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 February 13, 2007

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-       

 




 

Magyar Telekom

 

Contacts:

 

Szabolcs Czenthe, Magyar Telekom IR

 

 

+36-1-458-0437

 

 

Krisztina Förhécz, Magyar Telekom IR

 

 

+36-1-457-6029

 

 

Rita Walfisch, Magyar Telekom IR

 

 

+36-1-457-6036

 

 

investor.relations@telekom.hu

 

2006 full year results: solid performance, public targets met

 

Budapest – February 13, 2007 – Magyar Telekom (Reuters: NYSE: MTA.N, BSE: MTEL.BU and Bloomberg: NYSE: MTA US, BSE: MTELEKOM HB), the leading Hungarian telecommunications service provider, today reported its consolidated financial results for 2006, in accordance with International Financial Reporting Standards (IFRS). As of the second quarter of 2005, the consolidated income statement includes the results of Crnogorski Telekom (formerly known as Telekom Montenegro Group), while the company’s balance sheet has been consolidated in Magyar Telekom’s accounts since March 31, 2005. As of September 15, 2006, the financial statements include the results of KFKI (Hungarian IT & system integration company).

Highlights:

·                  Revenues grew by 9.1% to HUF 671.2 bn (EUR 2,539.8 m) in 2006 compared to 2005. The higher mobile, internet, and system integration & IT-related revenues compensated for lower outgoing fixed-line traffic revenues. The EDR (unified digital radio network) revenues of Pro-M and the consolidation impact of the acquired companies also boosted top line growth during the period under review.

·                  EBITDA grew slightly by 0.9% to HUF 258.6 bn, with an EBITDA margin of 38.5%. Group EBITDA excluding investigation-related costs (HUF 4.1 bn) was HUF 262.7 bn with an EBITDA margin of 39.1%.

·                  Since the majority of the EDR investments of the Hungarian mobile business is accounted for as sale of network elements under finance lease, EDR investments of HUF 18.0 bnwere reported as sale and cost of network elements constructed for sale in 2006. In the income statement, other mobile revenues and cost of telecom equipment sold include this amount. In addition, HUF 2.2bn of service revenues and HUF 0.5 bn interest income related to the EDR service were accounted for in 2006.

·                  Magyar Telekom has reassessed the accounting of value added services and changed to a net disclosurein case of certain mediated services. This had a negative impact on Hungarian fixed and mobile value added and other service revenues, as well as on other operating expenses and payments to other network operators. The total reduction in revenues and expenses was HUF 5.6 bn and HUF 6.1 bn in 2005 and 2006, respectively, while the change had no impact on EBITDA.

·                  Magyar Telekom has voluntarily changed its accounting policy with regard to the classification of the local business tax considering the decision of the European Court of October 3, 2006 in the case of the Italian local tax, as well as in light of the IFRIC rejection wording issued in March 2006. Accordingly, this tax charge has been reclassified to the income tax line of the profit and loss statement instead of other operating expenses. This results in lower other operating expenses and higher income tax compared to previous reports. There is no impact on net income. Local tax amounted to HUF 8.4 bn in 2005 and HUF 8.5 bn in 2006.

·                  Gross additions to tangible and intangible assets were HUF 90.9 bn. The portion relating to the fixed line segment reached HUF 49.7 bn with mobile at HUF 41.2 bn. Within the mobile segment, HUF 9.4 bn was spent on UMTS-related investments.

1




·                  Fixed line segment: external revenues (after elimination of inter-segment revenues) increased by 4.5% to HUF 343.9 bn. An increase in internet and system integration & IT-related revenues offset the decline in outgoing traffic revenues. EBITDA amounted to HUF 118.7 bn and the EBITDA margin on external revenues was 34.5%.

·                  Mobile segment: external revenues increased by 14.5% to HUF 327.3 bn, driven by voice revenues and the EDR project. EBITDA amounted to HUF 139.9 bn with the EBITDA margin on external revenues reaching 42.8%.

·                  Profit attributable to equity holders of the company (net income) fell by 2.2%, from HUF 78.4 bn (EUR 316.1 m) to HUF 76.7 bn (EUR 290.1 m). Despite the slight EBITDA growth, net income declined, primarily due to higher depreciation and amortization expenses.

·                  Net cash from operating activities fell to HUF 186.0 bn. The slight growth in EBITDA was offset by the increased working capital requirement, which is due to the EDR project, and by the higher income tax paid, driven by the decrease in corporate tax receivable. Net cash utilized in investing activities decreased to HUF 119.4 bn. This was driven by lower capital expenditure on tangible and intangible assets and higher proceeds from real estate disposals, as well as the sale of financial assets. Cash spent on the purchase of subsidiaries remained broadly stable (with the Montenegrin acquisition in 2005 and the acquisitions of MakTel treasury shares, KFKI, Dataplex and Orbitel in 2006). Net cash flows from financing activities reflect the absence of a dividend payment in 2006.

·                  Net debt decreased by HUF 68.7 bn to HUF 227.9 bn compared to the end of 2005. The net debt ratio (net debt to net debt plus total equity) fell to 27.7% at end-December 2006 (33.2% at end-December 2005). This is due to the fact that the Company has not paid dividends for 2005 earnings in 2006, although shareholders’ equity reflects the dividend decision of the EGM held on December 21, 2006.

Christopher Mattheisen, Chairman and CEO commented:“Operationally, 2006 saw a number of positive developments for Magyar Telekom. Despite strong competition in all areas, we preserved our leading position in our key businesses. Both revenue growth and EBITDA in forint terms were comfortably in line with our full year targets.  The gross additions to tangible and intangible assets to revenues (capex to sales) ratio was 13.5%, in line with our goal of keeping the ratio below 15% in 2006. In the Hungarian fixed line business, we made several acquisitions and successfully integrated these investments into our existing portfolio. We developed a strong position in the growing IT, SI and telco-outsourcing market. The number of broadband connections has increased by 60% during 2006 and we launched IPTV service at the end of the year. We continued to focus on customer retention through our flat rate offers.  As a result, access, internet and IT related revenues increased, offsetting the continued erosion of traffic revenues. In 2006 we saw the initial positive impacts of the fixed-mobile merger, whilst also recording some one-off costs related to this complex process.  As part of the integration, we fully unified our store network, which now provides complete services to our customers. In the Hungarian mobile market, we maintained our clear market leadership. We were the first in Hungary to fully introduce the super-fast HSDPA service in the market, supporting a successful mobile broadband rollout. The country-wide EDR (unified digital radio) network rollout has also now been completed. Finally, international operations in Macedonia and Montenegro showed an excellent performance, making a considerable contribution to our profitability.

Looking forward to 2007, we are targeting stable revenue and EBITDA in forint terms over 2006 reported figures.  Our target for gross additions to tangible and intangible assets to revenues (capex to sales) ratio is below 14% in 2007. Regarding our strategy going forward, I can confirm that we intend to maintain the direction that the Group is currently following.  I would, however, like to underline three areas to which we intend to give stronger impetus: firstly, excellence through a stronger customer focus and significantly improved service quality, secondly, greater efficiency through improvements in operational cost structure,

2




headcount productivity and leveraging new, integrated revenue opportunities. Last but not least, our goal remains to seek growth in the form of value-creating acquisitions in the future, both in Hungary and in our region.”

Hungarian fixed line operations: revenue growth driven by internet and SI/IT services

Revenues before elimination grew to HUF 78.9 bn in Q4 2006, up 6.6% compared to the same period last year. EBITDA margin for the quarter was 27.0%. Excluding the HUF 0.9 bn cost of the investigation and the modifications related to the Universal Telecommunication Support Fund (decreasing other operating expenses in Q4 2005 and increasing in Q4 2006 by HUF 0.7 bn), EBITDA was HUF 22.9 bn, down by 5.6%. EBITDA margin was 29.0% in Q4 2006. Internet revenues showed a 27.1% increase thanks to the significant growth in the number of installed ADSL lines. The total number of broadband connections (mainly ADSL and cable) exceeded 570,000 at end-2006. Mainly driven by acquisitions of KFKI and Dataplex, system integration & IT revenues grew from HUF 2.1 bn to HUF 11.8 bn in the Q4 2006 compared to the same quarter last year. Domestic and international traffic revenues combined declined by 29.4% reflecting mobile substitution and competition driven average price decline. Strong mobile substitution and number portability resulted in a 4% decline in the total number of fixed lines at end-2006 compared to a year ago. Customised tariff packages at the parent company represented over 83% of the total number of lines at the end of 2006.

International fixed line operations: solid EBITDA margin in Macedonia, headcount reduction in Montenegro

Revenues before elimination grew by 5.5% to HUF 16.6 bn in Q4 2006, reflecting the favorable exchange rate impact and the strong revenue increase of the Montenegrin operations. EBITDA fell to HUF 3.3 bn with an EBITDA margin of 19.7%.  This was due to the headcount reduction related expenses of HUF 2.5 bn in Montenegro and the increasing role of lower margin international wholesale and alternative operations. MakTel’s fixed line revenues decreased by 2.1%, as a decline in outgoing traffic revenues (by 11.9%) was only partially compensated by international wholesale and internet-related revenues. EBITDA increased by 20.0% to HUF 4.1 bn, supported by the impact of the headcount reduction in Q4 2005. EBITDA margin was 38.4% in the fourth quarter. Fixed line operations in Montenegro contributed HUF 4.7 bn to Group revenues in the fourth quarter of 2006 (HUF 4.1 bn in Q4 2005). The growth was fuelled by favorable FX movements and higher wholesale and internet revenues. Due to the headcount reduction related expenses, EBITDA was HUF -0.6 bn (against HUF 0.8 bn in Q4 2005).

Hungarian mobile operations: clear market leadership maintained, EDR revenues

Revenues before elimination grew by 21.9% to HUF 82.6 bn in Q4 2006 as a result of EDR-related revenues (within other revenues), higher enhanced service and equipment sales revenues. EBITDA was HUF 28.8 bn, up by 15.3% over Q4 2005, mainly due to the modifications related to the Universal Telecommunication Support Fund, increasing other operating expenses in Q4 2005 and decreasing by HUF 1.1 bn in Q4 2006. Average acquisition cost per customer continued to fall, reflecting reduced subsidies in both prepaid and postpaid segments. When calculating subscriber acquisition cost, we include the connection margin (SIM card cost less the connection fee) and the sales-related equipment subsidy and agent fee. Although the introduction of new, flat-rate packages generated higher usage, the discounts and bundled free minutes offered, as well as the extensive use of closed user group offers, combined with the change in disclosure of enhanced services, resulted in a slight erosion of ARPU (monthly average revenue per user). MOU (monthly average minutes of use per subscriber) grew to 149 in Q4 2006, indicating strong price elasticity.

3




International mobile operations: strong revenue and EBITDA growth at both companies

Revenues before elimination grew by 15.2% to HUF 13.1 bn in Q4 2006 due to the strong performance of both companies and also helped by the favorable exchange rate effect. EBITDA was HUF 6.4 bn with an EBITDA margin of 49.0%. T-Mobile Macedonia reported 14.8% revenue growth thanks to the increasing customer base and usage, partly offset by the continuously decreasing tariffs. EBITDA was HUF 5.6 bn with an EBITDA margin of 55.3%. T-Mobile Crna Gora contributed revenues of HUF 3.0 bn (up 16.4%) and an EBITDA of HUF 0.8 bn in Q4 2006 (against HUF 0.3 bn in Q4 2005).

As previously disclosed, the Company is still investigating certain contracts to determine whether they were entered into in violation of Company policy or applicable law or regulation. In the course of conducting their audit of our 2005 financial statements, PricewaterhouseCoopers Könyvvizsgáló és Gazdasági Tanácsadó Kft. (“PwC”) identified certain contracts the nature and business purposes of which were not readily apparent.  PwC notified the Audit Committee of the Supervisory Board (the “Audit Committee”) and advised them to retain independent counsel to conduct an investigation into these contracts. Our Audit Committee retained the law firm of White & Case LLP (“White & Case”), as its independent legal counsel, to conduct the investigation. Based on the documentation and other evidence obtained by it, the White & Case investigation has preliminarily concluded that it was unable to determine a proper business purpose for four consulting contracts entered into by the Company and two of its subsidiaries in 2005, and further found that certain employees had destroyed evidence that was relevant to the investigation. We have taken and are taking remedial measures to address weaknesses in our control environment that were revealed by the investigation. The investigation delayed the finalization of our 2005 financial statements, and as a result we and some of our subsidiaries have failed and may fail to meet certain deadlines prescribed by applicable laws and regulations for preparing and filing audited annual results and holding annual general meetings. We have to date been fined HUF 13 m as a consequence of these delays and additional fines could be imposed in the future. See our press release dated December 21, 2006 for further details on this investigation. Magyar Telekom (“MT”) incurred HUF 4.1 bn expenses relating to the investigation in 2006, which are included in other operating expenses — net in the Hungarian fixed line operations as part of the Headquarters costs. Although the investigation has not been finalized, based on the independent investigators’ findings and conclusions to date, the contracts under investigation were entered into without full compliance with internal company procedures regarding the entry of such contracts. Moreover, sufficient evidence could not be obtained that adequate value was received under these contracts. In its preliminary 2005 results announcement Magyar Telekom capitalized HUF 1.1 bn payments made related to two of these contracts. As a result of the findings of the investigation, Magyar Telekom has changed the accounting treatment of these contracts and expensed this amount, as well as the related HUF 0.2 bn potential tax obligation, increasing other operating expenses by HUF 1.3 bn.

About Magyar Telekom

Magyar Telekom is the principal provider of telecom services in Hungary. Magyar Telekom provides a broad range of services including traditional fixed line and mobile telephony, data transmission and value-added services. Magyar Telekom owns the majority of the shares of MakTel, the sole fixed line operator and its subsidiary T-Mobile Macedonia, the leading mobile operator in Macedonia. Magyar Telekom has a majority stake in Crnogorski Telekom. This Group provides fixed, mobile and Internet services in Montenegro. Key shareholders of Magyar Telekom as of December 31, 2006 include MagyarCom Holding GmbH (59.21%), owned by Deutsche Telekom AG. The remainder, 40.79% is publicly traded.

This investor news contains forward-looking statements. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. These statements are based on current plans, estimates and projections, and therefore should not have undue reliance placed upon them. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors are described in, among other things, our Annual Report on Form 20-F for the year ended December 31, 2004 filed with the U.S. Securities and Exchange Commission.

For detailed information on Magyar Telekom’s 2006 results please visit our website:

(www.magyartelekom.hu/english/investorrelations/main.vm) or the website of the Budapest Stock Exchange (www.bse.hu).

4




MAGYAR TELEKOM

Consolidated

Income Statements - IFRS

 

 

Year ended December 31,

 

%

 

(HUF million)

 

2005

 

2006

 

change

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscriptions

 

90 550

 

93 387

 

3.1

%

Domestic outgoing traffic revenues

 

87 497

 

69 724

 

(20.3

)%

International outgoing traffic revenues

 

11 155

 

10 267

 

(8.0

)%

Value added, cable voice and other services

 

8 477

 

8 902

 

5.0

%

 

 

 

 

 

 

 

 

Voice - retail revenues

 

197 679

 

182 280

 

(7.8

)%

 

 

 

 

 

 

 

 

Domestic incoming traffic revenues

 

9 530

 

9 125

 

(4.2

)%

International incoming traffic revenues

 

16 049

 

19 566

 

21.9

%

 

 

 

 

 

 

 

 

Voice - wholesale revenues

 

25 579

 

28 691

 

12.2

%

 

 

 

 

 

 

 

 

Voice revenues total

 

223 258

 

210 971

 

(5.5

)%

 

 

 

 

 

 

 

 

Internet broadband

 

29 773

 

42 034

 

41.2

%

Internet narrowband, content and other

 

10 010

 

7 699

 

(23.1

)%

 

 

 

 

 

 

 

 

Internet revenues total

 

39 783

 

49 733

 

25.0

%

 

 

 

 

 

 

 

 

Data

 

26 792

 

27 121

 

1.2

%

 

 

 

 

 

 

 

 

System Integration/Information Technology

 

9 023

 

24 679

 

173.5

%

 

 

 

 

 

 

 

 

Multimedia

 

15 037

 

17 506

 

16.4

%

 

 

 

 

 

 

 

 

Equipment sales

 

5 205

 

4 249

 

(18.4

)%

 

 

 

 

 

 

 

 

Other revenues

 

10 108

 

9 607

 

(5.0

)%

 

 

 

 

 

 

 

 

Total fixed segment revenues

 

329 206

 

343 866

 

4.5

%

 

 

 

 

 

 

 

 

Network usage and access

 

225 003

 

240 284

 

6.8

%

Enhanced services

 

36 539

 

40 258

 

10.2

%

Equipment sales and activation fee

 

23 472

 

25 280

 

7.7

%

Other revenues

 

834

 

21 507

 

2 478.8

%

Total mobile segment revenues

 

285 848

 

327 329

 

14.5

%

 

 

 

 

 

 

 

 

Total revenues

 

615 054

 

671 195

 

9.1

%

 

 

 

 

 

 

 

 

Employee-related expenses

 

(92 783

)

(95 253

)

2.7

%

Depreciation and amortization

 

(114 686

)

(122 249

)

6.6

%

Payments to other network operators

 

(88 587

)

(93 154

)

5.2

%

Cost of telecommunications equipment sales

 

(37 221

)

(59 714

)

60.4

%

Other operating expenses - net

 

(140 023

)

(164 435

)

17.4

%

 

 

 

 

 

 

 

 

Total operating expenses

 

(473 300

)

(534 805

)

13.0

%

 

 

 

 

 

 

 

 

Operating profit

 

141 754

 

136 390

 

(3.8

)%

 

 

 

 

 

 

 

 

Net financial expenses

 

(31 501

)

(25 410

)

(19.3

)%

 

 

 

 

 

 

 

 

Share of associates’ profits

 

330

 

703

 

113.0

%

 

 

 

 

 

 

 

 

Profit before income tax

 

110 583

 

111 683

 

1.0

%

 

 

 

 

 

 

 

 

Income tax

 

(21 858

)

(23 013

)

5.3

%

 

 

 

 

 

 

 

 

Profit for the period

 

88 725

 

88 670

 

(0.1

)%

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

Equity holders of the Company (Net income)

 

78 415

 

76 659

 

(2.2

)%

Minority interests

 

10 310

 

12 011

 

16.5

%

 

 

88 725

 

88 670

 

(0.1

)%

 

5




MAGYAR TELEKOM

Consolidated

Balance Sheets - IFRS

(HUF million)

 

Dec 31, 2005

 

Dec 31, 2006

 

% change

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

46 060

 

79 128

 

71.8

%

Other financial assets

 

1 817

 

2 692

 

48.2

%

Trade and other receivables

 

95 956

 

104 016

 

8.4

%

Current income tax receivable

 

1 679

 

6 735

 

301.1

%

Inventories

 

8 414

 

10 460

 

24.3

%

Assets held for disposal

 

2 302

 

6 825

 

196.5

%

 

 

 

 

 

 

 

 

Total current assets

 

156 228

 

209 856

 

34.3

%

 

 

 

 

 

 

 

 

Non current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment - net

 

580 736

 

550 900

 

(5.1

)%

Intangible assets - net

 

319 797

 

331 740

 

3.7

%

Associates

 

5 020

 

5 771

 

15.0

%

Deferred taxes

 

14 966

 

10 503

 

(29.8

)%

Other financial assets

 

6 201

 

23 753

 

283.1

%

 

 

 

 

 

 

 

 

Total non current assets

 

926 720

 

922 667

 

(0.4

)%

 

 

 

 

 

 

 

 

Total assets

 

1 082 948

 

1 132 523

 

4.6

%

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans from related parties

 

74 648

 

74 000

 

(0.9

)%

Loans and other borrowings - third party

 

43 602

 

29 605

 

(32.1

)%

Trade and other payables

 

119 464

 

200 589

 

67.9

%

Current income tax payable

 

1 472

 

1 736

 

17.9

%

Deferred revenue

 

918

 

234

 

(74.5

)%

Provisions for liabilities and charges

 

6 817

 

8 414

 

23.4

%

 

 

 

 

 

 

 

 

Total current liabilities

 

246 921

 

314 578

 

27.4

%

 

 

 

 

 

 

 

 

Non current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans from related parties

 

212 000

 

185 432

 

(12.5

)%

Loans and other borrowings - third party

 

14 215

 

20 697

 

45.6

%

Deferred revenue

 

267

 

170

 

(36.3

)%

Deferred taxes

 

3 189

 

5 368

 

68.3

%

Provisions for liabilities and charges

 

3 141

 

3 344

 

6.5

%

Other non current liabilities

 

5 521

 

8 560

 

55.0

%

 

 

 

 

 

 

 

 

Total non current liabilities

 

238 333

 

223 571

 

(6.2

)%

 

 

 

 

 

 

 

 

Total liabilities

 

485 254

 

538 149

 

10.9

%

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

104 281

 

104 277

 

(0.0

)%

Additional paid in capital

 

27 382

 

27 380

 

(0.0

)%

Treasury stock

 

(1 926

)

(1 504

)

(21.9

)%

Cumulative translation adjustment

 

(420

)

(1 474

)

251.0

%

Retained earnings and other reserves

 

398 250

 

398 567

 

0.1

%

Total shareholders’ equity

 

527 567

 

527 246

 

(0.1

)%

Minority interests

 

70 127

 

67 128

 

(4.3

)%

Total equity

 

597 694

 

594 374

 

(0.6

)%

 

 

 

 

 

 

 

 

Total liabilities and equity

 

1 082 948

 

1 132 523

 

4.6

%

 

6




MAGYAR TELEKOM

Consolidated

Cashflow Statements - IFRS

 

 

Year ended Dec 31,

 

%

 

(HUF million)

 

2005

 

2006

 

change

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Operating profit

 

141 754

 

136 390

 

(3.8

)%

Depreciation and amortization

 

114 686

 

122 249

 

6.6

%

Change in working capital

 

(1 588

)

(13 204

)

731.5

%

Interest paid

 

(31 078

)

(29 876

)

(3.9

)%

Bank and other finance charges paid

 

(3 157

)

(3 604

)

14.2

%

Income tax paid

 

(11 479

)

(19 392

)

68.9

%

Other cashflows from operations

 

(7 802

)

(6 557

)

(16.0

)%

 

 

 

 

 

 

 

 

Net cashflows from operating activities

 

201 336

 

186 006

 

(7.6

)%

 

 

 

 

 

 

 

 

Cashflows from investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of tangible and intangible assets

 

(103 587

)

(96 992

)

(6.4

)%

Purchase of subsidiaries and business units

 

(35 927

)

(35 367

)

(1.6

)%

Cash acquired through business combinations

 

1 866

 

379

 

(79.7

)%

Interest received

 

2 195

 

2 002

 

(8.8

)%

Dividends received

 

1 729

 

157

 

(90.9

)%

Purchase of financial investments - net

 

(371

)

3 551

 

n.m.

 

Proceeds from disposal of non current assets

 

2 529

 

6 798

 

168.8

%

Proceeds from disposal of subsidiaries

 

0

 

115

 

n.a.

 

 

 

 

 

 

 

 

 

Net cashflows from investing activities

 

(131 566

)

(119 357

)

(9.3

)%

 

 

 

 

 

 

 

 

Cashflows from financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends paid to shareholders and minority interest

 

(84 551

)

(77

)

(99.9

)%

Net proceeds of loans and other borrowings

 

20 734

 

(35 564

)

n.m.

 

Other

 

1 969

 

491

 

(75.1

)%

 

 

 

 

 

 

 

 

Net cashflows from financing activities

 

(61 848

)

(35 150

)

(43.2

)%

 

 

 

 

 

 

 

 

Effect of foreign exchange rate changes on cash and cash equivalents

 

1 259

 

1 569

 

24.6

%

 

 

 

 

 

 

 

 

Change in cash and cash equivalents

 

9 181

 

33 068

 

260.2

%

 

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

36 879

 

46 060

 

24.9

%

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

46 060

 

79 128

 

71.8

%

 

 

 

 

 

 

 

 

Change in cash and cash equivalents

 

9 181

 

33 068

 

260.2

%

 

7




Summary of key operating statistics

GROUP

 

Dec 31, 2005

 

Dec 31, 2006

 

% change

 

 

 

 

 

 

 

 

 

EBITDA margin

 

41.7

%

38.5

%

n.a.

 

Operating margin

 

23.0

%

20.3

%

n.a.

 

Net income margin

 

12.7

%

11.4

%

n.a.

 

ROA

 

7.4

%

6.9

%

n.a.

 

Net debt

 

296,588

 

227,914

 

(23.2

)%

Net debt to total capital

 

33.2

%

27.7

%

n.a.

 

Number of employees (closing full equivalent)

 

11,919

 

12,341

 

3.5

%

 

FIXED LINE SEGMENT

 

Dec 31, 2005

 

Dec 31, 2006

 

% change

 

 

 

 

 

 

 

 

 

Hungarian fixed line operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed line penetration

 

35.6

%

34.2

%

n.a.

 

Digitalization of exchanges with ISDN

 

100.0

%

100.0

%

n.a.

 

Number of closing lines (1)

 

 

 

 

 

 

 

Residential

 

1,981,876

 

1,902,011

 

(4.0

)%

Business

 

248,955

 

236,019

 

(5.2

)%

Payphone

 

22,112

 

20,517

 

(7.2

)%

ISDN channels

 

500,696

 

485,290

 

(3.1

)%

Total lines

 

2,753,639

 

2,643,837

 

(4.0

)%

 

 

 

 

 

 

 

 

Traffic in minutes (thousands) (1)

 

 

 

 

 

 

 

Local

 

3,282,575

 

3,284,852

 

0.1

%

Long distance

 

1,096,685

 

1,157,640

 

5.6

%

Fixed to mobile

 

747,195

 

594,743

 

(20.4

)%

Domestic outgoing traffic

 

5,126,455

 

5,037,235

 

(1.7

)%

International outgoing traffic

 

113,315

 

98,723

 

(12.9

)%

Internet (2)

 

1,953,968

 

1,044,782

 

(46.5

)%

Total outgoing traffic

 

7,193,738

 

6,180,740

 

(14.1

)%

 

 

 

 

 

 

 

 

Data products

 

 

 

 

 

 

 

ADSL lines

 

329,314

 

512,810

 

55.7

%

Number of Internet subscribers

 

 

 

 

 

 

 

Dial-up

 

80,938

 

31,401

 

(61.2

)%

Leased line

 

751

 

656

 

(12.6

)%

DSL

 

218,954

 

336,181

 

53.5

%

W-LAN

 

1,467

 

1,175

 

(19.9

)%

CATV

 

26,425

 

57,587

 

117.9

%

Total Internet subscribers

 

328,535

 

427,000

 

30.0

%

Market share in the dial-up market (estimated)

 

42

%

39

%

n.a.

 

Managed leased lines (Flex-Com connections) (1)

 

10,289

 

9,165

 

(10.9

)%

Cable television customers

 

403,631

 

414,286

 

2.6

%

Total broadband Internet access (3)

 

357,957

 

572,228

 

59.9

%

 

 

 

 

 

 

 

 

International fixed line operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Macedonian fixed line penetration

 

26.0

%

23.9

%

n.a.

 

Number of closing lines

 

 

 

 

 

 

 

Residential

 

467,559

 

430,082

 

(8.0

)%

Business

 

48,252

 

42,780

 

(11.3

)%

Payphone

 

2,063

 

2,087

 

1.2

%

ISDN channels

 

41,262

 

42,200

 

2.3

%

Total Macedonian lines

 

559,136

 

517,149

 

(7.5

)%

 

 

 

 

 

 

 

 

Macedonian traffic in minutes (thousands)

 

 

 

 

 

 

 

Local

 

1,368,786

 

1,196,762

 

(12.6

)%

Long distance

 

201,206

 

176,964

 

(12.0

)%

Fixed to mobile

 

139,203

 

123,032

 

(11.6

)%

Domestic outgoing traffic

 

1,709,195

 

1,496,758

 

(12.4

)%

International outgoing traffic

 

31,557

 

27,455

 

(13.0

)%

Internet

 

207,213

 

179,338

 

(13.5

)%

Total outgoing Macedonian traffic

 

1,947,965

 

1,703,551

 

(12.5

)%

 

 

 

 

 

 

 

 

Data products (Macedonia)

 

 

 

 

 

 

 

ADSL lines

 

7,798

 

16,462

 

111.1

%

Number of Internet subscribers

 

 

 

 

 

 

 

Dial-up

 

83,930

 

109,096

 

30.0

%

Leased line

 

137

 

141

 

2.9

%

DSL

 

7,798

 

16,462

 

111.1

%

Total Internet subscribers

 

91,865

 

125,699

 

36.8

%

Market share in the dial-up market (estimated)

 

81

%

94

%

n.a.

 

 

8




 

Montenegrin fixed line penetration

 

31.2

%

31.4

%

n.a.

 

Number of closing lines

 

 

 

 

 

 

 

PSTN lines

 

175,122

 

173,248

 

(1.1

)%

ISDN channels

 

18,750

 

21,288

 

13.5

%

Total Montenegrin lines

 

193,872

 

194,536

 

0.3

%

 

 

 

 

 

 

 

 

Montenegrin traffic in minutes (thousands)

 

 

 

 

 

 

 

Local

 

301,927

 

313,854

 

4.0

%

Long distance

 

126,024

 

126,676

 

0.5

%

Fixed to mobile

 

42,206

 

39,090

 

(7.4

)%

Domestic outgoing traffic

 

470,157

 

479,620

 

2.0

%

International outgoing traffic

 

12,662

 

13,138

 

3.8

%

Internet

 

385,264

 

361,201

 

(6.2

)%

Total outgoing Montenegrin traffic

 

868,083

 

853,959

 

(1.6

)%

 

 

 

 

 

 

 

 

Data products (Montenegro)

 

 

 

 

 

 

 

ADSL lines

 

1,085

 

6,639

 

511.9

%

Number of Internet subscribers

 

 

 

 

 

 

 

Prepaid

 

25,594

 

25,669

 

0.3

%

Leased line

 

117

 

121

 

3.4

%

DSL

 

1,085

 

6,639

 

511.9

%

Total Internet subscribers

 

26,796

 

32,429

 

21.0

%

Market share in the dial-up market (estimated)

 

96

%

98

%

n.a.

 

 


(1)          Magyar Telekom Plc. + Emitel (100% owned by Magyar Telekom Plc.)

(2)          Internet minutes include traffic both on analog lines (reported earlier as local traffic) and on ISDN lines (not reported earlier as traffic minutes)

(3)          Includes ADSL lines operated by Magyar Telekom Plc. and Emitel plus T-Online Hungary’s broadband customers (other than the ADSL purchased from Magyar Telekom)

MOBILE SEGMENT

 

Dec 31, 2005

 

Dec 31, 2006

 

% change

 

 

 

 

 

 

 

 

 

Hungarian mobile operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mobile penetration

 

92.4

%

99.0

%

n.a.

 

Market share of T-Mobile Hungary

 

45.0

%

44.5

%

n.a.

 

Number of customers (RPC)

 

4,193,855

 

4,431,136

 

5.7

%

Postpaid share in the RPC base

 

31.6

%

34.9

%

n.a.

 

MOU

 

127

 

142

 

11.8

%

ARPU

 

4,832

 

4,800

 

(0.7

)%

Overall churn rate

 

18.5

%

17.9

%

n.a.

 

Postpaid

 

10.4

%

9.9

%

n.a.

 

Prepaid

 

22.0

%

21.9

%

n.a.

 

Enhanced services within ARPU

 

621

 

667

 

7.4

%

Average acquisition cost (SAC) per customer

 

7,062

 

6,234

 

(11.7

)%

 

 

 

 

 

 

 

 

International mobile operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Macedonian mobile penetration

 

61.3

%

68.3

%

n.a.

 

Market share of T-Mobile Macedonia

 

69.2

%

66.5

%

n.a.

 

Number of customers (RPC)

 

877,142

 

944,530

 

7.7

%

Postpaid share in the RPC base

 

15.9

%

18.8

%

n.a.

 

MOU

 

63

 

72

 

14.3

%

ARPU

 

3,065

 

3,206

 

4.6

%

 

 

 

 

 

 

 

 

Montenegrin mobile penetration

 

78.6

%

129.8

%

n.a.

 

Market share of T-Mobile Crna Gora

 

42.7

%

41.2

%

n.a.

 

Number of customers (RPC) (4)

 

208,094

 

331,616

 

59.4

%

Postpaid share in the RPC base

 

15.0

%

14.6

%

n.a.

 

MOU

 

127

 

127

 

0.0

%

ARPU

 

3,745

 

3,858

 

3.0

%

 


(4)          In October 2006, prepaid voucher lifecycle was extended from 3 to 11 months in Montenegro, resulting in increase in the number of prepaid RPC

9




Analysis of the Financial Statements

for the year ended December 31, 2006

Exchange rate information

The Euro weakened by 0.2% against the Hungarian Forint year on year (from 252.73 HUF/EUR on December 31, 2005 to 252.30 HUF/EUR on December 31, 2006). The average HUF/EUR rate increased from 248.05 in 2005 to 264.27 in 2006.

The U.S. Dollar depreciated by 10.3% against the Hungarian Forint year on year (from 213.58 HUF/USD on December 31, 2005 to 191.62 HUF/USD on December 31, 2006).

Analysis of group income statements

Crnogorski Telekom’s balance sheet was consolidated in our accounts as of March 31, 2005, while its results are included in our consolidated income statement from the second quarter of 2005. As a result, changes in group revenue and expense lines are partly explained by that we consolidated 9 months results of Crnogorki Telekom in 2005, while the full year results were consolidated in 2006.

As previously disclosed, Magyar Telekom (“the Company”) is still investigating certain contracts to determine whether they were entered into in violation of Company policy or applicable law or regulation.

In the course of conducting their audit of our 2005 financial statements, PricewaterhouseCoopers Könyvvizsgáló és Gazdasági Tanácsadó Kft. (“PwC”) identified certain contracts the nature and business purposes of which were not readily apparent.  PwC notified the Audit Committee of the Supervisory Board (the “Audit Committee”) and advised them to retain independent counsel to conduct an investigation into these contracts. Our Audit Committee retained the law firm of White & Case LLP (“White & Case”), as its independent legal counsel, to conduct the investigation. Based on the documentation and other evidence obtained by it, the White & Case investigation has preliminarily concluded that it was unable to determine a proper business purpose for four consulting contracts entered into by the Company and two of its subsidiariesin 2005, and further found that certain employees had destroyed evidence that was relevant to the investigation. We have taken and are taking remedial measures to address weaknesses in our control environment that were revealed by the investigation.

The investigation delayed the finalization of our 2005 financial statements, and as a result we and some of our subsidiaries have failed and may fail to meet certain deadlines prescribed by applicable laws and regulations for preparing and filing audited annual results and holding annual general meetings. We have to date been fined HUF 13 million as a consequence of these delays and additional fines could be imposed in the future.

See our press release dated December 21, 2006 for further details on this investigation.

10




Magyar Telekom (“MT”) incurred HUF 4.1 bn expenses relating to the investigation in 2006, which are included in other operating expenses – net in the Hungarian fixed line operations.

Although the investigation has not been finalized, based on the independent investigators’ findings and conclusions to date, the contracts under investigation were entered into without full compliance with internal company procedures regarding the entry of such contracts. Moreover, sufficient evidence could not be obtained that adequate value was received under these contracts. In its preliminary 2005 results announcement Magyar Telekom capitalized HUF 1.1 bn payments made related to two of these contracts. As a result of the findings of the investigation, Magyar Telekom changed the accounting treatment of these contracts and expensed this amount, as well as the related HUF 0.2 bn potential tax obligation, increasing other operating expenses in 2005 by HUF 1.3 bn.

After the publication of the preliminary results, the Supreme Court revised the original decision of the court in September 2005 regarding the Universal Telecommunications Support Fund and the related obligations of T-Mobile Hungary. Although the impacts were reported in the 2006 quarterly financial statements, the changes related to 2005. Hence, the related receivables, liabilities and tax balances, as well as operating expenses and tax expense have been adjusted in the 2005 financial statements. As a result, the 2005 consolidated operating profit of Magyar Telekom decreased by HUF 0.4 bn compared to the preliminary results released in our 4Q05 flash report.

Magyar Telekom has voluntarily changed its accounting policy with regard to the classification of the local business tax and the innovation contribution considering the decision of the European Court of October 3, 2006 in the case of the Italian local tax also in light of the IFRIC rejection wording issued in March 2006. Accordingly, the tax charges have been reclassified to the income tax line of the profit and loss statement instead of other operating expenses. Magyar Telekom believes to provide better information on the effective tax charges on income to the readers of the financial statements as a result of the revised classification of the above taxes. As this is considered as a voluntary change in accounting policy for better presentation, the change had to be carried out retrospectively. As a result, 2005 other operating expenses decreased and income tax line increased by HUF 8.4 bn with no effect on net income. In 2006, the related taxes at the income tax line amounted to HUF 8.5 bn.

Further, due to a change in IAS 39, effective from January 2006, MT had to change its accounting policy retrospectively and restate its 2005 comparatives with respect to the fair valuation of its shares in CKB, a Montenegrin Bank sold to OTP in 2006. This resulted in minor changes in Financial expenses, Tax and Minority interest having a HUF 149 million negative impact on the 2005 Net income, reversing in 2006.

MT has reassessed its status in the provision of a number of value added services, where so far we accounted for revenue on a gross basis implying a principal status rather than an agent status in the provision of the service. A gross basis means that revenues included the full amount of fees collected from customers, and outpayments to related service providers were included in operating expenses. After analyzing the relationships with our subcontractors one by one, we have changed our judgment of the situation in some cases, and now we assess that in these cases MT is more the selling agent of these products than the principal provider of the service, from an IFRS accounting point of view. This had a decreasing impact on the fixed line “Value added, cable voice and other services”

11




revenues and the mobile “Enhanced services” revenues as well as on subcontractor payments in “Other operating expenses - net”. The change only meant netting between revenues and expenses; it had no impact on either operating profit or net income. These services change year to year: certain services that were justifiably disclosed gross are running out and new services may be identified as an agent’s service, such as the motorway sticker sales in 2006. The contractual terms of a given service may change from period to period, and the principal / agent status is always dependent on the particulars of a given contract.

Revenues

Fixed line voice-retail revenues decreased by 7.8% in 2006 compared to the previous year, mainly driven by lower domestic outgoing traffic revenues at Magyar Telekom Plc. due to wider use of flat-rate packages and decreased customer base resulting mainly from competition and mobile substitution.

Subscription fees showed an increase as subscription revenue from customized and supplementary packages at Magyar Telekom Plc. generated higher revenues as higher proportion of our customers chose such packages. The increase in subscription fee revenues was helped by Maktel due to favorable foreign exchange movement and higher tariffs as tariff rebalancing occurred in August 2005. The positive effect of the consolidation of T-Com CG’s full year revenues in 2006 also appears on this revenue line. These increases were partly offset by decreased ISDN subscription revenues resulting from lower average number of customers and lower prices in Hungary.

Domestic outgoing fixed line traffic revenues in 2006 amounted to HUF 69.7 bn compared to HUF 87.5 bn in 2005. Domestic outgoing traffic revenues decreased due to lower average per minute fees and loss of fixed line customers mainly owing to competition from other fixed line service providers and mobile substitution. Both Magyar Telekom Plc. and Emitel offered several price discounts to customers choosing different tariff packages. Customized tariff packages represented 83.4% of the lines at Magyar Telekom Plc. at December 31, 2006. The most popular of these packages are the Favorit packages and the Felezó (Halving) package. Domestic outgoing traffic revenues also decreased at Maktel primarily due to lower usage. The consolidation of T-Com CG’s full year revenues in 2006 partly offset these decreases.

International outgoing fixed line traffic revenues decreased by 8.0%, from HUF 11.2 bn in 2005 to HUF 10.3 bn in the same period of 2006. This decrease is mainly due to decreased outgoing minutes at Magyar Telekom Plc. Outgoing international traffic revenues also decreased at Maktel as a result of lower volume of minutes and decreased prices. The consolidation of T-Com CG’s revenues in 2006 partly offset these decreases.

Voice-wholesale revenues increased by 12.2% in 2006 compared to 2005 driven by higher international incoming traffic revenues.

Domestic incoming fixed line traffic revenues for the year ended December 31, 2006 decreased by 4.2% compared to the same period in 2005. Traffic revenues from LTOs decreased at Magyar Telekom Plc. due to the application of the new RIO prices based on NHH decision from June 2006, also applied retrospectively since September 2005. Revenues from call origination and call termination also declined owing to lower RIO

12




fees, partly offset by higher volume of traffic. Incoming revenues from mobile operators showed a decrease at Maktel resulting from lower interconnection prices of international calls. These decreases were somewhat offset by the additional revenue resulting from the consolidation of T-Com CG.

International incoming fixed line traffic revenues increased to HUF 19.6 bn for the year ended December 31, 2006 compared to HUF 16.0 bn for the same period in 2005. International incoming revenues increased mainly at Maktel due to the 28.6% higher international incoming minutes resulting from the restricted illegal VoIP traffic and, to a lesser extent, the favorable foreign exchange movements. The higher international incoming revenue was also due to the inclusion of T-Com CG’s full year revenues. International incoming traffic revenues are also higher at Magyar Telekom Plc. due to the increased volume of international incoming traffic and higher HUF/EUR exchange rate, partly offset by lower average settlement rates. Higher traffic terminated in Magyar Telekom Plc. and LTO areas was only partly offset by lower mobile terminated international traffic transited by Magyar Telekom Plc. (due to migrations of international calls to mobile networks).

Internet revenues of the fixed line operations grew significantly to HUF 49.7 bn in 2006 compared to HUF 39.8 bn in last year. This growth was due to the strong increase in the number of ADSL, Internet and cable TV subscribers in the Hungarian fixed line operations. The number of ADSL subscribers of Magyar Telekom Plc. and Emitel grew to 512,810 by December 31, 2006 (from 329,314 a year earlier) and the number of T-Online Internet connections grew by 30.0% to 427,000 compared to the previous year. The proportion of higher revenue generating broadband Internet customers grew significantly within the customer base, which also contributed to the revenue growth. By the end of 2006, the total number of our broadband connections exceeded 572,000 in our Hungarian fixed line operations. The number of ADSL and Internet subscribers also significantly increased in our foreign subsidiaries.

Data revenues grew by 1.2% to HUF 27.1 bn in 2006 compared to 2005. The increase is mainly driven by higher broadband data retail revenues (mainly HSLL) and higher broadband IP revenue at Magyar Telekom Plc. The inclusion of T-Com CG and Orbitel revenues also contributed to the increase. These increases were partly offset by lower narrowband retail revenues at Magyar Telekom Plc.

System Integration (“SI”) and IT revenues increased significantly, by 173.5% compared to last year and reached HUF 24.7 bn in 2006, which resulted mainly from the consolidation of KFKI and Dataplex revenues since their acquisitions in 2006. The increased number of SI/IT service projects at Magyar Telekom Plc. and BCN also had positive effects on revenues. The most significant projects are the outsourcing services provided to E.ON and Erste Bank, set-up of low current systems as well as SI and IT solutions provided to the Hungarian government (E-Közmű).

Multimedia revenues amounted to HUF 17.5 bn in 2006 as compared to HUF 15.0 bn in 2005. The increase is mainly due to the growth in cable TV revenues resulting from the increase in average number of cable TV subscribers in Hungary and price increases effective from January 1, 2006.

Revenues from fixed line equipment sales decreased to HUF 4.2 bn for the year ended December 31, 2006 compared to HUF 5.2 bn for the same period in 2005. Equipment

13




sales revenue decrease is due to lower rental fees of telecommunications equipment and decreased PBX charges at Magyar Telekom Plc.

Other fixed line revenues decreased by 5.0% and amounted to HUF 9.6 bn in 2006. Other revenues include construction, maintenance, rental, wholesale infrastructure service and miscellaneous revenues.

Revenues from mobile telecommunications services amounted to HUF 327.3 bn for the year ended December 31, 2006 compared to HUF 285.8 bn for the same period in 2005 (a 14.5% increase). The increase in mobile revenues was mainly due to Pro-M PrCo. Ltd.’s (“Pro-M”) operations. Pro-M’s EDR activities contributed HUF 18.0 bn to total mobile revenues and a similar amount to cost of equipment sales. From the second quarter of 2005, the consolidated revenues of T-Mobile CG, our Montenegrin mobile operator positively affected the revenues from mobile operations. T-Mobile CG generated HUF 12.2 bn revenues in 2006, compared to HUF 7.9 bn in 2005 (from April 1 to December 31). As of December 31, 2006, T-Mobile CG had more than 330,000 customers compared to about 208,000 a year earlier.

Within mobile telecommunications services, voice traffic revenues represent the largest portion of revenues. It increased by 6.2% and amounted to HUF 216.7 bn in 2006. Its growth was mainly driven by the inclusion of T-Mobile CG as well as the improved voice traffic revenues of T-Mobile Macedonia. The traffic revenue generated by T-Mobile Hungary’s customers increased as well, mainly due to the higher MOU. TMH’s average usage per customer per month measured in MOU increased by 11.8% from 127 minutes in 2005 to 142 minutes in 2006. TMH’s monthly average revenue per user (“ARPU”) decreased by 0.7% from HUF 4,832 in 2005 to HUF 4,800 in 2006, mainly as a result of lower average per minute fees.

While the growth of mobile penetration has slowed down in Hungary, TMH still maintains its leading position with 44.5% market share. TMH’s average customer base increased by 4.7% year over year. The proportion of postpaid customers increased to 34.9% at December 31, 2006 from 31.6% a year earlier as a number of the prepaid customers migrated to more favorable, for example flat-rate postpaid packages.

The increase in revenues from mobile telecommunications services at T-Mobile Macedonia reflects primarily the weaker average HUF against the MKD. Higher revenues were also supported by higher average number of mobile customers and higher MOU, partly offset by lower per minute rates. The number of T-Mobile Macedonia customers increased by 7.7% and reached 944,530 at December 31, 2006. T-Mobile Macedonia’s average usage per customer per month measured in MOU increased by 14.3% from 63 minutes in 2005 to 72 minutes in 2006.

Mobile equipment sales revenues showed an increase in 2006 compared to last year due to the increase in TMH’s revenues reflecting higher gross additions and higher average handset prices.

14




Operating Expenses

Employee-related expenses in 2006 amounted to HUF 95.3 bn compared to HUF 92.8 bn in 2005 (an increase of 2.7%). The increase is mainly due to the inclusion of new subsidiaries (such as Pro-M, Dataplex, KFKI). Expenses increased at Crnogorski Telekom resulting from the severance provision recognized in connection with the headcount reduction program and also from higher severance expenses of Magyar Telekom Plc. in 2006. The group headcount number increased from 11,919 on December 31, 2005 to 12,341 on December 31, 2006.

The increase in employee-related expenses was partly offset by lower expenses at Maktel reflecting higher severance payments to employees in 2005.

Depreciation and amortization increased by 6.6% to HUF 122.2 bn in 2006 from HUF 114.7 bn in last year. The increase in depreciation is mainly driven by the consolidation of Crnogorski Telekom and by the impairment of the Monet, TCG and Internet CG brandnames in connection with the rebranding in Montenegro in September 2006. In addition, depreciation increased at T-Mobile Hungary due to the capitalized UMTS concession and also due to their higher gross asset base of telecommunications and IT equipment.

Payments to other network operators reached HUF 93.2 bn in 2006 compared to HUF 88.6 bn in 2005. The growth was mainly related to TMH’s higher domestic mobile outpayments due to higher mobile penetration and increased traffic. With the introduction of flat-rate packages the proportion of calls to other mobile service providers increased, resulting in higher outpayments at T-Mobile Hungary. The inclusion of Crnogorski Telekom and Orbitel expenses also contributed to the increase. International outpayments also increased at Magyar Telekom Plc. driven by the weaker average HUF against the EUR, partly compensated by lower average settlement rates and decrease in traffic. These increases were partly offset by significantly lower mobile outpayments at Magyar Telekom Plc., due to lower traffic and lower fixed to mobile termination rates. Magyar Telekom Plc.’s outpayments to LTOs decreased as well due to lower RIO fees applied retrospectively.

The cost of telecommunications equipments in 2006 was HUF 59.7 bn compared to HUF 37.2 bn in 2005. The strong increase is mainly due to Pro-M. Higher cost of equipment sales at Magyar Telekom Plc. resulted from various network construction and system integration tenders. The increase in TMH’s cost of equipment sales was driven by higher gross additions and higher average cost of phonesets, partly compensated by lower equipment sales ratio. Higher sales at BCN as well as the inclusion of Orbitel and KFKI also contributed to the increase.

Other operating expenses - net increased by 17.4% year over year. Other operating expenses include materials, maintenance, marketing, service fees, outsourcing expenses, energy and consultancy. Increase in other operating expenses is due to higher fees for outsourcing services (for example real estate management, transportation, customer service and informatics) as well as higher expenses in connection with various projects. The significant increase in materials and maintenance fees was driven by the consolidation of new subsidiaries such as Dataplex and KFKI. In 2006, higher concession fees were due to the UMTS fee paid by TMH and owing to increased frequency fees at T-Mobile Macedonia. Non-rebranding related marketing expenses increased significantly as well at Magyar Telekom Plc., due to more intensive advertising activity in 2006. Other operating

15




expenses - net include a HUF 4.1 bn one-off item, which includes the expenses Magyar Telekom incurred relating to the ongoing investigation.

Operating Profit

Operating margin for the year ended December 31, 2006 was 20.3%, while operating margin for the same period in 2005 was 23.0%. The decrease is due to the fact that in percentage terms the increase in expenses was higher than the growth in revenues.

Net financial expenses

Net financial expenses amounted to HUF 25.4 bn in 2006 compared to HUF 31.5 bn in 2005. Net financial expenses decreased mainly due to decrease in HUF interest expenses in line with lower average HUF interest rates. In addition, Magyar Telekom did not have to take loans for dividends in 2006, as no dividends were paid due to the delayed acceptance of the 2005 financial statements. The proportion of loan portfolio with variable interest rates was higher than a year earlier. Higher interest and other financial income at Crnogorski Telekom (the sale of CKB’s shares in December 2006), T-Mobile Macedonia and Pro-M also caused favorable changes in net financial expenses. The increase in Magyar Telekom Plc.’s foreign exchange gains was owing to the strengthening of the HUF this year. Net financial expenses were negatively hit by higher foreign exchange losses at Maktel resulting from the unfavorable movements of the MKD against the USD. Net financial expenses included HUF 0.3 bn net FX loss, HUF 27.3 bn interest expense, HUF 2.8 bn other financial expenses and HUF 5.0 bn interest and other financial income in 2006.

Share of associates’ profits

Share of associates’ profits amounted to HUF 703 million for the year ended December 31, 2006 compared to HUF 330 million for the same period in 2005. Higher profit is mainly due to the improving performance of T-Systems Hungary.

Income tax

Income tax expense increased from HUF 21.9 bn in 2005 to HUF 23.0 bn in 2006 mainly due to the deferred tax recognized in relation to withholding tax on future dividends based on the undistributed reserves of Maktel and Crnogorski Telekom.

Minority interests

Minority interests in 2006 amounted to HUF 12.0 bn compared to HUF 10.3 bn in 2005. The increase mainly results from the good performance and longer consolidation period of Crnogorski Telekom and T-Mobile Macedonia.

16




Analysis of group balance sheets

Total assets and total shareholders’ equity and liabilities as of December 31, 2005 were HUF 1,083 bn. Total assets and total shareholders’ equity and liabilities amounted to HUF 1,133 bn as of December 31, 2006.

Cash and cash equivalents

Cash and cash equivalents increased from HUF 46.1 bn at December 31, 2005 to HUF 79.1 bn at December 31, 2006, mainly due to high amount of cash accumulated at the Macedonian and Montenegrin subsidiaries. As the financial statements of Maktel have not been approved yet (due to the ongoing investigation at Magyar Telekom Group), Maktel could not pay dividend in 2006.

Loans and other borrowings

The current portion of loans and other borrowings decreased by 12.4% from December 31, 2005 to HUF 103.6 bn at December 31, 2006. Non current loans and other borrowings decreased by 8.9% from December 31, 2005 to HUF 206.1 bn at December 31, 2006. These decreases in the loan portfolio reflect that in 2006 Magyar Telekom Plc. did not pay dividend for the year 2005 and the excess cash was used to repay loans.

At December 31, 2006, almost 100% of the loan portfolio was HUF denominated. At the end of the year, 2006 38.9% of the loans bore floating interest rates. The gearing ratio defined as net debt divided by net debt plus total equity was 27.7% at December 31, 2006 compared to 33.2% a year earlier.

Trade and other payables

Trade and other payables increased from HUF 119.5 bn as of December 31, 2005 to HUF 200.6 bn as of December 31, 2006. This significant increase is mainly due to the HUF 76 bn dividend payable to Magyar Telekom Plc. shareholders as approved on the Extraordinary General Meeting on December 21, 2006.

Analysis of group cashflow

Net cashflows from operating activities decreased by 7.6% compared to the previous year and amounted to HUF 186,006 million in 2006 due to strong increase in working capital requirements (mainly due to Pro-M) and increased amount of income tax paid, partly offset by higher EBITDA.

Net cash outflow for investing activities amounted to HUF 119,357 million in 2006, while it was HUF 131,566 million in 2005. This decrease in cash outflow is predominantly due to the combined effect of the lower cash outflow for capital expenditures, the higher amounts of proceeds from disposal of real estate and from the sale of financial assets, partly offset by lower amount of dividends received.

Net cashflows from financing activities amounted to minus HUF 61,848 million in 2005 compared to minus HUF 35,150 million in the same period of 2006. While during 2005,

17




Magyar Telekom took a net HUF 20,734 million loan (mainly in connection with the acquisition of Crnogorski Telekom) and paid HUF 84,551 million dividend, in 2006 it repaid a net HUF 35,564 million loan as Magyar Telekom Plc. and Maktel did not pay dividends in 2006.

Analysis of segment results

Magyar Telekom divides its two business segments (fixed line and mobile) into Hungarian and international operations, thus the segment reporting information below presents these four activities. The sum of the financial results of the four operations presented below does not equal to the group financial results because of intra- and intersegment eliminations.

Hungarian fixed line operations

Hungarian fixed line operations include Magyar Telekom Plc. and its Hungarian subsidiaries, other than its mobile operations, T-Mobile Hungary and Pro-M.

HUF millions

 

Year ended
Dec 31, 2005

 

Year ended
Dec 31, 2006

 

Change (%)

 

Voice - retail revenues

 

162,155

 

143,350

 

(11.6

)

Voice - wholesale revenues

 

18,479

 

18,161

 

(1.7

)

Internet

 

37,234

 

45,801

 

23.0

 

Other revenues

 

67,117

 

84,881

 

26.5

 

Total revenues

 

284,985

 

292,193

 

2.5

 

EBITDA before restructuring charges

 

108,313

 

97,261

 

(10.2

)

EBITDA

 

106,559

 

94,525

 

(11.3

)

Operating profit

 

45,269

 

32,128

 

(29.0

)

Property, plant and equipment

 

358,568

 

336,623

 

(6.1

)

Intangible assets

 

38,003

 

52,467

 

38.1

 

Gross additions to tangible and intangible fixed assets

 

45,533

 

43,115

 

(5.3

)

 

EBITDA = Earnings before net interest and other charges, taxes, depreciation and amortization

Revenues from the Hungarian fixed line operations increased only by 2.5% year over year, however the proportion of revenue elements changed significantly. On the one hand Internet and other revenues increased by HUF 26.3 bn, on the other hand voice retail and voice wholesale revenues decreased by HUF 19.1 bn. The domestic outgoing fixed voice business experienced a decline mainly due to price discounts and due to loss of lines reflecting the effect of strong competition and mobile substitution. The netting of certain value added services revenues with related subcontractors’ outpayments also contributed to the fixed line retail voice revenue decrease. International outgoing traffic revenues decreased as well, due to lower outgoing traffic. Lower incoming traffic revenues resulted mainly from the application of the new lower RIO prices. This decrease in domestic incoming traffic was partly offset by higher international incoming traffic revenues due to

18




higher traffic and the weaker average HUF against EUR, partly offset by lower international average settlement rates. Internet revenues increased by 23.0% in 2006 compared to 2005 driven by strong volume increases in the number of ADSL, Internet and cable TV customers. Other revenues also showed a significant growth mainly due to IT service revenues from various projects as well as higher cable TV revenues.

Operating profit of the Hungarian fixed line operations decreased by 29.0%. While total revenues increased only by 2.5%, operating expenses increased by 8.5% mainly owing to higher other operating expenses – net, cost of equipment sales and employee-related expenses. These negative effects were partly offset by lower payments to other network operators.

International fixed line operations

International fixed line operations include our foreign subsidiaries, other than T-Mobile Macedonia and T-Mobile CG.

HUF millions

 

Year ended
Dec 31, 2005

 

Year ended
Dec 31, 2006

 

Change (%)

 

Voice - retail revenues

 

35,922

 

38,833

 

8.1

 

Voice - wholesale revenues

 

12,299

 

17,084

 

38.9

 

Internet

 

2,703

 

4,045

 

49.6

 

Other revenues

 

7,059

 

8,991

 

27.4

 

Total revenues

 

57,983

 

68,953

 

18.9

 

EBITDA before restructuring charges

 

22,347

 

27,502

 

23.1

 

EBITDA

 

19,565

 

24,169

 

23.5

 

Operating profit

 

8,961

 

11,492

 

28.2

 

Property, plant and equipment

 

79,185

 

74,136

 

(6.4

)

Intangible assets

 

20,420

 

20,743

 

1.6

 

Gross additions to tangible and intangible fixed assets

 

7,519

 

6,530

 

(13.2

)

 

EBITDA = Earnings before net interest and other charges, taxes, depreciation and amortization

From the second quarter of 2005, the consolidation of Crnogorski Telekom’s fixed line operation had significant effect on the results of the international fixed line operations. T-Com CG’s revenue reached HUF 19.9 bn with an operating profit of HUF 1.0 bn and HUF 4.7 bn EBITDA in the 2006. The closing number of fixed line employees was 983 on December 31, 2006.

All revenues and expenses of Maktel were affected by the 6.4% higher average HUF/MKD exchange rates.

Higher subscription revenues at Maktel in 2006 resulted from the higher tariffs, partly offset by the lower average number of customers. The total number of fixed line subscribers at Maktel decreased by 7.5% to 517,149 at December 31, 2006. Domestic outgoing traffic revenues decreased mainly due to usage decrease. Lower international

19




outgoing traffic revenues resulted from decreased volume of traffic and lower prices. International incoming traffic revenues increased mainly due to higher traffic.

Revenues from Internet showed an increase, resulting from the significantly higher number of ADSL subscribers as well as increased average number of Internet customers. The number of Maktel’s Internet subscribers increased further and reached 125,699 by December 31, 2006 from 91,865 a year earlier.

Increase in operating expenses in the international fixed line operations is mainly due the consolidation of T-Com CG and Orbitel in 2006. The increase in depreciation is mainly driven by the impairment of our Montenegrin subsidiaries’ brandnames in connection with their rebranding in September 2006. Operating expenses in MKD terms decreased by 6.6% at Maktel, but the weaker average HUF against MKD led to broadly flat operating expenses expressed in HUF.

Hungarian mobile operations

Hungarian mobile operations include T-Mobile Hungary and Pro-M.

HUF millions

 

Year ended
Dec 31, 2005

 

Year ended
Dec 31, 2006

 

Change (%)

 

Network usage and access

 

211,360

 

216,658

 

2.5

 

Enhanced services

 

31,876

 

35,110

 

10.1

 

Equipment sales and activation

 

21,718

 

23,027

 

6.0

 

Other revenues

 

1,263

 

22,414

 

1,674.7

 

Total revenues

 

266,217

 

297,209

 

11.6

 

EBITDA before restructuring charges

 

109,722

 

112,461

 

2.5

 

EBITDA

 

109,116

 

112,036

 

2.7

 

Operating profit

 

75,219

 

75,677

 

0.6

 

Property, plant and equipment

 

119,924

 

119,656

 

(0.2

)

Intangible assets

 

204,199

 

202,674

 

(0.7

)

Gross additions to tangible and intangible fixed assets

 

39,231

 

34,748

 

(11.4

)

 

EBITDA = Earnings before net interest and other charges, taxes, depreciation and amortization

Mobile penetration reached 99.0% in Hungary and T-Mobile Hungary accounts for 44.5% market share in the highly competitive mobile market at December 31, 2006.

Revenues in the Hungarian mobile operations increased by 11.6% in 2006 compared to 2005 primarily due to Pro-M’s EDR revenues. T-Mobile Hungary’s customer base increased by 5.7% to 4,431,136 subscribers, including 2,886,021 prepaid customers by December 31, 2006. Average monthly usage per T-Mobile Hungary subscriber increased by 11.8% from 127 minutes in 2005 to 142 minutes in 2006. T-Mobile Hungary’s ARPU decreased by 0.7% from HUF 4,832 in 2005 to HUF 4,800 in 2006. Revenues from call terminations also increased. While interconnection fees received from other mobile service providers increased due to higher mobile penetration and traffic, interconnection fees from Magyar Telekom Plc. decreased due to the lower per minute termination fees.

20




Operating profit remained broadly stable as total revenues increased by HUF 31 bn, while operating expenses increased by HUF 30.5 bn year over year. Operating expenses increased by 16.0% due to the combined effect of significantly higher cost of equipment sales (primarily due to Pro-M’s EDR services), increased payments to other mobile operators, higher depreciation (resulting from higher gross asset base of telecom and informatics equipment as well as capitalized UMTS concession) increased other operating expenses - net and lower employee-related expenses.

International mobile operations

International mobile operations include T-Mobile Macedonia and T-Mobile CG.

HUF millions

 

Year ended
Dec 31, 2005

 

Year ended
Dec 31, 2006

 

Change (%)

 

Network usage and access

 

35,548

 

43,870

 

23.4

 

Enhanced services

 

4,736

 

5,882

 

24.2

 

Equipment sales and activation

 

1,992

 

2,194

 

10.1

 

Other revenues

 

417

 

452

 

8.4

 

Total revenues

 

42,693

 

52,398

 

22.7

 

EBITDA before restructuring charges

 

21,199

 

27,939

 

31.8

 

EBITDA

 

21,199

 

27,910

 

31.7

 

Operating profit

 

12,305

 

17,094

 

38.9

 

Property, plant and equipment

 

23,059

 

20,485

 

(11.2

)

Intangible assets

 

57,175

 

55,856

 

(2.3

)

Gross additions to tangible and intangible fixed assets

 

7,091

 

6,480

 

(8.6

)

 

EBITDA = Earnings before net interest and other charges, taxes, depreciation and amortization

The acquisition of T-Mobile CG had positive impact on the results of the international mobile operations. Total revenues of T-Mobile CG amounted to HUF 13.4 bn with an operating profit of HUF 2.8 bn and EBITDA reached HUF 6.0 bn in 2006. The closing number of T-Mobile CG employees was 163 at the end of December 2006.

Total revenues of T-Mobile Macedonia in MKD terms increased by 8.0%, which was largely intensified by the 6.4% weaker average HUF against the MKD. The 15.0% revenue increase in HUF terms in 2006 was mainly due to higher average customer base. T-Mobile Macedonia’s subscriber base increased considerably, by 7.7%, to 944,530 including 767,219 prepaid customers on December 31, 2006. T-Mobile Macedonia had 66.5% share in the Macedonian mobile market and mobile penetration was 68.3% at the end of 2006. Traffic revenues increased due to higher MOU and higher average number of customers, partly offset by lower per minute rates. Enhanced services revenues increased as a result of higher number of SMSs.

Total operating expenses of T-Mobile Macedonia increased by 7.2% in HUF terms mainly due to increase in payments to other network operators and depreciation and amortization, which were partly offset by decrease in other operating expenses - net.

21




Magyar Telekom

 

Company name:

Magyar Telekom Plc.

Company address:

H-1013 Budapest Krisztina krt. 55.

Sector:

Telecommunications

Reporting period:

January 1, 2006 – December 31, 2006

Telephone:

36-1-458-04-24

Fax:

36-1-458-04-43

E-mail address:

investor.relations@telekom.hu

Investor Relations manager:

Szabolcs Czenthe

 

PK1. General information about financial data

 

 

Yes

 

No

 

 

 

Audited

 

 

 

x

 

 

 

Consolidated

 

x

 

 

 

 

 

Accounting principles

 

Hungarian

 

IFRS x

 

Other

 

 

PK2. Consolidated Companies with direct ownership of Magyar Telekom Plc.

Name

 

Equity /
Registered
Capital (mHUF)

 

Interest held
(direct and
indirect)

 

Voting right

 

Classification

 

Stonebridge

 

mEUR 349

 

100.00

%

100.00

%

L

 

Crnogorski Telekom

 

mEUR 141

 

76.53

%

76.53

%

L

 

BCN Rendszerház

 

6,161

 

100.00

%

100.00

%

L

 

Pro-M

 

5,200

 

100.00

%

100.00

%

L

 

InvesTel

 

4,862

 

100.00

%

100.00

%

L

 

Emitel

 

3,110

 

100.00

%

100.00

%

L

 

Vidanet

 

2,000

 

90.00

%

50.00

%

L

 

T-Online Hungary

 

1,906

 

100.00

%

100.00

%

L

 

Egertel

 

1,425

 

100.00

%

100.00

%

L

 

T-Kábel Hungary

 

920

 

100.00

%

100.00

%

L

 

EPT

 

777

 

97.20

%

97.20

%

L

 

Integris Rendszerház

 

615

 

100.00

%

100.00

%

L

 

EurAccount

 

450

 

100.00

%

100.00

%

L

 

KFKI-LNX

 

220

 

100.00

%

100.00

%

L

 

Dataplex

 

200

 

100.00

%

100.00

%

L

 

Tele-Data

 

39

 

50.98

%

50.98

%

L

 

ProMoKom

 

21

 

100.00

%

100.00

%

L

 

X-Byte

 

20

 

100.00

%

100.00

%

L

 

M Factory

 

10

 

75.05

%

75.05

%

L

 

Mindentudás Egyeteme

 

5

 

60.00

%

60.00

%

L

 

Matáv

 

3

 

100.00

%

100.00

%

L

 

Axelero

 

3

 

100.00

%

100.00

%

L

 

MatávKábel TV

 

3

 

100.00

%

100.00

%

L

 

Viabridge

 

mEUR 1.16

 

100.00

%

100.00

%

L

 

Telemacedonia

 

mEUR 0.01

 

100.00

%

100.00

%

L

 

Novatel Ukraine

 

mEUR 0.28

 

100.00

%

100.00

%

L

 

 

PK6. Significant off-balance sheet items

 

Description

 

Value (HUF million)

 

Future finance lease obligations

 

4,312

 

Future obligations from rental and operating lease contracts

 

39,289

 

Future obligation from capex contracts

 

6,336

 

Other future obligations

 

2,849

 

 

22




 

TSZ2/1. Changes in the headcount (number of persons) employed

 

 

End of reference
period

 

Current period
opening

 

Current period
closing

 

Company

 

5,478

 

5,478

 

6,980

 

Group

 

11,919

 

11,919

 

12,341

 

 

TSZ2/2. Changes in the headcount (number of persons) employed in full time by the company/group

 

 

Start of the
business year

 

End of the I.
quarter

 

End of the II.
quarter

 

End of the III.
quarter

 

End of the
business year

 

Company

 

5,478

 

6,992

 

6,946

 

7,005

 

6,980

 

Group

 

11,919

 

12,014

 

11,967

 

12,361

 

12,341

 

 

RS1. Ownership Structure, Ratio of Holdings and Votes

 

 

Total equity

 

 

 

Year Opening (January 1st, 2006)

 

Closing (December 31th, 2006)

 

Description of owners

 

Ownership
ratio %

 

Voting
right %

 

No. of shares

 

Ownership
ratio %

 

Voting
right %

 

No. of shares

 

Domestic institution/company

 

3.48

 

3.49

 

36,322,446

 

4.66

 

4.67

 

48,557,295

 

Foreign institution/company

 

91.51

 

91.73

 

954,250,296

 

79.80

 

79,99

 

832,189,613

 

Domestic individual

 

1.45

 

1.46

 

15,162,132

 

1.18

 

1.18

 

12,261,779

 

Foreign individual

 

0.01

 

0.01

 

133,954

 

0.01

 

0.01

 

142,621

 

Employees, senior officers

 

n.a.

 

n.a.

 

n.a.

 

n.a.

 

n.a.

 

n.a.

 

Treasury Shares

 

0.24

 

n.a.

 

2,456,659

 

0.24

 

n.a.

 

2,456,659

 

Government Institutions

 

0.35

 

0.35

 

3,630,080

 

0.18

 

0.18

 

1,874,242

 

International Development Institutions

 

0.00

 

0.00

 

0

 

0.00

 

0.00

 

0

 

Not registered*

 

1.83

 

1.83

 

19,037,080

 

13.40

 

13.43

 

139,714,579

 

Depositaries

 

1.13

 

1.13

 

11,775,568

 

0.53

 

0.54

 

5,571,427

 

Other**

 

0.00

 

0.00

 

43,385

 

0.00

 

0.00

 

0

 

„B” Share

 

0.00

 

0.00

 

1

 

0.00

 

0.00

 

1

 

Total

 

100.00

 

100.00

 

1,042,811,601

 

100.00

 

100.00

 

1,042,768,216

 

 


*Category „Not registered” includes shares deposited on accounts where account holder is not specified. The owners of these shares are mainly foreign, partly domestic institutions.

** The holders of these shares do not wish to be a shareholder of the merged company in connection with the merger of Magyar Telekom Plc. and T-Mobile Hungary Ltd.

RS2. Volume (qty) of treasury shares held in the year under review

 

 

1, January

 

31, March

 

30, June

 

30, September

 

31, December

 

Company

 

2,456,659

 

2,456,659

 

2,456,659

 

2,456,659

 

2,456,659

 

Subsidiaries

 

0

 

0

 

0

 

0

 

0

 

Total

 

2,456,659

 

2,456,659

 

2,456,659

 

2,456,659

 

2,456,659

 

 

RS3. List and description of shareholders with more than 5% (at the end of period)

Name

 

Nationality

 

Activity

 

Quantity

 

Interest
(%)

 

Voting
right (%)

 

Remarks

 

MagyarCom Holding GmbH

 

Foreign

 

Institutional

 

617,452,081

 

59.21

 

59.35

 

Strategic owner

 

JP Morgan Chase Bank

 

Foreign

 

Depository

 

61,149,200

 

5.86

 

5.88

 

ADR Depository

 

 

23




TSZ3. Senior officers, strategic employees

 

 

 

 

 

 

Beginning

 

End

 

No. of

 

Type(1)

 

Name

 

Position

 

of assignment

 

shares held

 

SE
BM

 

Christopher
Mattheisen

 

Chairman-CEO
Board Member

 

December 5, 2006 December 21, 2006

 

 

0

 

SE
BM

 

Thilo Kusch

 

Chief Financial Officer Board Member

 

October 1, 2006 November 6, 2006

 

 

0

 

BM

 

Dr. Klaus Hartmann

 

Board Member

 

October 27, 2000

 

 

8,000

 

BM

 

Dr. István Földesi

 

Board Member

 

April 25, 2003

 

 

0

 

BM

 

Dr. Mihály Gálik

 

Board Member

 

November 6, 2006

 

 

1,000

 

BM

 

Michael Günther

 

Board Member

 

April 26, 2002

 

 

0

 

BM

 

Horst Hermann

 

Board Member Remuneration Committee Member

 

April 25, 2003

 

 

400

 

BM

 

Gerhard Mischke

 

Board Member

 

April 27, 2005

 

 

0

 

BM

 

Frank Odzuck

 

Board Member Remuneration Committee Member

 

November 6, 2006

 

 

0

 

BM

 

Dr. Ralph Rentschler

 

Board Member Remuneration Committee Member

 

April 25, 2003

 

 

0

 

SBM

 

Dr. László Pap

 

Supervisory Board - Chairman Audit Committee Member

 

May 26, 1997

 

 

0

 

SBM

 

Géza Böhm

 

Supervisory Board Member

 

April 26, 2002

 

 

0

 

SBM

 

Attila Csizmadia

 

Supervisory Board Member

 

April 25, 2003

 

 

6,272

 

SBM

 

Dr. Ádám Farkas

 

Supervisory Board Member Chairman and financial expert of the Audit Committee

 

April 27, 2005

 

 

0

 

SBM

 

Dr. János Illéssy

 

Supervisory Board Member Audit Committee Member

 

November 6, 2006

 

 

 

0

 

SBM

 

Gellért Kadlót

 

Supervisory Board Member

 

April 26, 2002

 

 

0

 

SBM

 

Dr. Sándor Kerekes

 

Supervisory Board Member Audit Committee Member

 

November 6, 2006

 

 

 

0

 

SBM

 

Dr. Thomas Knoll

 

Supervisory Board Member

 

April 27, 2005

 

 

0

 

SBM

 

Konrad Kreuzer

 

Supervisory Board Member

 

November 6, 2006

 

 

 

0

 

SBM

 

György Varju

 

Supervisory Board Member

 

April 27, 2005

 

 

417

 

SBM

 

Péter Vermes

 

Supervisory Board Member

 

June 27, 1995

 

 

8,800

 

SE

 

Dr. Tamás Pásztory

 

Chief Human Resources and Legal Officer

 

February 1, 1996

 

 

0

 

SE

 

György Simó

 

Chief Operating Officer, Wireline Services Line of Business

 

September 20, 2006

 

 

0

 

SE

 

Zoltán Tankó

 

Chief Operating Officer, Corporate Services Line of Business

 

January 1, 2002

 

 

1,100

 

SE

 

János Winkler

 

Chief Operating Officer, Mobile Services Line of Business

 

March 1, 2006

 

 

0

 

Own share property total:

 

 

 

 

 

 

 

25,989

 

 


(1) Strategic Employee (SE), Board Member (BM), Supervisory Board Member (SBM)

Members of the Board of Directors and Supervisory Board serve until May 31, 2007, unless otherwise stated.

24




ST1. Extraordinary reports published in the period under review

Date

 

Subject matter, brief summary

January 12, 2006

 

Magyar Telekom signs project financing loan granted by European Investment Bank

January 20, 2006

 

János Winkler is the new CEO of T-Mobile Hungary

February 28, 2006

 

The Court of Registry registered the merger of Magyar Telekom and T-Mobile Hungary

March 6, 2006

 

Draft resolution to Magyar Telekom’s reference interconnection offer published by the Regulator

March 30, 2006

 

The Annual General Meeting of Magyar Telekom will not be held at the end of April 2006

April 7, 2006

 

Magyar Telekom closed the transaction to acquire Dataplex Kft.

April 26, 2006

 

Magyar Telekom’s Annual General Meeting will be delayed further

April 28, 2006

 

T-Online signed a contract to gain control of iWiW Kft.

April 28, 2006

 

Declaration of Magyar Telekom regarding its corporate governance practices based on the Corporate Governance Recommendations published by the Budapest Stock Exchange

May 10, 2006

 

T-Online concluded an agreement to acquire Adnetwork Kft.

May 22, 2006

 

The Court of Registry registered the ownership change in PRO-M Zrt. Magyar Telekom Plc. gained direct ownership of 100% of PRO-M Zrt. shares

May 24, 2006

 

Dr. Mihály Patai resigned from his Board membership as of May 23, 2006

May 30, 2006

 

The General Meeting of MakTel authorized the management of the company to buy a maximum of 10% of the shares of MakTel from the Government of the Republic of Macedonia

May 31, 2006

 

General Meetings of Emitel and Vidanet, as well as the Quotaholders’ Meeting of Tele-Data decided on dividend payment

June 6, 2006

 

MakTel won tender to buy 9.9% of its shares from the Macedonian Government

June 12, 2006

 

MakTel bought an additional 0.1% of the company’s shares at the auction held by the Macedonian Government

June 13, 2006

 

Rebranding of Macedonian Mobimak to T-Mobile

June 15, 2006

 

Christopher Mattheisen, the Chief Operating Officer of the Wireline Services Line of Business has resigned as of June 15, 2006

June 16, 2006

 

Magyar Telekom announced the acquisition of the Hungarian IT company, KFKI

June 26, 2006

 

The Extraordinary General Meeting of Telekom Montenegro elected new members to the Board of Directors based on Magyar Telekom’s proposal

June 26, 2006

 

The Extraordinary General Meeting of Telekom Montenegro decided to change the company name and to introduce the “T” brand to the Montenegrin telecommunications market

June 30, 2006

 

The Board of the Hungarian National Regulatory Authority published its draft resolution regarding the Hungarian mobile voice termination fees

July 3, 2006

 

Magyar Telekom to notify U.S. Securities and Exchange Commission of late filing of 20-F annual report

July 17, 2006

 

The Board of the Hungarian National Regulatory Authority has published its draft resolution concerning the new reference unbundling and local bitstream access offer of Magyar Telekom

July 27, 2006

 

Supervisory Authority measures against Magyar Telekom

August 15, 2006

 

Magyar Telekom Board of Directors calls an Extraordinary General Meeting

August 18, 2006

 

The Board of Directors of Magyar Telekom notified shareholders that the Company will hold its Extraordinary General Meeting on October 9, 2006

August 22, 2006

 

Dr. György Surányi, a member of Magyar Telekom’s Board of Directors resigned from his position as of October 9, 2006

August 29, 2006

 

The Montenegrin subsidiary of Magyar Telekom sold its 11.5% stake in CKB bank

August 30, 2006

 

Magyar Telekom sold its 72% stake in Cardnet Zrt.

September 5, 2006

 

Dr. Klaus Hartmann continues his career in Poland as CEO of PTC

September 11, 2006

 

S&P revised Magyar Telekom outlook to negative

September 15, 2006

 

Magyar Telekom announced that following approval by the Hungarian Competition Authority, it has completed the transaction to acquire KFKI

September 20, 2006

 

The Board of Directors appointed György Simó Chief Operating Officer of the Wireline Services Line of Business and Thilo Kusch Chief Financial Officer of Magyar Telekom

October 2, 2006

 

Magyar Telekom Supervisory Board decided to call a General Meeting to be held on November 15, 2006

October 9, 2006

 

Magyar Telekom held Extraordinary General Meeting

October 9, 2006

 

Resolutions of the Extraordinary General Meeting of Magyar Telekom held on October 9, 2006

25




 

October 13, 2006

 

The Supervisory Board of Magyar Telekom notifies Shareholders that the Company will hold its Extraordinary General Meeting on November 15, 2006

October 25, 2006

 

Magyar Telekom informed its shareholders of the continuation of its Extraordinary General Meeting held and suspended on October 9, 2006

November 2, 2006

 

Magyar Telekom announced that it had failed to publish proposed resolutions for its General Meeting to be held on November 15, 2006

November 6, 2006

 

Magyar Telekom Extraordinary General Meeting suspended on October 9 resumed

November 15, 2006

 

The General Meeting of Magyar Telekom was closed without discussing the agenda items. As a result, no decision has been made on the company’s 2005 annual report and on the dividend payment

November 17, 2006

 

The Board of Directors of Magyar Telekom decided to call a General Meeting to be held on December 21. The agenda will include the discussion of the 2005 annual report as well as the proposal on the dividend payment

November 17, 2006

 

The Board of Directors of Magyar Telekom notified shareholders that the Company will hold its Extraordinary General Meeting on December 21, 2006

December 5, 2006

 

The Board of Directors of Magyar Telekom proposes a HUF 70 per share dividend payment for the financial year 2005 plus a HUF 3 per share compensation for the late payment for approval to the General Meeting

December 5, 2006

 

Elek Straub resigned from the CEO position and his Board membership

December 5, 2006

 

The Board of Directors of Magyar Telekom appointed Mr. Christopher Mattheisen as Chief Executive Officer

December 6, 2006

 

Magyar Telekom published main figures of the 2005 annual reports submitted to the General Meeting and an update on its investigation into certain consultancy contracts entered into by the Company and one of its subsidiaries

December 13, 2006

 

Magyar Telekom signed agreements to acquire MobilPress and MFactory, two service providers in the mobile multimedia and content market

December 21, 2006

 

Magyar Telekom announced further updates on the investigation

December 21, 2006

 

Extraordinary General Meeting approved Magyar Telekom Group and Magyar Telekom Plc. 2005 annual reports Resolutions of the Extraordinary General Meeting of Magyar Telekom Telecommunications Public Limited Company held on December 21, 2006

December 21, 2006

 

Magyar Telekom’s Board of Directors appointed Christopher Mattheisen, CEO of Magyar Telekom Plc., as Chairman of the Board

December 22, 2006

 

Announcement of Magyar Telekom Plc. regarding dividend payment for business year 2005

January 2, 2007

 

Magyar Telekom acquired an additional 2% stake in T-Systems Hungary and strengthened its strategic cooperation with T-Systems Enterprise Services

January 2, 2007

 

Change in the number of Magyar Telekom’s treasury shares

January 5, 2007

 

No social security number (TAJ) is required for the 2005 dividend payment

January 24, 2007

 

Dr. Tamás Pásztory, the Chief Human Resources and Legal Officer of Magyar Telekom will leave the company with effect from March 30, 2007

January 25, 2007

 

Magyar Telekom has closed the transaction to acquire a 100% stake in Mobilpress

January 25, 2007

 

Magyar Telekom announced share ownership of senior officers

Magyar Telekom Plc. publishes its announcements in Magyar Tókepiac.

Change in the organizational structure

There was no significant change in the organizational structure in the fourth quarter of 2006.

Declaration of responsibility

We the undersigned declare that to the best of our knowledge all data and information in the attached report are true and correct and the report does not omit any material information necessary for investors to make an informed judgement of Magyar Telekom.

 

 

Christopher Mattheisen

Thilo Kusch

Chairman and Chief Executive Officer

Chief Financial Officer and Board Member

 

 

 

 

Budapest, February 13, 2007

 

 

26




Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Magyar Telekom Plc.

 

 

(Registrant)

 

 

 

 

 

 

 

By:

 

 

 

Szabolcs Czenthe

 

Director, Investor Relations

 

 

 

 

Date: February 13, 2007

 

 

27