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FILED IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA 2] 050 29 AG 37 US DISTRICT COURT ALEXANDRIA. VIRGINIA Alexandria Division UNITED STATES OF AMERICA. ) ) v. ) Criminal Case No. 1:11R00597 MAGYAR TELEKOM, Plc., { Defendant. ; DEFERRED PRO! -EMENT Defendant Magyar Telekom, Ple, (“Magyar Telekom”) by its undersigned attomeys, pursuant to authority granted by Magyar Telekom’s Board of Directors, and the United States Department of Justice, Criminal Division, Fraud Section, and the United States Attorney's Office for the Eastern District of Virginia (collectively, the “Department”), enter into this deferred prosecution agreement (the “Agreement”). ‘The terms and conditions of this Agreement are as follows: Criminal Information and Acceptance of Responsibility 1, Magyar Telekom acknowledges and agrees that the Department will file a three- count criminal Information in the United States District Court for the Eastern District of Virginia charging one count of vi ing the anti-bribery provisions of the Foreign Corrupt Practices Act (FCPA”), Title 15, United States Code, Section 78dd-1, and two counts of violating of the books and records provisions of the FCPA, Title 15, United States Code, Sections 78m(b)(2)(A), 78m(b)(5), and 78fi(a). In so doing, Magyar Telekom: (a) knowingly waives its right to indictment on these charges, as well as all rights to a speedy trial pursuant to the Sixth Amendment to the United States Constitution, Title 18, United States Code, Section 3161, and Federal Rule of Criminal Procedure 48(b); and (b) knowingly waives any objection with respect to venue and consents to the filing of the Information, as provided under the terms of this ‘Agreement, in the United States District Court for the Eastern District of Virginia. 2. Magyar Telekom admits, accepts, and acknowledges that itis responsible for the acts ofits officers, employees, agents, and those of Magyar Telekom’s subsidiaries as charged in the Information, and as set forth in the Statement of Facts attached hereto as Attachment A and incorporated by reference into this Agreement, and that the allegations described in the Information and the facts deseribed in Attachment A are true and accurate. Should the Department pursue the prosecution that is deferred by this Agreement, Magyar Telekom agrees that it will neither contest the admissibility of nor contradict the Statement of Facts in any such proceeding, including any guilty plea or sentencing proceeding. ‘Term of the Agreement 3. This Agreement is effective for a period beginning on the date on which the Information is fied and ending two (2) years and seven (7) calendar days from that date (the the event that the Department determines, “Term”), However, Magyar Telekom agrees that, in its sole discretion, that Magyar Telekom has knowingly violated any provision of this Agreement, an extension or extensions of the term of the Agreement may be imposed by the Department, in its sole discretion, for up to a total additional time period of two years, without prejudice to the Department's right o proceed as provided in Paragraphs 13-16 below. Any extension of the Agreement extends all terms of this Agreement, including the terms of the reporting obligations under Paragraph 10 and Attachment D, for an equivalent period. Conversely, in the event the Department finds, in its sole discretion, that there exists a change in ussctve 25008208. 2 circumstances sufficient to eliminate the need for the reporting obligations described in Paragraph 10 and Attachment D, and that the other provisions of this Agreement have been satisfied, the Term of the Agreement may be terminated carly, Relevant Considerations 4. ‘The Department enters into this Agreement based on the individual facts and ciroumstances presented by this case and Magyar Telekom. Among the facts considered were the following: (a) following reports by the company’s auditors, Magyar Telekom made a timely and voluntary disclosure to the Department and the United States Securities and Exchange Commission (“SEC”) about potential misconduct; (b) over the course of several years, Magyar ‘Telekom's audit commitice led a thorough global internal investigation concerning bribery and related misconduct; (c) Magyar Telekom's audit committee reported its findings to the Department and the SEC; (d) the pervasiveness of the scheme, the involvement of a number of ‘now-former senior managers at Magyar Telekom and certain of its subsidiaries, and conduct by some of those employees designed to obstruct the audit committee's investigation; (e) Magyar ‘Telekom undertook remedial measures, including the implementation of an enhanced compliance program, and agreed to undertake further remedial measures, as may be necessary under this Agreement; and (f) Magyar Telekom agreed to continue to cooperate with the Department in any ongoing investigation of the conduct of Magyar Telekom’s current and former employees, agents, consultants, contractors, subcontractors, and subsidiaries relating to violations of the FCPA. 5. Magyar Telekom shall continue to cooperate fully with the Department in any and all matters relating to corrupt payments and related false books and records and internal controls, subject to applicable law and regulations. At the request of the Department, and consistent with sew 250082861 3

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