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
  61.8 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
  72.5. Shareholders
  Register
  82.6. Interim Share
  Certificates
  83. 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
  94. 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
  116.1. Supremacy of
  the General Meeting
  116.2. Matters within
  the Exclusive Scope of Authority of the General Meeting
  116.3. Passing
  Resolutions
  126.4. Right to
  Convene General Meetings
  126.5. 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
  136.10. Attendance
  List
  136.11. 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
  146.15. Order and
  Discussion of Items on the Agenda
  146.16. 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
  167.1. Status of the
  Board of Directors
  167.2. Members of the
  Board of Directors
  167.3. Interim
  Election
  16  2


7.4. 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
  188.5. Convocation of
  the General Meeting by the Supervisory Board
  198.6. Liabilities of
  Members of the Supervisory Board
  198.7 Audit
  Committee.
  189. The Auditor
  219.1. Election
  219.2. Duties of the
  Auditor:
  219.3. The rights and
  the responsibilities of the Auditor
  219.4. 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
  2211.3. 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
  2414.1.
  Indemnification
  2414.2. Advancing
  Expenses
  2414.3. 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 Rt.  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. 1107 Budapest, Zágrábi u. 1-3. 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.  (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.  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:  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 equipment  4


33.20
  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 periodicals58.19
  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 activities  5


62.01
  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.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
registered capital of the Company is HUF 104 274561 500 (that is One
hundred and four billion two hundred and seventy-four million five hundred and
sixty-one thousand five hundred HUF), comprised of  HUF 46 008 372 500 (that is forty-six
billion and eight million three hundred and seventy-two thousand five hundred
HUF) 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 contribution
in-kind.  6


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.  2. The Shares of the Company  2.1.
Share Capital  The total
share capital of the Company consists of 1 042 745 615
registered ordinary Series A Shares each having a nominal value of HUF
100.  The shares of
the Company are put out in a dematerialized form.  Dematerialized
shares are such registered shares that do not have serial numbers and the name
and other data to clearly identify their owners are contained on 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.  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  7


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 entered into the Shareholders
Registry and froze their shares up until the day of the GM. 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.  8


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
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.  9


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 owner shall 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.  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.  10


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 (1) 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. Subsequent to closing the
Shareholders Register shareholders who blocked their shares for the General
Meeting are not entitled to transfer their shares until the closing of the
General Meeting.  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;  11


(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;  (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.  12


(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.  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.  13


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.  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.  14


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; ·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.  Extract of the
minutes of the General Meeting.  15


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 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;  (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;  16


(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 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
all.  17


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 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.  18


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.  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 Section8.7.5below, (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 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;  19


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 firm or 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;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  20


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 8.7.5above, 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 Board of Directors 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.  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.  21


(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.  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:  22


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 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.  23


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.  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.  24


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.magyartelekom.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  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. References in the
Articles made to Act no VI of 1988 and Act CXLIV of 1997 are repealed and
replaced by the relevant provisions of Act IV of 2006.  Budapest, April 25,
2008  This consolidated version of the Articles of
Association has been prepared, and the amendments indicated in italics to
sections 1.4 ., 1.6., 1.8., 4.5., 5.1., 6.2., 7.4.1.,
7.6., 8.3., 8.4.5., 8.7. and 15.2 . countersigned by:  Balázs
  MáthéChief Legal Counsel  25