Budapest, April 27, 2005 14:00

Matáv held its Annual General Meeting on April 27, 2005. The General Meeting heard and approved the report of the Board of Directors on the management of the Company, on Matáv Group's business policy and financial status and also approved the Annual Reports, prepared in compliance with the Accounting Act, on the 2004 business performance of the Matáv Group and Matáv Rt.

With total assets of 1,028 billion 120 million HUF and profit after tax of 41 billion 961 million HUF (before deduction of 9 billion 446 million HUF due to the minority shareholders), the Annual General Meeting approved the 2004 Consolidated Annual Report of the Matáv Group prepared in compliance with the Hungarian Accounting Rules (HAR).

With total assets of 910 billion 300 million HUF and profit after tax of 39 billion 028 million HUF, the AGM approved the Consolidated Annual Report of Matáv Rt. prepared in compliance with the Hungarian Accounting Rules (HAR).

The AGM also approved the reports of the Supervisory Board and the Auditor.

The AGM took decision on the use of 2004 profit after tax and ordered that the Company pay to shareholders 70 HUF dividend per ordinary share of 100 HUF face value, that is, a total of 72 billion 653 million 819 thousand HUF for the business year 2004. For the payment of dividends the Company will use all the profit after tax earned in 2004 and will provide the remaining amount of 33 billion 625 million 402 thousand 954 HUF from retained earnings. The starting date of dividend payment will be June 1, 2005. On May 12, 2005 the Company will publish a detailed announcement on the order of dividend payment.

The shareholders elected a new Board member because Achim Berg resigned his Board membership on the day of the Annual General Meeting. Matáv's new Board member is Gerhard Viktor Mischke, whose mandate - similarly to other members of the Board - will last till the day of the AGM closing the business year 2006 but not later than May 31, 2007.

The AGM increased the number of members of the Supervisory Board from 9 to 12 in order that Matáv can meet both the special requirements concerning the composition of Audit Committees of companies listed on the New York Stock Exchange (NYSE) and the relevant provisions of Hungary's legal regulations.

The shareholders elected four new members because one of the Supervisory Board members elected last year, Joachim Kregel, resigned his mandate on September 30, 2004. The newly elected members of Matáv's Supervisory Board - whose mandate, similarly to other members of the Supervisory Board, will last till the day of the AGM closing the business year 2006 but not later than May 31, 2007 - are: Dr. Ádám Farkas, Wolfgang Kniese, Dr. Thomas Knoll, György Varju.

The AGM left unchanged the remuneration of the Supervisory Board members established in 2003, while it approved that the Chairman of the Audit Committee of the Supervisory Board shall receive an extra award of 100% of the fee established for the Supervisory Board members and the Audit Committee members shall receive an extra award of 50% of the respective fee.

The AGM approved amendments to the Company's Articles of Association, which involved supplements to the lists of premises and activities.