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Investor News

Magyar Telekom announcement regarding shareholder’s voting rights

Budapest, October 9, 2013 12:30

Magyar Telekom (Reuters: MTEL.BU and Bloomberg: MTELEKOM HB) (the “Company”), the leading Hungarian telecommunications service provider announces that Deutsche Telekom AG notified the Company on October 8, 2013 that MagyarCom Holding GmbH, 100% owned by Deutsche Telekom AG, the Company’s shareholder holding 59.21% of the voting rights, was merged into T-Mobile Global Holding Nr. 2 GmbH, also 100% owned by Deutsche Telekom AG, as of October 4, 2013 and by that T-Mobile Global Holding Nr. 2 GmbH, as the legal successor to MagyarCom Holding GmbH, holds 59.21% of the voting rights in the Company. As a result of the merger Deutsche Telekom AG’s indirect voting rights and influence in the Company remains unchanged.

Standard Form for major holding notification
(for Voting rights attached to shares, and for Financial instruments) i

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii: Magyar Telekom Nyrt.

2. Reason for the notification (please tick the appropriate box or boxes):

[ x] an acquisition or disposal of voting rights
[  ] an acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
[  ] an event changing the breakdown of voting rights

3. Full name of person(s) subject to the notification obligation iii: T-Mobile Global Holding Nr. 2 GmbH

4. Full name of shareholder(s) (if different from 3.) iv:

5. Date of the transaction and date on which the threshold is crossed or reached v: October 4, 2013

6. Threshold(s) that is/are crossed or reached: 50%

7. Notified details:

A) Voting rights attached to shares

Class/type of shares (if possible using the ISIN CODE) Situation previous to the Triggering transaction vi
Number of Shares viii Number of Voting rights ix
Series „A” ordinary shares,
HU0000073507 ISIN
617 436 759 1 617 436 759 2
SUBTOTAL A (based on aggregate voting rights) 617 436 759 3 617 436 759 4
Class/type of shares (if possible using the ISIN CODE) Resulting situation after the triggering transaction vii
Number of shares Number of voting rights x % of voting rights
Direct Direct xi Indirect xii Direct Indirect
Series „A” ordinary shares,
HU0000073507 ISIN
617 436 759 617 436 759   59.21  
SUBTOTAL A (based on aggregate voting rights) 617 436 759 617 436 759   59.21  

B) Financial Instruments

Resulting situation after the triggering transaction xiii  
Type of financial instrument Expiration Date xiv Exercise/Conversion 
Period/ Date xv
Number of voting rights that may be acquired if the instrument is exercised/converted % of voting rights
         
    SUBTOTAL B (in relation to all expiration dates)    
Total (A+B) number of voting rights % of voting rights
  617 436 759 59.21

1 Number of shares / voting rights owned by the legal predecessor of T-Mobile Global Holding Nr. 2 GmbH, MagyarCom Holding GmbH.
2Number of shares / voting rights owned by the legal predecessor of T-Mobile Global Holding Nr. 2 GmbH, MagyarCom Holding GmbH.
3Number of shares / voting rights owned by the legal predecessor of T-Mobile Global Holding Nr. 2 GmbH, MagyarCom Holding GmbH.
4Number of shares / voting rights owned by the legal predecessor of T-Mobile Global Holding Nr. 2 GmbH, MagyarCom Holding GmbH.


8. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable xvi: Number of voting rights of T-Mobile Global Holding Nr. 2. GmbH: 617   436 759, percentage 59.21%. The 100% direct owner of T-Mobile Global Holding Nr. 2 GmbH is Deutsche Telekom AG.

9. In case of proxy voting: [ name of the proxy holder ] will cease to hold [ number] voting rights as of [ date].

10. Additional information: MagyarCom Holding GmbH has merged into T-Mobile Global Holding Nr. 2 GmbH as of October 4, 2013. As a result of the merger, the indirect voting rights, and influence of Deutsche Telekom AG, and generally, the voting rights and influence of Deutsche Telekom Group do not change.

Notes to the Form

i This form is to be sent to the issuer or underlying issuer and to be filed with the competent authority.

ii Either the full name of the legal entity or another method for identifying the issuer or underlying issuer, provided it is reliable and accurate.

iii This should be the full name of (a) the shareholder; (b) the natural person or legal entity acquiring, disposing of or exercising voting rights in the cases provided for in Article 10 (b) to (h) of Directive 2004/109/EC; (c) all the parties to the agreement referred to in Article 10 (a) of that Directive, or (d) the holder of financial instruments entitled to acquire shares already issued to which voting rights are attached, as appropriate.

In relation to the transactions referred to in points (b) to (h) of Article 10 of that Directive, the following list is provided as indication of the persons who should be mentioned:
- in the circumstances foreseen in letter (b) of Article 10 of that Directive, the natural person or legal entity that acquires the voting rights and is entitled to exercise them under the agreement and the natural person or legal entity who is transferring temporarily for consideration the voting rights;
- in the circumstances foreseen in letter (c) of Article 10 of that Directive, the natural person or legal entity holding the collateral, provided the person or entity controls the voting rights and declares its intention of exercising them, and natural person or legal entity lodging the collateral under these conditions;
- in the circumstances foreseen in letter (d) of Article 10 of that Directive, the natural person or legal entity who has a life interest in shares if that person or entity is entitled to exercise the voting rights attached to the shares and the natural person or legal entity who is disposing of the voting rights when the life interest is created;
- in the circumstances foreseen in letter (e) of Article 10 of that Directive, the controlling natural person or legal entity and, provided it has a notification duty at an individual level under Article 9, under letters (a) to (d) of Article 10 of that Directive or under a combination of any of those situations, the controlled undertaking;
- in the circumstances foreseen in letter (f) of Article 10 of that Directive, the deposit taker of the shares, if he can exercise the voting rights attached to the shares deposited with him at his discretion, and the depositor of the shares allowing the deposit taker to exercise the voting rights at his discretion;
- in the circumstances foreseen in letter (g) of Article 10 of that Directive, the natural person or legal entity that controls the voting rights;
- in the circumstances foreseen in letter (h) of Article 10 of that Directive, the proxy holder, if he can exercise the voting rights at his discretion, and the shareholder who has given his proxy to the proxy holder allowing the latter to exercise the voting rights at his discretion.

iv Applicable in the cases provided for in Article 10 (b) to (h) of Directive 2004/109/EC. This should be the full name of the shareholder who is the counterparty to the natural person or legal entity referred to in Article 10 of that Directive unless the percentage of voting rights held by the shareholder is lower than the lowest applicable threshold for the disclosure of voting rights holdings in accordance with national law.

v The date on which threshold is crossed should normally be the date on which the acquisition, disposal or possibility to exercise voting rights takes effect. For passive crossings, the date when the corporate event took effect.

vi Please refer to the situation disclosed in the previous notification. In case the situation previous to the triggering transaction was below the lowest applicable threshold in accordance with national law, please state “below minimum threshold.”

vii If the holding has fallen below the lowest applicable threshold in accordance with national law, please note that it might not be necessary in accordance with national law to disclose extent of the holding, only that the new holding is below that minimum threshold. For the case provided for in Article 10(a) of Directive 2004/109/EC, there should be no disclosure of individual holdings per party to the agreement unless a party individually crosses or reaches an Article 9 threshold. This applies upon entering into, introducing changes to or terminating an agreement.

viii To be used in Member States where applicable.

ix Direct and indirect.

x In case of combined holdings of shares with voting rights attached "direct holding" and voting rights "indirect holding", please split the voting rights number and percentage into the direct and indirect columns – if there is no combined holdings, please leave the relevant box blank.

xi Voting rights attached to shares held by the notifying party (Article 9 of Directive 2004/109/EC).

xii Voting rights held by the notifying party independently of any holding of shares (Article 10 of Directive 2004/109/EC).

xiii If the holding has fallen below the lowest applicable threshold in accordance with national law, please note that it might not be necessary in accordance with national law to disclose extent of the holding, only that the new holding is below that minimum threshold.

xiv Date of maturity/expiration of the financial instrument i.e. the date when right to acquire shares ends.

xv If the financial instrument has such a period – please specify this period – for example once every 3 months starting from [date].

xvi The notification should include the name(s) of the controlled undertakings through which the voting rights are held. The notification should also include the amount of voting rights and the percentage held by each controlled undertaking, insofar as individually the controlled undertaking holds a percentage of voting rights equivalent to or higher than the lowest applicable threshold in accordance with national law, and insofar as the notification by the parent undertaking is intended to cover the notification obligations of the controlled undertaking.

This investor news may contain forward-looking statements. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. These statements are based on current plans, estimates and projections, and therefore should not have undue reliance placed upon them. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors are described in, among other things, our Annual Reports for the year ended December 31, 2012 available on our website at https://www.telekom.hu.

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