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Exhibit 19

Articles of Associationof
Telekom Austria
Aktiengesellschaft

Version according to the Resolution by the
Annual General Meeting
of Telekom Austria AG on June 12, 2002





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TELEKOM AUSTRIA AG
ARTICLES OF ASSOCIATION
June 12, 2002

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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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TELEKOM AUSTRIA AG
ARTICLES OF ASSOCIATION
June 12, 2002

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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.                                                                                                                                                                                                                                                                                                               

§ 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.                                                                                                                                                                             
|   
|(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
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

A-3



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TELEKOM AUSTRIA AG
ARTICLES OF ASSOCIATION
June 12, 2002

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|    |  | 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.                                                                                                                                                                                                                                                                                                                                                                                                  

§ 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.                                 

A-4



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TELEKOM AUSTRIA AG
ARTICLES OF ASSOCIATION
June 12, 2002

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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.                                                                                                                                                

§ 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.                                                                                                                                                                                                                                                                                                            

§ 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.                                                                                                           

A-5



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TELEKOM AUSTRIA AG
ARTICLES OF ASSOCIATION
June 12, 2002

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|(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.                                                                                                                                                                  

§ 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.                                                                                                                                                         

A-6



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TELEKOM AUSTRIA AG
ARTICLES OF ASSOCIATION
June 12, 2002

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§ 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.                                                                                                                                                                                                                                                                                                                               
|   
|(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.                                                                                                                                                                                                                                                                                                                                                       

A-7



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TELEKOM AUSTRIA AG
ARTICLES OF ASSOCIATION
June 12, 2002

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§ 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.                                                                                                          

§ 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.                                                                                                                                                                                                   

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TELEKOM AUSTRIA AG
ARTICLES OF ASSOCIATION
June 12, 2002

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|(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.

A-9



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Structure of Telekom Austria Group