Extraordinary General Meeting - December 20, 2005

Magyar Telekom Ltd. Board of Directors convened the Company’s Extraordinary General Meeting to take place at 11.00 a.m., on December 20, 2005

Time of the General Meeting 11.00 a.m., on December 20, 2005
Venue of the General Meeting Magyar Telekom Headquarters, Tölösi Conference Center Budapest I., Krisztina krt. 55.
   
General Meeting Agenda:
1. Informative for the shareholders on the open issues, raised in connection with the merger of the Company and T-Mobile Hungary Ltd. (merging companies)
2. Decision on the declaration of the independent auditor regarding the draft asset balances- and asset inventories of the merging companies as well as the draft asset balance and asset inventory of the legal successor company, the exchange ratio of the shares, in addition to the auditor’s declaration on the draft Merger Agreement as well as the written report of the Board of Directors and the auditor’s statement that the planned merger will not risk the satisfaction of creditors’ claims towards the company.
3. Decision of the Supervisory Board’s opinion on the draft asset balances and asset inventories of the merging companies as well as the draft asset balance and asset inventory of the legal successor company
4. Approval of the written report of the Board of Directors on the merger
5. Decision on the amount of the asset proportion payable for shareholders who do not wish to enter the legal successor company in addition to the relevant settlement process
6. Decision on the draft merger asset balance and asset inventory of Magyar Telekom Ltd.
7. Final registry of shareholders not wishing to enter the legal successor company
8. Counting those shareholders who do not wish to enter the legal successor company
9. Decision on the draft merger asset balance and asset inventory of the legal successor company
10. Decision on the merger, approval of the Merger Agreement
11. Decision on the members of the Board of Directors and the Supervisory Board of the legal successor company
12. Decision on the amendment of the Articles of Association of the legal successor company
13. Miscellaneous