Slovak Telekom, A.S

THIS DOCUMENT IS A TRANSLATION OF THE PROSPECTUS IN SLOVAK LANGUAGE APPROVED BY THE NATIONAL BANK OF SLOVAKIA MADE UNDER THE SOLE RESPONSIBILITY OF SLOVAK TELEKOM A.S. Slovak Telekom, a.s. Offering of up to 42,341,537 Shares in the form of Offer Shares and Global Depositary Receipts with one Global Depositary Receipt representing an interest in one Share Offer Price Range: EUR 17.70 to EUR 23.60 per Offer Share and U.S.$ 19.00 to U.S.$ 25.30 per Global Depositary Receipt This document has been approved by the National Bank of Slovakia (the NBS), which is the Slovak competent authority for the purposes of Directive 2003/71/EC, as amended (the Prospectus Directive), as a prospectus (the Prospectus) in accordance with Slovak Act No. 566/2001 Coll. on securities and investment services, as amended (the Slovak Securities Act), and Regulation (EC) No. 809/2004 of 29 April 2004 implementing the Prospectus Directive, as amended (the Prospectus Rules). This Prospectus has not been, and will not be, approved by any competent authority of the European Economic Area (EEA) other than the NBS. The Company has requested that the NBS notify the United Kingdom Financial Conduct Authority (the FCA) and Czech National Bank by providing a certificate of approval of the Prospectus (the Notification). This Prospectus has been prepared by Slovak Telekom, a.s. (the Company or Slovak Telekom), a company organised under the laws of the Slovak Republic. The Company accepts responsibility for the Prospectus and having taken all reasonable care to ensure that such is the case, to the best of the knowledge and belief of the Company, the information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect its import. The Prospectus has been prepared for the purposes of: (i) an offering (the Offering) by the National Property Fund of the Slovak Republic (the Selling Shareholder) of up to 42,341,537 ordinary shares in the Company, each fully paid-up with a nominal value of 10 EUR per share (the Offer Shares), in the form of the Offer Shares and global depositary receipts (the GDRs, and together with the Offer Shares, the Offer Securities), with one GDR representing an interest in one Share (as defined below); (ii) an application to Burza cennyćh papierov v Bratislave a. s. (the Bratislava Stock Exchange) for admission of 86,411,300 ordinary shares, each fully paid-up with a nominal value of 10 EUR (the Shares, and together with GDRs, the Securities), comprising 100% of the registered capital of the Company to trading on the Main Listed Market of the Bratislava Stock Exchange; and (iii) an application to (A) the FCA in its capacity as competent authority (the United Kingdom Listing Authority or the UKLA) under the United Kingdom Financial Services and Markets Act 2000 (the FSMA) for admission of up to 42,341,537 GDRs to listing on the official list of the FCA (the Official List) and to (B) the London Stock Exchange plc (the London Stock Exchange) for admission of up to 42,341,537 GDRs to trading on the main market for listed securities of the London Stock Exchange. The Bratislava Stock Exchange and the London Stock Exchange are both regulated markets in the EEA for the purposes of Directive 2004/39/EC (the Directive on Markets in Financial Instruments). Prior to the Offering, there has been no public market for the Securities. The Offering is structured as (i) an offering of the Offer Securities to the public in the Slovak Republic and of the Offer Shares in the Czech Republic and (ii) an institutional offering of the Offer Securities outside of the Slovak Republic and the Czech Republic. The Offer Securities are being offered in the United States to certain qualified institutional buyers (QIBs) as defined in, and in reliance on, Rule 144A (Rule 144A) under the U.S. Securities Act of 1933, as amended (the Securities Act), and outside the United States in offshore transactions in reliance on Regulation S under the Securities Act (Regulation S). The Securities have not been and will not be registered under the Securities Act and may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Prospective purchasers are hereby notified that the seller of the Securities may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A or another exemption from, or transaction not subject to, registration under the Securities Act. There will be no public offering of the Offer Securities in any jurisdiction other than the Slovak Republic and, in respect of the Offer Shares, the Czech Republic, although the Offer Securities may also be offered to institutional investors in accordance with applicable law. The Offering does not constitute an offer to sell, or solicitation of an offer to buy, the Securities in any jurisdiction in which such offer or solicitation would be unlawful. For a description of these and certain further restrictions on offers, sales and transfers of the Securities and the distribution of this Prospectus, see ‘‘The Offering’’, ‘‘Plan of Distribution (Terms of the Offer)’’, ‘‘Terms and Conditions of the Global Depositary Receipts’’ and ‘‘Transfer Restrictions’’. In connection with the Offering, the Selling Shareholder has agreed that Citigroup Global Markets Limited and Erste Group Bank AG, as stabilisation managers (the Stabilisation Managers), will have the right to acquire up to 4,234,153 Offer Securities, in order to stabilise the stock market price of the Offer Securities at a level higher than that which would otherwise prevail. The acquisition of the Offer Securities in connection with stabilising transactions will be subject to the applicable provisions of Commission Regulation (EC) No. 2273/2003 (the Stabilisation Regulation). The transactions to purchase the Offer Securities may be effected only during the period commencing on the earlier of the first listing day of the Shares on the Bratislava Stock Exchange and of the GDRs on the London Stock Exchange and terminating 30 days after that date (the Stabilisation Period). The transactions to purchase the Offer Securities may only be effected at a price not exceeding the relevant Offer Price. The Stabilisation Managers will not, however, be required to take any stabilisation actions. If any such actions are taken by the Stabilisation Managers, they may be discontinued at any time, but not later than the end of the Stabilisation Period. No assurance can be given that such stabilisation actions, if taken, will bring the expected results. See ‘‘Plan of Distribution (Terms of the Offer) – Stabilisation’’. Investing in the Securities involves a high degree of risk. Prospective investors should read the entire document and, in particular, see ‘‘Risk Factors’’ beginning on page 25. The GDRs are to be issued against the deposit of Shares with Citibank Europe plc, acting through its Slovak branch, Citibank Europe plc, pobocˇka zahranicˇnej banky, as custodian (the Custodian) for Citibank, N.A., a national banking association organised under the laws of the United States, as depositary (the Depositary). The GDRs offered and sold in the United States (the Rule 144A GDRs) will be evidenced by a Master Rule 144A Global Depositary Receipt (the Master Rule 144A GDR) registered in the name of Cede & Co., as nominee for The Depository Trust Company (DTC), and the GDRs offered and sold outside the United States (the Regulation S GDRs) will be evidenced by a Master Regulation S Global Depositary Receipt (the Master Regulation S GDR, and together with the Master Rule 144A GDR, the Master GDRs) registered in the name of Citivic Nominees Limited as nominee for Citibank Europe plc, as common depositary for Euroclear Bank SA/ NV (Euroclear) and Clearstream Banking, socie´te´ anonyme (Clearstream). It is expected that delivery of the Offer Securities will be made against payment therefor in same day funds through the facilities of Centra´lny depozita´r cennyćh papierov SR, a.s. (the Slovak Central Depository)inthe case of the Offer Shares, and DTC, Euroclear and Clearstream, in the case of the GDRs, on 12 May 2015 (the Closing Date). The Company will apply for admission of the Shares to trading on the Main Listed Market of the Bratislava Stock Exchange and the trading is expected to commence on 12 May 2015 under the symbol ‘‘STX’’. It is expected that admission to the Official List and unconditional trading through the International Order Book (IOB) on the London Stock Exchange (together with the admission to trading on the Bratislava Stock Exchange, the Admission) will commence on the London Stock Exchange at 8.00 a.m. (London time) on 12 May 2015 under the symbol ‘‘STXX’’. No assurance can be made that applications for the Admission will be approved. Joint Global Coordinators and Joint Bookrunners Citigroup J.P. Morgan Joint Lead Manager and Retail Offering Co-ordinator Joint Lead Manager and Regional Offering Co-ordinator Erste Group WOOD & Company The date of this Prospectus is 17 April 2015. TABLE OF CONTENTS Page SUMMARY ..................................................................................................................................... 1 RISK FACTORS ............................................................................................................................. 25 Risks Related to the Group’s Business and Industry............................................................ 25 Legal and

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