EQS-AGM: Telekom Austria AG: Invitation to the AGM and agenda

Invitation to the

Annual General Meeting

on June 7, 2023

Telekom Austria Aktiengesellschaft

Company no. 144477t, Commercial Court Vienna

ISIN AT0000720008

We are pleased to invite our shareholders to the Annual General Meeting, which will take place on Monday, June 7, 2023, at 10:00 a.m. (CEST) at the companys seat, A-1020 Vienna, Lassallestraße 9.

On the day of the Annual General Meeting the presentation of the agenda until the general debate can be viewed via live stream from 10:00 a.m. (CEST) on www.a1.group. After the Annual General Meeting, the recording will also be available from approx. 5:00 p.m. (CEST).

Agenda

1. Presentation of the adopted financial statements and the management report as well as the consolidated financial statements including the consolidated management report and the consolidated corporate governance report, the consolidated non-financial report, the proposal for appropriation of the net profit and the Supervisory Board report on the financial year 2022.
2. Resolution on the appropriation of the net profit shown in the financial statements for the financial year 2022.
3. Resolution on the discharge of the members of the Management Board for the financial year 2022.
4. Resolution on the discharge of the members of the Supervisory Board for the financial year 2022.
5. Resolution on the compensation for the members of the Supervisory Board for the financial year 2022.
6. Elections to the Supervisory Board.
7. Election of the auditors of the financial statements and of the consolidated financial statements for the financial year 2023.
8. Resolution on the Remuneration Report 2022.

Shareholder information:

From May 17, 2023 (21 days before the Annual General Meeting) at the latest, the following documents are available at https://www.a1.group:

• consolidated financial statements 2022 and consolidated management report 2022;
• financial statements of the financial year 2022 and management report 2022;
• consolidated corporate governance report 2022;
• consolidated nonfinancial report 2022;
• proposal of the Management Board for the appropriation of the net profit;
• Supervisory Board report for the financial year 2022;
• complete text of this invitation to the Annual General Meeting;
• resolution proposals for the agenda by the Management Board and the Supervisory Board;
• forms for proxy and revocation of proxy;
• statements of the candidates for the election to the Supervisory Board according to Sec 87 para 2 Stock Corporation Act;
• remuneration report 2022.

Additional items to the agenda:

Shareholders whose shares collectively amount to 5% of the share capital can request that items be placed on the agenda and announced. Each item on the agenda must be accompanied by a proposal for a resolution including the reasons (both required in German); in the case of supervisory board elections, the statement of the proposed person in accordance with Sec 87 para 2 Stock Corporation Act takes the place of the reason. The written and signed application must be received by Telekom Austria AG, Investor Relations Department, Lassallestraße 9, 1020 Vienna, by May 17, 2023, 12:00 midnight CEST (21^st day before the Annual General Meeting). The applicants must have held the shares for at least 3 months before submitting the application. This must be proven at the same time as the application by means of a deposit confirmation in accordance with Sec 10a Stock Corporation Act.

Resolution proposals:

Until the end of May 26, 2023 (7^th business day before the Annual General Meeting), shareholders whose shares total 1% of the share capital can submit proposals for resolution to the company on any item on the agenda and request that these proposals be submitted together with the names of the relevant shareholders, the attached reasons and any comments by the Management Board or the Supervisory Board are published on the Company's website. In the case of a proposal for the election of a member of the Supervisory Board, the statement of the proposed person acc. to Sec 87 para 2 Stock Corporation Act takes the place of the reason.

These documents, including proof of shareholder status, are to be provided in the form of a deposit confirmation in accordance with Sec 10a Stock Corporation Act, in text form (by fax to +43 (0) 50 664 9 49040 or by mail to Telekom Austria AG, Investor Relations Department, 1020 Vienna, Lassallestraße 9, or by email to hauptversammlung.2023@a1.group).

The company will publish the proposal no later than on the 2^nd working day after receipt, unless

1. it contains no reasons or the declaration according to Sec 87 para 2 Stock Corporation Act is not provided,

2. it would lead to a resolution by the Annual General Meeting, which is unlawful or in contradiction to the Articles of Association,

3. a similar proposal based on the same circumstances is already made accessible for the shareholders,

4. the proposal qualifies as slander (Sec 111 Austrian Penal Code) or libel (Sec 115 Austrian Penal Code) or the Management Board would become liable to prosecution for making the proposal accessible or

5. the shareholders indicate that they will not attend the Annual General Meeting and will not be represented by anyone.

The reasons do not have to be published on the companys website, if they contain more than 5,000 characters or if the statement fulfils one of the elements in the above-mentioned item 4. If several shareholders deliver resolution proposals for the same item of the agenda, the Management Board may summarize the resolution proposals and their reasons. The resolution proposals including the reasons must be submitted in German.

Deposit confirmation when adding further items on the agenda or when proposing resolutions

As proof of shareholder status, shareholders have to attach a deposit confirmation in accordance with Sec 10a Stock Corporation Act in German or English from the depositary bank with its registered office in a member state of the European Economic Area or in a full member state of the OECD, which must not be older than 7 days at the time of submission to the company. If there are several shareholders who only jointly achieve the required share ownership of 5% or 1% of the share capital, the deposit confirmations for all shareholders must refer to the same point in time (day, time).

Right to submit motions

Every shareholder is entitled to submit motions to any item on the agenda at the Annual General Meeting. Resolution proposals which according to Sec 110 Stock Corporation Act have been published on the company's website shall only be voted on if they are repeated at the Annual General Meeting as proposals for passing a resolution. For a shareholder to propose the election of a member to the Supervisory Board, the timely submission of an election proposal in text form pursuant to Sec 110 Stock Corporation Act, to be accompanied by a statement pursuant to Sec 87 para 2 Stock Corporation Act, is mandatory.

Right to information:

Upon request at the Annual General Meeting, each shareholder shall be granted information about the affairs of the company, if necessary to make possible the correct evaluation of an item on the agenda. The right to information extends to legal and business relations of the company with affiliated companies. The right to information also extends to the status of the group and the companies included in the consolidated financial statements. Information rendered shall comply with the principles of diligent and accurate accountability. The information may be refused if

1. such information according to a reasonable economic evaluation - could be of considerable detriment to the company or to an affiliated company, or

2. providing the information would constitute an offence.

The reason for refusing to provide information must be stated.

Participation, deposit confirmation & proxies:

Only persons who are shareholders at the end of May 28, 2023, 12:00 midnight CEST, (record date) and provide the Company with evidence of their shareholding are entitled to participate in this General Meeting. Proof of shareholder status is to be provided by means of a deposit confirmation in German or English. This deposit confirmation must be issued by the custodian bank which has its registered office in a member state of the European Economic Area or in a full member state of the OECD and shall be received by the company by the 3^rd business day prior to the Annual General Meeting at the latest. Please note that this deadline ends on June 2, 2023.

The deposit confirmations shall be sent to the company

1. in text form according to Sec 16 para 2 of the Articles of Association

             per telefax: +43 (0)1 8900 500 52 or

             per e-mail: anmeldung.telekom@hauptversammlung.at (deposit confirmation by PDF),

2. in written form and duly signed (official company signature) by mail or courier to Telekom Austria AG, c/o HV-Veranstaltungsservice GmbH, Re: Telekom Austria HV, 8242 St. Lorenzen/Wechsel, Köppel 60, Austria, or

           via SWIFT as following: SWIFT GIBAATWGGMS, Message Type MT598 (alternatively 599); please indicate in
           the wording ISIN AT0000720008.

Submitting the deposit confirmation serves at the same time as registration for the Annual General Meeting. The deposit confirmation shall contain the following information:

1. the issuer by reference to name (company name) and address or a code customary in transactions between banks (e.g., BIC code);

2. the shareholder by reference to name (company name) and address, date of birth in case of physical persons and in case of legal persons, if applicable, registry and company registration number under which the legal person is registered in its country of origin;

3. deposit number or, if not available, an alternative identification;

4. number of shares held by the shareholder, ISIN (please indicate in the wording
ISIN AT0000720008);

5. explicit confirmation that the deposit confirmation refers to the record date, which is May 28, 2023, 12:00 midnight (CEST).

Shareholders may nominate representatives. The proxy or the revocation of a proxy may be sent to the company by mail to Telekom Austria AG, c/o HV-Veranstaltungsservice GmbH, Re: Telekom Austria HV, 8242 St. Lorenzen/Wechsel, Köppel 60, Austria, by fax to +43 (0)1 8900 500 52 or by e-mail to anmeldung.telekom@hauptversammlung.at (proxy or revocation of a proxy attached as a PDF-file). The proxy or the revocation of a proxy may also be sent via SWIFT as following: SWIFT GIBAATWGGMS, Message Type MT598 (alternatively 599); please indicate in the wording ISIN AT0000720008.

The proxy or the revocation of the proxy have to be submitted to the company by June 5, 2023, 4:00 p.m. (CEST) on the. Thereafter, the proxy or the revocation must be brought personally for registration to the venue of the Annual General Meeting. For the proxy or its revocation at least text form is required. If the shareholder has granted authority to his custodian bank, it is sufficient if this bank makes an additional statement along with the deposit confirmation that the shareholder has given authority to the bank. In order to facilitate the handling of the proxies we recommend the use of the forms available on our website.

An additional service is available for shareholders: a representative of the Austrian Shareholder Association IVA, Feldmühlgasse 22/4, A-1130 Vienna, will serve as an independent proxy bound to comply with instructions from the shareholder in exercising the shareholders voting rights. On the part of IVA, Florian Beckermann has been named to represent these shareholders. To authorise Florian Beckermann to serve as the proxy, a special proxy form is available for downloading on the website of the Company at https://www.a1.group, which must be received by the Company only at one of the above-mentioned addresses (fax, e-mail, mail, SWIFT). In addition, it is possible for the shareholder to directly contact Florian Beckermann by phone at +43 (0) 1 8763343 30 or by e-mail florian.beckermann@iva.or.at. 

The shareholder is required to precisely instruct Florian Beckermann how he (or a designated authorised sub-representative) has to exercise the shareholders voting rights. We ask our shareholders to send instructions directly to beckermann.telekom@hauptversammlung.at. Florian Beckermann will exercise the voting rights of the shareholder exclusively on the basis of the instructions submitted by the shareholder. The proxy is to be considered invalid if no precise instructions are contained in it. Please note that the proxy does not accept any instructions to speak at the Annual General Meeting, to raise objections against any resolutions, to pose questions or to make proposals at the Annual General Meeting.

To enable smooth access and security procedure to the meeting, we ask the participants to arrive at the venue of Telekom Austria AG, Lassallestraße 9, 1020 Vienna, on time before the Annual General Meeting begins. To identify yourself, please bring along an official photo identification. The issuance of voting cards will start at 9:00 a.m. (CEST).

Please use public transportation (e.g., underground line U1, station Vorgartenstraße).

Information on the data privacy of shareholders:

Telekom Austria AG processes the personal data of shareholders (in particular the information according to Sec 10a para 2 Stock Corporation Act; i.e. name, address, date of birth, number of the securities custody account, number of shares held by the shareholder, type of share if applicable, number of the voting card as well as the e-mail address, the name and date of birth of the designated proxy, if applicable) on the basis of legally valid data privacy regulations, especially the EUs General Data Protection Regulation (GDPR) as well as the Austrian Data Protection Act, in order to enable shareholders to exercise their rights at the Annual General Meeting. The processing of the personal data of shareholders is absolutely necessary for the participation of shareholders and their representatives in the Annual General Meeting pursuant to Austrian Stock Corporation Act. The legal foundation for processing of personal data is Art 6 para 1 lit c GDPR. According to Art 4 lit 7 GDPR Telekom Austria AG is controller of the processing of personal data. Telekom Austria AG uses external service companies such as notaries public, lawyers and banks for the purpose of holding the Annual General Meeting. They only receive the personal data from Telekom Austria AG which is required to carry out the contracted service, and exclusively process data in accordance with the instructions provided by Telekom Austria AG. If legally required, Telekom Austria AG has concluded data privacy agreements with these service companies.

Participating shareholders and their representatives must be included in the legally required list of participants (Sec 117 Stock Corporation Act). Other shareholders or their representatives, the members of the Management Board and Supervisory Board, the notary public and all other persons with a statutory right of participation may study this directory and thereby also see the personal data mentioned therein (including name, place of residence, number of shares). Telekom Austria AG is also legally obliged to submit personal shareholder data (especially the list pf participants) to the Commercial Register as part of the notarial record (Sec 120 Stock Corporation Act).

Please find further information regarding the data privacy policy of Telekom Austria AG on our website via the following link: https://www.a1.group/en/meta/privacy

Total number of shares and voting rights at time of invitation:

The share capital of the company amounts to EUR 1,449,274,500 and is divided into 664,500,000 no par value bearer shares. Every share grants the right to one vote. At the time of this invitation, the company holds 415,159 treasury shares without entitlement to vote. At the time of this invitation, the total number of shares entitling to participation and the right to vote amounts to 664,084,841.

Further information regarding the election of members of the Supervisory Board:

Sec 8 para 1 of the Articles of Association of Telekom Austria AG provides for the possibility of an election of up to ten members of the Supervisory Board to be elected by the Annual General Meeting. Six men and four women elected represent the shareholders in the Supervisory Board.

The shareholder representatives of the Supervisory Board disagreed towards the Chair with the overall fulfillment of the gender quota according to Sec 86 para 9 Stock Corporation Act. The minimum quota pursuant to Sec 86 para 7 Stock Corporation Act (minimum of 30% female members) with regard to the shareholder representatives is currently fulfilled. The terms of three female as well as three male Supervisory Board members expire.

Paying Agent: UniCredit Bank Austria AG.

For further information please visit our website at https://www.a1.group.

Vienna, May 5, 2023 

The Management Board

International Securities Identification Number (ISIN)

AT 0000720008