Investor Releases

Notice of Annual General Meeting

March 26, 2002

Announcement from Matáv, Hungary's leading telecommunications company.

The Board of Directors of the Hungarian Telecommunications Company Ltd. (headquarters: 1013 Budapest, Krisztina krt. 55)

hereby notifies Shareholders that the Company

will hold its Annual General Meeting at 11.00 a.m. on April 26, 2002

Place of the General Meeting:

Tölösi Conference Center, Headquarters of Matáv , Budapest I., Krisztina krt. 55.

Agenda of the Annual General Meeting:

1. Report of the Board of Directors on the management of the Company, the business policy of the Matáv Group, report on the business operations and the financial situation of the Matáv Group in 2001 required by the Accounting Act to be prepared

2. Report of the Board of Directors on the business operations of the Company in 2001, presentation of the proposal of the Supervisory Board and the Auditor

3. Proposal of the Board of Directors for the use of the 2001 income after tax

4. Election of the Members of the Board of Directors

5. Election of the Members of the Supervisory Board

6. Election of the Auditor, determination of his remuneration

7. Decision on the implementation of the new share option program of Matáv Group

8. Modification of the Articles of Association of Matáv Rt.9. Purchasing own shares

9. Purchasing own shares

10. Miscellaneous

Conditions for participation and exercising voting rights at the General Meeting

Shareholders May exercise the shareholder's rights at the General Meeting either in person or through a duly authorized proxy. The authorization shall be set forth in a public instrument or a private document of full probative force. The authorization shall be presented to the representative of the Board of Directors prior to the commencement of the General Meeting. The proxy of the shareholder May act on behalf of the shareholder pursuant to Act CXX of 2001 (Capital Markets Act).

The condition of exercising the voting right at the General Meeting is that the shareholder or the duly authorized proxy of the shareholder is registered in the Stock Registers Department of KELER Rt. (1075 Budapest, Asbóth u. 9-11. Tel: 269-6550/300, 301) at least six (6) working days (at the latest by April 18, 2002) prior to the General Meeting.

Those shareholders whose shares are deposited are kindly asked to notify the administrator of the deposit in writing ' in order to avoid possible misunderstandings - upon their wish to participate the General Meeting by April 16, 2002

We wish to remind our shareholders that the registration will take place from 9.00 a.m. to 10.30. a.m. In the case of registration after the above indicated period the Company May not be held liable if the shareholder (or the proxy) misses part of the General Meeting due to late registry.

If the General Meeting does not have a quorum, the Board of Directors convokes the repeated General Meeting to April 27, 2002 at 11 a.m. with the same agenda at the above specified place.

Hungarian Telecommunications Company Ltd. Board of Directors Ltd.

Announcement on the place where the documents of the General Meeting can be reviewed

We hereby further notice our kind shareholders that the documents (submissions, draft resolutions) of the annual General Meeting of the Company taking place on April 26, 2002 are available in writing for revision from March 26, 2002 at the administration office of KELER Rt. (1075 Budapest, Asbóth str. 9-11) between 9.00 a.m.and 3.00 p.m. and at the place of the General Meeting from the commencement of the registration (on April 26, 2002 from 9.00 a.m.).