EANS-Adhoc

Telekom Austria Group Acquires Two Cable Operators in Bulgaria (Ad-hoc Release) - Seite 2

EBITDA. For 2010, management expects the two companies to achieve a
combined EBITDA of EUR 9.6 mn with further growth being anticipated
in the future. Hence, the transaction´s EBITDA multiple for 2011 is
estimated at approximately 6.8x.

"Both operations will immediately contribute positively to the
Group´s cash flow. Moreover, the acquisitions are included in the
current CAPEX guidance for the Group of EUR 0.75 - 0.80 bn for 2010
and are in line with the Group´s stated cash use policy", states Hans
Tschuden, CFO of Telekom Austria Group. The planned acquisitions of
Megalan and Spectrum Net will have no impact on the dividend floor of
EUR 0.75 until 2012.

Financial overview

|Pro forma 2009 |Megalan |Spectrum Net* |
| | | |
|Revenues (EUR mn) |6.5 |18.8 |
|EBITDA (EUR mn) |3.9 |3.1 |
|CAPEX (EUR mn) |1.6 |1.3 |
|Access lines (000) |55.6 |29.8 |

* Consolidated values of Spectrum Net and its fully owned subsidiary Orbitel

EAD

Disclaimer: This document contains forward-looking statements that
involve risks and uncertainties. These forward-looking statements are
usually accompanied by words such as "believe, " "intend, "
"anticipate, " "plan, " "expect" and similar expressions. Actual
results may differ materially from those anticipated in these
forward-looking statements as a result of a number of factors.
Forward-looking statements involve inherent risks and uncertainties.
A number of important factors could cause actual results or outcomes
to differ materially from those expressed in any forward-looking
statement. These factors include, but are not limited to, the
following: 1) the level of demand for telecommunications services or
equipment, particularly with regard to access lines, traffic,
bandwidth and new products; 2) competitive forces in liberalized
markets, including pricing pressures, technological developments,
alternative routing developments and new access technologies, and our
ability to retain market share in the face of competition from
existing and new market entrants; 3) the effects of our tariff
reduction or other marketing initiatives; 4) the regulatory
developments and changes, including the levels of tariffs, the terms
of interconnection, unbundling of access lines and international
settlement arrangements; 5) our ability to achieve cost savings and
realize productivity improvements; 6) the success of new business,
operating and financial initiatives, many of which involve start-up
costs, and new systems and applications, particularly with regard to
the integration of service offerings; 7) our ability to secure the