Matters  In order to comply with all applicable securities laws and regulations,
accounting standards and practices, the Magyar Telekom Group (the company)
has implemented a set of procedures to allow any employee of the company to
submit a complaint, comment or statement of concern (hereinafter: a comment)
regarding accounting, internal accounting controls, financial or auditing
matters to the company (hereinafter: accounting matters).Third parties may also submit comments in
accordance with the procedures set forth herein.  1.General
Principles  1.1All
persons involved in performing any actions in connection with these procedures
shall preserve, to the greatest extent possible in view of their duties under
these procedures, the confidentiality and anonymity of all comments and all
information, documents and actions generated in the course of the treatment of
such comments.  1.2If
any person performing any action under these procedures becomes aware, at any
time, of any reason that would interfere with the performance of his or her
responsibilities hereunder in an objective and impartial manner, then such
person must immediately inform the Director of Internal Audit Branch of that
circumstance. The Director of Internal Audit Branch shall provide for suitable
arrangements that would ensure that the comment is appropriately treated in
accordance with these procedures.  2.Scope
of Matters Covered by These Procedures  These procedures relate to comments regarding
accounting matters including, without limitation, the following circumstances:  ·fraud, misconduct or deliberate error in the
preparation, evaluation, review or audit of any financial statement of the
company; ·fraud, misconduct or deliberate error in the
recording and maintaining of financial recordsofthe company; ·deficiencies in or non-compliance with the companys
internal accounting controls; ·misrepresentations or false statements made to a
senior officer, internal auditor, external auditor or accountant, or
misrepresentations or false statements made by any such person, regarding a
matter contained in the financial records, financial reports or audit reports
of thecompany; ·deviations from full and fair reporting of the
companys financial condition; ·the violation or attempted violation of any policy
of the company relating to accounting matters; and ·the coercing, manipulating, misleading or
fraudulently influencing of auditors by officers  or persons under their control when such
person knew or should have known that the action, if successful, could result
in rendering the companys financial statements materially misleading.  34


3.Submission
of Comments  3.1Employees may submit commentsin writing only (excluding electronic mail and
telefax). Measures will be implemented to protect the confidentiality and
anonymity of comments, as required by Section 3.4 below.  3.2A comment may be composed in the native language or
customary businesslanguage used by
the person submitting the comment.  3.3Except
as otherwise expressly provided, comments will be submitted to the person
appointed by the Director of Internal Audit Branch who shall inform the
Director of Internal Audit Branch, Group Compliance Director, and the Chief
Executive Officer of the receipt of each comment.  3.4All comments submitted by employees relating to
accounting matters shall be kept confidential and anonymous without any
limitation of time, except as disclosure of the samemay be necessary in
connection with a legal or official proceeding
or as otherwise required by applicable law or regulation. Comments fromthird
parties willbe treated confidentially,but
not anonymously. In case of comments which are not to be handledsoasto protect the anonymity of the comment, the
provisions of applicable data protection law shall be applied.  The Director of Internal Audit Branch will be
primarily responsible for protecting the confidentiality and anonymity, if
applicable, of comments. The Director of Internal AuditBranch limits access to comments and related
documentation to the persons involved in thehandling and investigation of
the comment and to the Group Compliance Director and Chief Executive Officer in
accordancewith these procedures.  4.Initial
Processing  4.1Each comment shall be registered by the person
appointed by the Director of Internal Audit Branch. All information, measures
and decisions with respect to a comment will be documented in this registry.
Only those persons involved with the review and investigation of a comment, and
the Chairman of the Supervisory Board may have access to the registry.  4.2Copies of comments and all documents relating to
them will be retained for such time periods prescribed by applicable internal
regulation and law.  4.3The Director of Internal Audit Branch will promptly
review each comment as soon as practicable following its submission by an
employee or third party. The Director of Internal Audit Branch will make an
initial determination whether the comment relates to an accounting matter.  35


4.3.1If the Director of Internal Audit Branch determines
that a comment does not involve an accounting matter, then the comment will be
transferred to the Group Compliance Director for review and, if appropriate,
investigation. The Group Compliance Director shall respect the confidentiality
and, if applicable, the anonymity of that comment.  4.3.2If the Director of Internal Audit Branch concludes
that a comment relating to an accounting matter is so wholly lacking in
substance and credibility that it does not warrant further review, he or she
may terminate any further treatment of the comment. The Director of Internal
Audit Branch shall inform the Group Compliance Director, Chief Executive
Officer and the Chairman of the Supervisory Board promptly in the event of such
decision. The Group Compliance Director, Chief Executive Officer and the
Chairman of the Supervisory Board shall have the authority to review initial
determinations, and to direct investigation even if the Director of Internal
Audit Branch terminated the procedure.  5.First
Level Review  5.1If it is determined by the Director of Internal
Audit Branch that a comment relates to an accounting matter, then he or she
shall, after making that determination, promptly escalate the comment to First
Level Review. In order to maintain confidentiality, the Director of internal
Audit Branch shall conduct such review confidentially and without the
involvement of any other officers or employees of the company except for those
officers and employees whose assistance is deemed necessary for the First Level
Review. Further, those persons shall not disclose, or be required to disclose,
any facts or information regarding such review to any officer or employee of the
company.  The Director of Internal Audit Branch, while conducting the First Level
Review may, as appropriate for a thorough and adequate investigation of the
comment, engage other person(s), including external experts and advisors with
relevant expertise. The persons involved in the First Level Review shall have
the authority to undertake all reasonable measures necessary to conduct a
thorough and adequate investigation, including having access to (1) employees
and management of the company and, to the extent possible, to third parties,
and (2) to relevant company documents and records.  5.2A First Level Review of a comment shall consist of (1) review
and investigation of the matters contained in the comment, and of any other
facts or documents that may relate to it; (2) determination of the
credibility of the comment; and (3) termination of the investigation, if
further measures seem to be unnecessary on the basis of findings connected to
the comment. In the event of termination of the procedure, the Director of
Internal Audit Branch shall inform the Group Compliance Director, Chief
Executive Officer and the Chairman of the Supervisory Board.  36


Absent exigent circumstances, the results of the First Level Review willbe deliveredin writing to the Group
Compliance Director, Chief Executive Officer and the Chairman of the
Supervisory Board within sixty (60) days of the starting date of the procedure.
Such time period may be extended once by the Director of Internal Audit Branch
by reporting the extension simultaneously to the Group Compliance Director,Chief Executive Officer and the
Chairman of the Supervisory Board.  6.Second
Level Review  6.1The
Group Compliance Director - in agreement with the Chief Executive Officer and
Chairman of the Supervisory Board - shall cause such further review,
investigation or analysis of the comment as he or she may consider necessary.
The Group Compliance Director may engage additional person(s) in such
review and investigation, including any members of the Group Compliance
Committee, any persons involved in the First Level Review and any external
experts and advisors with relevant expertise. Under special circumstances, the
Group Compliance Director may require that a Second Level Review be conducted
exclusively by external persons. The Group Compliance Director may provide
those persons conducting a Second Level Review with the authorization to
undertake all reasonable measures necessary to conduct a thorough and adequate investigation,
including having access to (1) employees and management of the company
and, to the extent possible, to third parties, and (2) to relevant company
documents and records.  6.2The
result of a Second Level Review shall consist of a written report containing (1) findings
concerning the allegations of the comment and where appropriate mandatory
provisions in accordance with the applicable directives of the company, (2) recommended
measures for remedial action as appropriate in accordance with applicable law,
and (3) recommendations for implementation of such measures.  After the termination of the Second Level Procedure, the Chief
Executive Officer and Chairman of the Supervisory Board shall be informed. In
the event the Group Compliance Director - in agreement with the Chief Executive
Officer and the Chairman of the Supervisory Board - determines that no remedial
action is necessary or appropriate with respect to a comment, then the
investigation of the comment shall be deemed terminated upon completion of the
above-referenced decision.  7.Compliance
with Law  7.1All
activities, including the conduct of all reviews and investigations required by
these procedures, shall be conducted in full compliance with all applicable
laws and regulations.  7.2The
company will not impose sanctions of labor law or other kind (i.e. discharge or
threatening with discharge) upon an employee based upon any lawful actions of
such employee with respect to good faith reporting of comments regarding
accounting matters.  37


Annex
D  Declaration about the knowledge of the Magyar Telekom Group Group Code of
Business Conduct and Ethics  Employee declaration  I
acknowledge that I have read the Magyar Telekom Group Code of Business Conduct
and Ethics (the Code) and understand my responsibilities under it. I further
acknowledge and agree that I will follow the compliance procedures described in
the Code (under the section entitled Administration of the Code) if I have any
questions or concerns, including questions or concerns about my
responsibilities under the Code, what the appropriate course of action in a
particular situation might be, or if I believe that a violation of the law or
the Code has occurred.  Name of the employee:  Position:  Organizational unit:  Date:  employee signature  Certification by the superior  The superiors exercising the employers rights are responsible to
ensure that their employees read, understand and comply with the provisions of
the Code. The immediate superior or other authorized person must certify that
the above employee has had the opportunity to read the Code and s/he
acknowledged this by his/her signature.  Name of the immediate superior or other authorized person:  Position:  Organizational unit:  Date: signature of the superior  Dear
Superior, Please
forward this document to the Group Compliance Director.  38