Consent Request and Notice of Extraordinary General Meeting
THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE
BENEFICIAL OWNERS OF THE UNITS. IF APPLICABLE, ALL DEPOSITARIES,
CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE
REQUESTED TO PASS THIS NOTICE TO SUCH BENEFICIAL OWNERS IN A TIMELY
MANNER.
Matel Holdings Limited
Registered Company No. 281519
(“Equityco”)
150,051,000 Units resulting from the combination of shares issued by Equityco (“Shares”) and
Notes (as defined below) issued by Holdco (as defined below)
Regulation S: Common Code 098587918 / ISIN XS0985879187
Rule 144A: Common Code 098587926 / ISIN XS0985879260
(the “Units”)
Reference is made herein to:
(A) the unit agreement dated 12 December 2013 (as amended and/or supplemented from time to
time, the “Unit Agreement”), between, Magyar Telecom B.V. ( “Holdco”), Equityco, The
Bank of New York Mellon, London Branch, as unit agent (the “Unit Agent”), and The Bank
of New York Mellon (Luxembourg) S.A., as registrar;
(B) the equity agency agreement dated 12 December 2013 (as amended and/or supplemented
from time to time, the “Equity Agency Agreement”), between, Equityco, The Bank of New
York Mellon, London Branch, as share agent (the “Share Agent”), and Mourant Ozannes
Corporate Services (Cayman) Limited, as registrar (the “Registrar”); and
(C) the Holdco shareholders agreement dated 12 December 2013 (as amended and/or
supplemented from time to time, the “Holdco Shareholders Agreement”), between, amongst
others, Equityco, Holdco and Invitel Távközlési ZRT.
While in Unit form, all approvals in relation to the Shares shall be given by holders of the Units
(“Unitholders”) and all references herein to instructions from Unitholders will be in their role as
holders of Shares.
Pursuant to the Unit Agreement and the Equity Agency Agreement, Equityco hereby gives notice to
the Unitholders that it wishes to seek their written consent (as described below) in respect of the
Shares which make up part of the Units in relation to the proposals described below.
A WRITTEN CONSENT OR OBJECTION WILL BE DEEMED TO HAVE BEEN GIVEN IN
IN ACCORDANCE WITH THE PROCEDURES SET FORTH UNDER “WRITTEN
CONSENTS AND WRITTEN OBJECTIONS IN RESPECT OF THE PROPOSALS”.
PLEASE READ THIS SECTION CAREFULLY TO ENSURE A VALID WRITTEN
CONSENT OR OBJECTION IS PROVIDED.