EANS-News: Publication pursuant to Sec 82 Para 9 of the Stock Corporation Act Report by the Management Board of Telekom Austria AG with Regard to the Employee Participation Program

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Wien (euro adhoc) - Participation Program for Employees Who Do Not Receive Stock
Options:

On the basis of authorizations resolved in the annual general meetings from 2006
to 2009 to use repurchased treasury shares for voluntary allocation to employees
without consideration, in 2006 with the approval of the supervisory board, the
management board developed an Employee Participation Program for those employees
not participating in the Stock Option Program ESOP for the management board and
directors of the company, and to date issued three tranches in the years 2006,
2007 and 2008. The management board of Telekom Austria AG now reports about the
issuance of shares to employees, which is intended for the last tranche 2009 of
this Employee Participation Program:

Authorization by the Annual General Meeting:

At the annual general meeting on May 20, 2009, the management board was
authorized to acquire bearer or registered treasury shares up to the maximum
extent legally permitted, during a period of 30 months from the day of this
resolution at a minimum price of EUR 1 and a maximum price of EUR 30 per share.
The management board is also entitled to use treasury shares for issuance to
employees of the company or of an affiliated company with or without
consideration.

Exercising the Authorization:

By exercising the authorization of May 20, 2009 a voluntary Employee
Participation Program without consideration was designed for the years
2009/2010. There is no right to claim further share allocation in the following
years. With regard to the tranche 2009/2010 the management board resolved on
November 30, 2009 to allocate shares with a value of up to EUR 300 maximum to
employees who qualify. This resolution is subject to approval by the supervisory
board.

Principles and Incentives of the Employee Participation Program:

For quite some time a stock option program (ESOP) for the management personnel
of the group of companies has been in place by which the management personnel
participates in the success and the increase in value of the company; the last
tranche of this Stock Option Program ESOP was issued in January 2009. This
resulted in increased interest by the management personnel in the development of
the share price and the company´s success. These positive effects should by
means of the Employee Participation Program at hand also be expanded to
employees not included in the stock option program. The purpose of this
voluntary allocation of shares under the Employee Participation Program is to
strengthen the employees´ identification with the company as well as to induce
them to think in a share-oriented manner. Through this in the future the
increase in stock market value of the company will be linked to enhancing
employee incentive. The employees have a stake in the results and increase in
the value of the company, whereby the employees´ interest in the success and the
development of the company and the share price will be further strengthened. The
employee participation program is a voluntary program, free of charge, without
consideration required from the employees.

Number and Distribution of Shares to be Allocated:

Basically, all employees of the company and its affiliated Austrian companies
are included in the employee participation program. Those employees already
participating in the Stock Option Program ESOP 2009 or those not subject to the
collective bargaining agreement applicable to Telekom Austria are exempt in any
case. The management board reserves the right to exclude certain employee
segments. Moreover, the management board reserves the right to determine a
reference date or to require employees to have been a member of the workforce of
their respective company for a certain period. To each employee who qualifies
for benefit shares up to the maximum amount of EUR 300 shall be allocated
without consideration. The number of shares to be allocated is calculated on the
basis of the average closing price of the last 20 days before December 23, 2009.
Under the tranche 2009/2010 a total of 200,000 shares maximum shall be
allocated; supervisory board members, the management board and the directors
participating in the Stock Option Program ESOP that expires in 2009 do not
receive any shares.

Duration and Holding Period:

Under the tranche 2009/2010 of the employee participation program shares shall
be allocated by the end of December 2009 at the earliest. For personal income
tax reasons shares shall be held for a period of 5 years. If the allocated
shares are sold before the expiration of this period the benefit achieved will
be taxed.

Other Important Terms of the Share Allocation:

The allocated shares will be held by a trustee; they can be transferred and sold
at any time. If the shares are sold before the expiration of the holding period,
the employees are responsible for covering any employee costs of subsequent
taxation.

Vienna, December 14, 2009

The Management Board

Further inquiry note:
Peter E. Zydek
Head of Investor Relations
Tel.: +43 (0) 59059 1-19001
mailto: [email protected]

Elisabeth Mattes
Telekom Austria Group's Spokeswoman
Tel.: +43 (0) 664 331 2730
mailto: [email protected]
end of announcement euro adhoc
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issuer: Telekom Austria AG
Lassallestrasse 9
A-1020 Wien
mail: [email protected]
WWW: www.telekomaustria.com/ir
sector: Telecommunications
ISIN: AT0000720008
indexes: WBI, ATX Prime, ATX
stockmarkets: official dealing: Wien
language: English

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