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Exhibit 1.1  Articles of Association
of
Telekom Austria
Aktiengesellschaft       Version According to the
Resolution by theAnnual General Meetingof Telekom Austria AG on June 4, 2003




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ARTICLES OF ASSOCIATION of Telekom Austria Aktiengesellschaft (Company no. 144.477 t, Commercial Register of Vienna) § 1
Name, registered office, duration and financial year  (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. § 2
Object of the Company The object of the Company is  (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;(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. The Company is authorised to undertake all transactions and activities which are necessary or useful in order to
achieve the aim of the Company, in particular to acquire real estate property, to set up branches and subsidiary
companies both in Austria and abroad and to take up participating interests in other companies. The Company
can process personal information with the help of automated systems. A-2




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§ 3
Publications The Company shall publish its
information in the Wiener Zeitung Official Gazette. § 4
Share capital and shares  (1)
    
    The share capital amounts to EURO 1.090,500.000. and is divided into 500,000.000 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.(8)
    
    The Management Board is authorized to increase the share capital of the company according to Para 159
Sec 3 Stock Corporation Act upon approval of the Supervisory Board during a period of five years from
the registration of the amendment of the Articles of Association with the Commercial Register by up to
EUR 21,810,000.- by issuing up to 10 million new ordinary bearer
shares or new ordinary registered shares with no par value in order to serve stock options to be granted to employees, directors and
members of the Management Board of the company or of an affiliated company. The authorized
conditional capital may be used in several tranches within the maximum amount. The capital increase
shall only be effected to the extent that owners of stock options exercise their option rights. The
Supervisory Board is authorized to resolve upon the amendments to the Articles of Association required
by the use of the authorized conditional capital. § 5
Board of Directors  composition, external representation, management of the Company  (1)
    
    The Board of Directors of the Company has two to four members. The 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. A-3




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(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. § 6
Reporting to the Supervisory Board  (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. § 7
Permission of the Supervisory Board The Supervisory Board must determine those transactions which require its permission, in addition to the cases
prescribed by law (§ 95 Sect. 5 AktG  Stock Companies
Act). Where stipulated by law (§ 95 Sect. 5 no. 1, 2, 4,
5 and 6 AktG), the Supervisory Board must determine limits on the amounts up to which the permission of the
Supervisory Board is not required. § 8
Supervisory Board  composition  (1)
    
    The Supervisory Board is composed of twelve members. Eight of them are elected by the General
Meeting. The Works Council delegates four members in accordance with § 110 Sect. 1 ArbVG.(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. A-4




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§ 9
Supervisory Board  Chairman  (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.(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. § 10
Meetings of the Supervisory Board, agenda, convocation  (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. A-5




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§ 11
Supervisory Board  quorum, procedure  (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.(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. § 12
Supervisory Board  tasks  (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. § 13
Remuneration  (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.(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. A-6




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§ 14
Supervisory Board  Committees  (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. § 15
General Meetings  Convocation, venue  (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. § 16
General Meeting  attendance  (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. A-7




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(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.(7)
    
    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. § 17
Voting rights, decisions  (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.(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. § 18
Chairmanship  (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. § 19
General Meeting and scope of activities  (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. A-8




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§ 20
Annual accounts, dividends



|(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.                                                                                                                                                                                                           
|   
|(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.                                                                                                                                                                                                                                                                                                                                                            

§ 21
Formation expenses

Formation expenses up to a sum of EURO 1.453.456,68 were borne by the Company.

§ 22
Takeover Bid

The discount of a mandatory takeover bid as stipulated in Para 26 Sec 1 of the Takeover Act shall herewith be
excluded (Para 27 Sec 1 No 2 Takeover Act).

A-9