**Exhibit14.3**

# **Pre-approval policyof Magyar Telekom Plc.’sAudit Committee**

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# **Pre-approval policy of Magyar Telekom Plc.’s Audit Committee**

### **1.1. Statement of Principles**

Under the effective Hungarian Companies Act (hereinafterreferred to as Gt.) and Sarbanes-Oxley Act of 2002 (hereinafter: “SOX”), theAudit Committee of the Company is responsible for the oversight of the work ofthe Company’s independent external auditor. By approving this Policy,  in order to permit efficient operation of theAudit Committee, the Supervisory Board helps to carry out this task.

On the basis of SECrules, types of services can be defined that an independent external auditormay no longer provide in the future and thus cannot be approved. Examples are given in Appendix “E”. The followingprinciples shall apply:

·             An independent externalauditor may not take on any management functions.

·             An independent externalauditor may not review his/her own work.

·             An independent externalauditor may not serve in an advocacy role for the auditing client.

All other audit-relevant and non-audit-relevant servicesto be performed by the independent external auditor for the Company are subjectto the Audit Committee’s pre-approval in order to ensure that the independentexternal auditor does not impair his independence from the Company.Audit-relevant services are services that are directly connected to thepreparation of the individual or consolidated financial statements of theCompany.

The SEC’s rulesestablish two different approaches to pre-approving audit and non-auditservices, which the SEC considers to be equally valid. Proposed audit andnon-audit services either:

·             may be pre-approved without consideration ofspecific case-by-case services by the Audit Committee (“general pre-approval”)or

·             requirethe specific pre-approval of the Audit Committee (“specific pre-approval”).

The Audit Committee assumes that the combination ofthese two approaches will result in an effective and efficient procedure topre-approve the respective services.

Appendices “A”, “B”, “C” and “D” to this Policy describeaudit, audit-related, tax and all other services that are subject to the AuditCommittee’s general pre-approval. The term of any general pre-approval is 12months from the date of pre-approval, provided that the Audit Committee doesnot consider it necessary to determine a different period.  The Committee is entitled to, as necessary,review and with the authorization of the Supervisory Board, modify theAppendices attached to the present Policy.

The Audit Committee may determine, from time to time,the preliminary approval fee levels for all services to be provided by theindependent external auditor. The Audit Committee may determine, for eachfiscal year, an appropriate ratio between the total fees for audit,audit-related and tax services and the total amount of fees for certain,permissible non-audit services classified as “all other services”.

Unless a service provided by the independent externalauditor has received general pre-approval by the Audit Committee, it willrequire specific pre-approval by the Audit Committee. The commissioning of anysuch service that would exceed the pre-determined cost levels or proportionswill also require specific pre-approval by the Audit Committee. The specific case-by-casepre-approval of the Audit Committee is required whenever the independentexternal auditor is commissioned in connection with such services that affectinternal controls and are not auditing services. The same applies to SOX404-related services as well.

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The independent external auditor shall certify to theCommittee that he has complied with all applicable external auditorindependence rules (including those of the SEC), and whether or not he is awareof any breaches of this Policy.

### **1.2. Audit services**

Audit services include audits of financial statements,audits or reviews of the annual and quarterly statements and services providedin connection with statutory duties and submissions required for regulatoryauthorities, including the preparation of audit reports and certificates,approvals, domestic and international statutory audits, tax consulting, to theextent necessary for compliance with generally approved auditing standards, aswell as support for the issuance and auditing of the documents to be supplied.Audit services also include information systems and procedural reviews andtesting in order to understand and place reliance on the systems of internalcontrol, and consulting for the management if there are any questions relatingto invoicing, the preparation of the balance sheets and reporting in connectionwith the audits.

Regarding the annual audit service fees in connectionwith the audit of the stand alone financial statements of the parent companyprepared according to the Hungarian Accounting Rules (HAR), as well as of the consolidated group-level financialstatements of the Company prepared according to International FinancialReporting Standards (IFRS) final approval falls within the authority of theAnnual General Meeting, which relies on the preliminary opinion of the AuditCommittee and the Supervisory Board.  Allfurther audit services to be provided for the Company or its subsidiaries aresubject to the general or specific pre-approval of the Audit Committee.

The Audit Committee grants general pre-approval for eachbusiness year up to a certain cost limit with respect to the audit services inAppendix “A”. All audit services not listed in Appendix “A” are subject tospecific pre-approval by the Audit Committee.

### **1.3. Audit-related services**

Audit-related services are mainly services that areusually performed by the external auditors in connection with the audit of theannual financial statements. Audit-related services also include due diligenceservices pertaining to potential business acquisitions/disposals, consultationsrelated to accounting, financial reporting or disclosure matters not classifiedas audit-relevant services; assistance with understanding and implementing newaccounting and financial reporting standards; financial audits of employeebenefit plans and assistance with internal control reporting requirements.

The Audit Committee grants general pre-approval for eachbusiness year up to a certain cost limit with respect to the audit-relatedservices listed in Appendix “B”. All audit-related services not listed inAppendix “B” are subject to specific pre-approval by the Audit Committee.

### **1.4. Tax consulting**

The Audit Committee assumes that the independentexternal auditor can provide the Company with advice on tax issues, such ascompliance with tax law, tax planning and tax advice in a narrower sense,without this impairing the external auditor’s independence.

The Audit Committee will not permit the commissioning ofthe independent external auditor in connection with the provision of taxservices, if the only purpose of such services is to avoid taxes or taxtreatment that is not supported by tax law and related regulations.

The Audit Committee grants general pre-approval for eachbusiness year up to a certain cost limit with respect to the tax serviceslisted in Appendix “C”. All tax services not listed in Appendix “C” are subjectto specific pre-approval by the Audit Committee.

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### **1.5. All other services**

A general pre-approval is granted by the Audit Committeefor other services for each business year up to a certain cost limit accordingto Appendix “D” that, by their very nature, consist of routine and repetitivetasks and will not impair the independence of the external auditor. All otherpermitted services not listed in Appendix “D” are subject to specificpre-approval by the Audit Committee.

A list of services banned by the SEC that may no longerbe provided by the independent external auditor is attached to this Policy asAppendix “E”; this list is not intended to be exhaustive. The SEC’s rules andrelevant implementing instructions should be consulted to rule out thepossibility of the commissioning of prohibited services.

### **1.6. Other provisions**

According to the law and the SEC’s requirements, theAudit Committee has stipulated conditions for the rotation of the auditpartners responsible, as well as exclusion criteria for the engagement offormer audit partners or the engagement of the independent external auditor, inAppendix “F”.

### **1.7. Procedures**

Quarterly, all consolidated companies belonging to theMagyar Telekom Group report to the Head of the Group Internal Audit (“BLI”) onthe orders for the services provided by the independent external auditor andthe fees of these services, including the services generally pre-approved to beperformed by the independent external auditor and a detailed description ofservices. The Head of the Group Internal Audit will check whether such servicesare conforming to the list. In case of doubt the Head of the Group InternalAudit will inform the Audit Committee. The Audit Committee will be informed atleast twice a year about the services provided by the independent externalauditor.

The rules of procedure of commissioning the independentexternal auditor are contained in Appendix “G”. Services that can be providedby the independent external auditor may be commissioned exclusively afterhaving completed Appendix “I” (Clearance Certificate). Requests or applicationsto provide services that require specific pre-approval by the Audit Committeewill be submitted to the Audit Committee, through the Head of the GroupInternal Audit in Hungarian and in English with the content described inAppendix “H”, by the independent external auditor providing such services andthe management of the Company or subsidiary requesting such services, and mustinclude a joint statement as to whether, in the view of the independentexternal auditor and the management of the Company or subsidiary concerned, therequest or application is consistent with this Policy and the SEC’s rules onexternal auditor independence.

The Audit Committee has designated the Head of the GroupInternal Audit with the task of monitoring all services provided by theindependent external auditor and determining whether such services comply withthis Policy. The Head of the Group Internal Audit will report to the AuditCommittee twice a year in writing about the results of such monitoring.

The Head of the Group Internal Audit will immediatelyreport to the Chairman of the Audit Committee any breach of this Policy thatcomes to the attention of the Head of the Group Internal Audit.

### **1.8. Additional requirements**

The Audit Committee takes additional steps on an annualbasis to meet its responsibility to monitor the work of the external auditor andhis independence. This includes reviewing a formal written statement from theexternal auditor delineating his relationships with the Company, in line withStandard No. 1 of the Independence Standards Board, and discussing with theexternal auditor his methods and procedures for ensuring independence.

### **1.9. Enclosure**

The Pre-approval Policy becomes effective upon theapproval of the SB. This policy was approved by the Supervisory Board at itsmeeting held as of December 11, 2006.

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# **Appendix “A”**

## **Pre-ApprovedAudit Services**

### **1. Annual audits and other audits for Magyar Telekom Plc. (“Company”),and for its subsidiaries and associated companies based on the statutoryrequirements of each country. In addition, audits that the independent externalauditor is required to perform to be able to render an opinion on the audit ofthe Company’s consolidated financial statements. Above all, this includes:**

(a) Audit of the annual financial statement prepared in compliance withthe statutory requirements of the given country and the International FinancialReporting Standards (IFRS)

(b) Review of the quarterly statements/statement packages prepared incompliance with the IFRS and US GAAP

 (c)Auditing procedures in order to confirm that the figures submitted to apply forpublic grants are in conformity with the figures of the annual or interimfinancial statements

(d) Auditing procedures to confirm that thefigures submitted for participation in an invitation to tender or an officialcontract already awarded are in conformity with the figures of the annual orinterim financial statements

(e) Auditing procedures to verify thecompleteness of a split of a company code or similar organizational ortechnical IT changes in Accounting

(f) Expanded auditing procedures if the amount ofliabilities exceed that of the assets and assistance in ensuring compliancewith regulations of insolvency law or similar statutory regulations

(g) Auditing procedures to determine whether theunderlying processes are suitable for ensuring the complete determination ofother financial obligations

(h) Monitoring changes in software releases todetermine whether old data stock is transferred properly

(i) Monitoring the introduction of new softwareto check whether the software has a negative impact on system procedures forthe preparation of financial statements, and thus to ensure that the properpreparation of financial statements by the system is not jeopardized

(j) Implementation of branch office audits toensure compliance with the generally accepted principles for accounting andpreparation of a balance sheet

(k)Auditing procedures to submit a certificate for evidence of use for capitalinvestment projects subject to government subsidies

### **2. Services in connection with the submission of reports tothe SEC. Above all, this includes:**

(a) Checking US GAAP reconciliation

(b) Checking the registration statements (e.g.F3, F4 or 144As)

(c) Checking reports to be submitted to the SECon a regular basis (e.g. Form 20F, Form 6-K, proxy statements etc.)

(d) Checking other documents to be submitted tothe SEC and documents published in connection with subscription offers forsecurities (e.g. comfort letters)

(e)Assistance provided by the independent external auditor in replying to SECstatements, but without serving in an advocacy role and making managerialdecisions

### **3. Auditing procedures in order to confirm management reportson the Company’s internal control system. Above all, this includes:**

(a)All auditing procedures in connection with the provisions under Section 404 ofthe Sarbanes-Oxley Act

### **4. Consultation services for the Company’s management in thecourse of the audit of the annual financial statements as to the properaccounting or disclosure of transactions and events and/or the actual orpotential impact of final or proposed accounting rules, standards orinterpretations by the SEC, FASB or other standard-setting bodies. Above all,this includes the following cases:**

(a) Checking the financial handling of complexand difficult transactions that result in additional costs requiring separateaccounting, either due to the level of difficulty or the scope

(b)Granting access to the accounting research databases and other databases of anauditing company for a fee, the sale of appropriate licenses and the sale ofspecialized literature

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### **5. Deliberations of the independentexternal auditor’s accounting technical department or other specialistdepartments in order to reach a final assessment of a situation. Theseactivities are always defined as being audit-relevant services, irrespective ofwhether they are charged separately, since they are required to form a finalopinion on the Company’s annual financial statements.**

### **6. Review activities at companies in which the Company holdsa participating interest (less than majority interest) in order to achieve thelevel of auditing certainty required for granting an audit report for theconsolidated financial statements.**

### **7. Auditing procedures carried out in connection with theannual financial statements on the Company’s information systems and internalcontrols. In this connection, sufficient auditing certainty must be achieved asto whether information systems and integrated internal controls are suitablefor confirming the statements made in the report by the Board of Management onthe Company’s internal control system.**

### **8. Auditing procedures in connection with the audit of theannual financial statements that are required for granting an audit certificatefor the consolidated financial statements. Above all, this includes:**

(a) The auditing of impairment tests

(b) The correct implementation of a change in thepresentation of the income statement (e.g. the change from total-costaccounting to cost-of-sales accounting)

(c)Correct presentation of a reclassification/recategorization (e.g. new key toallocate expenses within the divisional structure)

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# **Appendix“B”**

## **Pre-Approved Audit-Related Services**

### **9.Implementation of due diligence and similar services pertaining to potentialbusiness acquisitions and disposals. This also includes:**

(a) Auditing procedures in connection with theprepared interim financial statements of a company that is to be acquired ordisposed of or other organizational units of a sub-unit

(b)Review of working documents of another auditing company that has alreadyaudited the annual or interim financial statements of a company to be acquired

### **10. Audits of significant acquiree companies under Rule 3-05**

### **11. Audit services in connection with employee benefit plans**

### **12. Auditing procedures going beyond the originally agreedscope that are required for meeting reporting requirements under public law orinternal company regulations. This also includes:**

(a) Auditing procedures in connection with thepreparation of facultative statements in compliance with IFRS

(b) Auditing procedures on the proper functioningof software applications that have been installed to transfer the figures fromthe Company’s systems to an IFRS statement

(c)Review of the product cost calculation and IT systems supporting this to checkconformity with requirements of the regulatory authority or other supervisorybodies

### **13. Consultations and recommendations in connection withinternal control system requirements. Above all, this includes:**

(a) Monitoring process optimization measures

(b)Auditing procedures regarding rights of access to various software applications

### **14. Consultation services for the Company’s management as tothe proper accounting or disclosure of transactions and events and/or theactual or potential impact of final or proposed rules, standards orinterpretations by the SEC, FASB or other standard-setting bodies. Above all,this includes:**

(a) Consultations and recommendations inconnection with the clarification of requirements resulting from a change toexisting or the introduction of new accounting requirements, recommendationsand notes by national and international standard-setting bodies, such as DRSC,SEC, FASB and IASB.

(b)The independent external auditor shall examine a complex and difficulttransaction proposed by the Company and shall notify the Company of theconsequences that the implementation of this transaction may have on thebalance sheet prior to carrying out the transaction. The service billed forthis assessment and consultation is an audit-related service.

### **15. Auditing procedures that are carried out in connectionwith the audit of the annual financial statements and concern the Company’sinformation systems. Above all, this includes:**

(a) Auditing procedures in connection with thecomputing centers operated by the Company regarding the proper functioning andsecurity of the infrastructure, systems and networks as well as applicationsand files installed at such centers (e.g. power supply, fire protection,contingency plans, safety concept etc.)

(b)Consulting and recommendations in connection with IT security requirements aspart of the internal control system

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### **16. Auditing of closing balance sheetsof companies that have been sold**

### **17. Audits and reviews of carve-out financial statementsrelating to acquisitions or disposals in connection with the audit of theconsolidated financial statements of the Company**

### **18. General assistance regarding the interpretation of SECrequirements and rules pursuant to the Sarbanes-Oxley Act**

### **19. Auditing procedures enabling an assessment of riskmanagement controls**

### **20. Expert support in the periodic submission of annual andinterim financial statements to foreign authorities, the translation of annualfinancial statements into foreign languages and the conversion of reportedamounts into foreign currencies after completion of the year-end audit orinspection of the financial statements**

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# **Appendix “C”**

## **Pre-Approved Tax Services**

### **21. National tax planning and advice but not advocacy**

### **22. Advice on national tax compliance without serving in anadvocacy role for the company**

### **23. International tax planning and advice without serving inan advocacy role for the company Above all, this includes:**

(a) Review of the basic features of a businessmodel from a tax perspective

(b) Review of the imminent double taxation risksentailed in a specific case

(c)Providing opinions on how a double taxation avoidance strategy could bedesigned in existing cases

### **24. Advice on international tax compliance without serving inan advocacy role for the company. Above all, this includes:**

(a)Research work on the different ways of handling VAT issues in various countries

### **25. Inspection of and assistance in tax returns required tobe submitted by the Company both on a national and international basis withoutserving in an advocacy role for the company**

### **26. Advice on the Company’s national and international taxplanning and compliance with national tax regulations without serving in anadvocacy role for the company Above all, this includes:**

(a) Providing tax opinions as to whether certaintransaction formats are suitable for reaching the aspired goal or whetherpossible adjustments can be recommended that are more likely to meet taxrequirements

(b) Support and assistance in achieving actualagreement as well as drafting advanced pricing agreements or similar agreementsthat are concluded between the Company and the relevant tax authorities,  without direct representation of the Companyin interactions with the authorities

(c)Assistance concerning possible tax amendments in EU accession countries aftertheir joining the EU

### **27. Assistance with tax audits, out-of-court administrativeappeals etc. without serving in an advocacy role for the company vis-à-vis theauthorities in charge. Above all, this includes:**

(a) Providing opinions on tax issues arising inthe course of the tax audit

(b)Providing “second opinions” to support existing lines of argumentation of theCompany during a tax audit

### **28. Assistance regarding the determination of transfer pricesand cost allocation studies without serving in an advocacy role for thecompany. Above all, this includes:**

(a) Analysis of existing issues regarding theproblems in permanent establishments resulting from such issues and, ifappropriate, definition of suitable prevention strategies

(b) Review as to whether the Company’s transferpricing guideline complies with national tax regulations

(c) Analysis of whether amendments to nationaltax law on transfer pricing might entail problems regarding the Company’sexisting transfer pricing guideline

(d) Analysis of existing transfer prices todetermine whether these will stand up to a review by tax authorities

(e) Assistance in documenting the calculatedtransfer prices to ensure that documentation requirements are met for futuretax audits

(f)Checking whether given model situations comply with national tax law from theperspective of transfer prices

### **29. Tax advice on new statutory developments without servingin an advocacy role for the company. This also includes:**

(a)Assistance in compliance with principles on data access and on the ability tocheck digital documents. In particular, the analysis as to how cases relevantfor taxation are filed in the Company’s systems to which access must be ensuredfor the tax authorities, and assistance in stipulating the basic features ofaccess rights for tax authority employees

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### **30. Assistance in the introduction ofperformance-related compensation schemes (particularly stock options) and theirtax implications. Above all, this includes:**

(a) The provision of data on the compensationprograms of similar companies

(b) Assistance to weigh the pros and cons of eachcompensation program

(c) Analysis of the current pay structure

(d) Analysis of market trends in the applicationof performance-related compensation schemes

(e) Analysis and recommendations concerningperformance measurement

(f)Analysis and market studies on the use of performance measurements atcomparable companies

### **31. Tax assistance and compliance with tax regulations by theCompany’s foreign employees and employees sent on international assignments,without serving in an advocacy role for the company. Above all, this includes:**

(a) Assistance for the employees concerned intheir correspondence with local tax authorities

(b) Advice on tax obligations that employees oninternational assignments are required to observe under local tax regulations

(c) Assistance for employees on internationalassignments who are subject to a local tax authority audit

(d)Assistance in the calculation of tax liabilities originating in theinternational assignment of employees

### **32. Training and seminars that serve to teach general taxbasics.**

 

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# **Appendix “D”**

## **Pre-Approved All Other Services**

### **33. Internal risk management consulting services that areunrelated to the audit. Above all, this includes:**

(a)Assessments and tests regarding existing security infrastructure controls

### **34. Treasury consulting services that are unrelated to theaudit. Above all, this includes:**

(a) Review of check-clearing and float-managementpractices and recommendations regarding potential areas of improvement

(b)Analysis of the working capital management process to identify weak points andshow areas of improvement

### **35. Consulting and recommendations in connection withevaluation models and methods prior to an actual evaluation by a third party orthe Company, without influencing the actual assessment**

### **36. Review of an evaluation, unrelated to the audit,performed by the Company itself or a third-party expert engaged by the Companyto decide how the results of the evaluation can be used in the Company’s annualfinancial statements**

### **37. Business plan analysis and/or review, provided that theindependent external auditor has not prepared or implemented these businessplans himself**

### **38. Real estate management services without serving in anadvocacy role for the company and without making managerial decisions. Aboveall, this includes:**

(a) Implementation and organization ofarchitectural competitions

(b) Expert’s consulting services in theproblematic areas of building costs, contract awarding procedures, invoicingthe sequence of construction, drafting of agreements

(c) Consulting services regarding the planning,utilization, optimization and implementation of space and workstationrequirements

(d) Consulting services in matters concerningportfolio management and real estate-related IT systems

(e)Assistance in location advice

### **39. Project steering tasks within the framework ofcarve-outs, spin-offs and other intra-Group restructuring measures, initialpublic offerings, company acquisitions and disposals and other transactions,without serving in an advocacy role for the company and without makingmanagerial decisions**

### **40. Analysis and review of planning procedures, provided thatthe independent external auditor did not prepare or implement theseindependently**

### **41. Training courses and seminars serving to teach generalaccounting or employment-law basics (e.g. according to IFRS, U.S. GAAP,generally accepted accounting standards, etc.)**

### **42. Consulting services and assistance in connection with theCompany’s compliance with requirements stipulated by the NationalCommunications Authority and other authorities.**

### **43. Human resources consulting services without influencingthe decision-making process of the Company’s management. Above all, thisincludes:**

(a) Provision and processing of information andexternal comparing data on national and international developments and trendsin the field of personnel development and compensation schemes

(b) Provision and processing of information andexternal comparing data on developments and trends in IT systems that supportthe work of Human Resources

(c)Training and seminars that serve to teach general basics in human resources

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# **Appendix“E”**

## **Prohibited services for the independentexternal auditor**

·             Bookkeepingor other similar services related to the accounting records or financialstatements of the audit client

·             Financialinformation systems design and implementation

·             Appraisalor valuation services, fairness opinions or contribution-in-kind reports; inparticular fair market value opinions, certificates on valuableness, purchaseprice allocation, real estate valuations

·             Actuarialservices

·             Internal auditoutsourcing services

Theseservices listed above are not prohibited if it can legitimately assumed thatthe results of these services will not be the subject matter of auditingprocedures in the course of the audit of the financial statements of the auditclient.

However,in this case it is necessary to obtain specific pre-approval before theprovision of these services.

·             Management functions

·             Human resources (staff selection or development)

·             Broker-dealer, investment adviser or investmentbanking services

·             Legal services

·             Expert services unrelated to the audit (providingan expert opinion or other expert advice for the Company or the Company’s legalrepresentative for the purpose of advocating an audit client’s interest inlitigation or in a regulatory or administrative proceeding or investigation)

·             Tax services relating to a transaction initiallyrecommended by the independent external auditor, the sole business purpose ofwhich may be tax avoidance and the tax treatment of which may not be supportedin the tax law and related regulations.

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# **Appendix“F”**

## **Audit Partner Rotation**

According to the law andthe requirements of the SEC, the independent external auditor  is prohibited from providing any audit-relevantservices for the Company if any “leading or coordinating audit partner”(1) (ora “concurring” partner) has performed audit-relevant services for the Companyin each of the five previous fiscal years (and has not rotated off the Company’saccount for a period of five years thereafter); or if any other audit partner(2)has provided the services set forth in footnote 2 below in each of the sevenprevious fiscal years (and has not rotated off the Company’s account for aperiod of two years thereafter). Specialized partners(3) and partners assignedto “national office” duties, including technical partners at a local ornational level and those assigned to a centralized quality control function,all of whom do not have significant interaction with management on an ongoingbasis, shall not be subject to the rotation requirements. Any discrepancybetween this paragraph and the SEC rules shall be resolved in favor of such SECrules. In determining when audit partners are subject to rotation, the periodprior to May 6, 2003 shall be used as a basis with respect to  U.S. accounting firms’ audit partners andother audit partners.  For non U.S.accounting firms’ audit partners and other audit partners, the period prior toMay 6, 2003 shall not be used as a basis.

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(1) The term “leading or coordinating audit partner” is defined to meana partner or a person in an equivalent position who is a member of the auditteam and has responsibility for decision-making on significant auditing,accounting and reporting matters that affect the financial statements; ormaintains regular contact with management of the Company and the AuditCommittee.

(2) The term “other audit partner” is defined to mean audit teampartners who: (a) provide more than 10 hours of audit, review or attestservices in connection with the annual or interim consolidated financialstatements of the Company; or (b) serve as the lead audit partner in connectionwith any audit or review related to the annual or interim financial statementsof a subsidiary whose assets or revenues constitute 20% or more of theCompany’s consolidated assets or revenues.

(3) “Specializedpartners” are defined as partners who consult other members of the audit teamduring the audit, review or attestation engagement regarding technical orindustry-specific issues, transactions or events.

## **Employment contracts and similar agreements**

According to the law andthe requirements of the SEC, the Audit Committee has resolved that a formerpartner, principal, shareholder, or professional employee of the independentexternal auditor cannot accept employment with the Company if he or she has acontinuing financial interest in the independent external auditor or is in aposition to influence the operations or financial policies of the independentexternal auditor. Further, the independent external auditor cannot perform anaudit for the Company if a chief executive officer, controlling director, chieffinancial officer,  accounting  director, or any person serving in anequivalent position for the Company, was employed by that independent externalauditor and participated in any capacity in the audit of the Company during theone-year period preceding the date of the initiation of the audit.

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# **Appendix „G”**

### **Procedurefor the commissioning of the independentexternal auditor****Responsible**

# 

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# **Appendix “H”**

## **Applicationfor approval for services that require specific pre-approval by the AuditCommittee**

| Submitter of the application              |   |   |
|-------------------------------------------|--------|--------|
|                                      |   |   |
| Reason for  submission of the application |   |   |
|                                      |   |   |
| Description and  type of the service      |   |   |
|                                      |   |   |
| Start and end of  service provision       |   |   |
|                                      |   |   |
| Agreed total fee                          |   |   |
|                                      |   |   |
| Preliminaries  (if relevant)              |   |   |
|                                      |   |   |
| Annexes (Draft  Contract)                 |   |   |
|                                      |   |   |
| Statement  required by the Policy         |   |   |
|                                      |   |   |
| Draft Resolution                          |   |   |

 
|                               |   |   |
|-------------------------------|--------|--------|
| Independent  external auditor |   |   |
| (Place/Date/Signature)        |   |   |
|                          |   |   |
|                          |   |   |
|                          |   |   |
| Management of  client         |   |   |
| (Place/Date/Signature)        |   |   |

 
| Position of the Head of the  Group Internal Audit |   |   |
|--------------------------------------------------------|--------|--------|

 

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# **Appendix “I”**

## **Onthe commissioning of the independent external auditor with the provision ofservices**

## **Clearancecertificate**

| Company                                                                                                                                  |   |   |
|------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|                                                                                                                                     |   |   |
| Name, type and  number of service (according to Appendices “A”, “B”, “C” and “D” of the  Policy) |   |   |
|                                                                                                                                     |   |   |
| Start and end of  service provision                                                                                                      |   |   |
|                                                                                                                                     |   |   |
| Agreed total fee                                                                                                                         |   |   |
|                                                                                                                                     |   |   |
| Annexes  (Engagement Letter)                                                                                                             |   |   |

 

We hereby declare that the performance of the servicenamed above does not impair the required independence of the external auditorthat is commissioned with auditing the annual financial statements. We alsodeclare that no services exceeding the tenor of the engagement letter will berendered.

 
|                                                       |   |   |
|-------------------------------------------------------|--------|--------|
| Independent  external auditor  (Place/Date/Signature) |   |   |
|                                                  |   |   |
|                                                  |   |   |
|                                                  |   |   |
| Management of  client  (Place/Date/Signature)         |   |   |

 
| Position of the Head of the  Group Internal Audit |   |   |
|--------------------------------------------------------|--------|--------|

 

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