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StRONG NEWMAjORIt y SHAREHOLDER

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The Telekom Austria Group has taken a new path with a new majority shareholder. Since 20 October 2014 the telecommunications company América Móvil has held a 59.7% share in the Group. with this strong international majority owner by its side the Telekom Austria Group is well equipped for the challenges of the future.

tHE NEW PRINCIPAL SHAREHOLDERAmérica Móvil (AMX) is a leading multinational telecommunications service provider with 289 million mobile customers and 34 million fixed-line accesses. It operates in 18 countries in the Americas providing mobile and fixed-line services, as well as broadband, cable and satellite television under the brands telcel and telmex in Mexico — its home market —, Claro mostly throughout Central and South America and tracFone in the united States.

the group employs around 170,000 people world-wide and is listed on the Mexican Stock Exchange, the New york Stock Exchange, the NASDAQ National Market and the Latin America Securities Market (Latibex).

In 2014 group revenues amounted to 884 bn Mexican pesos (MXN) and EBItDA was around 279 bn MXN.1)

SHAREHOLDERS’ AGREEMENt AND tAkEOVER OFFERAmérica Móvil, through its wholly-owned sub-sidiary Carso telecom, and ÖIAG entered into a shareholders' agreement dated 23 April 2014 for a 10 year term, which became effective on 27 june 2014. the purpose of this agreement was to provide América Móvil with the industrial leadership and sole control of telekom Austria, and ÖIAG with certain veto rights defining its role as a core shareholder in telekom Austria Group. Moreover, the shareholders’ agreement contains rules on the uniform exercise of voting rights in the cor-porate bodies of telekom Austria Group, nom-ination rights for members of the Supervisory Board and Management Board and share transfer restrictions. As of the effectiveness of the share-holders’ agreement, América Móvil obtained a controlling interest in telekom Austria Group.

As a result of the shareholders’ agreement, Carso telecom launched a public takeover offer for all outstanding telekom Austria Group shares not held by the América Móvil group, ÖIAG or telekom Austria Group. By 27 june 2014 the shareholders’ agreement became effective. On 14 july 2014, América Móvil announced that it acquired 103,978,115 shares, so that América Móvil held 50.8% of telekom Austria Group's share capital. the offer was EuR 7.15 per no-par value share of the telekom Austria Group. Following a three-month sell-out period, which is legally required, the telekom Austria Group was finally informed on 20 October that América Móvil directly and indirectly held a share of 59.7% in the voting rights of the telekom Austria Group.

As a result of the effectiveness of the shareholders’ agreement, América Móvil gained a controlling share in the telekom Austria Group; at the same time, the position of ÖIAG as core shareholder of the company was defined. After the transaction ÖIAG retained its share of 28.42% in the share capital of the telekom Austria Group.

Shareholders’ agreement between América Móvil and ÖIAG signed

First capital increase of eUR 1 bn of net proceeds fully supported by core shareholders

new majority shareholder América Móvil holds a 59.7% share in Telekom Austria Group per 24 november 2014

América Móvil supports growth strategy

n e w w A y S

1) América Móvil’s fourth quarter of 2014 financial and operating report

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the Supervisory Board of the telekom Austria Group consists of 10 shareholder elected members, eight of which were nominated by América Móvil and two of which were nominated by ÖIAG. ÖIAG nominated the chairman of the Supervisory Board, who does not have a casting vote, while Carso telecom nominated the deputy chairman. Via the majorities in the Supervisory Board and Supervisory Board committees América Móvil controls the Supervisory Board while ÖIAG has veto rights.

the Management Board will consist of three members, two of which, namely the chief financial officer and the chief operations officer/chief

technology officer will be nominated by América Móvil, while one management board member, namely the chief executive officer, will be nomi-nated by ÖIAG. the chief executive officer will not have a casting vote. Via the majority in the Management Board, América Móvil will control the Management Board, while ÖIAG will have certain veto rights.

As long as ÖIAG holds 25% plus one share or more of the registered share capital of telekom Austria Group, ÖIAG has, in addition to the mandatory statutory minority blocking rights of a 25% plus one share-minority shareholder, vetoes relating to issues such as capital increases, relocation of the Group headquarters and relocation of major Group and business functions, a potential sale of core business functions or an amendment of the corporate name or trademarks of the telekom Austria Group.

NuMEROuS ADVANtAGES FOR tHE tELEkOM AuStRIA GROuPthe intensified involvement of América Móvil is advantageous for the telekom Austria Group in many respects. the global orientation makes the new partnership highly attractive and contributes to ensuring competitiveness. A stable shareholder structure with two core shareholders is particularly beneficial in an increasingly competitive envi-ronment with global companies — especially in the light of an anticipated consolidation phase.

the telekom Austria Group can now also draw on América Móvil’s multinational experience for the development of its telecommunications services. In turn, telekom Austria Group’s strength lies in its extensive experience in a rapidly changing European market. By bundling innovation and knowledge both sides will benefit. the exploitation of all areas for potential

Takeover timeline 2014

March 23 April 9 May 15 May to 10 July 16 October 20 October

América Móvil holds directly and indirectly 26.8% of Telekom Austria Group

América Móvil concludes shareholders’ agreement with ÖIAG

América Móvil submits takeover offer for all outstanding shares

Acceptance period

end of sell-out period

América Móvil directly and indirectly holds a 59.7% share in the Telekom Austria Group

North America The Caribbean

South AmericaCentral America

USA

Mexico

Guatemala

el Salvador

nicaragua

Honduras

Panama

Costa Rica

Puerto Rico

Dominican Republic

Columbia

ecuador

Peru

Brazil

Chile

Argentina

Paraguay

Uruguay

América Móvil — present in 18 countries in the Americas

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partnerships between América Móvil and telekom Austria Group and the potential for leveraging synergies are further advantages. As there is currently no geographical overlap between the markets in which América Móvil and the telekom Austria Group operate, the two companies com-plement each other well.

RESPECtING tHE IDENtIty OF tHE tELEkOM AuStRIA GROuPthe conditions of the takeover offer, which were agreed as part of an ‘Austrian package’, include the preservation of the telekom Austria Group’s independent identity. Brands and the service profile will be retained, the headquarters and therefore the major management functions as well as research and development will remain in Vienna. Against this backdrop, the Management Board of the telekom Austria Group confirmed in relation to the takeover offer that ‘from a current perspective, there will be no significant impact on telekom Austria’s employment or location situation.’

the telekom Austria Group is to remain a lead-ing telecommunications service provider with regard to quality, technology and innovation in its markets. the shared goal of América Móvil and ÖIAG is to raise the performance of the telekom Austria Group while accounting for the interests of all stakeholders. América Móvil recognises all employment and constitutional regulations concerning the Austrian employees and has also pledged to comply with the specific provisions and agreements to safeguard public interests which the telekom Austria Group is subject to.

A survey carried out by economic research insti-tute ‘Economica’ underpinned the importance of the ‘Austrian Package’, and in particular that the headquarters function remains in Austria, which is specified in the shareholders’ agreement. the analysis regarding economic and regional effects of the headquarters in Austria has shown that the value generation amounted to approx. EuR 700 mn in the year 2013. In addition to the negative impact on the labour market, a loss of the headquarters function could also result in the loss of taxation rights in Austria.

StR AtEGIC PARtNER FOR FutuRE GROWtHAmérica Móvil plans to examine further expansion opportunities. In an increasingly competitive market environment, América Móvil thus

strengthens the competitiveness of the telekom Austria Group. As a result, CEO Hannes Ametsreiter sees América Móvil as ‘a strategic owner, which as an important, globally active telecommunica-tions group can strengthen telekom Austria in its strategic alignment in the highly competitive European market.’

Alongside ÖIAG the telekom Austria Group now has a new strategic majority shareholder that supports the path embarked on as well as further growth. With regard to the shareholders’ agreement with ÖIAG, Daniel Hajj, CEO of América Móvil, also makes it clear that ‘this agreement provides the basis for future growth, continued innovation, and solid investment in telekom Austria.’

CAPItAL INCREASE StRENGtHENS CAPItAL StRuCtuRE AND LIQuIDItyAs an important contribution to the further strategic development, core shareholders América Móvil and ÖIAG supported a capital increase of the telekom Austria Group. this was successfully carried out in November 2014 and brought in net proceeds of approximately EuR 1 bn. Firstly, this will strengthen the balance sheet and secure the investment-grade rating by reducing debt. Secondly, an additional EuR 400 mn is to be invested in accelerating the fibre rollout in Austria, subject to annual budget approvals and the government imple-menting the announced broadband subsidy programme. In addition, flexibility was created for value-enhancing M&A activities.

AMéRICA MóVIL — CuStOMERS By SEGMENt

367.8 mn customers, of which:

289.4 mnmobile

78.7%

21.5 mn TV5.8%

22.6 mn broadband6.1%

34.3 mnfixed line9.3%

As of end of 2014

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