Investor Releases

April 29, 2003

Announcement of Matáv, the leading telecommunications service provider of Hungary

RESOLUTIONs of the Annual General Meeting of Matáv held on April 25, 2003, at 11.00 a.m.

RESOLUTION No. 1/2003 (04 25)

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

The resolution was approved by the General Meeting with 624 641 226 affirmative and 1000 negative votes with 2610 abstentions.

RESOLUTION No. 2/2003 (04 25)

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

The resolution was approved by the General Meeting with 628 235 954 affirmative and 200 negative votes with 7980 abstentions.

RESOLUTION No. 3/2003 (04 25)

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

1. Report of the Board of Directors on the management of the Company, the business policy of Matáv Group and report on the business operations and the financial situation of Matáv Group in 2002 according to the requirements of the Accounting Act.

2. Report of the Board of Directors on the business operations of the Company in 2002, presentation of the proposal of the Supervisory Board and the Auditor

3. Proposal of the Board of Directors for the use of the profit after tax earned in 2002

4. Election of Members on the Board of Directors

5. Election of Members of the Supervisory Board

6. Determination of the remuneration of the members of the Board of Directors and Supervisory Board

7. Modification of the Articles of Association of Matáv Rt..

8. Approval of the Rules of Procedure of the Supervisory Board

9. Proposal of the majority shareholder for the revision of the decision on the second stage of the Matáv Share Option Plan

10. Miscellaneous

The resolution was approved by the General Meeting with 628 324 037 affirmative and 210 negative votes with 7420 abstentions.

RESOLUTION No. 4/2003 (04 25)

The General Meeting approves the 2002 Consolidated Annual Report of Matáv Group prepared according to Hungarian Accounting Rules (HAR), including

balance sheet total assets of HUF 1,071,916,000 thousand and

balance sheet net income of HUF 68,753,000 thousand

(before the deduction of HUF 13,559,000 thousand due to be

disbursed for minority shareholders).

The resolution was approved by the General Meeting with 628 326 767 affirmative and 5 negative votes with 5 abstentions..

RESOLUTION No. 5/2003 (04 25)

The General Meeting approves the 2002 Annual Report of the Company prepared according to Hungarian Accounting Rules (HAR), including

balance sheet total assets of HUF 942,645,000 thousand and

balance sheet profits of HUF 25,917,000 thousand.

The resolution was approved by the General Meeting with 628 326 442 affirmative and 0 negative votes with 15 abstentions.

RESOLUTION No. 6/2003 (04 25)

The Annual General Meeting resolves to disburse HUF 18.- dividend per each share of HUF 100 face value to the owners from the Y2002 revenues. After the deduction of HUF 18,682,410,600 to be disbursed as dividends from the after-tax profits, the Company shall allocate the remaining amount of HUF 7,235,099,767 as profit reserves.

June 3rd, 2003 shall be the first day of disbursement of dividends.

On May 12th, 2003, 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, Világgazdaság, and Magyar Tokepiac.

In compliance with Matáv Ltd.’s assignment, KELER Ltd. shall disburse dividends claimed after the 30 days term for disbursement of dividend expires.

The resolution was approved by the General Meeting with 628 273 772 affirmative and 53 000 negative votes with 5 abstentions.

RESOLUTION No. 7/2003 (04 25)

The General Meeting hereby elects Dr. István Földesi 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 2003

The resolution was approved by the General Meeting with 50 624 553 844 affirmative and 59 560 negative votes with 3 718 513 abstentions.

RESOLUTION No. 8/2003 (04 25)

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 2003

The resolution was approved by the General Meeting with 624 554 944 affirmative and 58 560 negative votes with 3 718 508 abstentions.

RESOLUTION No. 9/2003 (04 25)

The General Meeting hereby elects Mr. Horst Hermann 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 2003

The resolution was approved by the General Meeting with 624 559 744 affirmative and 53 000 negative votes with 3 719 068 abstentions.

RESOLUTION No. 10/2003 (04 25)

The General Meeting hereby elects Dr. Ralph Rentschler 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 2003

The resolution was approved by the General Meeting with 624 554 383 affirmative and 53 560 negative votes with 3 718 509 abstentions.

RESOLUTION No. 11/2003 (04 25)

The General Meeting hereby elects Mr. Jan Geldmacher 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 2003

The resolution was approved by the General Meeting with 624 554 943 affirmative and 53 000 negative votes with 3 718 509 abstentions.

RESOLUTION No. 12/2003 (04 25)

The General Meeting hereby elects Mr. Michael Günther 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 2003

The resolution was approved by the General Meeting with 624 554 383 affirmative and 53 560 negative votes with 3 718 509 abstentions.

RESOLUTION No. 13/2003 (04 25)

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 2003

The resolution was approved by the General Meeting with 624 560 303 affirmative and 53 560 negative votes with 3 718 509 abstentions.

RESOLUTION No. 14/2003 (04 25)

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 2003

The resolution was approved by the General Meeting with 622 029 273 affirmative and 6 570 negative votes with 6 295 969 abstentions.

RESOLUTION No. 15/2003 (04 25)

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 2003

The resolution was approved by the General Meeting with 622 028 343 affirmative and 7 505 negative votes with 6 295 969 abstentions.

RESOLUTION No. 16/2003 (04 25)

The General Meeting hereby elects Mr. Attila Csizmadia 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 2003, and exercise the rights related to the Series "B"share.

The resolution was approved by the General Meeting with 50 624 612 214 affirmative and 1 000 negative votes with 3 718 503 abstentions.

RESOLUTION No. 17/2003 (04 25)

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 2003

The resolution was approved by the General Meeting with 624 607 854 affirmative and 0 negative votes with 3 718 503 abstentions.

RESOLUTION No. 18/2003 (04 25)

The General Meeting hereby elects Mr. Gellért Kadlót 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 2003

The resolution was approved by the General Meeting with 621 445 905 affirmative and 0 negative votes with 3 718 498 abstentions.

RESOLUTION No. 19/2003 (04 25)

The General Meeting hereby elects Mr. Géza Böhm 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 2003

The resolution was approved by the General Meeting with 624 607 954 affirmative and 0 negative votes with 3 718 498 abstentions.

RESOLUTION No. 20/2003 (04 25)

The General Meeting hereby elects Dr. Klaus Nitschke 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 2003

The resolution was approved by the General Meeting with 624 606 743 affirmative and 1 210 negative votes with 3 718 499 abstentions.

RESOLUTION No. 21/2003 (04 25)

The General Meeting hereby elects Mr. Wolfgang Hauptmann 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 2003

The resolution was approved by the General Meeting with 624 606 183 affirmative and 6 570 negative votes with 3 718 498 abstentions.

RESOLUTION No. 22/2003 (04 25)

The General Meeting hereby elects Mr. Arne Freund 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 2003

The resolution was approved by the General Meeting with 624 607 383 affirmative and 570 negative votes with 3 718 499 abstentions.

RESOLUTION No. 23/2003 (04 25)

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 2003

The resolution was approved by the General Meeting with 624 606 183 affirmative and 1 211 negative votes with 3 719 058 abstentions.

RESOLUTION No. 24/2003 (04 25)

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 2003

The resolution was approved by the General Meeting with 622 035 833 affirmative and 0 negative votes with 6 295 969 abstentions.

RESOLUTION No. 25/2003 (04 25)

The General Meeting dismisses with dissentient votes the shareholder’s proposal to provide the remuneration of the Members of the Board of Directors in shares instead of HUF according to the below scheme:

In case of the Chairman of the Board of Directors: 300 pieces of shares each with a nominal value of 100 HUF

In case of the Members of the Board of Directors: 200 pieces of shares each with a nominal value of 100 HUF

The resolution was made by the General Meeting with 3 688 796 affirmative and 618 339 227 negative votes with 6 298 264 abstentions.

RESOLUTION No. 26/2003 (04 25)

- The General Meeting determines the remuneration of senior officers and SB Members at Matáv Rt. with the effect of May 1st 2003 as follows:

The Chairman of the Board of Directors HUF 273,000 per month

The Members of the Board of Directors HUF 182,000 per month

The Chairman of the Supervisory Board HUF 224,000 per month

The Members of the Supervisory Board HUF 147,000 per month

The resolution was approved by the General Meeting with 620 867 153 affirmative and 53 960 negative votes with 7 450 344 abstentions.

RESOLUTION No. 27/2002 (04 25)

The list of “Other activities"in Article 1.6.2 , Section 2 “Scope of activities"of the proposed modification included in the Annex of the submission related to the Articles of Association is completed as follows:

“67.13 ’3 Activities auxiliary to financial intermediation n.e.c."

The resolution was approved by the General Meeting with 618 342 392 affirmative and 560 negative votes with 6 296 489 abstentions.

RESOLUTION No. 28/2002 (04 25)

The General Meeting adopts the amendments of the Articles of Association according to the Annex.

The resolution was approved by the General Meeting with 624 606 454 affirmative and 0 negative votes with 3 718 508 abstentions.

RESOLUTION No. 29/2003 (04 25)

The General Meeting adopts the restated and amended Rules of Procedure of the Supervisory Board.

The resolution was approved by the General Meeting with 624 607 223 affirmative and 460 negative votes with 3 718 498 abstentions.

RESOLUTION No. 30/2003 (04 25)

The General Meeting hereby modifies the conditions of the Stock Option Plan introduced on the basis of Resolution No 27/2002 (IV. 26.) of the General Meeting, as follows:

1. The second stage of the MSOP due July 1st 2003 will be canceled. The other conditions of the Plan remain effective.

2. The Annual General Meeting empowers the Board of Directors to make all necessary amendments in the Terms and Conditions of the MSOP in compliance with the aforementioned principles. The General Meeting hereby instructs the Board of Directors to take all the necessary measures in order to implement the above mentioned resolutions.

The resolution was approved by the General Meeting with 621 300 526 affirmative and 3 217 210 negative votes with 3 806 266 abstentions.

Annex to Resolution No. 28/2003(IV.25.)

1. Article 1.4. of the Articles of Association shall be deleted and replaced by the following:

(a) Sites of the Company:

Billing and CRM Systems Directorate of the Hungarian Telecommunications Company

Marketing Organization of the Residential Services Line of Business of the Hungarian Telecommunications Company Limited

IT Directorate of the Hungarian Telecommunications Company Limited

PKI Telecommunications Development Institute of the Hungarian Telecommunications Company Limited

1117 Budapest, Neumann János Krt. 1/G

Sales Organization of the Residential Services Lines of Business of the Hungarian Telecommunications Company Limited

Voice Products and Services Division of the Business Services Line of Business of the Hungarian Telecommunications Company Limited

Data Products and System Integration Services Division of the Business Services Line of Business of the Hungarian Telecommunications Company Limited

Marketing Organization of the Business Solutions Line of Business of the Hungarian Telecommunications Company Limited

1122 Budapest, Maros u. 32.

Economic Organization of the Residential Services Lines of Business of the Hungarian Telecommunications Company Limited

Training Directorate of the Hungarian Telecommunications Company Limited

1107 Budapest, Zágrábi u.1-3.

Media and Content Strategy Branch of the Hungarian Telecommunications Company Limited

1013 Budapest, Krisztina krt 32.

International Services Division of the Business Services Line of Business of the Hungarian Telecommunications Company Limited

Human Resources Service Center of the Hungarian Telecommunications Company Limited

1122 Budapest, Maros u. 19-21.

Economic Organization of the Business Solutions Line of Business of the Hungarian Telecommunications Company Limited

1107 Budapest, Bihari u.6.

Network Management Directorate of the Hungarian Telecommunications Company Limited

1082 Budapest, Horváth Mihály tér 17-19.

Technical Services Directorate of the Hungarian Telecommunications Company Limited

Call Center and Information Services of the Hungarian Telecommunications Company Limited

1052 Budapest, Városház u. 18.

Procurement Directorate of the Hungarian Telecommunications Company Limited

Real Estate Directorate of the Hungarian Telecommunications Company Limited

1016 Budapest, Mészáros u. 58/b.

(b) Branch offices of the Company:

Transportation Directorate of the Hungarian Telecommunications Company Limited

Public Payphone Services Business Unit of the Hungarian Telecommunications Company Limited

Technical Services Center of the Hungarian Telecommunications Company Limited, Debrecen

4026 Debrecen, Bethlen u. 1.

Technical Services Center of the Hungarian Telecommunications Company Limited, Miskolc

3525 Miskolc Régiposta u. 9.

Technical Services Center of the Hungarian Telecommunications Company Limited, Sopron

9400 Sopron, Széchenyi tér 7-10.

Technical Services Center of the Hungarian Telecommunications Company Limited, Pécs

7601 Pécs, Rákóczi út 19.

2. Article 1.6. of the Articles of Association (Scope of activities of the Company) shall be deleted and replaced by the following:

1.6.1. Main activity:

64.20. ’03 Telecommunications

1.6.2. Other activities:

22.11. ‘03 Publishing of books

22.12. ’03 Publishing of newspapers

22.15. ’03 Other publishing

22.25. ’03 Other activities related to printing

22.33. ’03 Reproduction of computer media

45.11. ’03 Demolition and wrecking of buildings, earth moving

45.21. ’03 General construction of buildings and civil engineering works

45.31. ’03 Installation of electrical wiring and fittings

51.14. ’03 Agents involved in the sale of machinery, industrial equipment, ships and aircraft (except for the sale of ships and aircraft)

51.43. ’03 Wholesale of electrical household appliances and radio and television goods

51.47. ’03 Wholesale of other household goods

51.86. ’03 Wholesale of other electronic parts

51.87. ’03 Wholesale of other machinery for use in industry, trade and navigation

51.90. ’03 Other wholesale

52.12. ’03 Other retail sale in non-specialized stores

52.45. ’03 Retail sale of electrical household appliances and radio and television goods

52.47. ’03 Retail sale of books, newspapers and stationery

52.48. ’03 Other retail sale in specialized stores

52.74. ’03 Repair n.e.c.

63.12. ’03 Storage and warehousing

63.30. ’03 Activities of travel agencies and tour operators

65.23. ’03 Other financial intermediation n.e.c.

70.11. ’03 Development and selling real estate

70.20. ’03 Letting of own property

70.31. ’03 Real estate agencies

70.32. ’03 Management of real estate on a fee or contract basis

71.33. ’03 Renting of office machinery and equipment including computers

71.34. ’03 Renting of other machinery and equipment n.e.c.

72.10. ’03 Hardware-consultancy

72.21. ’03 Issuing software

72.22. ’03 Other software consultancy and supply (web page design)

72.30. ’03 Data processing (on-line publication)

72.40. ’03 Data base activities

72.50. ’03 Maintenance and repair of office, accounting and computing machinery

72.60. ’03 Other computer related activity

73.10. ’03 Technical research and experimental development

74.12. ’03 Accounting, book-keeping and auditing activities, tax consultancy

74.14. ’03 Business and management consultancy activities

74.20. ’03 Architectural and engineering activities and related technical consultancy

74.30. ’03 Technical testing and analysis

74.40. ’03 Advertising

74.85. ’03 Secretarial and translation activities

74.87. ’03 Other business activities n.e.c.

80.42. ’03 Adult and other education

3. Subsection (a) of Article 2.3.1. of the Articles of Association shall be deleted and replaced by the following:

/"B"Share/

(a) The Company has one (1) registered Sries "B"Voting Preference Share (hereinafter: "B"Share) issued for the benefit of the Hungarian State. According to Act LXXVI of 1997, Act XXIII of 2002 and Act XXIII of 2002 regarding the amendment of the Annex of Act XXXIX of 1995 on selling the assets of state owned business associations, the ownership rights in connection with the "B"Share are excercised by the Minister of Informatics and Communications.

4. The first sentence of the second paragraph of Article 6.6. of the Articles of Association shall deleted

/At least matters provided for in Sections 6.2. (g) (h) (i) and 7.5.1 (e) of these Articles shall be discussed among agenda items of the Annual General Meeting./

5. Article 7.5.1. (m) of the Articles of Association shall be deleted:

/by increasing he Company’s capital as required, ensures the continuous implementaiton of the conditional capital increase as ordered in Resolution no. 27/1998 (April 28) of the General Meeting./

Due to the above deletion point (n) becomes point (m).

6. The first sentence of Article 8.2. (b) shall be deleted and replaced by:

The Supervisory Board shall have a quorum if 2/3 (two-thirds) of its prevailing members are present. If the Supervisory Board is comprised of three members or if 2/3 of the members is less than 3 (three) persons, the presence of three members shall be necessary to constitute a quorum.