The Director General’s introductory speechDear Sirs,Despite the increasingly hard macro-economic conditions, the full liberalization of regulations and the market, and the strong,ever growing competition, in the course of 2011 we managed to reach, and in certain segments even to exceed, the results from theprevious year and once again we acheived the best business results since the incorporation of the Company.As far as the revenues are concerned, we saw a slight increase in the market of the Republic of Serbia i.e. the same level fromthe previous year on the Group level, and the same trend was also maintained in the sphere which is the most important indicator of successful operations for us – EBITDA (profit before interest, depreciation and amortisation). The generated net profit wasmuch higher than planned, which is primarily the result of foreign exchange gains in operations in the Republic of Serbia.At the same time, we managed to significantly reduce the debt ratio and substantially improve debt coverage, whereby as acompany we ended the year with low indebtedness.When it comes to human resources, we continued to encounter the problem of low competitiveness on the key personnelmarket, primarily due to poor flexibility in the salary policy. At the same time, we maintained a favourable trend in the optimization of the number and structure of employees, with an adequate balance between the voluntary lay-off programme and a verystrict and restrictive employment policy.The number of customers and traffic in fixed telephony are decreasing in accordance with the global trends, whereas in themobile sphere, the number of customers is stagnating, traffic is on the increase and there is an evident pressure against revenuesdue to a very strong market competition. A stable and dynamic growth in accordance with the trends in our industry and incompliance with our strategic plan is seen in the Internet and multimedia segments, primarily ADSL and IPTV. In that segment,through the additional capitalization of the HD Win d.o.o. company, which is the owner of the Arena Sport channels, we earneda strong strategic position on the market of TV content distribution, substantially strengthened our competitiveness in thecontent offer to our customers and expanded our activity from the region of the Republic of Serbia, Bosnia-Herzegovina and theRepublic of Montenegro to other former Yugoslav countries. As far as traditional services are concerned, we still maintain theinnovativeness in their creation and we offered customers an integrated package of fixed telephony services, mobile telephonyservices and the Internet in the form of a new brand - Box.An extremely high unemployment rate, a sharp decline in purchasing power, the depreciation of the domestic currencyin Serbia, the additional pressure by the regulator and numerous discrepant and inconsistent decisions against which we havebeen taking the measures for legal protection, but whose implementation is not postponed thereby, and the increasing pressureby the competition make the year of 2012 an exceptionally challenging and hardly predictable year, in which we will not achievethe same success as in the previous year. The growth in revenues generated from traditional services is not realistic. The dynamic growth is noticeable in the segment of new services, primarily Multimedia, but the share of this segment in the structureof the total revenues of the Group has not yet exceeded 10%. Besides, we should expect certain progress in the development ofTELEKOM SRBIJA GROUP 4 ANNUAL BUSINESS REPORT FOR 2011

the integrated ICT services, primarily in the domain of business customers. However, this is not enough to compensate for thestagnation that is notable in traditional services.In accordance with the above, it will be necessary to exert additional pressure on the operating expenses in order to generatethe desired profits from operation.As regards the net profit, it is expected that it will be strongly affected by foreign exchange losses, as a result of the projecteddepreciation of RSD.It should be noted that the parent company, Telekom Srbija a.d., is going to face significant changes in status terms and onthe level of the shareholder structure in 2012.In late 2011, the agreement on the purchase and acquisition of 20% of own shares from our shareholder Hellenic Telecommunication Organization (OTE) was signed, whereby the company ceased to be a party to a rather complicated shareholders’agreement which, with all its provisions, primarily in the domain of the right of veto on business decisions, was hardly applicablein the conditions of dynamic changes on the market and the need for a faster and more efficient adoption of decisions for thepurpose of achieving the necessary market competitiveness. On the one hand, the company thus becomes significantly morecompetitive, which is rather necessary, and on the other hand, this acquisition considerably increases the company’s debt, however it is still below average for the telecommunications sector.Besides, we have some future obligations based on the Law on free distribution of shares, as well as the challenges of possible commencement of trade at the Belgrade Stock Exchange, which has been facing very low liquidity for quite a while, andthat could adversely affect the balance sheets of the company and its market value.Finally, there is a forthcoming important status transformation i.e. compliance to the new Law on Enterprises, which callsfor significant changes in the corporate governance, organization and business processes.Despite all the huge challenges, adverse macroeconomic and market conditions, I am convinced that the Telekom SrbijaGroup will continue its steady operations, promptly recognizing the risks and hazards, using the opportunities and advantagesto their optimum, that it will continue to manage resources and strategies in the proper manner and continue being one of theleaders in the region, both in terms of business success and in terms of corporate social responsibility, for which we are knownboth in the Republic of Serbia and in the other markets where we operate.I am using this opportunity to thank all the employees of the Telekom Srbija Group, our business partners, shareholders,and above all customers, without whose trust such success would be impossible.Sincerely,Branko RadujkoDirector General of Telekom SrbijaANNUAL BUSINESS REPORT FOR 2011 5 TELEKOM SRBIJA GROUP

COMPANY PROFILEINCORPORATION AND ACTIVITYThe Telecommunications Company Telekom Srbijaamendments to the Statute and other rights determineda.d. (hereinafter: Telekom Srbija or Parent Company)by the Statute of the Parent company. This share maydomiciled in Belgrade, Takovska no. 2, was founded bysolely be held by the Government of the Republic of Serbiathe Public Enterprise of PTT Communications Srbijarepresented by its appointed representative(s).(hereinafter: JP PTT) as a single-member joint-stockcompany in the process of restructuring the PTT systemWithin the privatization of a part of the capital in Juneof Serbia at the end of May 1997. JP PTT transferred certain1997, 49% of the shares were sold to the Dutch affiliate ofexclusive and non-exclusive operating rights to the ParentTelekom Italia (29% of the shares) and Greece’s OTE (20% ofCompany for the purpose of conducting the activity duringthe shares).the initial period of 20 years, with a possibility of extensionfor an additional period of 10 years. Given the transferIn February 2003, an agreement was concluded basedand assignment, the Parent Company issued a certificateon which JP PTT purchased part of the shares owned byrepresenting 1,080,000 fully-paid, registered ordinaryTelekom Italia. In the mid of 2003 when the said agreementvoting shares with an individual par value of 10 thousandwas performed until September 2010, the Parent Companydinars and the Golden Share to the Government of thewas in the ownership of the two shareholders: JP PTTRepublic of Serbia. The Golden Share bestows entitlementsCommunications Srbija 80% and OTE, Greece their bearers, which include voting rights and presenceto the Company’s Shareholders’ Assembly ertain approval rights of the proposal for appointment(Hellenic Telecommunication Organization). It was foundedof the Managing Board members and the proposal for thein 1949 as a state-run company and currently, it is a jointappointment of General Manager of the Parent company,stock entity whose shares are listed on the Greek, New YorkTELEKOM SRBIJA GROUP 6 ANNUAL BUSINESS REPORT FOR 2011

and London stock exchange. As of 1 January 2001, it hasof the Republic of Serbia at its session held on 5 May 2011been stripped of the monopoly in the telecommunicationsdecided to decline the submitted offer, by which the saleindustry in Greece.process was terminated.Pursuant to the Conclusion 05 no. 023-9705/2010 dated 23The core activity of OTE Group is the provision ofDecember 2010, the Government of the Republic of Serbiafixed and mobile telephony services, Internet services,recommended to the Parent company to undertake allsatellite communications services, data transfer and leaseactivities necessary in order to convert the Parent companyof lines services.into an open joint stock entity.In the course of 2010, a change in the ParentCompany’s shareholders took place. In accordance with the Conclusion of the Government of the Republic of Serbia 05inscribed in the register of the Serbian Business Registersno. 023-6816 dated 21 September 2010 and the Decision onAgency and the Central Securities Depository and Clearingthe transfer of the shares in the Parent company to theHouse as the holder of 80% of the Parent company’s shares.Republic of Serbia, without compensation of the BoardThe structure of the capital structure in the Parentof Directors of JP PTT, on 24 September 2010 JP PTT andCompany as at 31 December 2011 was the following:the Government of the Republic of Serbia concluded theAgreement on the transfer of the shares of Telekom Srbijaa.d., Belgrade without compensation – Gift.On 28 September 2010, the Republic of Serbia was The Republic of Serbia – the Government ofthe Republic of Serbia 80%OTE, Greece 20%Pursuant to this Agreement, the Republic of SerbiaOn 25 January 2012, the Parent company paid EURbecame the major shareholder and the legal owner of 80%380 million to the minority shareholder OTE for its 20%of the Parent company’s shares, represented by 864,000share in the Parent company’s capital in the following way:ordinary shares with the nominal value of RSD 10 thousandEUR 320 million from the loan and EUR 60 million from itsper share, i.e., with the total nominal value amounting toown funds. Subsequent to the above mentioned date, OTERSD 8,640,000 thousand.ceased to be the shareholder of the Parent company, i.e. theAs of 31 December 2011, total value of the Parent company’sGroup.share capital has not been changed.In 2010, the Government of the Republic of SerbiaThe Parent company’s principal business activity isannounced an international tender for the sale of thethe provision of telecommunications services, the mostmajority block of shares of the Parent company and theimportant of which are as follows:company “Telekom Austria” submitted the offer. Since theoffer had not met the requested criteria, the GovernmentANNUAL BUSINESS REPORT FOR 2011 Fixed telecommunications services(including CDMA services);7 TELEKOM SRBIJA GROUP

Internet services;telecommunications Mobile telephony services;The License is valid through a 10-year period, while the Multimedia services.provision of commercial services commences within thenetworkandservices(CDMA).six-month period after the License issuing date.Besides the above services, the Parent company’sactivities also include the maintenance and repair ignandnetwork,andAs of 31 December 2011, Telekom Srbija Group includes theParent company and the following subsidiaries:spatialconstructionofShare %telecommunications facilities, etc. The Parent company Telekom Srpske a.d., Banja Lukaalso supplies leases, construction, management and Mtel d.o.o., Podgorica51%security services in the area of network infrastructure. Telus a.d., Belgrade100%Furthermore, the Parent company has the rights to provide FiberNet d.o.o., Podgorica100%directory services including “White” and “Yellow Pages”, TS:NET BV, Amsterdam100%operator-assisted services and electronic directory services HD-WIN d.o.o., Belgrade51%65%relating to fixed telephony services.In the course of 1998, the Parent company introducedGSM mobile telecommunication services.On 28 July 2006, the Parent company was granted theLicense for public mobile telecommunication network andservices for public mobile telecommunication networkSUBSIDIARIESTELEKOM SRPSKE A.D.,BANJA LUKAin accordance with GSM/GSM1800 and UMTS/IMT-2000standards by the Republic Telecommunications AgencyJoint Stock Company “Telekomunikacije RepublikeSrpske“(hereinafter: Telekom Srpske) domiciled in Banja(“RATEL”).Luka, Kralja Petra I Karađorđevića 93, has been a legalOn 13 April 2007, the Parent company renewed thesuccessor of JODP for Telecommunications of RS sinceLicense for construction, possessing and exploitation ofNovember 2002. Namely, during 2002, pursuant to the Lawpublic fixed telecommunication network and renderingon Privatization of Republika Srpska and Decision passedpublic fixed telecommunication services granted by the Government of the Republic of Srpska, 20% of thestate-owned capital of the subsidiary was privatized. UnderOn 16 June 2009, the Parent company grantedthe Decision rendered by the Basic Court in Banja Luka ofthe License for fixed wireless access for the public12 December 2002, the new name “Telekomunikacije RSTELEKOM SRBIJA GROUP 8 ANNUAL BUSINESS REPORT FOR 2011

a.d., Banja Luka“was entered into the register as well as theadded services. The subsidiary also provides the servicesstatus change due to the sale of a part of the state-ownedof lease, design, construction, reconstruction, installation,capital. On June 18, 2007, upon acquisition of 65% of themanagement and protection of telecommunicationsstate-owned capital, Telekom Srbija a.d. officially becameinfrastructure. During 2000, the subsidiary introduced thethe majority owner of the subsidiary.GSM mobile telephony network.Telekom Srpske has a full ownership over twoOn October 12, 2004, the Regulatory Agency forsubsidiaries TT Inženjering d.o.o., Banja Luka and “M:TEL,Communications of Bosnia and Herzegovina (“RAK“)Multimedijalne komunikacije d.o.o, Zagreb“. The subsidiaryissued a License to the subsidiary for the provision of GSMon February 1, 2010, signed the Agreement on the purchaseservices in the territory of Bosnia and Herzegovina for theof a 49% share in Mtel d.o.o. Podgorica and during Februaryperiod of 15 years as of the date of issuance. Besides, on 26paid in total contractual amount.March 2009, the subsidiary was also granted a License forThe ownership structure of the subsidiary isas follows:Universal Mobile Telecommunications Systems (UMTSLicense) for the period of 15 years. The License for the Telekom Srbija a.d. The Pension and Disability Insurance Fund2002 for the period of 15 years, while the License for theof Republika Srpska10%provision of Internet services was issued on 1 July 2002 for a65%provision of fixed telephony services was issued on 1 June ZIF Zepter Fund, Banja Luka5%10-year period. The License for the provision of multimedia The Restitution Fund of Republika Srpska 5%services was issued on 16 March 2010 for the period of one Other shareholdersyear.15%The shares of the subsidiary that are owned by othershareholders are listed in Banja Luka Stock Exchange inMTEL D.O.O., PODGORICARepublika Srpska.The principal business activity is the provision ofIn a consortium with Ogalar B.V., Amsterdam, thetelecommunication services of fixed and mobile telephonyParent company was issued in 2007 with a special Licensein the national and international traffic, the Internet andfor construction, possession and exploitation of the publicmultimedia services. The subsidiary is also registeredmobile telecommunications network and provision offor the provision of other telecommunication services,public mobile telecommunication services, as well as theincluding other fixed telephone services, data services,License for the provision of public telecommunicationlease of lines, private circuits, services throughout theservices through fixed wireless access (WiMax) innetwork area, mobile telephony add-on services and valueMontenegro. For that purpose, on April 4, 2007, a new legalANNUAL BUSINESS REPORT FOR 2011 9 TELEKOM SRBIJA GROUP

entity Mtel was founded in which the Parent Company is aof Facilities, Property and Other Services Telus a.d.,majority founder with a 51% capital.Belgrade was established under the Decision (No. 25837/8and 25837/9) on the separation of activities related toOn December 22, 2009, the Managing Board of thecleaning, regular maintenance of business premises andParent Company approved the increase of the Parentphysical security, that the Managing Board of the ParentCompany’s founding contributions in the amount of EURcompany passed on March 31, 2005. The subsidiary Telus20,4 million.was incorporated as a closed joint stock company andthe Parent Company was the sole founder. The principalOn February 1, 2010, the Agreement on the sale ofminority shares in the subsidiary was signed betweenOgalar B.V. and Telekom Srpske a.d., Banja Luka. On 16February 2010, the Central Register of the CommercialCourt in Podgorica issued a Founder Change Certificate,whereby the ownership transformation in the subsidiary“Mtel” was activity of the subsidiary is the provision ofservices related to maintenance and security of facilitiesand property, together with other related auxiliary services.After the incorporation, the subsidiary hired 840employees of the Parent company and, later in 2006,another 767 employees of JP PTT.On March 15, 2010, the Parent Company and thesubsidiary Telekom Srpske paid in the amount of EUR 20,4and 19,6 million, respectively, for its subsidiary Mtel.The ownership structure of the subsidiary, based onThe Contract on Business and Technical Cooperationwith the Parent Company was concluded upon thefoundation, with a 5-year validity term.The Contractstipulated the obligation of the Parent Company to usethe increase in capital, is as follows: Telekom Srbija a.d.51% Telekom Srpske a.d.49%the services provided by the mentioned subsidiary in linewith its registered activity. After the expiration of thementioned contract, in the course of 2010 and 2011, newThe principal business activity of the subsidiary is theprovision of telecommunication services of mobile andcontracts, related to cleaning, regular maintenance ofbusiness premises and physical security, have been entered.fixed wireless telephony, as well as Internet services.On December 31, 2010, the subsidiary also concludedTELUS A.D., BEOGRADtwo new contracts, pertaining to its registered activity, withJP PTT with 6-month and 3-year validity term, respectively.Business Company for the Maintenance and SecurityTELEKOM SRBIJA GROUP 10 ANNUAL BUSINESS REPORT FOR 2011

FIBERNET D.O.O.,PODGORICAOn July 8, 2008, the Parent Company concluded a JointVenture Agreement with the Railways of Montenegro forplacement, utilization and maintenance of the optical andpower cable along the railway Bar-Vrbnica. Accordingly, on3 December 2008, the Company’s Managing Board passedthe Decision on founding the subsidiary “FiberNet” d.o.o.,Podgorica.founding capital was EUR 1.2 million and consisted of thecontribution in cash in the amount of EUR 61 thousandand the contribution in kind in the amount of EUR 1.2million, where the Parent Company is the sole shareholder.The mentioned subsidiary has been founded as a closedjoint stock company with limited liability for commitmentsup to the amount of the founding capital and limits fortransfer of shares contracted by the Statute.Principal business activities of the subsidiary are leaseof telecommunication equipment and other operatingactivities in order to create conditions for constructionFiberNet was founded as a limited liability companyand the Parent Company is the sole founder and owner.and exploitation of international transport network of theParent company.Pursuant to the Agreement, 50% of ownership over thenewly built optical voltage facilities will be transferredHD-WIN D.O.O., BELGRADEto the Railways of Montenegro, with an obligation of atwo-year exclusive utilization period, without the right toOn 13 July 2011, the Company’s Managing Board broughtcommercialize them, whereas the Parent company ownsthe Decision on acquisition of the Telecommunications50% with an obligation of regular maintenance of the totalCompany “HD-WIN” d.o.o., Belgrade. “HD-WIN” deals withinvestment.cable telecommunications via “Arena Sport” TV channeland entitled for sport broadcasting rights on the territoryThe principal business activity of the subsidiary is theconstruction, possession, exploitation and maintenance ofof the Republic of Serbia, Bosnia and Herzegovina,Montenegro and Croatia.the transport and telecommunication network, as well as,provision of telecommunication services.On 2 August 2011 the Parent company paid in thecontribution in the amount of EUR 7.7 million and acquiredownership of 51% of the subsidiary’s capital, as well asTS:NET BV, AMSTERDAMmanaging rights.The subsidiary TS:NET BV domiciled in Amsterdam,the Netherlands, was founding on 5 February 2010. TheANNUAL BUSINESS REPORT FOR 2011 11 TELEKOM SRBIJA GROUP

CORPORATEGOVERNANCEaccordance with legal regulations. Financial reports arepublished annually and the company voluntarily places atthe disposal of its stakeholders its other business data aswell. The principles of social responsibility are included inManagement of the company is organized asbicameral. Bodies of the company are:the company’s strategic documents, whereby we confirmour long-term commitment to this concept. With this Assemblyapproach to corporate management we are endeavouring Supervisory Boardto demonstrate that we are committed to the integrity and Executive Boardgood business practices.Assembly consists of all shareholders of the company.Supervisory Board consists of 7 (seven) members,of which al least 1 (one) is independent memeber inORGANIZATIONALSTRUCTUREaccordance whit the Law.TheCompanyisasingleoperationalsystemstructured according to the functional and territorial andExecutive Board consists of 7 (seven) members.Memebers of Executive Board are Executive principle, which achieves its business objectionsthrough the following business functions, such as:1.Core functions – commercial and technical affairsGood corporate management for the companies,functions that model and achieve the vision and missionmembers of our group, does not only imply work in theof the company and represent the core activity by whichinterest of the shareholders, but also an adequate exercisethe Company affirms itself on the services marketand protection of other interests of our stakeholders:in the environment of competitors and customers,employees, partners, customers and society as a whole.and that are organized under the following names:This pertains to an equitable treatment of all our The Commercial Affairs Division – organized instakeholders, and clear and available information whichthe form of functions: service management, marketing andwe provide to them and a broader public, and an ethicalsales, customer care and wholesale and multimedia;attitude and transparency in our effort to accomplishbusinessobjectives.Thecorporate The Technical Affairs Division – organized inmanagementthe form of functions and in particular: planning andframework ensures the respect for free competition ondevelopment, technical preparation (engineering), networkthe market and condemns illegal forms of conduct andoperation and maintenance, capital investments andunfair market practices. Bookkeeping is performed ininformation technologies;TELEKOM SRBIJA GROUP 12 ANNUAL BUSINESS REPORT FOR 2011

2.Economic function – that provides the sources offinancing and composing the financial structure of thecompany, manages the financial means, budget and controlDirectorgeneraland the accounting activities;3.DePutyDirectorgeneralCorporate and logistics functions – human resources,legal affairs and logistics functions, which provide theinternalauDitfunctionefficiency of the incoming and the outgoing componentsyellow anDwhite Pagesfunctionstrategyfunctionof the Company system, and the internal components ofPr DePartMentsystem functioning;4.Support functions – functions of strategy, internalaudit, PR and the Yellow and White Pages, which nMarketinganD tiontechnicalPreParationengineeringfunctionBuDget refunctionnetworkoPerationanD MaintancefunctionaccountingfunctionwholesaleanD MultiMeDiafunctioncaPitalconstructionfunctionthe mission and vision of the Company and contributeto the achievement of the same by an optimum planningof development and operations, and create guidelines foradjusting the internal values of the Company to challengesof the market and the environment.logisticsanD KOM SRBIJA GROUPIn2011,thetotalnumberofemployeesonthe Group level was 13,241. Of the total number ofemployees, 68.17% refer to the Parent Company (9,026employees), 17.22% to the subsidiary Telekom SrpskeANNUAL BUSINESS REPORT FOR 2011 13 TELEKOM SRBIJA GROUP

(2,280 employees), 12.54% to the subsidiary Telus (1,660for an indefinite and definite period of time, the memberemployees), 1.7% to the subsidiary M:tel (226 employees)companies of the Group engage workers on contracts onand 0.36% to the subsidiary HD-WIN (48 employees),temporary engagement, service contracts, through youthwhile the Fibernet subsidiary has only one employee.employment agencies, mediators and representatives.2011TELEKOM SRBIJAGROUPIf we consider the educational structure of employees,TOTALSHARETELEKOM SRBIJA9,02668.17%TELEKOM NET10.01%HD-WIN480.36%13,241100.00%on the level of the Group, we can perceive the largest shareof employees with high school education (36.36%). Secondare employees with university education (24.11%), the totalnumber of which includes specialists, master degrees andPhDs. These are followed by qualified, semi-qualified andnon-qualified workers (17.1%), highly qualified workers(13.0%), while workers with college education account for9.43% of the total number of employees.TOTALThenumber of employees in 2011 are shown in the graph below:100%68,17%50%12,54%1,71%Telusof2011SHAREPhD, Master, Bachelor3,19324.11%College education1,2489.43%Highly qualified workers1,72113.00%High school education4,81436.36%Qualified n-qualified workers2011Telekom SrpskeofQUALIFICATIONDEGREESemi-qualifed workers0,36%0%Telekom SrbijastructureThe shares of members of the Group in the total17,22%qualificationTelekom Srbija Group in 2011 is shown in the table below:8446.37%13,241100.00%HD WinApart from the employees with an employment contract,Qualification structure of employees regarding the ageANNUAL BUSINESS REPORT FOR 2011 14 TELEKOM SRBIJa GROUP

structure of employees within the Group, it can be notedIn 2011, the employees took part in numerous trainingthat employees between 40 and 49 years of age account forprograms, workshops, conferences, forums, fairs andthe largest share (39.70%), followed by employees betweenseminars, both in the country and abroad. The total30 and 39 years of age (29.85%), between 50 and 59 (23.50%),number of participants that attended various trainingup to

telekom srbija a.d. belgrade 15 telekom srpske a.d., banja luka 16 mtel d.o.o., podgorica 17 telus a.d., belgrade 18 hd-win d.o.o., belgrade 18 always on users sides i20 business 22 strategyhd-win 23 services 23 telekom srbija a.d. belgrade 23 telekom srpske a.d 27 mtel d.o.o. 28 bus