Magyar Telekom Távközlesi Nyilvánosan Müködö Reszvenytársaság : Articles of Association of Magyar Telekom Plc. as of May 30, 2024

Unofficial Translation of the Amended

and Restated Articles of Association of

Magyar Telekom Telecommunications

Public Limited Company

May 30, 2024

Amendments affecting Section 2.1. based on resolution no. 14/2024 (IV.16.) adopted by the General Meeting of the Company on April 16, 2024 of the Articles of Association are highlighted with bold and italic fonts. Amendments are effective as of May 30, 2024.

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CONTENTS
1. COMPANY DATA	3
2. SHARE CAPITAL AND SHARES OF THE COMPANY	3
3. FAILURE TO PROVIDE CONTRIBUTION IN CONSIDERATION FOR SHARES	4
4. SHAREHOLDERS' RIGHTS	4
5. THE GENERAL MEETING OF THE COMPANY	7
6. BOARD OF DIRECTORS	10
7. SUPERVISORY BOARD	12
8. STATUTORY AUDITOR	13
9. SIGNATURE ON BEHALF OF THE COMPANY	14
10. INCREASE OF THE REGISTERED CAPITAL	14
11. DECREASE OF THE REGISTERED CAPITAL OF THE COMPANY	15
12. CONFLICT OF INTEREST	15
13. INDEMNIFICATION OF MEMBERS OF THE BOARD OF DIRECTORS AND THE SUPERVISORY BOARD	15
14. OTHER PROVISIONS	16

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Wired telecommunications activities

1. COMPANY DATA

1.1. Name of the Company

The Name of the Company:	Magyar Telekom Távközlési Nyilvánosan Működő Részvénytársaság
The Abbreviated Name of the Company:	Magyar Telekom Nyrt.

1.2. Name of the Company in English

The Name of the Company in English:	Magyar Telekom Telecommunications Public Limited Company
The Abbreviated Name of the Company in English:	Magyar Telekom Plc.

1.3. Registered Office of the Company

1097 Budapest, Könyves Kálmán krt. 36.

1.4. Sites and Branch Offices of the Company

Sites and Branch Offices of the Company are listed in Annex 1.

1.5. Scope of Activities of the Company

1.5.1. Main activity:

61.10 '08

1.5.2. Other activities:

Activities of the Company other than the main activity are listed in Annex 2.

2. SHARE CAPITAL AND SHARES OF THE COMPANY

2.1. Share capital and shares

The share capital of the Company is HUF 93,861,749,700 (that is Ninety-three billion eight hundred and sixty-one million seven hundred and forty-nine thousand seven hundred Hungarian forints), comprised of 938,617,497 series "A" ordinary shares, each with the face value of HUF 100.

The shares of the Company are dematerialized shares.

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2.2. Share Register

1. The keeper of the Share Register is the Board of Directors of the Company (the Board) or its agent appointed to be the keeper of the Share Register. The keeper of the Share Register maintains the Share Register of the shareholders, including holders of interim shares and nominees, in which the name and the address or registered seat of shareholders and the nominees, or in the case of jointly owned shares the joint representative, the number of shares or interim shares and the ownership ratio of shareholders for each series of shares are registered.
2. A shareholder who has been formally identified must be registered in the Share Register upon the shareholder's request made to the keeper of the Share Register. A registered shareholder shall be deleted from the Share Register upon the shareholder's request. The keeper of the Share Register may refuse the registration request of a formally identified shareholder if such shareholder has acquired its shares in violation of the regulations on the transfer of shares set out by law or these Articles of Association.
3. Anyone may inspect the Share Register. The keeper of the Share Register provides access for inspection to the Share Register at its registered office during working hours continuously. Those who are subject of any data, current or deleted, contained in the Share Register may request a copy of the section which pertains to them from the keeper of the Share Register. Such copies shall be supplied free of charge within five days to the entitled.

3. FAILURE TO PROVIDE CONTRIBUTION IN CONSIDERATION FOR SHARES

3.1. Delay in providing contribution

Should a shareholder fail to make the contribution due to be paid to the Company, the Board shall set a 30-day deadline and call on the shareholder for compliance.

3.2. Termination of Shareholders' rights

Should any shareholder fail to observe the 30-day deadline set under Section 3.1., their shareholding status (their shareholder's rights on the share(s) not paid up) shall cease on the day following the expiry of the deadline. The former shareholder shall be held liable for damages caused to the Company by virtue of his failure to provide the contribution in accordance with the rules pertaining to damages caused by breach of contract. If no other person assumes the obligation of the shareholder to provide contribution for the shares undertaken to be subscribed, the share capital of the Company shall be decreased by the amount of the contribution committed by such shareholder in default.

The conditions of assuming such obligation shall be determined at the same time when adopting a General Meeting resolution on capital increase, considering the provisions of Section 10.

The defaulting shareholder is entitled to the value of the contribution when their successor shareholder has paid their contribution in full to the Company or after the decrease of the share capital.

4. SHAREHOLDERS' RIGHTS

Shareholders shall be entitled to exercise shareholders' rights in dealing with the Company based on a certificate of ownership, following their entry into the Share Register.

No certificate of ownership is required for exercising shareholders' rights when this entitlement is verified by way of the identification procedure ordered by the Company.

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Where the identification procedure is requested by the Company, the keeper of the Share Register shall delete all data contained in the Share Register at the time of the identification procedure, and shall simultaneously enter the data obtained upon the identification procedure into the Share Register.

Shareholders whose names have not been entered into the Share Register and shareholders who acquired their shares in violation of the restrictions to the transfer and the acquisition of shares shall not be allowed to exercise their rights attached to such shares vis-á-vis the Company.

Shareholders may exercise shareholders' rights through representatives. Members of the Board, the Supervisory Board and the Statutory Auditor may not function as a representative of a shareholder.

A shareholder may appoint a nominee - after being registered in the register of shareholders - to exercise some or all rights of that shareholder before the Company in their own name and for the benefit of the shareholder.

4.1. Participation at the General Meeting, voting rights

Shareholders shall have the right to participate at the General Meeting, and if holding shares with voting rights, to vote.

Shareholders may exercise their shareholders' right in person or through their duly authorized representatives. The proxy given to a duly authorized representative shall be set forth in a notarized document or a private document with full probative force. The proxy, in accordance with the effective law from time to time, shall contain clearly and expressively:

1. the shareholder's statement for authorization for the representative,
2. the shareholder as Principal and the representative as proxy,
3. the proxy is valid for one general meeting or a fixed period of time, but not exceeding twelve months,
4. whether it covers the resumption of the suspended general meeting and the general meeting re-convened due lack of quorum,
5. any further possible limitation of the proxy.

Where a shareholder is represented by more than one representatives, and if these representatives are contradicted in their votes or statements, all such votes and statements shall be considered null and void.

The names of shareholders and nominees who intend to participate at the General Meeting shall be registered in the Share Register on the second working day prior to the starting date of the General Meeting.

Shareholders' rights may be exercised at the General Meeting only by the persons whose names are contained in the Share Register at the time it was closed. Transfer of shares prior to the starting date of the General Meeting does not affect the right of persons registered in the Share Register to participate at the General Meeting and to exercise their shareholders' rights thereat.

Shareholders and authorised representatives shall identify themselves during the registration of the General Meeting.

The holder of each Series "A" ordinary share shall be entitled to one vote at the General Meeting.

Persons who certify their share ownership prior to the General Meeting, during registration by way of a securities account statement, issued to the name of the person but are not registered in the Share Register, may participate at the General Meeting but may not exercise shareholders' rights.

4.2. Rights to information

Shareholders shall have the right to request information, make remarks and motions at the General Meeting.

The Board shall provide the necessary information, at the latest three days before the date of the General Meeting, to all shareholders with respect to the agenda items of the General Meeting, upon written request submitted at least eight days prior to the date of the General Meeting.

The Company shall publish on its web site at least 21 days prior to the General Meeting:

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1. the total number of shares and voting rights at the date of the convocation (including separate totals for each class of shares);
2. submissions relating to the items on the agenda and the related reports of the Supervisory Board, together with the resolution proposals.

Public General Meeting materials may be sent at the time of publication of such General Meeting materials by way of electronic means (only via email) to the shareholders who specifically requested it.

4.3. Dividend

Shareholders shall be entitled to receive a portion from the Company's profit after tax that is available and has been ordered for distribution by the General Meeting in proportion with the nominal value of their shares.

Those shareholders shall be entitled to dividend who are registered in the Share Register at the record date of the dividend payment identification process ordered by the Company. The Company shall publish a notice regarding the dividend and pay the dividend in accordance with the relevant rules of the Budapest Stock Exchange and the KELER Zrt. The Company shall pay dividends to shareholders from the date specified by the relevant resolution of the General Meeting via bank transfer.

Shareholders may claim dividends during the period specified by law (five years). After that time their claim for dividends shall be time barred.

The General Meeting or, by authorization of these Articles of Association, the Board may adopt a decision for the payment of interim dividends between the approval of two consecutive financial reports if:

1. according to the interim balance sheet, the Company has sufficient funds to cover such interim dividends;
2. the amount distributed does not exceed the amount of untied retained earnings supplemented with the profit after tax shown in the interim financial statement; and
   c) the payment of such interim dividends may not result in the Company's adjusted equity capital to decrease below its share capital.

Payment of interim dividends may be resolved upon the proposal of the Board. The consent of the Supervisory Board is required to such proposal of the Board.

If according to the annual financial statements prepared after the distribution of interim dividends there was no justification for the payment of dividends, such distribution must be returned by the shareholders when so requested by the Company.

Any dividend that is payable on the Company's own shares shall be taken into account at nominal value as pertaining to shareholders with respect to the dividends payable on their shares.

The Company shall not be liable for interest on dividends.

4.4. Minority rights

Shareholders of the Company together controlling at least one per cent of the voting rights may, at any time, request that the Company's General Meeting be convened, indicating the reason and the purpose thereof. If the Board fails to comply with such request within eight days of the date of receipt, and fails to convene the General Meeting at the earliest possible date, the Court of Registration shall convene the General Meeting at the request of the shareholders making the proposal, or shall empower the requesting shareholders to convene the meeting. The expected costs shall be covered by the requesting shareholders. The Company's General Meeting shall decide in a meeting convened at the request of minority stakeholders whether the costs incurred be borne by the Company or the persons convening such meeting.

If the General Meeting of the Company has refused - or did not present for decision - a proposal that the last financial report, or any economic event which has occurred in connection with the activities of management during the last two years, or any commitment be examined by an auditor to be engaged specifically for this purpose, such examination shall be ordered, and the auditor shall be appointed, at the Company's expense by the Court of Registration upon a request by any one shareholder or shareholders controlling at least one per cent of the votes submitted within a 30-day preclusive period calculated from the General Meeting. The Court of

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Registration shall refuse the request in the event of abuse of minority rights by the shareholders presenting the request. The Company's Statutory Auditor may not be appointed to carry out such special audits. The costs of the audit shall be advanced by the requesting members. The costs of the audit shall be borne by the Company, except if requesting the audit was manifestly unfounded.

If the General Meeting of the Company has refused - or did not present for decision - a motion to enforce a claim against s shareholder, members of the Board, the Supervisory Board or against the Statutory Auditor of the Company, any one shareholder or shareholders controlling at least one per cent of the votes may move within a 30-day preclusive period calculated from the General Meeting to enforce such claim themselves for the benefit of the Company.

If shareholders together controlling at least one per cent of the votes in the Company notify the Board - in accordance with the provisions on setting the items of the agenda - of the supplementation of the agenda, or the resolution proposal with respect to the items on or to be added to the agenda within eight days following the publication of the notice for the convocation of the General Meeting, the Board publishes a notice on the supplemented agenda and the resolution proposals submitted by shareholders following the receipt of such proposal. The matter published in the notice shall be construed to have been placed on the agenda.

5. THE GENERAL MEETING OF THE COMPANY

5.1. Status of the General Meeting

The General Meeting is the highest decision-making body of the Company. The decisions of the General Meeting, which are referred to as resolutions, are binding upon all shareholders, other bodies and officers of the Company.

5.2. Matters within the Exclusive Scope of Authority of the General Meeting

The following matters shall be within the exclusive scope of authority of the General Meeting:

1. to draw up and amend these Articles, unless otherwise provided by law or these Articles;
2. the increase of the registered capital of the Company, unless otherwise provided by law;
3. the decrease of the registered capital of the Company, unless otherwise provided by law;
4. to amend the rights attached to individual series of shares;
5. any merger into, consolidation with another company or de-merger of the Company, or any termination, dissolution, liquidation, or transformation of the Company into another operational or corporate form. In the process of transformation if the Board prepares the documents necessary for the transformation, the General Meeting of the Company - according to the applicable law - may adopt a final decision on the transformation with holding only one meeting. In this case, draft terms of transformation including draft transformation asset balance- and asset inventory pertaining to the date specified by the Board, within the preceding six months, and controlled by the auditor, shall be presented for the meeting;
6. decision on issuing convertible, equity or subscription right bonds, unless otherwise provided by law;
7. to elect, remove and determine the remuneration of the members and substitute members of the Supervisory Board, the Audit Committee and the Board and enforcement of claims for damages against members of the Supervisory Board and the Board;
8. to elect, remove and determine the remuneration of the Statutory Auditor of the Company and to define the contents of the essential elements of the contract to be concluded with the Statutory Auditor and enforcement of claims for damages against the Statutory Auditor;
9. to approve the financial statements pursuant to the Accounting Act, and to decide on the utilisation of the profit after tax earnings;
10. to approve the corporate governance and management report;

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1. subject to Section 10.3., to appoint the person(s), pursuant to the provisions of law, that are authorized to take over for shares in any private increase of the Company's capital;
2. to approve the registration of the Company's shares on a stock exchange with the exception of the transfer of shares admitted to trading belonging to the scope of authority of the Board;
3. decision on request to delist the Company's shares from a stock exchange;
4. decision on granting relief to the members of the Board;
5. decision on the payment of interim dividends, unless otherwise provided by these Articles;
6. decision on the acquisition of the Company's own shares, unless otherwise provided by law;
7. decision on the exclusion of preference right regarding subscription or commitment for subscription of shares;
8. advisory voting on supporting or rejecting the Remuneration Policy and Remuneration Report;
9. decision on any other issue that is referred to the authority of the General Meeting by law or these Articles.

5.3. Passing Resolutions

The General Meeting shall adopt its resolutions by a simple majority vote except for resolutions on issues listed in Section 5.2. (a), (c)-(f), (l), (m) which shall require at least a three-quarters majority of the votes of the shareholders present.

5.4. Right to Convene General Meetings

The General Meeting shall be convened by persons authorized by law and these Articles.

5.5. Holding of a General Meeting

The Company shall hold a General Meeting at least once each year (the "Annual General Meeting") where the financial statements prepared according to the Accounting Act of the Company shall be approved. The Annual General Meeting shall be held no later than April 30 of the year immediately subsequent to the business year in question.

In addition to the Annual General Meeting, the Company may hold extraordinary General Meetings at any time, if necessary.

5.6. Convocation of the General Meeting

Notice of the General Meeting of the Company shall be published in the manner stipulated by law and these Articles for the publication of the Company's notices and advertisements thirty days prior to the date of the General Meeting, unless otherwise provided by law. The public notice of the General Meeting of the Company shall be published by the body responsible for or entitled to the convocation of the General Meeting either by law or by these Articles.

The public notice of the General Meeting shall contain

1. the name and the registered office of the Company;
2. the date and the venue of such General Meeting;
3. the way of holding the General Meeting;
4. the items on the agenda of such General Meeting;

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1. the place and the date of the reconvened General Meeting to be held if the General Meeting does not have a quorum;
2. the conditions for the exercise of the voting rights at the General Meeting set out in the Articles of Association and the detailed conditions and information regarding the participation at the General Meeting, identification of the shareholders and the certification of the method of the representation;
3. the conditions regarding the exercise of the right to supplement to the agenda of the general meeting and the place of the availability of the original and full text of the resolution proposals and documents to be submitted to the General Meeting.

5.7. Quorum

The General Meeting shall have a quorum if shareholders representing more than half of the shares carrying voting rights are present at the General Meeting in person or by proxy at the time stipulated in the public notice convening the General Meeting. If the General Meeting fails to have a quorum, the reconvened General Meeting shall have a quorum for the issues of the original agenda irrespective of the voting rights represented by those present. Such reconvened General Meeting may also be convened for the same day as the General Meeting fails to have a quorum, however, the period between the two general meetings shall not exceed twenty-one days.

5.8. Opening of the General Meeting

The Chairperson of the General Meeting shall be elected by the General Meeting on the basis of the submission of the Board. Until the election of the Chairperson of the General Meeting, the person proposed to be the Chairperson in the Board's submission shall chair the General Meeting.

5.9. Chairperson of the General Meeting

The Chairperson of the General Meeting:

1. shall determine the quorum;
2. shall make recommendations for the minute keeper of the General Meeting, for the shareholder, or its proxy to certify the minutes, and, in the event of non-computerised voting, for the tellers. In the event of computerised voting, the Chairperson of the General Meeting shall act as teller;
3. shall have the General Meeting adopt the sequence in which items on the agenda, including items duly added to the agenda, shall be discussed;
4. shall chair the General Meeting, its discussions, grant or revoke speakers right to contribute;
5. may stipulate a time limit for contributions to the discussion;
6. shall state the result of the votes and shall declare the resolution of the General Meeting;
7. shall call for breaks;
8. may propose the suspension of the General Meeting;
9. shall declare the General Meeting closed if each resolution on the agenda has been voted on.

5.10. Election of the Officials of the General Meeting

The General Meeting shall elect the keeper of the minutes, the person who shall certify the minutes, and, in case of non -computerised voting, the tellers, and the Chairperson of the General Meeting based on the proposal of the Board.

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5.11. Voting Procedures

1. At the General Meeting the voting shall be computerised. The Chairperson of the General Meeting may propose that some or all of the items of the agenda be voted upon in lieu of computerised voting by the show of the voting cards. The Chairperson's motion shall be decided by a simple majority vote of the General Meeting.
2. At the venue of the General Meeting, during registration, the Company shall issue a voting card or provide a voting device for computerised voting to each holder of voting shares after verification that the shareholder is duly registered in the Share Register.

5.11.3 In the event of computerised voting, the tally of the votes shall proceed electronically. Before the voting takes place, the Chairperson or the person designated by the Chairperson shall advise the General Meeting on the technical details of the computerised voting. The shareholders shall be advised of the results of votes by the Chairperson.

5.11.4. In the event of non-computerised voting, each shareholder shall receive a voting card. Voting cards shall set out the name, address or registered seat and the number and series of shares held by the shareholder or the nominee and the number of votes such shareholder is entitled to cast. The voting shall proceed by the show of the voting cards.

6. BOARD OF DIRECTORS

6.1. Status of the Board of Directors

The Board shall be the management body of the Company and the Board shall represent the Company with regard to third parties, in court and before other authorities.

6.2. Members of the Board of Directors

The Board shall be comprised of a minimum of five (5), and a maximum of eleven (11) members. The members of the Board shall be elected by the General Meeting. The mandate of the members of the Board, unless otherwise provided by the General Meeting, lasts for a term of three years until May 31 of the third year subsequent to the date of the said General Meeting with the exception that if the General Meeting in the third year is held prior to May 31 than their mandate lasts until the date thereof. Members of the Board can be removed or re-elected at any time by the General Meeting. Unless otherwise provided by a separate arrangement, the removal of, or failure to re-elect, a member of the Board shall not affect the employment rights of such person with the Company where such member of the Board is also an employee of the Company. The General Meeting has the right to elect substitute member(s) to the Board, whose membership in the Board shall be conditional upon the number of the members of the Board falling below five (5). If more than one substitute members are elected, their substitution ranking shall also be determined. The provisions regarding the expiry of the mandate of the members of the Board shall apply to such substitute member(s) to the Board.

6.3. Rules of Procedure and Chairperson of the Board of Directors

Subject to the provisions of applicable law and these Articles, the Board shall draw up its own Rules of Procedure. The Chairperson [and, if deemed necessary by the Board, the Deputy Chairperson] of the Board shall be elected in accordance with the provisions of the Rules of Procedure of the Board. The Chairperson of the Board shall have the right to delegate permanent invitees to the meetings of the Supervisory Board.

6.4. Scope of authority of the Board of Directors

The Board shall

1. be responsible for all matters relating to the Company's management and course of business not otherwise reserved to the General Meeting or to other corporate bodies by these Articles or by law;

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