Investor Releases

April 27, 2001

No. 1/2001 (04 27)

The General Meeting agrees to that the proceedings of the Meeting shall be recorded on tape.

No. 2/2001 (04 27)

The General Meeting elects Dr. Tibor Székelyhídi Keeper of the Minutes in addition to electing Dr. Reinhold Echter, representative of MagyarCom, authenticator of the Minutes.

No. 3/2001 (04 27)

The General Meeting approves the agenda of the Meeting as follows:

• Board of Directors Report on the management and business policy of Matáv Group, statement on the Y2000 performance and financial status of Matáv Group in compliance with the Accounting Law
• Board of Directors Report on the Company’s performance in 2000
• Proposal by the Board of Directors for the use of Y2000 Net Income
• Election of Members on the Board of Directors
• Election of Members of the Supervisory Board
• Determining remuneration for Members on the Board of Directors and the Supervisory Board
• Amendment to the Articles of Association of MATÁV Ltd.
• Approval of the Supervisory Board’s Rules of Procedure
• Miscellaneous

No. 4/2001 (04 27)

The General Meeting approves the 2000 Consolidated Annual Report of MATÁV Group prepared according to Hungarian Accounting Rules (HAR), including balance sheet total assets of HUF 770,869,709,000 and balance sheet net income of HUF 68,316,608,000 (before the deduction of HUF 18,329,012,000 due to be disbursed for minority shareholders).

No. 5/2000 (04 27)

The General Meeting approves the 2000 Annual Report of the Company prepared according to Hungarian Accounting Rules (HAR), including balance sheet total assets of HUF 599,347,662,000, and balance sheet profits of HUF 30,198,039,000.

No. 6/2001 (04 27)

In accordance with the submission of the Board of Directors, the Annual General Meeting resolves to disburse HUF 10.00 dividend per each share of HUF 100 face value to the owners from the Y2000 revenues. After the deduction of HUF 10,379,117,000 to be disbursed as dividends from the after-tax profits, the Company shall allocate the remaining amount of HUF 30,198,039,000 as profit reserves. The Annual General Meeting resolves that June 1st, 2001 shall be the first day of disbursement of dividends. On May 15th, 2001, the Board of Directors of MATÁV Ltd. shall publish a detailed announcement on the order of the disbursement of dividends in the following newspapers: Magyar Hírlap, Népszabadság, Világgazdaság, and Magyar Tőkepiac. The Annual General Meeting resolves that in compliance with MATÁV Ltd.’s assignment, KELER Ltd. (Budapest, VII., Asbóth u. 9-11.) shall disburse dividends claimed within the 30 days term for disbursement of dividends in addition to the dividends claimed after the expiration of this 30 days term.

No. 7/2001 (04 27)

The General Meeting hereby elects Mr. Gyula Gansperger as Member of MATÁV Ltd.'s Board of Directors to exercise the rights related to the Series „B”share in MATÁV Ltd.'s Board of Directors from this day until the date of the Annual General Meeting concluding the business year of 2001

No. 8/2001 (04 27)

The General meeting hereby elects Mr. Elek Straub as Member of MATÁV Ltd.'s Board of Directors to serve from this day until the date of the Annual General Meeting concluding the business year of 2001

No. 9/2001 (04 27)

The General Meeting hereby elects Mr. Detlev Buchal as Member of MATÁV Ltd. 's Board of Directors to serve from this day till the date of the Annual General Meeting concluding the business year of 2001

No. 10/2001 (04 27)

The General Meeting hereby elects Mr. Christoph M. Baldus as Member of MATÁV Ltd.'s Board of Directors to serve from this date until the date of the annual General Meeting concluding the business year of 2001

No. 11/2001 (04 27)

The General Meeting hereby elects Mr. Fridbert Gerlach as Member of MATÁV Ltd.'s Board of Directors to serve from this day until the date of the Annual General Meeting concluding the business year of 2001

No. 12/2001 (04 27)

The General Meeting hereby elects Mr. Franz X. Hiergeist as Member of MATÁV Ltd.'s Board of Directors to serve from this day until the date of the Annual General Meeting concluding the business year of 2001

No. 13/2001 (04 27)

The General Meeting hereby elects Dr. Klaus Hartmann as Member of MATÁV Ltd.'s Board of Directors to serve from this day until the date of the Annual General Meeting concluding the business year of 2001

No. 14/2001 (04 27)

The General Meeting hereby elects Dr. Mihály Patai as Member of MATÁV Ltd.'s Board of Directors to serve from this day until the date of the Annual General Meeting concluding the business year of 2001

No. 15/2001 (04 27)

The General Meeting hereby elects Dr. Sándor Csányi as Member of MATÁV Ltd.'s Board of Directors to serve from this day until the date of the Annual General Meeting concluding the business year of 2001

No. 16/2001 (04 27)

The General Meeting hereby elects Mr. József Szabó as Member of MATÁV Ltd.'s Supervisory Board to serve from this day until the date of the Annual General Meeting concluding the business year of 2001

No. 17/2001 (04 27)

The General Meeting hereby elects Mr. György Varju as Member of MATÁV Ltd.'s Supervisory Board to serve from this day until the date of the Annual General Meeting concluding the business year of 2001

No. 18/2001 (04 27)

The General Meeting hereby elects Mr. Péter Vermes as Member of MATÁV Ltd.'s Supervisory Board to serve from this day until the date of the Annual General Meeting concluding the business year of 2001

No. 19/2001 (04 27)

The General Meeting hereby elects Dr. Gábor Germus as Member of MATÁV Ltd.'s Supervisory Board to serve from this day until the date of the Annual General Meeting concluding the business year of 2001, and exercise the rights related to the Series „B”share.

No. 20/2001 (04 27)

The General Meeting hereby elects Mr. Hans Albert Aukes as Member of MATÁV Ltd.'s Supervisory Board to serve from this day until the date of the Annual General Meeting concluding the business year of 2001

No. 21/2001 (04 27)

The General Meeting hereby elects Dr. Manfred Balz as Member of MATÁV Ltd.'s Supervisory Board to serve from this day until the date of the Annual General Meeting concluding the business year of 2001

No. 22/2001 (04 27)

The General Meeting hereby elects Mr. Dieter Cazzonelli as Member of MATÁV Ltd.'s Supervisory Board to serve from this day until the date of the Annual General Meeting concluding the business year of 2001

No. 23/2001 (04 27)

The General Meeting hereby elects Mr. Joachim Kregel as Member of MATÁV Ltd.'s Supervisory Board to serve from this day until the date of the Annual General Meeting concluding the business year of 2001

No. 24/2001 (04 27)

The General Meeting hereby elects Dr. László Pap as Member of MATÁV Ltd.'s Supervisory Board to serve from this day until the date of the Annual General Meeting concluding the business year of 2001

No. 25/2001 (04 27)

The General Meeting hereby resolves that the remuneration of the Chairman and the Members of the Board of Directors, and the Chairman and the Members of the Supervisory Board shall remain as determined in the AGM Resolutions No. 40/1998 (04 28) and 48/1998 (04 28), respectively.

No. 26/2001 (04 27)

The General Meeting approves the amendment to Section 1.4. of the Articles of Association indicated in the Annex No. 1 to the Minutes herein.

No. 27/2001 (04 27)

The General Meeting approves the amendment to Section 2.4.1. of the Articles of Association indicated in the Annex No. 1 to the Minutes herein.

No. 28/2001 (04 27)

The General Meeting approves the amendment to Section 2.6.3. of the Articles of Association indicated in the Annex No. 1 to the Minutes herein.

No. 29/2001 (04 27)

The General Meeting approves the amendment to Section 2.8. of the Articles of Association indicated in the Annex No. 1 to the Minutes herein.

No. 30/2001 (04 27)

The General Meeting approves the amendment to Subsection a) of Section 3.6. of the Articles of Association indicated in the Annex No. 1 to the Minutes herein.

No. 31/2001 (04 27)

The General Meeting approves the amendment to Section 4.4. of the Articles of Association indicated in the Annex No. 1 to the Minutes herein.

No. 32/2001 (04 27)

The General Meeting approves the amendment to Section 5.3. of the Articles of Association indicated in the Annex No. 1 to the Minutes herein.

No. 33/2001 (04 27)

The General Meeting approves the amendment to Paragraph (1) of Section 10. of the Articles of Association indicated in the Annex No. 1 to the Minutes herein.

No. 34/2001 (04 27)

The General Meeting approves the amended and restated Rules of Procedure of the Supervisory Board of the Hungarian Telecommunications Company Ltd.

Annex No. 1

To the Minutes of the Annual General Meeting of the Hungarian

Telecommunications Company Ltd. held at 11 a.m. on April 27th 2001

1. The list of the plants and branch offices of the Company contained in Section 1.4. will be replaced with the following list:

1.4. Plants, branch offices of the Company

(a) Plants of the Company

Hungarian Telecommunications Company Ltd. Marketing Systems Management Directorate (Marketing Systems Management Directorate)

Hungarian Telecommunications Company Ltd. Product Management Directorate (Product Management Directorate)

Hungarian Telecommunications Company Ltd. IT Directorate (IT Directorate)

Hungarian Telecommunications Company Ltd. PKI Telecommunications Development Institute (PKI Telecommunications Development Institute)

Budapest, Neumann János Krt. 1/G Hungarian

Telecommunications Company Ltd. Residential Business Unit (Residential Business Unit) 1122 Budapest, Maros u. 32.

Hungarian Telecommunications Company Ltd. Multimedia Business Unit (Multimedia Business Unit) 1013 Budapest, Krisztina krt. 32.

HUNGARIAN TELECOMMUNICATIONS COMPANY LTD. NETWORK MANAGEMENT DIRECTORATE (Network Management Directorate) 1082 Budapest, Horváth Mihály tér 17-19.

HUNGARIAN TELECOMMUNICATIONS COMPANY LTD. TECHNICAL SERVICES DIRECTORATE (Technical Services Directorate) 1052 Budapest, Városház u. 18.

HUNGARIAN TELECOMMUNICATIONS COMPANY LTD. CALL CENTER AND INFORMATION SERVICES CENTER (CALL CENTER AND INFORMATION SERVICES CENTER) 1052 Budapest, Városház u. 18.)

Hungarian Telecommunications Company Ltd. Central Investment Directorate (Central Investment Directorate) 1139 Budapest, Petneházy u. 50-52.

Hungarian Telecommunications Company Ltd. Procurement Directorate (Procurement Directorate)

Hungarian Telecommunications Company Ltd. Real Estate Directorate (Real Estate Directorate) 1016 Budapest, Mészáros u. 58/b.

Hungarian Telecommunications Company Ltd. Training Directorate (Training Directorate) 1107 Budapest, Zágrábi u. 1-3.

(b) Branch offices of the Company

Hungarian Telecommunications Company Ltd. Transportation Directorate (Transportation Directorate)

Hungarian Telecommunications Company Ltd. Public Payphone Services Business Unit (Public Payphone Services Business Unit)

Hungarian Telecommunications Company Ltd. Regional Technical Services Center (Regional Technical Services Center) 4026 Debrecen, Bethlen u. 1.

HUNGARIAN TELECOMMUNICATIONS COMPANY LTD. REGIONAL TECHNICAL SERVICES CENTER (Regional Technical Services Center) 3525 Miskolc Régiposta u. 9.

Hungarian Telecommunications Company Ltd. Regional Technical Services Center (Regional Technical Services Center) 9400 Sopron, Széchenyi tér 7-10.

Hungarian Telecommunications Company Ltd. Regional Technical Services Center (Regional Technical Services Center) 7600 Pécs, Jókai u. 10.

2. Section 2.4.1. of the Articles of Association is modified as follows:

The nominal value of each share in the same series of shares shall be the same. Each share certificate shall contain especially

(i) the name and registered seat of the Company,

(ii) the serial number, the series, the par value of the share, a reference to its being a registered share, and the name of its holder,

(iii) the class of the share and the rights attached thereto under the Articles of Association,

(iv) the date of issuance of the share certificate, the issued share capital and the number of outstanding shares of the Company at the time of the issuance,

(v)the signatures of two Members of the Board of Directors,

(vi) the securities code of the share.

3. Section 2.6.3. of the Articles of Association is modified as follows:

No entry in the Shareholders' Register shall be made in the period of 6 (six) business days prior to the General Meeting.

4. Paragraph (1) of Section 2.8. of the Articles of Association is modified as follows:

In the event of destruction, loss or invalidation of the shares, regulatory provisions relating to liquidation of securities shall be followed. In such cases, the Board of Directors May issue appropriate new shares upon the request and at the cost of the shareholder, based on the data of the Shareholders’Register.

5. Indent 2. of Subsection a) of Section 3.6. of the Articles of Association is modified as follows:

Shareholders shall be obliged to pay up the requested amount prior to the expiration of such one year period only if the Board of Directors, acting in accordance with the provisions of these Articles, or the resolution of the General Meeting increasing the capital of the Company, calls upon the shareholders to do so by means of a public announcement. In such cases shareholders shall perform their obligations to pay up the issue price of shares within the applicable deadline set forth in such notice. Any notice issued under this paragraph shall be published by the Company in accordance with these Articles governing the publication of notices and advertisements. The stipulated period for payment shall commence upon the publication of the related notice.

6. Section 4.4. of the Articles of Association is modified as follows:

Shareholders whose names have not been entered into the Shareholders' Register and shareholders who acquired their shares in violation of the restrictions in these Articles pertaining to the transfer and the acquisition of shares shall not be allowed to exercise their rights attached to such shares vis-a-vis the Company.

7. Section.5.3. of the Articles of Association is modified as follows:

Shareholders, or shareholders’proxies shall be entitled to exercise their voting rights at any General Meeting if they have been duly registered as owners of shares or shareholders’representatives in the Shareholders' Register at least 6 (six) business days prior to such General Meeting.

8. Paragraph (1) of Section 10 of the Articles of Association is modified as follows:

The firm shall be bound by the signature of (i) two members of the Board of Directors, or (ii) by a member of the Board of Directors and an employee of the Company authorized for this purpose by two members of the Board of Directors, or (iii) by two employees of the Company authorized for this purpose by two members the Board of Directors. Such authorized signatories shall jointly sign their full names under the stamped, hand-written, typed or printed name of the company in the same way that such signature appears in the signature book of the Company deposited with the Court of Registration.