MAGYAR TELECOM B.V. 6 St Andrew Street London EC4A 3AE United Kingdom Tel: Fax:

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1 MAGYAR TELECOM B.V. 6 St Andrew Street London EC4A 3AE United Kingdom Tel: Fax: MAGYAR TELECOM B.V. ANNOUNCES UPDATE ON ITS PETITION FOR RECOGNITION UNDER CHAPTER 15 OF THE US BANKRUPTCY CODE ( CHAPTER 15 OF ITS SCHEME OF ARRANGEMENT UNDER THE UK COMPANIES ACT 2006 (THE SCHEME AND POST-RESTRUCTURING GOVERNANCE AND OWNERSHIP CHANGES LONDON 4 December 2013 Magyar Telecom B.V. (the Company : Recognition of the Scheme under Chapter 15 As previously announced, a hearing took place before Judge Lane of the US Bankruptcy Court at 2:00 p.m. (New York time on 3 December 2013 in respect of the petition under Chapter 15 of the US Bankruptcy Code for recognition of the Scheme as a foreign main proceeding and for related relief giving full force and effect to the Scheme and related documents (the Chapter 15 Order. After consideration of the Company s petition and the relief sought, the US Bankruptcy Court adjourned the hearing of the Company s petition for the Chapter 15 Order until 11:00 a.m. (New York time on 11 December A copy of the order adjourning the hearing, to which Note Creditors should refer, is available on the website of the Company s Information Agent, Lucid Issuer Services Limited, whose contact details are provided below. The deadline for the filing of any objections to the relief requested under the petition in advance of the adjourned hearing is 4:00 p.m. (New York time on 10 December The Chapter 15 Order is a condition to the Scheme becoming effective as set out in the explanatory statement dated 28 October 2013 in relation to the Scheme (the Explanatory Statement. The Explanatory Statement is available from the Information Agent, whose contact details are provided below. Capitalised terms used in this press release but not otherwise defined shall have the meaning given to them in the Explanatory Statement. Anticipated Completion of the Restructuring Subject to the receipt of the Chapter 15 Order on 11 December 2013, the Company intends the Effective Date of the Restructuring to occur on 12 December Note Creditors who have submitted a valid Account Holder Letter to the Information Agent should expect to receive their Restructuring Consideration Entitlements and/or Cash Option Entitlement (as applicable on 12 December Details of the Restructuring Consideration that will be issued on the Effective Date will be as follows:

2 (i Cash Option The Clearing Price will be 1,000 for every 1,000 of New Notes Entitlement successfully tendered pursuant to the terms of the Cash Option. The aggregate sum to be paid to Note Creditors pursuant to the Cash Option will be 14,949,000. In accordance with the Explanatory Statement, those Note Creditors who validly submitted an Account Holder Letter on or before the Cash Option End Date and elected to tender all or some of their New Notes Entitlement will receive their pro rata proportion of the Cash Option Consideration at the Clearing Price on the Effective Date. (ii New Notes, EquityCo Shares and Units In accordance with the terms of the Scheme, the aggregate New Notes Entitlement of Note Creditors of 155,000,000 will be reduced by the principal value of the New Notes Entitlement successfully tendered by Note Creditors pursuant to the terms of the Cash Option. The aggregate principal value of the New Notes to be issued to Note Creditors on the Effective Date will, therefore, be 140,051,000. In accordance with the terms of the Scheme, a Note Creditor will receive 1 EquityCo Share for each 1 of principal value of New Notes it receives. Therefore, EquityCo will issue in aggregate 140,051,000 EquityCo Shares to Note Creditors. Note Creditors will be aware that the New Notes and EquityCo Shares will be issued as a Unit comprising New Notes with a principal value of 1 and 1 EquityCo Share. The aggregate number of Units to be issued to Note Creditors will, therefore, be 140,051,000. On the Effective Date, Hungarian Telecom Coöperatief will subscribe for New Notes (and will receive the corresponding EquityCo Shares stapled to such New Notes pursuant to the Unit Agreement with a principal value of 10,000,000 in consideration for the payment of 10,000,000. Therefore, the aggregate principal value of New Notes issued and outstanding immediately following completion of the Restructuring will be 150,051,000 and the aggregate number of EquityCo Shares issued will be 150,051,000. Governance Changes The Company is also pleased to announce that it is intended that certain governance changes will be made as of the Effective Date. In particular, Nikolaus Bethlen, who holds the position of Director and Vice Chairman of the Board of the Company, will be appointed as Chairman of the Company. Robert Chmelar will be appointed to the Board of the Company. Mr Chmelar will replace Craig Butcher, the current Chairman, as one of the Mid Europa Partners nominated Directors. Mr Butcher will be stepping down for personal reasons. The Company would like to express its gratitude for his contribution to the business and especially his pivotal role in the Restructuring. Mark Nelson-Smith and Jan Vorstermans have been selected as non-executive directors to the Board of the Company by the Committee. Mr Nelson-Smith has served on the boards of a number of companies engaged in the European TMT space, most recently as non-executive director at Primacom GmbH, Germany s fourth largest cable TV operator. He was previously a Managing Director in the European Communications Group at UBS Investment Bank, where he was responsible for originating and executing transactions for UBS s telecoms clients across EMEA.

3 Mr Vorstermans was most recently Chief Operating Officer at Telenet, one of the leading providers of cable services in Belgium, a position he departed in July 2013 having served at the company for 10 years. He has also previously held senior management positions in various companies within the telecommunications space in Europe, including BT Belgium and NYNEX Network Systems. In addition, David McGowan and David Blunck, who are directors of Invitel Távközlesi Zrt., the Company s main operating subsidiary, will be appointed to the Board of the Company. Finally, Michael Adams and Roy Arthur, who are employees of the Company s administrative services provider TMF, will resign from the Board of the Company following the conclusion of their role in the Restructuring. The Company would like to express its gratitude to Mr Adams and Mr Arthur for their contribution. Subject to the occurrence of the Effective Date, the composition of the Board of the Company will be as follows: Nikolaus Bethlen, Chairman Thierry Baudon Robert Chmelar Mark Nelson-Smith Jan Vorstermans David McGowan David Blunck Ownership Changes Following the Effective Date, the Company will become 49% owned by EquityCo, which is an exempted company with limited liability incorporated under the laws of the Cayman Islands through which the Note Creditors will hold the equity interests in the Company which they will receive as part of the Restructuring. Mark Nelson-Smith and Jan Vorstermans have been selected as executive directors of the Board of EquityCo by the Committee. Mr Nelson-Smith was appointed on 25 November 2013 and Mr Vorstermans will be appointed on or around the Effective Date.

4 Contact Details In case of any enquiries, please contact one of the advisers below: Houlihan Lokey (Europe Limited Chris Foley Tel: Lucid Issuer Services Limited Sunjeeve Patel / Thomas Choquet Tel: invitel@lucid-is.com Moelis & Company Charles Noel-Johnson Tel: charles.noel-johnson@moelis.com Company Advisers Informati Information Agentgent White & Case LLP Stephen Phillips Tel: sphillips@whitecase.com Noteholder Group Advisers Bingham McCutchen (London LLP Neil Devaney Tel: neil.devaney@bingham.com Rohan Choudhary Tel: rohan.choudhary@moelis.com James Terry Tel: james.terry@bingham.com About Magyar Telecom B.V. Magyar Telecom B.V. is a private company with limited liability incorporated in the Netherlands and registered at the Chamber of Commerce (Kamer van Koophandel for Amsterdam with number and registered as an overseas company at Companies House in the UK with UK establishment number BR and its address at 6 St Andrew Street, London EC4A 3AE, United Kingdom (Telephone: , Fax:

5 shl Doc 22 Filed 12/03/13 Entered 12/03/13 17:40:41 Main Document Pg 1 of 7 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Chapter 15 Magyar Telecom B.V., Case No (SHL Debtor in a Foreign Proceeding. ORDER ADJOURNING HEARING, SCHEDULING NEW HEARING DATE AND OBJECTION DEADLINE REGARDING PETITION FOR RECOGNITION OF FOREIGN MAIN PROCEEDING AND REQUEST FOR RELATED RELIEF [ECF NOS. 1 and 2] Upon consideration of the Second Declaration of Nikolaus Bethlen Pursuant to 28 U.S.C dated December 2, 2013 [ECF No. 18], the Declaration of Sunjeeve Patel Pursuant to 28 U.S.C dated December 2, 2013 [ECF No. 19], and upon the request of the Petitioner 1 herein, and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED that: (A the hearing (the Hearing to consider the Verified Petition for Recognition of Foreign Main Proceeding and Request for Related Relief dated October 29, 2013 [ECF No. 2] (together with the Form of Voluntary Petition [ECF No. 1], the Petition and described in the Notice approved pursuant to an order entered by this Court on October 31, 2013 [ECF No. 9] and attached hereto as Exhibit A, is adjourned until 11:00 am (New York Time on December 11, 2013; (B the deadline to object to the Relief Requested is hereby extended until 4:00 pm (New York time on December 10, 2013; 1 Capitalized terms not otherwise defined herein have the meaning ascribed to such terms in the Petition. NEWYORK (2K

6 shl Doc 22 Filed 12/03/13 Entered 12/03/13 17:40:41 Main Document Pg 2 of 7 (C this Order, after service to the Information Agent and delivery by it to the Clearing Systems for distribution to the Scheme Creditors in the manner such Clearing Systems customarily employ, together with the notice provided as set forth in the Second Declaration of Nikolaus Bethlen Pursuant to 28 U.S.C dated December 2, 2013 [ECF No. 18] and the Declaration of Sunjeeve Patel Pursuant to 28 U.S.C dated December 2, 2013 [ECF No. 19], constitutes good and sufficient notice of the Petition, the Hearing, and the Relief Requested, and no other notice shall be required; and (D Any Scheme Creditor who objects to the Relief Requested may appear in person or by his or her attorney at the Hearing and present argument that may be proper and relevant; provided, however, that, no person shall be heard and no papers, briefs, pleadings or other documents submitted by any person shall be considered by the Court, unless submitted in accordance with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the Local Rules for the United States Bankruptcy Court for the Southern District of New York, setting forth the basis therefor, which response or objection must be filed electronically with the Court on the Court s electronic case filing system on or before 4:00 p.m. on December 10, 2013 in accordance with and except as provided in General Order M-399 and the Court s Procedures for the Filing, Signing and Verification of Documents by Electronic Means (copies of each of which may be viewed on the Court s website at (and otherwise, on a compact disc (CD, preferably in Portable Document Format (PDF, Word Perfect or any other Windows-based word processing format, which CD shall be sent to the Office of the Clerk of the Court, One Bowling Green, New York, New York A hard copy of any response or objection shall be sent to the Chambers of the Honorable Sean H. Lane, United States Bankruptcy Judge, One Bowling Green, New York, New York and served upon NEWYORK (2K

7 shl Doc 22 Filed 12/03/13 Entered 12/03/13 17:40:41 Main Document Pg 3 of 7 White & Case LLP (Attn: Abraham L. Zylberberg, Esq. and Richard A. Graham, Esq., counsel to the Petitioner; and BINGHAM MCCUTCHEN LLP, 399 Park Avenue, New York, New York (Attn: Ronald J. Silverman, Esq. and R. Jeffery Black, Esq., U.S. counsel to the Ad Hoc Committee., so as to be received by no later than 4:00 p.m. (New York time, on December 10, 2013 Dated: New York, New York December 3, 2013 /s/ Sean H. Lane UNITED STATES BANKRUPTCY JUDGE NEWYORK (2K

8 shl Doc 22 Filed 12/03/13 Entered 12/03/13 17:40:41 Main Document Pg 4 of 7 EXHIBIT A NEWYORK (2K

9 shl Doc 22 9 Filed 10/31/13 12/03/13 Entered 10/31/13 12/03/1316:02:56 17:40:41 Main Document Pg 5 of 7 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Chapter 15 Magyar Telecom B.V., Case No (SHL Debtor in a Foreign Proceeding. NOTICE OF FILING AND HEARING ON PETITION UNDER CHAPTER 15 OF THE UNITED STATES BANKRUPTCY CODE AND MOTION FOR RELATED RELIEF PLEASE TAKE NOTICE that on October 29, 2013, Nikolaus Bethlen (the Petitioner, in his capacity as the foreign representative in respect of a voluntary restructuring proceeding (the UK Proceeding concerning the Debtor currently pending before the Chancery Division (Companies Court of the High Court of Justice of England and Wales, filed the Verified Petition for Recognition of Foreign Main Proceeding and Motion for Related Relief (together with the Form of Voluntary Petition, the Petition pursuant to chapter 15 of title 11 of the United States Code, 11 U.S.C (the Bankruptcy Code, with the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court. PLEASE TAKE FURTHER NOTICE that, among other things, the Petition seeks the entry of an order (i recognizing the UK Proceeding as a foreign main proceeding pursuant to sections 1515 and 1517 of the Bankruptcy Code and (ii granting related relief pursuant to sections 105(a, 1507(a, 1509(b(2-(3, 1521(a and 1525(a of the Bankruptcy Code giving full force and effect to a scheme of arrangement and related agreements concerning the Debtor. PLEASE TAKE FURTHER NOTICE that the Bankruptcy Court has scheduled a hearing (the Recognition Hearing to consider the relief requested in the Petition for 2:00 p.m. (New York time on December 3, 2013 in Room 701 of the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York. Copies of the Petition and all accompanying documentation are available to parties in interest on the Bankruptcy Court s Electronic Case Filing System, which can be accessed from the Bankruptcy Court s website at (a PACER login and password are required to retrieve a document or upon written request to the Petitioner s counsel (including by facsimile or addressed to: WHITE & CASE LLP or rgraham@whitecase.com 1155 Avenue of the Americas New York, New York Telephone: ( Facsimile: ( Attn: Richard A. Graham NEWYORK (2K

10 shl Doc 22 9 Filed 10/31/13 12/03/13 Entered 10/31/13 12/03/1316:02:56 17:40:41 Main Document Pg 6 of 7 PLEASE TAKE FURTHER NOTICE that any party in interest wishing to submit a response or objection to the Petition or the relief requested therein must do so in writing and in accordance with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the Local Rules for the United States Bankruptcy Court for the Southern District of New York, setting forth the basis therefor, which response or objection must be filed electronically with the Court on the Court s electronic case filing system in accordance with and except as provided in General Order M-399 and the Court s Procedures for the Filing, Signing and Verification of Documents by Electronic Means (copies of each of which may be viewed on the Court s website at (and otherwise, on a compact disc (CD, preferably in Portable Document Format (PDF, Word Perfect or any other Windows-based word processing format, which CD shall be sent to the Office of the Clerk of the Court, One Bowling Green, New York, New York A hard copy of any response or objection shall be sent to the Chambers of the Honorable Sean H. Lane, United States Bankruptcy Judge, One Bowling Green, New York, New York and served upon White & Case LLP (Attn: Abraham L. Zylberberg, Esq. and Richard A. Graham, Esq., counsel to the Petitioner; and BINGHAM MCCUTCHEN LLP, 399 Park Avenue, New York, New York (Attn: Ronald J. Silverman, Esq. and R. Jeffery Black, Esq., U.S. counsel to the Ad Hoc Committee, so as to be received by no later than 4:00 p.m. (New York time, November 26, PLEASE TAKE FURTHER NOTICE that all parties in interest opposed to the Petition or the request for relief contained therein must appear at the Recognition Hearing at the time and place set forth above. PLEASE TAKE FURTHER NOTICE that, at the Recognition Hearing, the Court may order the scheduling of a case management conference to consider the efficient administration of the case. PLEASE TAKE FURTHER NOTICE that if no response or objection is timely filed and served as provided above, the Court may grant the relief requested in the Petition without further notice. PLEASE TAKE FURTHER NOTICE the Recognition Hearing may be adjourned from time to time without further notice other than an announcement in open court, or a notice of adjournment filed with the Court, of the adjourned date or dates at the hearing or any other further adjourned hearing. NEWYORK (2K 2

11 shl Doc 22 9 Filed 10/31/13 12/03/13 Entered 10/31/13 12/03/1316:02:56 17:40:41 Main Document Pg 7 of 7 PLEASE TAKE FURTHER NOTICE that additional information and updates in respect of the UK Proceeding are available to Noteholders at which Noteholders should regularly monitor for such information, updates and notices of important events. Dated: New York, New York October 30, 2013 WHITE & CASE LLP By: /s/ Abraham L. Zylberberg 1155 Avenue of the Americas New York, New York Telephone: ( Facsimile: ( Abraham L. Zylberberg Richard A. Graham Attorneys for Nikolaus Bethlen as Foreign Representative NEWYORK (2K 3