Commitment of the Telekom Austria Group to the Austrian Corporate Governance Code

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The shares of Telekom Austria AG have been listed on the Vienna Stock Exchange since November 2000, where the Austrian Corporate Governance Code (ACGC) is generally accepted. The current version of this Code (January 2015) can be viewed at www.corporate-governance.at or www.telekomaustria.com.

The Austrian Corporate Governance Code pursues the goal of the responsible management and control of companies geared towards a sustainable and long-term creation of enterprise value. It aims to ensure a high degree of transparency for all stakeholders and to serve as an important guideline for investors. The Code is based on the provisions of Austrian stock company, stock exchange and capital market law, EU recommendations and the OECD Principles of Corporate Governance. The Telekom Austria Group has been committed to voluntary compliance with the ACGC since 2003. The Group complies with all the legal requirements set out by the ACGC in what are referred to as the ‘L’ rules.

To explain the deviations from the ACGC’s ‘C’ rules, the Telekom Austria Group has made the following statement regarding Rules 28, 28a and 54 of the ACGC:

  • Stock option plans and programmes for the beneficial transfer of shares, including the long-term and sustainable exercise criteria, are decided upon by the Supervisory Board to ensure optimal alignment with the business plan. The Annual General Meeting on 27 May 2010 introduced a long-term incentive programme which replaced the ESOP stock option programme previously in place as of the 2010 financial year. Details can be found in the Consolidated Financial Statements of the Telekom Austria Group.
  • The company’s free float has been less than 20% since 16 October 2014, which is why C Rule 54 is not applicable. The shareholder representatives on the Supervisory Board are appointed in line with the provisions of the shareholders’ agreement between the controlling shareholder América Móvil and ÖIAG.

In accordance with Rule 62 of the ACGC, the Telekom Austria Group’s compliance with the provisions of the ACGC and the accuracy of its public reporting in association with this are evaluated externally every three years. The most recent evaluation, carried out by Deloitte in early 2014, discovered no facts which conflicted with the declaration made by the Management Board and the Supervisory Board concerning observance of and compliance with the ‘C’ and ‘R’ rules of the Austrian Corporate Governance Code for the 2014 financial year.

The Telekom Austria Group participates in the Austrian Working Group for Corporate Governance and is involved in the ongoing development of the standards.

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