FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

Report on Form 6-K dated April 13, 2010

Magyar Telekom Plc.

(Translation of registrant’s name into English)

Budapest, 1013, Krisztina krt. 55, Hungary

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x  Form 40-F o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o  No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-              

CORPORATE GOVERNANCE REPORT OF

MAGYAR TELEKOM PLC.

Approved by the Board of Directors of Magyar Telekom Plc. on 10 March, 2010 with Resolution

No. 4/2 (03.10.2010.)

and the Supervisory Board on 12 March, 2010 with Resolution No. 2/13 (03.12.2010.)

The Audit Committee reviewed and evaluated the Report at its March 5, 2010 meeting (resolution no. 8/7 (03.05.2010))

The General Meeting held on April 7, 2010 has reviewed and approved the Corporate Governance and Management Report with Resolution No. 28/2010 (IV.7.).

Corporate Governance Report

of Magyar Telekom Plc.

The Board of Directors of Magyar Telekom Telecommunications Public Limited Company (hereinafter „Magyar Telekom” or „Company”)

based on

·          the Corporate Governance Recommendations of the Budapest Stock Exchange Zrt., published in October, 2007, and amended in May, 2008, and

·          the provisions of Act IV of 2006 on Business Associations („Companies Act”) (especially Section 312), taking into account

·          the Recommendations of the European Commission (“Commission”) fostering an appropriate regime for the remuneration of directors of listed companies (2004/913/EC), and

·          and the Commission’s Recommendations on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board (2005/162/EC),

approves and submits to the Annual General Meeting the below Corporate Governance Report.

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1. A brief presentation of the operation of the Board of Directors, and a description of the division of responsibility and duties between the Board and the executive management

Magyar Telekom’s Board of Directors (“Board” or “Board of Directors”) is the Company’s executive body that represents the Company towards third parties and before courts and other authorities. The Board of Directors exercises its rights and performs its obligations as an independent body.

The members of the Board of Directors shall act with due care as it is generally expected from persons in such positions and - unless it is otherwise provided in the Companies Act — must give priority to the interest of the company. The members of the Board shall be liable towards the Company pursuant to the general provisions of the civil law in case of causing damage to the Company through breaching the laws, the Articles of Associations (“Articles”), the resolutions of the General Meeting (“General Meeting”) of the Company and their managerial duties. The indemnification liability of the members of the Board towards the Company is joint and severable according to the provisions of the Civil Code on jointly causing damage. If the damage was caused by the resolution of the management as a body, those members are exempted from such liabilities who did not participate in the voting or voted against the resolution in question. The members of the Board of Directors shall bear unlimited and joint liability for those damages that arise from the announcement of false data, rights or facts to the Company Register or the late announcement of the same in addition to failing to file such announcement at all.

The Board of Directors is not an operative management body. In other words, the Board of Directors is not involved in the Company’s daily business. The Board acts in all matters that do not fall in the competence of the General Meeting or other corporate bodies. Among other responsibilities, it approves the Company’s strategy, business plan, major organizational changes and key transactions, concludes employment agreements with and removes the Chief Executive Officer (“CEO”) and Chief Officers, and determines the remuneration and target tasks on the basis of which it evaluates the their performance.

For the purpose of the operative control and effective day-to-day management of the Company the Board of Directors established the Management Committee the members of which are the Chief Executive Officer, the Chief Human Resources Officer, the Chief Financial Officer (“CFO”), the Chief Technical Officer, the Chief Strategic and Corporate Development Officer, the Chief Operating Officer Consumer Services Business Unit and the Chief Operating Officer Business Services Business Unit. The Management Committee acts within the scope of competences assigned to it by the Board of Directors. The Management Committee reports to the Board of Directors on the operation and status of Magyar Telekom Group at each Board meeting.

Due to the fact that in line with the above, the Board of Directors delegates several competences to the Management Committee we answered “No” to several questions in the declaration to this Corporate Governance Report, because in these cases the Company does comply with the given recommendation but based on the decision of the Board of Directors the procedure / decision to comply with the given recommendation is within the Management Committee’s scope of competence delegated to it by the Board of Directors.

The detailed rules on the tasks, competences and operation of the Management Committee are contained in the Rules of Procedure approved by the Board of Directors:

http://www.telekom.hu/static/sw/download/ugyvezbiz_ugyrend_2010_eng.pdf

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2. The introduction of the members of the Board of Directors, the Supervisory Board and the executive management (in the case of Board members, including the status of independence of the different members), a description of the structure of committees.

For more details with regard to the members of the Board of Directors, the supervisory board of Magyar Telekom (“Supervisory Board”) and the Management Committee please visit the web site of Magyar Telekom:

·          http://www.telekom.hu/investor_relations/corporate_governance/board_of_directors

·          http://www.telekom.hu/investor_relations/corporate_governance/supervisory_board

·          http://www.telekom.hu/investor_relations/corporate_governance/management_committee

The Board of Directors is comprised of a minimum of six (6), and a maximum of eleven (11) members. The members of the Board of Directors shall be elected by the General Meeting. Currently the Board of Directors of Magyar Telekom has ten members. The assignment of the members of the Board of Directors lasts for a term of three years from the date of the annual General Meeting until May, 31 of the third year subsequent to the date of the said General Meeting with the exception, that if the General Meeting in the third year is held prior to May 31 than their assignment lasts until the date thereof. The assignment of new Board members, elected within this period, shall expire at the same date when the assignment of the other Board members expires. The members of the Board of Directors can be recalled or re-elected by the General Meeting at any time. The Board of Directors operates in line with the Rules of Procedure, in compliance with the laws and the Articles of Association.

The Companies Act does not include requirements with regard to the independency of the members of the board of directors if besides the board of directors there is also a supervisory board operating at the company. Currently 3 members of the Board of Directors meet the independency criteria set forth in the Recommendations: Frank Odzuck, dr. Mihály Gálik, dr. István Földesi.

According to the Articles of Association of the Company the Supervisory Board of the Company is comprised of at least three (3) but maximum fifteen (15) members. The members of the Supervisory Board are elected by the Annual General Meeting. The assignment of the members of the Supervisory Board lasts for a term of three years from the date of the annual General Meeting until May, 31 of the third year subsequent to the date of their election with the exception, that if the Annual General Meeting in the year of the expiry of their assignment is held prior to May 31, then their assignment lasts until the date thereof. The assignment of new Supervisory Board members, elected within this period, shall expire at the same date when the assignment of the other Supervisory Board members expires. Currently the Supervisory Board of Magyar Telekom has nine members. The Supervisory Board acts as a body. The Supervisory Board elects a Chairman from among its members and makes resolutions with simple majority. The Supervisory Board carries out its tasks according to its Rules of Procedure that is established by the Supervisory Board and approved by the General Meeting.

Independent members of the Supervisory Board — according to the Companies Act: Dr. László Pap, Dr. János Illéssy, Dr. Sándor Kerekes, Attila Csizmadia and Konrad Kreuzer.

·         http://www.telekom.hu/static/sw/download/Igazgatosag_Ugyrendje_20091215_ENG.pdf

·         http://www.telekom.hu/static/sw/download/SB_rules_25Apr2008.pdf

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3. The number of meetings held in the relevant period by the Board of Directors, Supervisory Board and committees, including the number of members attending

Section 5 discusses the work of the individual committees in detail therefore we analyzed here the above parameters with regard to the Board of Directors and the Supervisory Board.

In 2009 the Board of Directors held four meetings in accordance with its Preliminary Meeting Schedule, at which the overall rate of attendance of the members (either personally or by telephone conference) was 95%. The Board of Directors adopted resolutions without holding a meeting in seventeen cases in writing through the procedure of voting by fax as regulated in the Rules of Procedure.

The most important issues discussed by the Board of Directors in 2009 were as follows:

·      Monitoring financial and non-financial KPIs;

·      Decisions on the bonus achievement for the management in 2008 based on recommendation of the Remuneration Committee;

·      Proposal to the General Meeting on the approval of the Y2008 financial statements, the use of the profit after tax and the dividend;

·      Proposal to the extraordinary General Meeting regarding the upstream merger of T-Kábel Magyarország Kft. and Dél-Vonal Kft.;

·      Setting targets for the management for 2010;

·      Approval of the mid-term strategy and business planning for years 2010-2012;

·      M&A decisions;

·      Risk management of Magyar Telekom Group;

·      Review of the compliance program.

The Supervisory Board held 6 meetings in business year 2009 at which the average rate of participation was 77% and adopted written resolutions without holding a meeting in 4 cases.

The most important issues discussed by the Supervisory Board in 2009 were as follows:

·      Reports, submissions on the agenda of the General Meeting;

·      Strategy of the Magyar Telekom Group 2009-2011;

·      Business Plan of the Magyar Telekom Group 2009-2011;

·      Reports of the Board of Directors on its key business policy decisions;

·      Magyar Telekom Group’s Executive Financial Reports;

·      Reports on the decisions of the Management Committee;

·      Reports on the activity of the Internal Audit and the Audit Plan of the Internal Audit;

·      Progress of the Compliance program;

·      Reports on the acquisition activities of Magyar Telekom Group;

·      Reports on the activities of the Audit Committee.

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4. The presentation of viewpoints considered when evaluating the work of the Board of Directors, the Supervisory Board, the executive management, as well as of the different members. Reference to whether evaluation carried out in the relevant period has resulted in any changes

The Y2009 self assessment of the Board of Directors is published on the web site of the Company. The self assessment primarily focused on

·      the shareholder relations,

·      the enforcement of the strategic and business plans of the Company,

·      compliance and

·      the assessment of the legal and ethical requirements.

Within the framework of the Y2009 performance evaluation of the Supervisory Board the following viewpoints — among others - were taken into account:

·      whether the organization and members of the Supervisory Board, the operation of the Supervisory Board was ensured in business year 2009 as prescribed in the Rules of Procedure of the Supervisory Board;

·      whether the Supervisory Board, based on its legal status, scope of authorities and responsibilities as included in its Rules of Procedure, properly fulfilled its tasks in business year 2009;

·      whether the Supervisory Board deems it necessary to take further actions or follow-up steps in the individually assessed cases.

Within the framework of the evaluation of the Y2009 performance of the Supervisory Board the following viewpoints were taken into account at the assessment of the individual members and also whether based on these viewpoints their relevant competence was ensured:

·      Dr. László Pap: Independence, expertise in technical — telecommunications technology — field, experience as member of the Audit Committee and as member of the board of directors of an international company.

·      Dr. János Illéssy: Independence, expertise in technical field and economy, experience as chief financial officer of quoted companies, as member of the Audit Committee.

·      Dr. Sándor Kerekes: Independence, expertise in economy and business management, experience as member of the Audit Committee.

·      Konrad Kreuzer: Independence, expertise and experience in law and business affairs.

·      Attila Csizmadia: Independence, expertise in telecommunications and regulations, experience in economy, finance and regulations, at government bodies, also as member of the EU Governmental Expert Committee for Post and Telecommunications.

·      Martin Meffert: Expertise in telecommunications and economics, experience in technical field and as country manager of Hungary.

·      István Koszorú: Experience as employees’ representative, an official and chairman of the Workers’ Council and chairman of the Central Workers’ Council.

·      György Varju: Experience as employees’ representative and as Chairman of the Workers’ Council and member of the Central Workers’ Council.

·      Zsoltné Varga: Expertise in the technical field, experience in sales and customer care, as employees’ representative, official of the Workers’ Council and member of the Central Workers’ Council.

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5. Report on the operation of different committees, including the introduction of the members of the committees (professional background), the number of meetings held, the number of members attending the meetings, as well as the most important issues discussed at the meetings and the general operation of the committee. If the Board of Directors has passed a resolution on an issue contrary to the recommendations of the audit committee, the presentation of the operations of the Audit Committee shall include that fact (as well as the reasons of the Board of Directors for doing so). It is recommended that reference be made to the company’s website, where the tasks delegated to the committees, the rules of procedure of the committees and the date of appointing the members should be disclosed.

Audit committee of Magyar Telekom (“Audit Committee”)

Chairman of the Audit Committee:

·      Dr. János Illéssy

Members of the Audit Committee:

·      Dr. László Pap

·      Dr. Sándor Kerekes

There is more detailed information on the members of the Audit Committee on the following web site of the Company:

http://www.telekom.hu/investor_relations/corporate_governance/audit_committee

The members of the Audit Committee are assigned from April 26, 2007 until May 31, 2010.

The purpose of the Committee is, inter alia, to oversee:

·      the integrity of the Company’s financial statements,

·      the Company’s compliance with legal and regulatory requirements falling within the scope of authorities and responsibilities of the Committee,

·      the qualifications and independence of the Company’s independent external auditor,

·      the performance of the Company’s internal audit function and independent auditors.

The Audit Committee acts independently within its scope of authority provided in the Companies Act, in Hungarian Act CXX of 2001 on the Capital Market and in the Articles of Association, and in compliance with the rules and regulations of the Budapest Stock Exchange, the New York Stock Exchange (the “NYSE”) and the US Securities and Exchange Commission (“SEC”), as well as the provisions and rules of the US Securities Exchange Act of 1934.

The Audit Committee held 9 meetings in the previous business year of 2009, with 94% average participation rate. The Audit Committee made further written resolutions without holding a meeting on 21 occasions.

The Chief Financial Officer of the Company, the leader of the Internal Audit, the Group Compliance Director, the General Counsel and the representative of the independent external auditor, PricewaterhouseCoopers Kft. („PwC”) participated at the meetings of the Audit Committee — except for the discussion of agenda items discussed within the framework of closed meetings by the decision of the Audit Committee.

The Company, by the direction of the Audit Committee, has conducted an independent internal investigation with the involvement of an independent outside legal counsel regarding certain contracts and conduct

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involving the Company and certain of its affiliates (the “Independent Investigation”). The Audit Committee, in relation to the Independent Investigation has supervised the work of the independent outside legal counsel involved in the Independent Investigation.

The Audit Committee, during the supervision of the independent auditor - inter alia - discussed the below subject matters with the auditor:

·      PwC’s internal quality control system, the results of the quality control reviews, and PwC’s independence practices;

·      formal written statement of PwC specifying its relationship with the Company in accordance with the Securities Acts administrated by the US Securities and Exchange Commission („SEC”), and the requirements of the Independence Standards Board;

·      Y2008 audit;

·      independent auditor opinions on the Y2008 Consolidated Financial Statements of Magyar Telekom Group prepared according to the International Financial Reporting Standards („IFRS”) and the Y2008 Annual Report of the Company prepared according to the Hungarian Accounting Standards („HAR”);

·      audit according to the Sarbanes-Oxley Act of 2002 („SOX” or „SOX 404”) — Magyar Telekom’s internal controls over financial reporting;

·      independent auditor’s report on the management’s assessment and on the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2008;

·      proposal on the election of the independent auditor and the determination of its remuneration;

·      enforcement of the professional requirements and conflict of interest stipulations towards the independent auditor;

·      Y2008 Management Letter and the response of the management of the Company;

·      Y2009 audit;

·      specific pre-approval of the audit and audit related services to be provided by PwC.

The Audit Committee — inter alia — discussed the below important issues at its meetings:

·      the services of the independent external auditor and their fees;

·      reports on the activities of the Internal Audit, Audit Plan of the Internal Audit;

·      reports on the activities of the Group Compliance Director;

·      Y2008 Consolidated Financial Statements of Magyar Telekom Group prepared according to the IFRS and the Y2008 Annual Report of the Company prepared according to the HAR;

·      SOX 404 compliance, status of significant SOX compliance deficiencies, Management’s overall assessment of the Company’s internal controls over financial reporting Y2008 (in compliance with SOX 404)

·      20-F annual report (prepared pursuant to the US Securities and Exchange Act of 1934) of Magyar Telekom Plc. for the fiscal year ending on December 31, 2008;

·      the risk management system of Magyar Telekom Group, quarterly risk management reports;

·      reports on the acquisition activities of Magyar Telekom Group;

·      issues pertaining to the Independent Investigation;

·      adequacy of the remedial actions taken in response to the findings of the Independent Investigation and the implementation of the compliance program;

·      evaluation of the Y2009 performance of the Audit Committee.

In the spring of 2009 the Board of Directors originally made a decision that was contrary to the recommendations of the Audit Committee in connection with a disclosure requested by the Audit Committee with respect to a letter that was sent by the US Department of Justice (the “DOJ”) on February 27, 2009 to the Audit Committee’s legal advisors (the “DOJ letter”) and the steps taken by the Audit Committee in response thereto. The reason given by the Board of Directors for such decision was that, based on external legal advice, it was of the opinion that the DOJ Letter did not contain any new information that would have required disclosure under the relevant Hungarian and US stock exchange regulations. However, following further discussion and review of the matter, the Company made an extraordinary disclosure in connection with the

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DOJ Letter on March 18, 2009, prior to the Annual General Meeting of the Company and by doing so the Audit Committee’s request was fully met.

The Rules of Procedure of the Audit Committee, approved on February 15, 2008, - including the tasks delegated to the Audit Committee — is accessible on the following web site of the Company:

http://www.telekom.hu/static/sw/download/Audit_Bizottsag_Ugyrend_20080215_eng.pdf

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Remuneration committee of Magyar Telekom (“Remuneration Committee”):

The Remuneration Committee is comprised of three members elected by the Board of Directors. The assignment of the members is the same period as their assignment as members of the Board of Directors.

The current members are:

·                  Frank Odzuck

·                  Guido Kerkhoff

·                  Dr. Ralph Rentschler

The professional experience of the members is accessible in detail on the following web site of the Company: http://www.telekom.hu/investor_relations/corporate_governance/compensation

The rules of the operation of the committee is contained in its Rules of Procedure:

http://www.telekom.hu/static/sw/download/JavBizUgyrend_eng.pdf

In 2009 the Remuneration Committee held four meetings and two votings by fax.

The issues discussed were as follows:

·                  February, 2009: assessment of the Y2008 targets of the top management of Magyar Telekom Group and their Y2009 target, labor contract extensions, proposal for Y2006-2008 MTIP payment (participation rate: 100%)

·                  March, 2009: proposal for personnel changes (voting by fax, voting participation rate: 100%)

·                  April, 2009: Y2009 remuneration of the top management of Magyar Telekom Group (voting by fax, voting participation rate: 100%)

·                  May, 2009: proposal for MTIP program starting in Y2009 (participation rate: 100%)

·                  September, 2009: proposal for and appointment of the new chairman of the committee, proposal on appointments according to the organizational changes of Magyar Telekom and specification of the Y2009 targets of the top managers of Magyar Telekom Group (participation rate: 100%)

·                  December, 2009: proposal for the Y2010 targets of the top managers of Magyar Telekom Group (participation rate: 67%).

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6. The presentation of the system of internal controls and the evaluation of the activity in the relevant period. Report on the efficiency and effectiveness of risk management procedures. (Information on where the report on internal controls by the Board of Directors may be viewed by shareholders.)

The presentation of the system of internal controls, evaluation of the activity in the relevant period.

Magyar Telekom, as a company registered in the U.S., is subject to the provisions of the Sarbanes-Oxley Act of 2002. As required by section 404 of the Sarbanes-Oxley Act, the management of Magyar Telekom is responsible for establishing and maintaining adequate “internal control over financial reporting” that ensures the reliability of the financial reports. Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in conformity with International Financial Reporting Standards (“IFRS”) as adopted by the European Union. Our internal control system is based on the method established in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The management has established and regularly oversees the operation of internal controls over financial reporting that ensure the reliability of the report. The internal control system has been grouped into two levels of documentation:

·                      The company-level controls include the following (in line with PCAOB Audit Standard No. 5):

·                  controls related to the control environment

·                  controls over management override

·                  the company’s risk assessment process

·                  controls to monitor results of operations

·                  controls to monitor other controls, including the activities of the internal audit function, the Audit Committee and self-assessment programs

·                  controls over the period-end reporting process

·                  policies that address significant business control and risk management practices.

·                  Transaction Level Controls describe the controls built into our business processes that have been designed and operated to ensure that material misstatements in each significant financial account and disclosure within the financial statements are prevented or detected in a timely manner.

The operation of the internal control system is supported by the independent internal audit function that, beyond tasks regarding the risk based internal audit work plan, contributes to the enhancement of the internal control processes and to the reduction of existing risks through ad-hoc audits. The Supervisory Board and the Audit Committee receives regular reports on the findings of the audits; measures, based on the findings and fulfillment of tasks.

In line with the criteria of the adopted internal control framework, management evaluates the effectiveness of internal control system within each financial year. Management’s assessment for 2009 is still in progress, but based on the already available information, we believe that internal control system has been operating effectively to prevent material misstatements in the financial statements.

The Company discloses its report on the internal controls with regard to the reliability of financial reports in the 20-F annual report.

The management and Board of Directors of Magyar Telekom are committed to conduct all business activities of Magyar Telekom Group according to the highest legal and ethical standards. Based on this commitment the Board of Directors established the Corporate compliance program of Magyar Telekom.

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The Corporate compliance program is applicable to all bodies, organizations, employees, advisors, agents, representatives as well as to all persons and organizations that work on behalf of the Company or its subsidiary.

The Corporate compliance program of Magyar Telekom ensures that the business activities of the Group are conducted with observing and in compliance with the relevant laws to the outmost extent, according to the highest standards of training and commitment. It requires the realization of guidelines and processes that manage potential compliance risks and implement specific processes in order to report, investigate, monitor and correct suspected or actual lack of compliance.

Risk management policies

Our risk management includes identification, assessment and evaluation of risks, development of necessary action plans, as well as monitoring of performance and results. For risk management to be effective, we must ensure that management take business decisions with full understanding of all relevant risks.

In 1999, we established a formal risk management system. This system has been operating in an integrated way with the risk management system of Deutsche Telekom since 2002.

All material risks related to material internal and external operations, financial and legal compliance and certain other risks are evaluated and managed by a well-defined internal mechanism. A risk management manual and an internal regulation on risk management were prepared. A risk management course was developed for employees responsible for risk management in all organizational areas. Risk items affecting our operations are reviewed quarterly throughout the group. All of our units, departments, subsidiaries and other organizations are obliged to identify and report their operational risks on a quarterly basis. After evaluation of these risks, results are reported to our management, the Board of Directors, the Disclosure Committee, the Audit Committee and to Deutsche Telekom.

Following the enactment of the Sarbanes-Oxley Act, we decided to enhance our risk management procedures. As this new law requires prompt disclosure of all risk items influencing investors’ decisions, we complemented our quarterly risk reporting system with a continuous reporting procedure which requires all the organizations of the group to report on a real-time basis any new material fact, information or risk that comes to their knowledge. Information thus submitted is monitored by the risk management area and CFO is notified when a new material risk or information is identified.

There is an effective internal regulation at the Company that covers the responsibilities of each employee in risk monitoring and management. We introduced the requirements of the Sarbanes-Oxley Act, our enhanced reporting and corporate governance obligations and the enhanced risk reporting procedures to our colleagues through e-learning. The personnel scope of the training covered all employees.

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7. Information on whether the auditor has carried out any activities not related to auditing

Based on the effective Pre-approval Policy of the Audit Committee the independent external auditor — upon the general pre-approval or the specific pre-approval of the Audit Committee — provided the below service for the Company in Y2009 besides the audit type of services:

·                  audit related services,

·                  training service.

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8. A detailed presentation of the company’s disclosure policy, and its policy on trading by insiders

Disclosure policy of the Company

It is Magyar Telekom’s policy that all disclosures made by the Company to its shareholders or the investment community should be accurate and complete, and fairly present the Company’s financial condition and results of operations in all material respects, and such disclosures should be made on a timely basis as required by applicable laws and requirements of the Budapest Stock Exchange (BSE) the NYSE, the SEC and the Hungarian Financial Supervisory Authority (“HFSA”).

The controls and procedures currently used by the Company are designed to ensure that: information required by BSE, NYSE, SEC and HFSA to be disclosed by the Company (Annual and Quarterly Reports, Registrations Statements, 20-F Filings and 6-K Submissions) as well as any and all other written information that the Company discloses from time to time to the investment community (presentations to rating agencies and information contained on the Magyar Telekom website for investors: www.telekom.hu) is recorded, processed, summarized, and reported accurately and on a timely basis as well as that the information is collected and transferred to the management to ensure that timely decisions are made on the disclosure.

Since July 3, 2003 a Disclosure Committee has been operating at the Company the tasks of which include — among others — to elaborate and monitor processes and control procedures described above. The Disclosure Committee is comprised of such managers who are jointly well informed on the significant and complex aspects of the business and financial activities as well as the risks of the Company.

The Disclosure Committee of the Company supports the Chief Executive Officer and the Chief Financial Officer in fulfilling their respective duties, i.e. to have an oversight on the processes ensuring the accuracy and timeliness of disclosures.

An external legal firm is retained by the Company as an advisor to monitor the changes of SEC and NYSE rules and to notify the Company if such changes occur. Within the framework of an internal audit the Company reviews its disclosure processes each year.

Policy in connection with the prohibition of insider trading

The shares of Magyar Telekom are traded on both the Budapest Stock Exchange and New York Stock Exchange. Therefore, the trading of Magyar Telekom securities is regulated by the Hungarian legislation and government (including the Hungarian FSA) as well as the United States legislation and government (including SEC).

With the aim of ensuring compliance with the requirements of the legal environment Magyar Telekom created its own regulation which applies to all organizations of Magyar Telekom and those affiliated companies in which Magyar Telekom has 25% or more direct or indirect ownership or voting rights.

The Hungarian securities laws and United States federal and state securities laws prohibit: (a) the direct or indirect purchase or sale of securities while in possession of inside information and (b) the disclosure of inside information to others who then trade in securities (hereinafter: tip or tipping).

The regulation defines insider information, insider trading as well as the scope of insider persons.

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Magyar Telekom does encourage investment in Magyar Telekom securities by its employees and directors. However, it states some general trading guidelines as well as specific restrictions regarding the timing of trading in Magyar Telekom securities.

Trading guidelines:

·                  Magyar Telekom strongly recommends that all insider persons refrain from any transactions in Magyar Telekom securities other than during the period beginning on the commencement of the third (3rd) trading day following the release of quarterly or annual financial results and ending ten calendar days later (so called „window period”).

·                  The safest period for trading in Magyar Telekom securities, assuming the absence of inside information, is generally the first few days of the window period. Periods other than window periods are more highly sensitive for transactions in Magyar Telekom securities from the perspective of compliance with applicable securities laws. However, trading in Magyar Telekom securities during a window period should not be considered a “safe harbor.”

·                  Even after inside information is disclosed, sufficient time must pass to permit the market and outside investors to digest the information and make investment decisions before insider persons can trade in Magyar Telekom securities. Even during a window period, any person possessing inside information may not engage in any transactions in Magyar Telekom securities until the commencement of the third trading day after inside information is publicly disclosed.

·                  Regulatory authorities scrutinize securities trading with special attention. Consequently, before trading in Magyar Telekom securities, you should carefully consider how the authorities, in the future, might view your concluded transactions with special attention.

·                  Every insider person has the individual responsibility to comply with the relevant internal rules, regardless of whether Magyar Telekom has recommended a window period to that insider person or any other insider person. The guidelines set forth in Magyar Telekom’s internal rules are guidelines only, and appropriate judgment should be exercised in connection with any transaction in Magyar Telekom securities.

·                  An insider person may, from time to time, have to forego a proposed transaction in Magyar Telekom securities even if he or she planned to make the transaction before learning of the inside information and even though the insider person believes he or she may suffer an economic loss or forego anticipated profit by waiting.

In addition to the aforementioned trading guidelines the internal rule also states that specific restriction periods, which are prescribed in the Capital Markets Act also apply to specific categories of insider persons described therein.

Magyar Telekom in its internal rules draws the attention that insider persons, in addition to being forbidden from using inside information to trade in securities for their own advantage, are also prohibited from tipping inside information to an outsider (any person other than a Magyar Telekom employee, officer or director, and includes friends, business associates, spouses or family members), who then trades on that information.

In certain cases transactions must be immediately announced to the authority or to the public by the insider person and/or by the issuer. In order to support compliance with the announcement obligations insider persons shall without delay fill in and send a form if they concluded a transaction with Magyar Telekom shares and Magyar Telekom shall file the necessary announcements and disclosures on behalf of certain insider persons.

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9. A detailed demonstration of the methods of exercising shareholders’ rights

The holder of each Series “A” Share shall be entitled to one vote at the General Meeting of the Company and to all such rights attributed to such shareholder by the Companies Act or the Articles. The owner of the security — unless the contrary is proved — shall be the person on whose account the security is registered. The transfer of registered or interim share certificates shall be effective with respect to the Company when the name of the new owner of the shares has been entered in the shareholders’ register.

The Board of Directors of the Company through the registrar assigned by the Board according to Section 202 (2) of the Act, maintains a shareholders’ register of the holders of registered shares (including holders of interim share certificates or preliminary share certificates) and shareholders’ proxies by the class of shares, in which the name - in case of a joint representative the relevant data of the joint representative respectively - and address (seat) of each shareholder (shareholder’s proxy) as well as the shareholding of each shareholder by the share series is recorded. The Company maintains a computerized shareholders’ register.

Whenever a dividend or interim dividend is declared by the General Meeting, shareholders shall be entitled to such dividend or interim dividend in proportion to the nominal value of their shares.

In the event of dissolution of the Company, the assets of the Company shall be distributed, after satisfying creditors, among all of the shareholders of the Company, such distribution to occur in accordance with the ratio of the nominal value of each shareholder’s shares to the total registered capital of the Company.

Shareholders whose names have not been entered into the shareholders’ register and shareholders who acquired their shares in violation of the restrictions in the Articles pertaining 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.

If the General Meeting establishes that the company has made profit and determines that dividends should be paid, only those shareholders or shareholder representatives shall be entitled to such dividends who are owners with respect to the record date of identification of beneficial owner and the statutory required data of which are available for the payment of dividends.

The General Meeting shall be convened if shareholders representing at least five percent of the votes request the Board of Directors in writing to convene the General Meeting, stipulating the reason for and the object of their request. The court of registration shall convene the General Meeting if the convocation of the General Meeting is requested in compliance with the above outlined procedure and the Board of Directors fails to act within a period of 30 days or fails to convene the General Meeting within the shortest notice period required by the law or the Articles after such action.

Each shareholder has the right to attend the General Meeting, request information and comment on issues at the General Meeting. Holders of voting shares have the right to make proposals and to vote.

The Board of Directors shall provide the necessary information to any shareholder with respect to any matter on the agenda of the General Meeting upon the request of such shareholder submitted in writing to the Board of Directors at least 8 days prior to the General Meeting. The Board of Directors may refuse to provide such information only if that would violate a substantial business interest or business secret of the Company. As part of the rights of shareholders to information shareholders may not have access to the business books and other business documents of the Company.

The condition of participating at the General Meeting is that the shareholder or the nominee (except proxy holders acting on the basis of the authorization of the shareholder issued in the form of a public instrument or a private document of full probative force) is registered as such in the shareholders’ register at least six (6) working days prior to the date of the General Meeting.

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The detailed rules of exercising shareholder’s rights are contained in the Articles of Association of the Company that is available on the web site of the Company:

http://www.telekom.hu/static/sw/download/alapszabaly_20090629_eng.pdf

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10. A brief presentation of rules on the conducting of the General Meeting

The General Meeting is the highest decision-making body of the Company, comprised of all of the shareholders. The decisions of the General Meeting, which are referred to as resolutions, are binding upon the shareholders, the other organs and the officers of the Company.

The Company shall hold an Annual General Meeting at least once each year (the “Annual General Meeting”) where the report of the Company, prepared according to the Accounting Act, is approved. The Annual General Meeting shall occur no later than four months immediately subsequent to the business year in question. In addition to the Annual General Meeting, the Company may hold extraordinary General Meetings at any time, if necessary.

Notice of each General Meeting of the Company — unless otherwise provided by the Companies Act - shall be published in the manner stipulated by the applicable law and the Articles for the publication of the Company’s notices and advertisements at least 30 days prior to the date of such General Meeting. The public notice of the General Meeting of the Company shall be published by the body responsible for the convocation of the General Meeting either by law or by the Articles.

The General Meeting shall be properly constituted with a quorum if shareholders representing more than half of the shares carrying voting rights at such General Meeting are present in person or by proxy - within 60 minutes of the time stipulated in the public notice convening the General Meeting. A second General Meeting convened and held on the same day and within two hours from the time of the original General Meeting without a sufficient number of shares present to constitute a quorum shall have a quorum for the purposes of considering items on the agenda of the postponed General Meeting regardless of the voting rights represented at such meeting.

Votes for or against a proposed resolution or amendment cast in accordance with the provisions of the Articles shall be regarded as votes duly cast. Abstentions shall not be considered as votes duly cast. The General Meeting shall adopt its resolutions by a simple majority vote except for resolutions on issues listed in the Articles in Section 6.2. (a)-(f), (k), (m), (p), (q) and (t), which shall require at least a three-quarters majority of the votes cast. Notwithstanding anything herein to the contrary, if the General Meeting decides to override a resolution of the Board of Directors, such shareholders resolution shall be binding only if a three-quarter majority of the votes of the shareholders that are present vote in favor of such a resolution.

The detailed rules of conducting the General Meeting are contained in Section 6 of the Articles of Association of the Company that is published on the web site of the Company:

http://www.telekom.hu/static/sw/download/alapszabaly_20090629_eng.pdf

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11. Remuneration statement

Compensation of Board Members, Supervisory Board Members and Audit Committee Members

1. Board of Directors

·                  The members of the Board of Directors receive a fee

·                  The amount of the fee is determined by the General Meeting

·                  The fee is specified on the basis of domestic benchmark data

·                  The fee can be revised upon the initiative of the Remuneration Committee

·                  Members, elected from the management of the strategic investor, waive their entitlement to the fee whereas members, elected from the management of the Company, offer their fee for charity purposes

·                  The Board of Directors annually assesses its own activity according to predefined criteria (strategy, business performance, compliance, efficiency, dividend policy, information flow). Within the framework of the assessment the individual members’ self assessment is also reviewed according to predefined criteria.

2. Supervisory Board

·                  The members of the Supervisory Board receive a fee

·                  The amount of the fee is determined by the General Meeting

·                  The fee is specified on the basis of domestic benchmark data

·                  The fee can be revised upon the initiative of the Remuneration Committee

·                  Members, elected from the management of the strategic investor, waive their entitlement to the fee

·                  The Supervisory Board, based on the itemized review of the tasks specified in its Rules of Procedure, concretely assesses the work of the respective year that was carried out to fulfill the tasks contained in the Rules of Procedure and defines those activities that need to be improved. Within the framework of this activity the Supervisory Board assesses the abilities, experience of the individual members that are necessary to perform their respective duties.

3. Audit Committee

·                  The members of the Supervisory Board receive a fee

·                  The amount of the fee is determined by the General Meeting

·                  The fee is specified on the basis of domestic benchmark data

·                  The fee can be revised upon the initiative of the Remuneration Committee

·                  The Audit Committee, based on the itemized review of the tasks specified in its Rules of Procedure, concretely assesses the work of the respective year that was carried out to fulfill the tasks contained in the Rules of Procedure and defines those activities that need to be improved.

According to the resolutions passed on the General Meeting in April 2007 the remuneration of Board Members, Supervisory Board Members and Audit Committee Members at the Company are as follows:

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4. Management (the term of “management” means the members of the Management Committee of the Company)

·                  With respect to the size of each element of the compensation package the Remuneration Committee submits its proposals in consideration of domestic benchmark surveys.

·                  Final decision is taken by Magyar Telekom’s Board of Directors.

·                  The compensation package is reviewed once each year.

The compensation package consists of the following elements:

Base wage

Its size varies depending on the incumbent’s position, a fixed wage amount tailored to the individual payable in monthly equal installments.

Variable pay

The annual bonus is a specific proportion of the base wage, paid on the basis of the achievement of the individual goals derived from the Magyar Telekom Group strategic goals, specified prior to the given business year. In the case of each individual goal the concrete threshold of under,- and overperformance are also determined and within that the concrete terms of payment are linked to performance targets.

The annual targets and the assessment of their performance, are approved by the Board of Directors on the basis of the submission of the Remuneration Committee.

Other benefits and perks

Other compensation elements have been designed in consideration of domestic benchmark data with a view to cost efficiency (e.g. cars for personal use, mobile phone, managers’ insurance, etc.)

Other benefits and perks have been guided by Magyar Telekom’s Collective Agreement and regulations.

The performance of the members of the management are individually assessed each year, on the basis of predefined criteria and processes.

For the year ended December 31, 2009, the aggregate compensation of the members of the management was HUF 1043 million.

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Corporate Governance Declaration on Compliance with the Corporate Governance Recommendations

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Level of compliance with the Suggestions

The company should indicate whether the relevant suggestion of the CGR is applied or not (— Yes / No)

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