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
  16  2


7.1. Status of the
  Board of Directors
  167.2. Members of the
  Board of Directors
  167.3. Interim
  Election
  167.4. Rules of
  Procedure and Chairman of the Board of Directors
  167.5. Quorum,
  Passing Resolutions
  177.6. Minutes
  177.7. Resignation,
  Death
  177.8. Liability of
  Directors
  178. The Supervisory
  Board
  188.1. Status of the
  Supervisory Board
  188.2. Members of the
  Supervisory Board
  188.3. Duties
  188.4. Rules of
  Procedure
  188.5. Convocation of
  the General Meeting by the Supervisory Board
  198.6. Liabilities of
  Members of the Supervisory Board
  198.7 Audit
  Committee
  199. The Auditor
  219.1. Election
  219.2. Duties of the
  Auditor:
  219.3. The rights and
  the responsibilities of the Auditor
  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 The Companys abbreviated name is Magyar
Telekom Nyrt.  1.2. The Companys name in English  The Companys name in English is Magyar
Telekom Telecommunications Public Limited Company The Companys abbreviated name: Magyar
Telekom Plc.  1.3. The Registered Office of the
Company  1013 Budapest,  Krisztina krt. 55.  1.4. Sites and Branch Offices of the
Company  (a) Sites of the
Company:  1117 Budapest, Gábor Dénes u. 2. 1013 Budapest, Krisztina krt. 32. 1107 Budapest, Bihari u.6. 1117 Budapest, Magyar tudósok krt.9. 1073 Budapest, Dob u. 76-78. 1051 Budapest, 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 equipment33.20
  08
  
  Installation of industrial machinery and equipment  4


35.11
  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 activities62.01
  08
  
  Computer programming activities  5


62.02
  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. 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.  6. The General Meeting of the Company  6.1. Supremacy of the General Meeting  The General Meeting is the highest
decision-making body of the Company.  The
decisions of the General Meeting, which are referred to as resolutions, are
binding upon the shareholders, the other organs and the officers of the
Company.  6.2. Matters within the Exclusive
Scope of Authority of the General Meeting  The following matters shall be within the
exclusive scope of authority of the General Meeting:  (a) to draw up and amend these Articles,
unless otherwise provided by the law;  (b) unless otherwise provided by the
law, the increase or decrease of the registered capital of the Company;  11


(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
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 or to other corporate
bodies by these Articles or by the Companies Act;  (b) cause a report including the balance
sheet and the profit and loss statement of the Company to be prepared pursuant
to the Act on Accounting together with the responsible company governance and
management report and submit such reports to the General Meeting with a
proposal on the utilisation of after-tax earnings;  (c) have the books of the Company,
including accounting records and the Shareholders Register, maintained in
compliance with applicable regulations;  (d) make such filings with the Court of
Registration and publish such information as may be required by applicable law
and these Articles;  (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
allincluding where the annual
report prescribed in the Accounting Act and the relating business report is
drawn up and published not in compliance with the relevant provisions of the
Accounting Act.  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, including any infringement of the obligation
relating to the preparation and publication of the annual report prescribed in
the Accounting Act and the relating business report.  8.7. Audit Committee  8.7.1.          The
General Meeting elects a 3-5 member Audit Committee (AC) from the independent
members of the Supervisory Board (SB) for the same period as the membership of
the relevant members in the SB. The Audit Committee shall act independently
within its scope of authorities provided in the Companies Act and these
Articles and in compliance with the rules and regulations of the Budapest
Stock Exchange and the New York Stock Exchange (NYSE) and the US Securities and
Exchange Commission (SEC) as well as the provisions and rules of the US
Securities Exchange Act of 1934 (the Exchange Act).  8.7.2.          The
purpose of the Audit Committee is, inter alia, to oversee (1) the
integrity of the Companys financial statements, (2) the Companys compliance
with legal and regulatory requirements falling within the scope of authorities
and responsibilities of the Audit Committee, as set forth in detail in Section 8.7.5 below, (3) the
qualifications and independence of the Companys independent external auditor
(the Auditor) and (4) the performance of the Companys internal audit
function and independent auditors.  8.7.3.          Only
such SB member can be elected to be an AC member who complies with the
independency rules and regulations of the SEC and the NYSE, the Companies
Act, the Exchange Act and the Act CXX of 2001 on the Capital Market. At least
one member must comply with the SEC requirements on being a financial expert
and at least one Audit Committee member must have a qualification in
accountancy and/or be a qualified auditor. The Chairman and the financial
expert of the Audit Committee is elected by the members of the Audit Committee.  8.7.4.          If
the number of the AC members falls below three the Board shall convene the GM
to restore the proper operation of the body. The Audit Committee shall
establish its own Rules of Procedure and its Pre-approval Policy. The
Audit Committees 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;  19


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


xxv.
  
  Within the scope of such investigation, (a) inspect, subject to
  applicable data privacy laws, the books, records, contracts and documents of
  the Company (including documents in printed and electronic form, including
  all emails, documents and other data found on the systems and devices of the
  Company), and (b) interview employees, officers and directors of the
  Company, or any other third parties, who may have information relevant to the
  investigation;xxvi.
  
  If necessary, report, subject to applicable data privacy laws, the
  facts and circumstances giving rise to, and the findings of, such
  investigation to the Auditor and to competent law enforcement and regulatory
  authorities (including, without limitation, the Hungarian Financial
  Supervisory Authority, the SEC, the US Department of Justice and any other
  authority to whom reporting is necessary under applicable law or otherwise in
  the interests of the Company);xxvii.
  
  Depending on the findings of such investigation (a) forward
  remedial actions proposed by management, outside counsel and/or the Audit
  Committee to the Board of Directors, (b) review and evaluate the
  implementation of such remedial actions, (c) report its findings with
  respect to the implementation of such remedial actions to competent law
  enforcement and regulatory authorities and (d) report its findings to
  the Auditor.  8.7.6.          The
Audit Committee may, if it deems necessary for the fulfillment of its duties,
engage external advisor(s). Specifically, the Audit Committee may engage
outside counsel and other advisors to conduct independent investigations
referred to in Section 8.7.5 above, and to represent the Audit Committee
before the authorities.  8.7.7.          The
Company shall provide appropriate funding for the following purposes: (a) fees
payable to the independent external auditor responsible for preparing and
issuing the audit report, performing other audit, review or attest services for
the Company, (b) remuneration of external advisors engaged by the Audit
Committee and (c) ordinary administrative expenses of the Audit Committee
that are necessary or appropriate in carrying out its duties.  The Audit Committee shall determine the fees and costs
identified in (b) and (c) above at its own discretion, and shall
provide the General Meeting with a recommendation with respect to the fees and
costs identified in (a) above and within the exclusive scope of authority
of the General Meeting.  9. The
Auditor  9.1. Election  The Annual General Meeting of the Company appoints the
auditor for a specified period not exceeding two years in duration. The auditors
assignment is deemed accepted if the auditor concludes an assignment contract
with the Company within 90 days upon
the auditors election. If the above deadline lapses without the any result the
election of the auditor becomes void and the GM has to elect another auditor.  9.2. Duties of the Auditor  (a) The Auditor shall be obliged to audit each
report prepared pursuant to the Act on Accounting including the balance sheet
and profit and loss statement, as well as 
every material  report to be
submitted to the General Meeting, with regard to the  authenticity of data contained therein and
their compliance with  Hungarian statutes
in force. The Auditor shall submit a report comprising its findings on such
matters to the General Meeting.  (b) The Auditor shall provide all necessary
professional support to the activities of the Board of Directors and the
Supervisory Board.  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.  22


Content of the submission and its discussion:  The Board of Directors shall discuss and decide on the
approval of the submission according to the rules set out in its Rules of
Procedure than submits it to the General Meeting for approval.  The following must be defined in the submission: ·nominal
value, pieces and series of the shares, ·in
case of issuing new shares in a closed circle the declaration on undertaking
the obligation to take-over of the shares, specifying the person(s) making
the declaration, ·method
of the increase of the registered capital, ·subscription
minimum, ·draft
modification of the Articles of Associations, ·issuance
value of the shares and the conditions of their payment, ·in
case of non-cash contributions the data related to their provision ·other
significant data  11.3. Prohibited Subscription  Any subscription, by exercise of subscription
preference rights, by a shareholder for shares of a Series which  may not be held by such person according to
these Articles, shall not be effective.  11.4. Private Placement  The General Meeting or the Board of Directors with
respect to the authorizing resolution of the GM may resolve that new shares to
be issued in connection with an increase in the capital of the Company may be
subscribed for exclusively by persons, or shareholders stipulated by the resolution
of the General Meeting or in accordance with the resolution of the Board of
Directors authorising such increase in capital. 
If such persons or shareholders determined by the General Meeting or the
Board of Directors have not subscribed for the volume of shares appropriate for
the subscription minimum by the closing date of the subscription period, the
capital increase shall be deemed to have failed.  11.5. Conversion of Capital Reserves into Registered Capital  The Company may increase its registered capital with
its assets above the registered capital or a part thereof if according to the
previous years report under the Act of Accounting or the interim balance the
sufficient coverage of the capital increase is available and subsequent to the
capital increase the amount of registered capital does not exceed its own
capital, adjusted according to the Act of Accounting. The statement on the
availability of the sufficient coverage from the assets above the registered
capital, the figures of the annual report and the interim balance can be
applied within six months upon the turning date of the above documents.  Shares falling on the increased registered capital
shall be granted to the shareholders of the share company free of charge, in
proportion to the nominal value of the shares of such shareholders.  11.6. Conditional capital stock increase by means of
converting the convertible bonds to stocks  11.6.1. The General Meeting may
decide on a conditional capital increase through the issue of convertible bonds.
Bond owners may apply for bonds against the conditionally increased capital in
line with the resolution of the General Meeting. The applications must be
forwarded in writing to the Board of Directors with a simultaneous submission
of the bonds, identifying the number and face value of the stocks applied for.
If the bonds were issued at an amount below the face value or issue price of
the 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 2, 2009  This consolidated version of the
Articles of Association has been prepared, and the amendments to sections 1.4.,
2.5.3, 5.3, 7.4.1, 7.8 , 8.6 and 9.1 countersigned by:  Balázs
  MáthéChief
  Legal Counsel  25