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EXHIBIT 1.1
 ARTICLES OF ASSOCIATION
 of
 Telekom Austria Aktiengesellschaft
  Version
March 20, 2007 1
 
 (1)
    
    The name of the stock corporation is
 Telekom Austria Aktiengesellschaft
 (2)
    
    The Company has its registered office in Vienna.(3)
    
    The duration of the Company is not limited to a specific period.(4)
    
    The Companys financial year is the calendar year.
 
  (1)
    
    the provision of services and creation of the conditions required for this in the
area of telecommunications services (Telephone service) in the sense of § 2 sect. 1 no. 2
of the Poststrukturgesetz (Post Structure Act) (Federal Gazette I No. 201/1996);(2)
    
    the provision of telephone voice services, other telecommunications services in
the sense of the Telekommunikationsgesetz (Telecommunications Act) (Federal Gazette I No.
100/1997) in its version which is valid at the time (TKG) and other telecommunications
activities, including creating the conditions for these services and activities;(3)
    
    the provision and procurement of services and performances in the area of
interactive and multimedia communication, internet, network facilities for third
generation communications technology, information technology, automatic data processing
and information technology, including any collateral and subsidiary transactions of any
kind;
 
 1
    
    Changes of the Articles of Association since the new formulation of the same in the
Annual General Meeting of October 4, 2000 are shown in the footnotes.




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(4)
    
    the planning, construction, maintenance and operation of infrastructural
facilities and networks
and commercial exploitation and installation of communications facilities and terminals, as
well as associated activities (such as, in particular, electrical installations and
building ventilation installations) for the purposes referred to under Sect. 1-3;(5)
    
    trading in and exploitation of information on participants in telecommunications.
  
  
 (1)2
    
    The share capital amounts to euro 1,003,260,000.- and is divided into
460,000,000 no-par shares in bearer form.(2)
    
    The share capital was brought up, pursuant to § 10 sect. 1 Poststrukturgesetz
(Post Structure Act) (Federal Gazette I No. 201/1996), by way of transfer of the federal
property of the Post- und Telegraphenverwaltung (Post and Telecommunications
Administration).(3)
    
    Post and Telekom Austria Beteiligungsgesellschaft (Post and Telekom Austria
Holding) including its share holdings in Radio Austria Aktiengesellschaft (now: Datakom
Austria Gesellschaft m.b.H.) and Österreichische Fernmeldetechnische Entwicklungs- und
Förderungsgesellschaft m.b.H. (Austrian Telecommunications Development and Advancement
Company) as well as other shareholdings were transferred without consideration by way of
general succession to Post and Telekom Austria Aktiengesellschaft (now: Telekom Austria
Aktiengesellschaft) pursuant to the Poststrukturgesetz, Federal Gazette No. 201/1996.(4)
    
    The shares are bearer shares or registered shares.(5)
    
    If, in the event of an increase in capital, the decision in favour of an increase
in capital does not stipulate whether the shares are bearer shares or registered shares,
then they are bearer shares.(6)
    
    Disposal of the registered shares, including entire or partial disposal or giving
in pledge, requires the permission of the Supervisory Board.(7)
    
    The form and content of the share certificates and the profit sharing and renewal
certificates are stipulated by the Board of Directors. The same applies to scrips,
debenture bonds, interest warrants and warrants. Any entitlement to the issue of
individual certificates for the shares is excluded.
 
 2
    
    changed by Resolution of the Supervisory Board on
March 20, 2007




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(8)3
    
    Authorized conditional capital 2003:The Management Board is authorized to increase the share capital according to
Para 159 Sec 3 Stock Corporation Act upon approval of the Supervisory Board until
June 30, 2010 by up to EUR 9,487,350 by issuing up to 4.35 million new bearer or
registered shares with no par value in order to serve stock options, which have
been granted to employees, mangers and members of the Management Board of
the Company or of an affiliated company, in January 2006.The capital increase may only be executed to the extent that owners of stock
options exercise their options.The Supervisory Board is authorized to resolve upon the amendments of the
Articles of Association resulting from the issuance of shares out of the authorized
conditional capital.(9)4
    
    The Share Capital of the Company is increased by up to EUR
109,050,000.-
according to Para 159 Sec 2 No 1 Stock Corporation Act by issuing up to 50 million
new ordinary bearer shares with no par value in order to serve holders of
convertible bonds, which the Management Board will be authorized to issue in the
Annual General Meeting as of June 3, 2004. The capital increase shall only be
effected to the extent that holders of convertible bonds exercise their subscription
right and/or their conversion right with respect to Shares of the Company. The
issue price is calculated on the basis of the average of the closing price of the
Vienna Stock Exchange of the 20 trading days prior to the day of allotment of
convertible bonds plus a premium of 25 % or a respective higher premium, which
shall be deemed to meet the expectations of the development of the share price of
the Company under consideration of similar transactions on the relevant market,
whereas the duration, interest and volume of a transaction shall be decisive when
determining the similarity of the respective transaction. The newly issued Shares of
the Conditional Capital Increase shall be entitled to dividends for the full fiscal year
in which they were issued. The Supervisory Board is authorized to adapt the
version of Para 4 of the Articles of Association according to the number of
subscription shares that are issued. This applies if the authorization to issue
convertible bonds is not exercised upon expiration of the authorization period, as
well as if conditional capital is not exercised upon expiration of deadlines according
to the terms of the convertible bonds.(10)5
    
    Authorized conditional capital 2006:The Management Board is authorized to resolve upon a conditional increase of the share capital
upon approval by the Supervisory Board during a period of five years from the registration of
the amendment of the Articles of Association with the Commercial Register in order to grant
stock options to employees, managers and members of the Management Board of the Company or of an
affiliated company by up to EUR 21,810,000 by issuing up to 10 million new bearer or registered shares with no par value, against cash contribution.
 
 3
    
    changed by Resolution of the AGM on May 23, 20064
    
    inserted by Resolution of the AGM on June 3, 20045
    
    inserted by Resolution of the AGM on May 23, 2006




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Within the determined maximum amount, the authorized conditional capital can be exercised
in several tranches.The Supervisory Board is authorized to resolve upon the amendments of the Articles of
Association resulting from the issuance of shares out of the authorized conditional capital.
 
 (1)
    
    The Board of Directors of the Company has two to four members.6An
appointment as member of the Board of Directors is permissible until the age of 65.7The Supervisory Board can appoint one member as Chairman and one member as Deputy
Chairman. The appointment of proxies is allowed.(2)
    
    The Company is represented by two Members of the Board of Directors or by one
Member of the Board of Directors together with one proxy or, within the context of the
legal representative authority, by two proxies acting jointly.(3)
    
    The Board of Directors shall make its decisions by a simple majority of the votes
cast. If a Member of the Board of Directors is appointed as Chairman of the Board of
Directors, he shall have the casting vote if the votes are equal.(4)
    
    The Board of Directors must conduct the business in accordance with the law, the
Articles of Association and the Rules of Internal Order issued to it by the Supervisory
Board. In the Rules of Internal Order the Supervisory Board shall, while maintaining the
overall responsibility of the Board of Directors, also determine the allocation of the
activities to the various Members of the Board of Directors.
 
 (1)
    
    The Board of Directors must report to the Supervisory Board at least once per
year on fundamental matters relating to the future policy of the Company, and must
disclose the future development of the assets, financial position and profits by means of
a set of preliminary accounts (Annual Report). The Board of Directors must also inform the
Supervisory Board on a regular basis, at least quarterly, of the progress of the business
and the situation of the Company in comparison with the preliminary accounts, taking
future developments into consideration (Quarterly Report). When there are important
grounds to do so, the Chairman must inform the Supervisory Board without delay; the
Supervisory Board must also be informed without delay of circumstances that may
significantly affect the profitability or liquidity of the Company (Special Report). The
Annual Report and the quarterly reports must be drawn up in writing.(2)
    
    The Supervisory Board is also authorised to ask the Board of Directors at
any time for reports on matters affecting the Company, including its relations
with companies in which it holds significant participating interests.
 
 6
    
    changed by Resolution of the AGM on June 28, 20017
    
    inserted by Resolution of the AGM on June 3, 2004




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(1)
    
    The Supervisory Board of the Company shall consist of up to ten Members elected
by the General Meeting and those Members delegated by the Works Council in accordance with
Para 110 Sec. 1 ArbVG. A Member of the Supervisory Board may be elected until the age of
65.8(2)
    
    The members of the Supervisory Board are  unless they are elected for a shorter
period in office  elected for the period until the end of the General Meeting which
decides upon the granting of discharge for the fourth financial year after the election.
The financial year in which the member of the Supervisory Board was elected is not
counted. Re-election is permitted.(3)
    
    Every Supervisory Board member can resign from his post by submitting a written
declaration to the Chairman of the Supervisory Board. The resignation takes effect four
weeks after receipt, unless it is stated that his resignation will take place at another
time.(4)
    
    If elected members of the Supervisory Board leave the Supervisory Board before
the end of their period in office, re-election should only take place without delay if the
number of elected Supervisory Board members falls below three. The period in office of
members who are elected in this way lasts until the end of the period in office of the
Supervisory Board member who has resigned. Re-election of departing Supervisory Board
members is permitted.(5)
    
    The Supervisory Board must issue its own Rules of Internal Order.
 
 (1)
    
    The Supervisory Board shall, immediately after its election, elect a Chairman and
one or two Deputies. The election is for the same period in office as the members of the
Supervisory Board, unless the Supervisory Board decides to the contrary.(2)
    
    If no-one obtains an absolute majority in an election, a second ballot shall be
held between the persons who received the most votes. If the votes are equal in the second
ballot, the decision shall be made by drawing lots.(3)
    
    If the Chairman or one of his Deputies resigns from his post during a period in
office, the Supervisory Board must conduct a new election for the person who has resigned
without delay. Re-election is permitted.
 
 8
    
    changed by Resolution of the AGM on May 25, 2005




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(4)
    
    The Chairman and the Deputies can resign their posts at any time, subject to a
period of notice of four weeks, to be given in writing to the Supervisory Board, even if
they do not simultaneously resign from the Supervisory Board.(5)
    
    The Deputies of the Chairman have, when they are acting as representatives of the
Chairman, the same rights and obligation as him.(6)
    
    Statements of intent by the Supervisory Board are made on its behalf by the
Chairman.
 
 (1)
    
    The Supervisory Board must hold a meeting as often as the interests of the
Company require, but at least once every quarter.(2)
    
    The agenda is set by the Chairman, taking into consideration the motions put
forward by the Board of Directors and the motions from Supervisory Board members.(3)
    
    Convocation to meetings of the Supervisory Board takes place in writing, in
writing and remotely, by telegraph or verbally and remotely, by the Chairman or by the
Board of Directors on his instructions, indicating, the time, the venue and the agenda.
When issuing convocations, a period of fourteen days shall be observed between the
convocation and the date of the Supervisory Board meeting, to the last known address of
the Supervisory Board member; in urgent cases the Chairman can shorten this period.(4)
    
    The necessary written documents on the individual points on the agenda must be
made available in good time.(5)
    
    If a request submitted for the convocation of a Supervisory Board meeting from at
least two Supervisory Board members or by the Board of Directors, stating the purpose and
the reasons, is not honoured by the Chairman within fourteen days, those requesting the
meeting can convene the Supervisory Board themselves, with notification of the matters on
the agenda.(6)
    
    The members of the Board of Directors shall attend all meetings of the
Supervisory Board and its committees, insofar as the Chairman of the meeting does not
decide to the contrary; they do not have the right to vote.(7)
    
    Minutes shall be drawn up of the meetings of the Supervisory Board, which must
state the main proceedings at the meeting and the decisions that were made, and must be
signed by the Chairman of the meeting.
 
 (1)
    
    The Supervisory Board has a quorum if all the Supervisory Board members have been
properly convened and at least half the members, including the Chairman or one of his
Deputies, is present in person.




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(2)
    
    If a Supervisory Board member is unable to attend, he may authorise another
Supervisory Board member in writing to represent him at a single meeting; the Supervisory
Board member representing him shall not be counted when determining the quorum. The right
to chair the meeting cannot be transferred.(3)
    
    The type of voting is determined by the Chairman, unless the Supervisory Board
determines some other type of voting.(4)
    
    Decisions are taken by a simple majority of the votes cast. An abstention does
not count as a vote cast. If the votes are equal  even in the case of elections  the
Chairman shall decide.(5)
    
    The Supervisory Board can only make a decision on a matter which is not on the
agenda if all the Supervisory Board members are present or represented and no member
speaks against the decision.(6)
    
    In urgent cases the Chairman may allow voting to take place in writing, without
the Supervisory Board gathering for a meeting (postal vote procedure), if no Supervisory
Board member objects to this procedure within one week after the documents are dispatched.
A decision is made if all the Supervisory Board members have been properly invited to vote
and at least half the members, including the Chairman or one of his Deputies, have cast
their votes. Representation by other Supervisory Board members is not permitted in the
case of written voting.
 
 (1)
    
    The Supervisory Board must, by law, supervise the management of the Company by
the Board of Directors.(2)
    
    The Supervisory Board must audit the reports and requests submitted by the Board
and decide on the latter.(3)
    
    The Supervisory Board must audit the annual accounts, the proposal for the
appropriation of profits and the situation report and must report on them to the General
Meeting. The Supervisory Board must declare its position on the annual accounts to the
Board of Directors within two months of submission thereof.(4)
    
    The Supervisory Board must be informed beforehand of all matters which the Board
of Directors wishes to raise at the General Meeting.(5)
    
    The Supervisory Board is obliged to convene a General Meeting when the interests
of the Company require it.(6)
    
    The Supervisory Board is entitled to decide upon amendments and additions to the
Articles of Association insofar as they concern its wording.
 
 (1)
    
    The Supervisory Board members elected by the General Meeting receive an
appropriate remuneration for their activity, which is determined annually by the General
Meeting. The Supervisory Board members are entitled to reimbursement of their
out-of-pocket expenses and to a reasonable fee for attending meetings.




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(2)
    
    If Supervisory Board members undertake special work in the interests of the
Company, a special remuneration may be allocated to them by a decision of the General
Meeting.(3)
    
    If the period in office of a Supervisory Board member begins or ends during the
financial year, the remuneration shall be paid on a pro rata basis.
 
 (1)
    
    The Supervisory Board may set up one or more Committees from among its members
and determine their tasks and authorisation; the Committees can be set up permanently or
for specific tasks. The right to make decisions can also be transferred to the Committees.
An Accounts Committee shall be set up in order to audit and prepare for the confirmation
of the annual accounts.(2)
    
    The employee representatives on the Supervisory Board are entitled to appoint
members to the Committees, who shall have seats and votes in accordance with the
proportion set out in § 110 Sect. 1 ArbVG (Employee Representation Act). This does not
apply to Committees dealing with relations between the company and the members of the
Board of Directors.(3)
    
    More detailed stipulations on the Committees shall be determined in the Rules of
Internal Order for the Supervisory Board. The Supervisory Board may also decide upon
specific Rules of Internal Order for the Committees.
 
 (1)
    
    The Companys General Meeting shall take place at the Registered Office of the
Company or at a place of business of the Company within Austria or at the capital of an
Austrian Federal District.(2)
    
    The General Meeting shall be convened by the Board of Directors or by the
Supervisory Board.(3)
    
    Shareholders whose shares cumulatively amount to one-twentieth of the share
capital are entitled to request the convocation of a General Meeting in writing, stating
its purpose and their reasons. In the same way these shareholders are entitled to request
that matters should be announced for decision by a General Meeting. The Shareholders must,
however, in both cases, deposit their shares with one of the depositaries referred to in §
16 Sect. 1, in order to prove their authorisation, and must submit to the Company the
certificate of deposition from the depositary, either in an original or in a certified
true copy, at the latest together with their request.(4)
    
    The convocation must be published in accordance with the stipulations of § 16.(5)
    
    The convocation must state the name of the Company, the time and venue of the
General Meeting and the agenda.




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(1)
    
    Only those Shareholders are entitled to attend the General Meeting who have
deposited their shares (scrips) with an Austrian notary public at the head office of a
domestic credit institution, with those other credit institutions in Austria or abroad
which are stipulated in the convocation to the General Meeting or with the Company, within
the period stated in Sect. 2, during normal working hours, by the end of the General
Meeting.(2)
    
    Deposition must take place in good time so that at least three clear working days
remain between the date of deposition and the date of the General Meeting; the
Shareholders must have at least fourteen days available after the convocation for the
purpose of deposition, not counting the date of publication. If the last day of this
period falls on a Sunday or public holiday, the following working day must also be
available for the purpose of deposition. Saturdays, Good Friday and 24 December of each
year do not count as working days, but count as public holidays.(3)
    
    Deposition has taken place properly even if shares (scrips) are, with the
permission of a depositary, held for them on the premises of other credit institutions in
a blocked account, in accordance with Sect. 1, until the end of the General Meeting.(4)
    
    The depositaries must submit certification of the deposition that has taken place
to the Company at
the latest one working day after the end of the period of deposition.(5)
    
    By publishing it together with the convocation to the General Meeting, the
authorisation to participate may be made subject to submission, in good time, of a list of
the numbers of the shares (scrips), in duplicate.(6)
    
    If share certificates (scrips) have not been issued, then it must be announced
together with the convocation to the General Meeting under what conditions the
shareholders will be admitted to the General Meeting.(6)
    
    If scrips have been issued, then the Shareholders entered in the share register
are authorised to attend even without deposition, if they send a request in writing no
later than three working days before the General Meeting.
 
 (1)
    
    Every share gives the right to one vote.(2)
    
    The exercise of voting rights at the General Meeting by proxies is permitted,
subject to a written power of attorney, which must be retained by the Company.(3)
    
    Unless a different majority is prescribed by law or by the Articles of
Association, the General Meeting shall decide by a simple majority of the votes cast; in
cases where a majority of the capital is required, it shall decide by a simple majority of
the share capital represented when making the decision.(4)
    
    If, in the case of elections, a simple majority is not achieved in the first
ballot, a further ballot will take place between the two candidates who received the most
votes. If the votes are equal, the decision will be made by drawing lots.




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(5)
    
    In order to be valid, every resolution of the General Meeting needs to be
notarised by an Austrian notary public, in a written record of the proceedings.
 
 (1)
    
    The General Meeting is chaired by the Chairman of the Supervisory Board; if
neither he nor his deputy is present or is willing to chair the meeting, then the notary
present to record the proceedings will assist the meeting to elect a Chairman.(2)
    
    The Chairman of the General Meeting conducts the proceedings and determines the
sequence of items on the agenda and the form of voting.
 
 (1)
    
    The Ordinary General Meeting makes a decision each year during the first eight
months of the financial year on the allocation of the net profits, on the granting of
discharge to the members of the Board of Directors and the Supervisory Board, on the
election of the Company Auditor and the Group Auditor, and in the cases stipulated by law,
on the confirmation of the annual accounts.(2)
    
    The General Meeting also makes decisions on the cases expressly referred to by
law and in the Articles of Association, in particular on the election and dismissal of
Supervisory Board members or changes in the Articles of Association.(3)
    
    The General Meeting can only decide on questions relating to the management of
the Company if
the Board of Directors or  insofar as a matter is involved which is reserved for its
approval according to § 95 Sect. 5 of the Stock Companies Act  the Supervisory Board
requests it.
 
 (1)
    
    The Board of Directors must, during the first five months of the financial year,
draw up the annual accounts together with the appendices for the past financial year
(balance sheet, profit and loss account) and the situation report, and also the group
accounts and the group situation report, and after auditing by the Company Auditor, must
submit them to the Supervisory Board together with a proposal for the appropriation of
profits.(2)
    
    The Supervisory Board must audit the annual accounts and the situation report,
the proposal for the appropriation of profits as well as the group annual accounts and the
group situation report, and must report on them to the General Meeting.(3)
    
    If the Supervisory Board approves the annual accounts, they are confirmed unless
the Board of Directors and the Supervisory Board decide that they will be confirmed by the
General Meeting. The General Meeting is bound by the confirmed annual accounts.




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(4)
    
    The Ordinary General Meeting makes a decision each year on the distribution of
the net profits in the accounts (appropriation of profits). The General Meeting may hold
back the net profits from distribution, either in full or in part, contrary to the
proposal for the distribution of profits. The Board of Directors must make the changes in
the annual accounts which become necessary as a result.(5)
    
    The shareholders shares of the profits are distributed in proportion with the
payments that have been made for the pro rata amount of the share capital of the shares.
Payments which have been made during the financial year are taken into account in
proportion with the time that has passed since they were made. When new shares are issued
during the financial year, the point in time as of which the dividend entitlement is
granted, shall be determined.(6)
    
    A dividend whose distribution is decided upon by the General Meeting will fall
due thirty days after the decision is made by the General Meeting, unless it makes a
decision to the contrary.(7)
    
    Dividends which are not claimed within three years after falling due, will lapse
in favour of the Company.
 
  9
  
 9
    
    inserted by Resolution of the AGM on June 4, 2003