Magyar Telekom Távközlesi Nyilvánosan Müködö Reszvenytársaság : Articles of Association of Magyar Telekom Plc. as of September 19, 2023

Unofficial Translation of the Amended

and Restated Articles of Association of

Magyar Telekom Telecommunications

Public Limited Company

September 19, 2023

The reason for preparing this amended Articles of Association was the amendment of Annex 1 due to deletion of a branch office address effective as of September 19, 2023, based on resolution no. 4/5 (09.19.2023) adopted by the Board of Directors of the Company on September 19, 2023 in accordance with the authorization in Section 6.4. (p) of the Articles of Association.

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1. COMPANY DATA

1.1. Name of the Company

1.2. Name of the Company in English

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 97,155,886,700 (that is Ninety-seven billion one hundred and fifty-five million eight hundred and eighty-six thousand seven hundred Hungarian forints), comprised of 971,558,867 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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