<PAGE>
                                                                     Exhibit 1.2

                              RESTATED AND AMENDED
                             ARTICLES OF ASSOCIATION
                           OF EUROTEL BRATISLAVA, a.s.

The company was established without public subscription by execution of a
Founder`s Contract dated as of 3rd December 1996 to Art. 162 para. 2 and Art.
172 of the Act No. 513/1991 Coll., as amended (hereinafter the "Commercial
Code"), as legal successor of the limited liability company EuroTel Bratislava
s.r.o. which was wound up without liquidation and all assets and liabilities of
which were transferred to the joint stock company according to Art. 69(2) of the
Commercial Code. On that same day, the founders, pursuant to Art. 172 para. 2 of
the Commercial Code, decided on creation of a joint stock company and elected,
in a Notarial Deed, the members of the Board of Directors and of the Supervisory
Board and approved these Articles of Association.

                        CHAPTER 1 - FOUNDING REGULATIONS

                                    ARTICLE 1
                    REGISTERED NAME AND OFFICE OF THE COMPANY
                    -----------------------------------------

1)       The registered name of the Company shall be EuroTel Bratislava a.s.
         (the "Company").

2)       The registered office of the Company shall be at 100/A Vajnorska
         street, 831 03 Bratislava, Slovak Republic.

3)       The Company shall be registered in the Commercial Register of the
         competent court at Bratislava, Slovak Republic.

                                    ARTICLE 2
                          SCOPE OF BUSINESS ACTIVITIES
                          ----------------------------

The scope of the Company's business activities shall be:

1)       Constructing and operating public mobile telecommunication networks
         in frequencies allocated to the Company in the license of
         Telecommunications Office of the Slovak Republic;

2)       Provision of public mobile telephony service through its mobile public
         telecommunication networks referred to in the previous item of this
         Article;

3)       Constructing and operating a public packet network for data transfer;

4)       Provision of public data service through public telecommunication
         networks;

5)       Assembly and maintenance of the telecommunication equipment connected
         to the unified telecommunication network;

<PAGE>


6)       The purchase of the goods for the purposes of sale to a final
         consumer and for the purposes of sale to other businesses;

7)       Consultancy in the sphere of the public cellular radiophone network;

8)       Consultancy in the sphere of the public packet network for data
         transfer;

9)       Publishing activity - publication of professional journals,

10)      Advertising and promotion activities,

11)      Lease of movable assets- leasing,

12)      Lease of real estate properties and non-residential premises and
         providing other than basic services connected with lease,

13)      Mediation of purchase, sale and lease of real estate properties,

14)      Printing,

15)      Organization and operation of knowledge competitions,

16)      Mediation activities within the scope of free trade.

                            CHAPTER 2 - SHARE CAPITAL

                                    ARTICLE 3
                     SHARE CAPITAL AND SHARES OF THE COMPANY
                     ---------------------------------------

1)       The share capital of the Company is SK 3.733.700.000 and is divided
         into two classes of shares as follow: a single class of ordinary
         shares, consisting of 3.561.470 shares with a nominal value of SK
         1,000 per share and each bearing one vote per share (the "Ordinary
         Shares") and a single class of preferred shares, consisting of 172.230
         shares with a nominal value of SK 1,000 per share and each bearing one
         vote per share (the "Preferred Shares").

2)       All Ordinary Shares and Preferred Shares (referred to collectively as
         the "Shares") are issued in book-entered form and are registered with
         the Securities Center in Bratislava.

3)       The Company's shares are registered in the name of the shareholders.
         The Company shall not issue bearer shares.

4)       The shares of the Company shall not be listed on the organized
         securities market.


                                       2

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                                    ARTICLE 4
                        RIGHTS AND RESTRICTIONS ON SHARES
                        ---------------------------------

1)       The Ordinary Shares of the Company shall carry all the rights set out
         in the law applicable to ordinary shares and in these Articles of
         Association, including the right to one vote per share at the General
         Meeting of the Company. Ordinary Shares shall carry the right to share
         equally in the profits of the Company through the payment of a
         dividend, in respect of each year in which the Company earns profit
         and is legally allowed to pay a dividend, as and when declared by the
         General Meeting and only after the payment of the dividend payable to
         the holders of Preferred Shares. Ordinary Shares shall also carry the
         right to share equally in the liquidation proceeds, after the payment
         of the amount of one Slovak Crown per share to the holders of the
         Preferred Shares, upon the distribution of liquidation proceeds of the
         Company.

2)       The Preferred Shares shall carry only those rights set out in these
         Articles of Association. The Preferred Shares shall have the right to
         one vote per share at the General Meeting of the Company. In respect of
         each year in which the Company earns profit and is legally allowed to
         pay a dividend, the Preferred Shares shall have the right to share in
         the profits of the Company solely through the payment of a preference
         dividend of one Slovak Crown per share prior to the payment of the
         dividend payable to the holders of Ordinary Shares. In addition, the
         Preferred Shares shall carry the right to share in the distribution of
         liquidation proceeds of the Company solely through the payment of one
         Slovak Crown per share prior to the payment of liquidation proceeds to
         the holders of Ordinary Shares.

3)       The shares of the Company may be transferred if a new shareholder
         agrees to be bound by all then existing agreements between
         shareholders. No shareholder may sell, assign or transfer, any of its
         shares without first offering such shares to the other shareholders in
         the manner to be stipulated in an agreement between the shareholders.

                            CHAPTER 3 - SHAREHOLDERS

                                    ARTICLE 5
                        RIGHTS AND DUTIES OF SHAREHOLDER
                        --------------------------------

1)       The rights and covenants of any shareholder are determined by these
         Articles of Association and by Slovak law. Any legal or natural person
         may hold shares of the Company.

2)       The shareholders shall have the right to take part in the General
         Meeting. The General Meeting shall be governed by the provisions of
         these Articles of Association. A shareholder may ask for explanations
         and make suggestions in respect of discussed agenda items.

3)       A shareholder may exercise its rights through a proxy. A proxy is
         obliged, pursuant to its nomination, to participate in the General
         Meeting and to provide a written proxy of the shareholder, verified by
         notary, if required by law. A copy of the proxy must be provided

                                      3

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         to the registration clerk. A proxy is valid for only one General
         Meeting, except that it will also be valid for a reconvened General
         Meeting. If the shareholder issuing a written proxy attends the
         General Meeting or reconvened General Meeting, the proxy is deemed to
         be recalled.

4)       Subscription for shares in respect of an increase of share capital
         shall be made by the payment by the subscriber of all of the nominal
         value of the subscribed shares together with any premium.

                           CHAPTER 4 - COMPANY BODIES

                                    ARTICLE 6
                                 COMPANY BODIES
                                 --------------

The bodies of the Company shall be:
a)       General Meeting
b)       Board of Directors
c)       Supervisory Board

                                    ARTICLE 7
                         GENERAL MEETING OF SHAREHOLDERS
                         -------------------------------

1)       The supreme body of the Company shall be the General Meeting, which
         shall be composed of all shareholders present at the General Meeting
         session, subject to the quorum requirements set forth in Article 9(1)
         hereof.

2)       The General Meetings shall decide, inter alia, on the following
         matters:

         a)       changes to Articles of Association;
         b)       decision in respect of the increase and decrease of the share
                  capital, decision in respect of the issue of debentures
                  including convertible debentures, and decision on conditional
                  increase of the share capital in connection with the issue of
                  convertible debentures;
         c)       decision in respect of the winding-up of the Company;
         d)       election and dismissal of members of the Board of Directors;
         e)       election and dismissal of members of the Supervisory Board,
                  except those members of the Supervisory Board elected by the
                  employees of the Company (if any);
         f)       approval of the annual consolidated financial statements and
                  distribution of profits;
         g)       approval of the annual report;
         h)       decision in respect of remuneration of members of the Board
                  of Directors; and
         j)       other matters which are vested by these Articles of
                  Association or by the applicable law into jurisdiction of the
                  General Meeting.

3)       The Board of Directors must convene the General Meeting within five
         months after the end of each financial year.

                                      4

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4)       Members of the Board of Directors and Supervisory Board as well as the
         auditors and legal counsel of the Company may attend any General
         Meeting or Extraordinary General Meeting.

5)       An extraordinary General Meeting shall be convened by the Board of
         Directors if the interests of the Company require so.

                                    ARTICLE 8
                         ORGANIZATION OF GENERAL MEETING
                         -------------------------------

1)       The agenda of the General Meeting shall be prepared by the Board of
         Directors, which shall give notice to the shareholders in the manner
         provided hereinafter.

2)       The Board of Directors shall convene the General Meeting by a written
         notice to all shareholders listed on the list of shareholders who do
         not waive in writing their right to such notice, at least 30 days, but
         no more than 60 days, prior to the General Meeting session. Such
         notice to be sent by registered letter or fax, confirmed by registered
         letter, to the address of each shareholder and in the case of the
         extraordinary General Meeting convened pursuant to article 7(5)
         hereof, the Board of Directors shall send a written notice within 10
         days after receipt of such request. The notice must contain all
         information required by applicable law. The Board of Directors must
         provide all documents in respect of the proposed agenda of the General
         Meeting to each shareholder requesting such information. Attendance in
         person by any shareholder shall constitute a waiver of the General
         Meeting notice, information and agenda requirements with respect to
         such shareholder for such General Meeting unless such shareholder
         makes a formal statement of objection to the adequacy of the notice at
         such meeting, which statement shall be confirmed in writing submitted
         to the Company not later than three days following the date of such
         meeting.

3)       The Chairman of the Board of Directors or any other member of the
         Board of Directors authorized by the Chairman, shall open the General
         Meeting and shall confirm the quorum of the session, which is set out
         in section 9(1) hereof. If the quorum exists at the General Meeting,
         the Chairman of the Board of Directors or any other member of the
         Board of Directors shall nominate the Chairman of the General Meeting,
         the minutes clerk, two persons to verify the minutes and the necessary
         number of votecounters.

4)       If the General Meeting has not attained a quorum within 90 minutes of
         the time set out in the notice as the commencement of the General
         Meeting, the session shall be adjourned. In the event that an ordinary
         or extraordinary General Meeting is adjourned due to the absence of a
         quorum, the Chairman of the Board of Directors or any other member of
         the Board of Directors of the Company shall, within three days of such
         adjournment, give at least ten days prior written notice to all
         shareholders if not agreed by the shareholders otherwise and set a
         date of a reconvened General Meeting in order to vote concerning the
         agenda items proposed in connection with the original General Meeting,
         subject to the requirements of Slovak law and these Articles of
         Association.

                                        5

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5)       The General Meeting shall be chaired by the chairman of the General
         Meeting. The chairman of the General Meeting shall decide the sequence
         of the issues to be decided by the General Meeting. Voting shall be
         executed by delivery of ballots, if required by the General Meeting.
         Voting results shall be given to the chairman and the minutes clerk by
         the vote-counters.

                                    ARTICLE 9
                          DECISIONS OF GENERAL MEETING
                          ----------------------------

1)       The General Meeting shall constitute a quorum if attended by
         shareholders holding at least two-thirds of the outstanding Shares.
         Quorum at a reconvened General Meeting convened in accordance with
         Article 8(4) hereof shall be composed of those shareholders present at
         such General Meeting.

2)       If not stipulated otherwise in these Articles of Association, any
         decision of the General Meeting shall be made by a majority vote of the
         Shares represented at the meeting.

3)       a)       The matters specified below require affirmative vote of at
                  least two- thirds of the Shares represented at the meeting:

                  (i)      Decisions in respect of the increase or decrease of
                  the share capital (including the making of capital calls), the
                  issuance of debentures including convertible debentures, and
                  the conditional increase of the share capital in connection
                  with the issuance of convertible debentures;

                  (ii)     Decisions in respect of the winding up of the
                  Company, including all matters relating to the dissolution
                  of the Company and the liquidation of its assets;

                  (iii)    Election, dismissal and remuneration of members of
                  the Board of Directors and of members of the Supervisory
                  Board:

                  (iv)     Appointment of or change in liquidators of the
                  Company;

                  (v)      Approval of the annual report and annual financial
                  statements, liquidation statements including the liquidator`s
                  final report and proposal for distribution or liquidation of
                  assets, and distribution of profits and determination of
                  royalties;

                  (vi)     Approval of any matter specified in Article 11(3)
                  hereof which has been voted upon by the Board but has failed
                  to obtain the required qualified majority approval by the
                  Board, if any two members of the Board of Directors shall
                  consider such matter sufficiently important to present it to
                  the General Meeting.

         b)       Any changes to the Articles of Association of the Company
                  shall require the affirmative vote of shareholders holding at
                  least two-thirds of the outstanding Shares.

                                      6

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                                   ARTICLE 10
                               BOARD OF DIRECTORS
                               ------------------

1)       The statutory body of the Company shall be the Board of Directors. The
         Board of Directors shall be authorized to act in the name of the
         Company, to represent the Company before third parties, courts or any
         other authority. The Board of Directors shall manage the Company's
         business activities and decide all matters of the Company, unless
         entrusted by law or these Articles to the exclusive authority of other
         bodies of the Company.

2)       The Board of Directors shall consist of five members. The members of
         the Board of Directors shall be elected by the General Meeting.

3)       The term of office of a member of the Board of Directors shall be 5
         years or less upon removal by the General Meeting and shall terminate
         upon the election of a new member of the Board of Directors or pursuant
         to article 10(4) hereof.

4)       A member of the Board of Directors may only resign after delivering a
         written notice to the Board of Directors and the Supervisory Board.

5)       The Board of Directors shall submit to the General Meeting the report
         on the Company's business activities and its assets and liabilities
         within 90 days after termination of each accounting year. The General
         Meeting may from time to time require the submission of such reports.

6)       The Board of Directors meeting may be convened by the Chairman of the
         Board of Directors or by the Vice Chairman of the Board of Directors.
         The Board of Directors meeting must be convened by then days prior
         written notice, unless such notice is waived, in writing, by all
         members of the Board of Directors who did not receive such notice.
         Attendance in person or by telephone by any member of the Board of
         Directors shall constitute a waiver of the Board of Directors meeting
         notice, information and agenda requirements with respect to such member
         of the Board of Directors for such Board of Directors meeting unless
         such member of the Board of Directors makes a formal statement of
         objection to the adequacy of the notice at such meeting, which
         statement shall be confirmed in writing submitted to the Company not
         later than three days following the date of such meeting. The
         Supervisory Board or the General Meeting may require that any
         Supervisory Board member or officer of the Company attend such meeting.

7)       The Board of Directors have the power and authority to issue debentures
         including convertible debentures, and to increase the share capital as
         a result of the exercise of a right of a holder of a convertible
         debenture to convert such debenture into shares of the capital stock of
         the Company.

                                   ARTICLE 11
                         DECISIONS OF BOARD OF DIRECTORS
                         -------------------------------

                                      7

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1)       Attendance at meetings of the Board of Directors in person or by
         telephone by at least one member of the Board of Directors nominated to
         the Board of Directors by each shareholder holding more than 33-1/3% of
         the outstanding Shares (one-third of all of the outstanding Shares)
         shall constitute a quorum for such meeting. In case the Board of
         Directors meeting is adjourned due to the absence of quorum any
         adjourned meeting shall constitute a quorum if attended by three (3)
         members of the Board of Directors.

2)       Any action by the Board of Directors shall require the affirmative vote
         of majority of the members of the Board of Directors represented at the
         meeting, except as stipulated otherwise herein.

3)       The matters specified below require an affirmative vote of a majority
         including at least one member of the Board of Directors nominated to
         the Board by each shareholder holding more than 33-1/3% of the
         outstanding Shares (one-third of all of the outstanding Shares):

         (i)      Entry into any transaction or series of related transactions
         outside the scope of the budget having a value of greater than US$
         250,000, or any other modification to or deviation from the budget
         having an effect of greater than US$ 250,000 on any line item;

         (ii)     Any transaction (or series of related transactions)
         contemplated by the budget and having an aggregate value of greater
         than US$ 500,000, including but not limited to the following:

                  a)    Disposal of assets of the Company;

                  b)    The making of any equity contributions to any legal
                        entity or entry into any joint venture, partnership
                        or teaming arrangement with third parties;

                  c)    Entering into any contract or commitment involving
                        financial obligations, or creating encumbrances on
                        Company assets;

         (iii)    Decision on the use of the Reserve Fund or the Social Fund of
         the Company;

         (iv)     Appointment of or change in the procurators of the Company;
         Board of Directors may appoint two or more procurators of the Company;

         (v)      Appointment of or change in the legal counsel, auditors or
         bankers of the Company;.

         (vi)     Approval of business plan and annual financial budget and any
         material modification thereto;

         (vii)    Appointment of the General Director and all managers directly
         reporting to the General Director and stipulation of their functions,
         responsibilities and authority.

4)       The foregoing notwithstanding, any contract, commitment or transaction
         which has been specifically identified in and approved as part of a
         budget shall not require further approval of the Board of Directors
         when entered into by the Company, unless it is to be

                                      8

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         entered into at a time, in a manner or upon terms different than those
         specified in the budget.

5)       Board of Directors` decisions may be made by written resolution of all
         five members of the Board of Directors or a vote of the Board of
         Directors at a duly convened and held meeting.

6)       A record of the Board of Directors meeting must be kept, which must
         contain all key issues raised at the meeting, including voting results
         and exact wording of all resolutions. The record must be delivered to
         (i) each member of the Board of Directors, and (ii) the Chairman of the
         Supervisory Board. A record must be kept of all resolutions approved by
         written approvals of all members of the Board of Directors since the
         previous meeting of the Board of Directors.

7)       Members of the Board of Directors may participate in meetings of the
         Board of Directors by telephone conference or similar communications
         equipment by means of which all persons participating in the meeting
         can hear each other and participation in a meeting pursuant to this
         Article shall constitute presence in person at the meeting.

                                   ARTICLE 12
                                SUPERVISORY BOARD
                                -----------------

1)       The Supervisory Board of the Company shall consist of five members. He
         members of the Supervisory Board shall be elected and recalled by the
         General Meeting.

2)       If the number of the Company's employees reaches 50 at the time of
         election, the Supervisory Board shall consist of six (6) members, one
         third of which shall be elected by the Company's employees.

3)       The authority and power of the Supervisory Board of the Company shall
         be limited to the minimum required under the law, as such law may be
         amended or otherwise modified from time to time.

4)       Any decisions of the Supervisory Board shall be made by majority vote
         of all Supervisory Board members.

                                   ARTICLE 13
                           MANAGEMENT AND ORGANIZATION
                           ---------------------------

1)       The General Director shall be responsible for the management and
         supervision of the day to day activities of the Company. General
         Director shall report to the Board of Directors and shall be
         responsible for the implementation of the business plan, the budget,
         and the policies of the Company, and for supervision of the other
         managers and employees of the Company.

2)       The Financial Director shall report to the General Director and shall
         be responsible for maintaining the books and accounts of the Company,
         accounting controls and internal

                                      9

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         audit processes, preparation of financial and operational statements,
         and treasury functions. The Finance Director shall be responsible for
         preparation of the budgets and, in coordination with the other
         managers, shall be responsible for procurement procedures and
         practices, and shall participate in the development of the Company's
         business plans, strategies and policies..

3)       The other managers shall have such functions, responsibilities and
         authority as shall be set forth in the business plan from time to time
         or as may otherwise be assigned to them from time to time by the Board
         of Directors.

         CHAPTER 5 - INCREASE AND DECREASE IN REGISTERED SHARE CAPITAL

                                   ARTICLE 14
                       INCREASE OF THE REGISTERED CAPITAL
                       ----------------------------------

The manner of increasing the share capital of the Company shall be governed by
the rules set out in the Commercial Code and in an agreement between the
shareholders.

                                   ARTICLE 15
                       REDUCTION OF THE REGISTERED CAPITAL
                       -----------------------------------

The manner of reducing the share capital of the Company shall be governed by the
rules set out in the Commercial Code and in an agreement between the
shareholders.

                         CHAPTER 6 - ACCOUNTING MATTERS

                                   ARTICLE 16
                                 FINANCIAL YEAR
                                 --------------

The financial year of the Company shall be the calendar year beginning on 1st
January of each year and ending on 31st December of the same year.

                                   ARTICLE 17
                            ANNUAL FINANCIAL ACCOUNT
                            ------------------------

1)       The Financial Director shall ensure that the Company's accounts and
         records shall be properly kept. The consolidated financial statements
         of the Company shall be prepared in accordance with Slovak accounting
         rules and Slovak law and international generally accepted accounting
         principles and audited in accordance with these principles. The annual
         audited consolidated financial statements of the Company accompanied
         by the statement of the Supervisory Board shall be submitted for
         approval to the General Meeting.

                                      10

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2)       Budgets of the Company shall be prepared in accordance with Slovak
         accounting rules and Slovak law.

3)       Management decisions shall be based on the budgets and consolidated
         financial statements prepared in accordance with this Article 17.
         Decisions regarding distribution of profit and payment of dividends
         shall be based on the annual financial statements prepared in
         accordance with Slovak accounting rules and Slovak law.

4)       In addition the Company shall provide for all shareholders annual
         consolidated financial statements prepared and audited in accordance
         with the Slovak as well as international generally accepted accounting
         principles.

                                   ARTICLE 18
                              FUNDS OF THE COMPANY
                              --------------------

1)       Upon it's foundation, the Company created the reserve fund in the
         amount of SK 14,257,960 (fourteen million two hundred and fifty-seven
         thousand nine hundred sixty Slovak crowns) and supplements the reserve
         fund from net profits shown in the financial statement for the
         respective year. The reserve fund is annually supplemented with 5 per
         cent of the net profit, until it reaches the amount equal to 20 per
         cent of the share capital.

2)       A social fund in the amount determined in compliance with applicable
         Slovak law shall be created upon the Company's foundation. For as long
         as required by applicable legal regulations, the Company shall
         supplement the Social Fund by the compulsory allocations in the manner
         and amount prescribed by applicable law.

3)       The Company may create additional funds based on a decision of the
         General Meeting. The Board of Directors of the Company shall decide
         on the use of such funds.

                                   ARTICLE 19
                             DISTRIBUTION OF PROFITS
                             -----------------------

1)       After the fulfillment of tax obligations in accordance with Slovak law,
         the Company shall use its profit for obligatory and other allocations
         to Company Funds, for investments in development plans and for other
         purposes approved by the General Meeting, and for payment of dividends
         to shareholders and for royalties of members of the Board of Directors
         and members of the Supervisory Board.

2)       Distribution of the profits of the Company shall be determined by the
         General Meeting. Provided that the Company has made, in accordance with
         Slovak law and Slovak accounting rules, a profit in respect of any
         year, dividends shall be payable in accordance with the terms of
         Article 4. When dividends are payable, the Board of Directors shall
         submit a proposal regarding the distribution of profits to the General
         Meeting. The Supervisory Board shall review and comment to the General
         Meeting on such proposal. The distribution of profits shall, in all
         cases, respect the legal requirements in respect of reserve funds.

                                      11

<PAGE>

                      CHAPTER 7 - WINDING UP OF THE COMPANY

                                   ARTICLE 20
                            WINDING UP OF THE COMPANY
                            -------------------------

Any decision in respect of a winding-up of the Company shall be made only by the
General Meeting with the majority indicated above. The Company may be dissolved
with liquidation or without liquidation.

             CHAPTER 8 - ACTING AND SIGNING ON BEHALF OF THE COMPANY

                                   ARTICLE 21
                   ACTING AND SIGNING ON BEHALF OF THE COMPANY
                   -------------------------------------------

1)       The Board of Directors, as Company's statutory body, registered in the
         Commercial Register, acts on behalf of the Company. The Chairman of the
         Board of Directors and the Vice Chairman of the Board of Directors
         shall be authorized to act jointly on behalf of the Board of Directors.

2)       The Chairman of the Board of Directors and Vice Chairman of the Board
         of Directors shall be authorized to sign on behalf of the Company in
         all matters; provided however, that signatures of both shall be
         required to bind the Company.

3)       Signing on behalf of the Company shall be performed by attaching of a
         signature of a signing person together with such person's title and the
         Company's stamp to the printed or written name of the Company.

                         CHAPTER 9 - GENERAL REGULATIONS

                                   ARTICLE 22
                               BAN ON COMPETITION
                               ------------------

1)       The provision of Section 196 of the Commercial Code, concerning the ban
         on competition, shall apply to all members of the Board of Directors,
         Supervisory Board, the General Director and all managers directly
         reporting to the General Director.

2)       Any transaction between the Company and one of its shareholders, or
         affiliate of a shareholder, shall require the written prior consent of
         the other shareholders.


                                      12

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                                   ARTICLE 23
                                  SEVERABILITY
                                  ------------

The invalidity or incompatibility with law of any provision of these Articles of
Association shall not affect the enforceability or validity of the rest of these
Articles.

                                   ARTICLE 24
                   AMENDMENTS AND SUPPLEMENTS TO THE ARTICLES
                   ------------------------------------------

Any amendments or supplements to these Articles of Association shall be made in
writing as approved by a decision of the General Meeting, adopted in accordance
with provisions of these Articles.

                                   ARTICLE 25
                     ARBITRATION AND JURISDICTION OF COURTS
                     --------------------------------------

1)       Any claim or dispute arising out of or relating to these Articles of
         Association, including any question concerning its existence, validity,
         termination or interpretation, except of such claims or disputes which
         are in accordance with the Slovak law in the exclusive jurisdiction of
         Slovak courts of general jurisdiction, shall be finally settled by
         arbitration in accordance with the UNCITRAL Arbitration Rules as in
         effect on the date of this Agreement, except that in the event of any
         conflict between those Rules and the arbitration provisions of these
         Articles of Association, the provisions of these Articles of
         Association shall prevail.

2)       The London Court of International Arbitration shall be the Appointing
         Authority.

3)       The number of arbitrators shall be three, unless the shareholders agree
         that the dispute shall be resolved by a sole arbitrator.

4)       Each shareholder shall appoint one arbitrator. If within thirty days
         after receipt of the claimant's notification of the appointment of an
         arbitrator the respondent has not notified the claimant of the name of
         the arbitrator appointed by the respondent, the second arbitrator shall
         be appointed, upon request by the claimant, by the Appointing
         Authority.

5)       The two arbitrators thus appointed shall choose the third arbitrator
         who shall act as the presiding arbitrator of the tribunal. If within
         thirty days after the appointment of the second arbitrator, the two
         arbitrators have not agreed upon the choice of the presiding
         arbitrator, then at the request of either shareholder the presiding
         arbitrator shall be appointed by the Appointing Authority in accordance
         with the following procedure:

         a)       The Appointing Authority shall submit to both shareholders an
                  identical list consisting of the names of all of the persons
                  listed on its then existing joint panel of presiding
                  arbitrators.

         b)       Within fifteen days after receipt of this list, each
                  shareholder may return the list to the Appointing Authority,
                  having deleted the names to which that shareholder

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<PAGE>

                  objects, but not more than one-half on the names on the list,
                  and having numbered the remaining names of the list in the
                  order of preference.

         c)       After expiration of the above period of time, the Appointing
                  Authority shall appoint the presiding arbitrator from among
                  the names not deleted on the lists returned to in and in
                  accordance with the order of preference indicated by the
                  shareholders.

         d)       Should no joint panels then be available, or if all persons
                  remaining on the lists after deletion of names by the
                  shareholders are unwilling or unable to act as presiding
                  arbitrator, the Appointing Authority shall appoint as
                  presiding arbitrator a person not on the joint panel who shall
                  be of a nationality other than Slovak or United States. In
                  making the appointment, the Appointing Authority shall follow
                  the list procedure set forth in Article 6.3 of the UNCITRAL
                  Arbitration Rules, except that it shall submit a list
                  containing at least ten names chosen by it.

6)       The presiding arbitrator shall deliver to the Appointing Authority an
         original, signed award and documents reflecting service of copies on
         the shareholders, to be kept confidentially in safe custody.

7)       The language of the arbitration shall be English.

8)       The reasoned decision and award of the arbitrators shall be final and
         conclusive and shall be binding on the shareholders. Any award rendered
         by the arbitrators may be enforced by any court of competent
         jurisdiction.

9)       The shareholders agree to exclude any right of application or appeal to
         any court in connection with any question of law arising in the course
         of the arbitration proceedings or out of the award.

10)      The place of the arbitration shall be Vienna, Austria.

11)      Each shareholder waives any right that it may have, to require the
         exhaustion of local administrative or judicial remedies as a condition
         of any proceedings being brought or arbitration being commenced under
         these Articles of Association by any other shareholder.

                                   ARTICLE 26
                                 EFFECTIVE DATE
                                 --------------

These Articles of Association shall be effective upon their approval by the
shareholders.

Approved by the shareholders on this October 19, 2001.

                                      14

<PAGE>

<TABLE>
shareholder Slovenske telekomunikacie, a.s.:        shareholder Atlantic West B.V.:

     <S>                                            <C>
     ----------------------------------------         --------------------------------------
     Slovenske telekomunikacie, a.s.                         Atlantic West B.V.
     Ing. Ladislav Mikus                                    Dr. Rahul N. Saxena
     based on a power of attorney                        based on a power of attorney

                                                      --------------------------------------
                                                               Atlantic West B.V.
                                                                Robert L. Lewis
                                                        based on a power of attorney

     ----------------------------------------         --------------------------------------
              Ing. Ladislav Mikus                              JUDr. Jan Pitonak
          Chairman of the General Meeting             Recorder of the Minutes of the Meeting

     ----------------------------------------         --------------------------------------
                    Jozef Barta                                JUDr. Rastislav Luby
       Verifier of the Minutes of the Meeting         Verifier of the Minutes of the Meeting

     ----------------------------------------         --------------------------------------
               JUDr. Martin Magda                             Mgr. L'uboslav Kohut
                   Scrutineer                                       Scrutineer
</TABLE>

                                      15