HTCC Investor Presentation

for the period ended June 30, 2008

August 19, 2008

Martin Lea, Chief Executive Officer

Rob Bowker, Chief Financial Officer

Exhibit 99.1

2

Safe Harbor Statement

This presentation of Hungarian Telephone and Cable Corp. (the "Company") contains “forward-looking

statements”, as that term is defined in the Private Securities Litigation Reform Act of 1995. The Company claims

the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation

Reform Act of 1995. These and all forward-looking statements are only predictions or statements of current

plans

that are constantly under review by the Company. Forward-looking statements by their nature address matters that

are, to different degrees, uncertain. These forward-looking statements are all based on currently available

operating, financial, and competitive information and are subject to various risks and uncertainties. Actual results

could differ materially from those expressed in our forward-looking statements for a variety of reasons, including:

fluctuation in foreign exchange rates and interest rates; changes in Hungarian and Central and Eastern European

economic conditions and consumer and business spending; the rate

of growth of the Internet; the amount that the

Company invests in new business opportunities and the timing of those investments; the mix of services sold;

competition; management of growth and expansion; the integration

of Invitel, Tele2 Hungary, and Memorex; future

integration of acquired businesses; the performance of our IT Systems; technological changes; the Company's

significant indebtedness; and government regulation. Additional information concerning factors that could cause

actual results to differ materially from those in the forward-looking statements is contained in the Company's filings

with the Securities and Exchange Commission, which are available

on the Company’s website, www.htcc.hu

and

on the SEC’s

website, www.sec.gov. Accordingly, investors are cautioned not to place undue reliance on forward-

looking statements, which speak only as of the date on which they are made. The Company does not undertake to

update such statements to reflect the impact of circumstances or

events that arise after the date the statements are

made. Investors should, however, consult any further disclosures

the Company may make in its reports filed with

the SEC.

Martin Lea

Chief Executive Officer

4

Highlights

Our

pro-forma*

consolidated

revenue

in

U.S.

dollars

increased

by

10%

and

7%,

respectively,

for

the

quarter

and

six

month

period

ended

June

30,

2008

compared

to

the

prior

year.

In

HUF

terms,

our

pro-

forma*

consolidated

revenue

decreased

by

6%

and

6%,

respectively,

for

the

quarter

and

six

month

period

ended

June

30,

2008

compared

to

the

prior

year.

Our

pro-forma*

consolidated

segment

gross

margin

in

U.S.

dollars

increased

by

18%

and

14%

,

respectively,

for

the

quarter

and

six

month

period

ended

June

30,

2008

compared

to

the

prior

year.

In

HUF

terms,

our

pro-forma*

consolidated

segment

gross

margin

was

on

the

same

level

for

the

quarter

and

six

month

period

ended

June

30,

2008

compared

to

2007.

Our

pro-forma*

gross

margin

percentage

was

72%

and

71%,

respectively,

for

the

quarter

and

six

month

period

ended

June

30,

2008

compared

to

67%

and

67%,

respectively,

in

2007.

Our

pro-forma

Adjusted

EBITDA**

in

U.S.

dollars

grew

by

24%

to

$124.9

million

for

the

six

month

period

ended

June

30,

2008

and

by

28%

to

$64.7

million

for

the

quarter

ended

June

30,

2008

compared

to

the

prior

year.

In

HUF

terms,

our

pro-forma

Adjusted

EBITDA**

grew

by

9%

to

HUF

20.7

billion

for

the

six

month

period

ended

June

30,

2008

and

by

7%

to

HUF

10.3

billion

for

the

quarter

ended

June

30, 2008

compared

to the

prior

year.

Our

pro-forma*

Adjusted

EBITDA

margin

was

44%

and

43%,

respectively,

for

the

quarter

and

six

month

period

ended

June

30,

2008

compared

to

38%

and

37%,

respectively,

in

2007.

The

Hungarian

forint

appreciated

against

the

U.S.

dollar

by

16%

and

14%,

respectively,

during

the

quarter

and

six

month

period

ended

June

30,

2008

compared

to

the

average

Hungarian

forint/U.S.

dollar

exchange

rates

in

2007.

*

Pro-forma financial information in this presentation assumes that HTCC, Invitel, Tele2 Hungary and Memorex had been combined as of the beginning of the applicable

period. The unaudited pro-forma financial information has not been prepared in accordance with Article 11 of Regulation S-X.

** 

Pro-forma Adjusted EBITDA is a non-GAAP financial measure. See the reconciliation on slides 8-11.

5

Memorex –

Post Closing

On

March

5,

2008

we

closed

the

transaction

and

acquired

95.7%

of

the

outstanding

equity

of

Memorex.

The

preliminary

purchase

consideration

for

Memorex

was

EUR

102.1

million,

which

included:

(i)

the

payment

of

cash

in

the

amount

of

EUR

17.9

million

(approximately

$27.2

million

at

closing),

(ii)

the

payment

of

cash

into

an

escrow

account

in

the

amount

of

EUR

12.1

million

(approximately

$18.4

million

at

closing),

(iii)

the

assumption

of

net

debt

of

EUR

69.7

million

(approximately

$105.8

million

at

closing);

and

(iv)

transaction

costs

and

other

directly

related

expenses

of

EUR

2.4

million

(approximately

$3.7

million

at

closing).

We

entered

into

a

Settlement

Agreement

with

the

selling

shareholders

pursuant

to

which

the

Escrow

Agent

was

directed

to

return

EUR

11.2

million

(approximately

$17.1

million

at

closing

foreign

exchange

rate)

to

us

and

the

remaining

EUR

0.9

million

(approximately

$

1.4

million

at

closing

foreign

exchange

rate)

was

paid

out

to

the

selling

shareholders.

We

received

our

funds

on

July

11,

2008.

After

the

refund

of

the

amount

from

escrow,

the

final

purchase

price

for

Memorex

is

EUR

90.9

million.

The

process

of

the

buy

out

of

the

minority

shareholders

in

Memorex

is

on

track

and

is

expected

to

be

completed

by

the

end

of

August.

We

completed

the

filing

to

the

SEC

with

respect

to

the

Memorex

acquisition

in

an

amended

8-K

filing,

including

audited

financial

statements

of

Memorex

for

2007.

6

Hungarian Economic

and Market Overview

The forint has strengthened against the Euro

during the course of Q2 2008 to 230 HUF/EUR

levels compared to 265 HUF/EUR levels during

Q1 of 2008. The Hungarian Forint currently

trades at an exchange rate of 236 HUF/EUR.

The National Bank of Hungary hiked its base rate

by 25 bsp

from 8.25% to 8.50 % in May 2008 and

kept the rates unchanged at the July meeting.

Government economic recovery plans show signs

of success:

Current account deficit narrowed from

6.0% in 2006 to 3.5% in 2007 and there are

indications of further improvement in

2008

Budget deficit declined to 5.5% in 2007

and is on track to fall to less than 3.0% of

GDP by year end 2009

Inflation has

gradually decreased from

8.6% in June 2007 to 6.8% in July 2008 and

is expected to fall to 4.6% by the end of

2008

Hungarian Interest Rate Evolution

HUF / EUR Exchange Rates

225

230

235

240

245

250

255

260

265

270

3,00%

5,00%

7,00%

9,00%

11,00%

13,00%

7

Source: NHH

(1)

National Statistics Office

2002

1998

1999

2000

2001

2003

2004

2005

2006

Western

Europe

(1)

2007

Trends of Fixed, Mobile and Internet Penetration in Hungary

2008 Q1

38%

80%

64%

64%

66%

69%

71%

71%

73%

75%

75%

73%

71%

108%

110%

99%

91%

83%

77%

68%

49%

30%

10%

16%

112%

50%

25%

34%

15%

10%

5%

2%

1%

0%

0%

0%

0%

20%

40%

60%

80%

100%

Fixed-line (per household)

Mobile (of population)

Broadband Internet (per household)

ADSL

Cable

8

Pro-Forma Financial Statements

for the quarter ended June 30, 2008

Note:

The

average

HUF/USD

exchange

rates

were

184.29

HUF/USD

in

Q2

2007

and

158.64

HUF/USD

in

Q2

2008.

(*)  

Adjusted

Operating

Expenses

do

not

include

the

non-recurring

items

presented

below

Adjusted

EBITDA.

(**) 

EBITDA

and

Adjusted

EBITDA

are

non-GAAP

financial

measures.

See

the

reconciliation

from

EBITDA

to

Net

income

on

the

next

slide.

(***)  EBITDA

Margin

%

and

Adjusted

EBITDA

Margin

%

are

EBITDA

and

Adjusted

EBITDA

as

a

percentage

of

revenue.

Change

Change

Change

Change

2008

2007

%

2008

2007

%

Revenue

23 625

25 215

(1 590)

(6%)

148 060

135 043

13 017

10%

Segment Cost of Sales

(6 615)

(8 243)

1 628

20%

(41 605)

(44 729)

3 124

7%

Segment Gross Margin

17 010

16 972

38

0%

106 455

90 314

16 141

18%

Gross Margin %

72%

67%

72%

67%

(6 666)

(7 297)

631

9%

(41 765)

(39 596)

(2 169)

(5%)

Adjusted EBITDA**

10 344

9 675

669

7%

64 690

50 718

13 972

28%

Adjusted EBITDA Margin %***

44%

38%

44%

38%

Cost of integration and restructuring

(986)

(1 185)

199

17%

(6 095)

(6 430)

335

5%

Due diligence expense

(103)

(102)

(1)

(1%)

(647)

(553)

(94)

(17%)

Vacation accrual

(98)

(293)

195

67%

(615)

(1 590)

975

61%

Turkey start up expense

(119)

(65)

(54)

(83%)

(734)

(353)

(381)

(108%)

Other one-off items

(484)

(563)

79

14%

(2 923)

(3 055)

132

4%

EBITDA**

8 554

7 467

1 087

15%

53 676

38 737

14 939

39%

EBITDA Margin %***

36%

30%

36%

29%

For the quarter        

ended June 30,

(in thousands of USD)

Adjusted Operating expenses*              

(in millions of HUF)

For the quarter        

ended June 30,

9

Pro-Forma Financial Statements

for the quarter ended June 30, 2008

Note:

The

average

HUF/USD

exchange

rates

were

184.29

HUF/USD

in

Q2

2007

and

158.64

HUF/USD

in

Q2

2008.

(*)   EBITDA

is

a

non-GAAP

financial

measure.

(**)  EBITDA

Margin

%

is

EBITDA

as

a

percentage

of

revenue.

Change

Change

Change

Change

2008

2007

%

2008

2007

%

EBITDA*

8 554

7 467

1 087

15%

53 676

38 737

14 939

39%

EBITDA Margin %**

36%

30%

36%

29%

Depreciation and amortization

(5 160)

(6 559)

1 399

21%

(32 246)

(35 271)

3 025

9%

Financing expenses, net

(4 994)

(5 556)

562

10%

(31 292)

(28 168)

(3 124)

(11%)

Foreign exchange gains (losses), net

7 955

1 314

6 641

505%

47 345

7 095

40 250

567%

Gains (losses) on derivatives

(11 277)

(3 721)

(7 556)

(203%)

(66 672)

(21 019)

(45 653)

(217%)

Gains (losses) on warrants

-

-

-

n/a

-

-

-

n/a

Taxes on net income

279

2 677

(2 398)

(90%)

1 397

14 118

(12 721)

(90%)

Convertible Pref Stock Dividends

(4)

(5)

1

20%

(26)

(26)

-

0%

Minority interest

1

-

1

n/a

3

3

-

0%

Net profit / (loss) for the period

(4 646)

(4 383)

(263)

(6%)

(27 815)

(24 531)

(3 284)

(13%)

Net profit / (loss) for the period in %

n/a

n/a

n/a

n/a

For the quarter        

ended June 30,

(in thousands of USD)

(in millions of HUF)

For the quarter        

ended June 30,

10

Pro-Forma Financial Statements

for the six months period ended June 30, 2008

Note:

The

average

HUF/USD

exchange

rates

were

188.53

HUF/USD

in

YTD

Q2

2007

and

165.99

HUF/USD

in

YTD

Q2

2008.

(*)    Adjusted

Operating

Expenses

do

not

include

the

non-recurring

items

presented

below

Adjusted

EBITDA.

(**)   EBITDA

and

Adjusted

EBITDA

are

non-GAAP

financial

measures.

See

the

reconciliation

from

EBITDA

to

Net

income

on

the

next

slide.

(***)  EBITDA

Margin

%

and

Adjusted

EBITDA

Margin

%

are

EBITDA

and

Adjusted

EBITDA

as

a

percentage

of

revenue.

(****)  Memorex

pro-forma

numbers

included

in

the

consolidated

pro-forma

numbers

for

the

period

ended

30

June,

2007

were

calculated

by

multiplying

the

nine

months

period

results

ended

December

31,

2007

by

9/6.

Change

Change

Change

Change

2008

2007 (****)

%

2008

2007 (****)

%

Revenue

48 090

50 980

(2 890)

(6%)

289 716

270 236

19 480

7%

Segment Cost of Sales

(13 734)

(16 766)

3 032

18%

(82 741)

(88 931)

6 190

7%

Segment Gross Margin

34 356

34 214

142

0%

206 975

181 305

25 670

14%

Gross Margin %

71%

67%

71%

67%

(13 628)

(15 145)

1 517

10%

(82 103)

(80 333)

(1 770)

(2%)

Adjusted EBITDA**

20 728

19 069

1 659

9%

124 872

100 972

23 900

24%

Adjusted EBITDA Margin %***

43%

37%

43%

37%

Cost of integration and restructuring

(1 966)

(1 281)

(685)

(53%)

(11 845)

(6 795)

(5 050)

(74%)

Due diligence expense

(215)

(131)

(84)

(64%)

(1 297)

(695)

(602)

(87%)

Vacation accrual

(205)

(300)

95

32%

(1 235)

(1 591)

356

22%

Turkey start up expense

(314)

(118)

(196)

(166%)

(1 894)

(626)

(1 268)

(203%)

Other one-off items

(658)

(699)

41

6%

(3 966)

(3 708)

(258)

(7%)

EBITDA**

17 370

16 540

830

5%

104 635

87 557

17 078

20%

EBITDA Margin %***

36%

32%

36%

32%

For the period        

ended June 30,

(in thousands of USD)

Adjusted Operating expenses*              

(in millions of HUF)

For the period        

ended June 30,

11

Pro-Forma Financial Statements

for the six months period ended June 30, 2008

Note:

The

average

HUF/USD

exchange

rates

were

188.53

HUF/USD

in

YTD

Q2

2007

and

165.99

HUF/USD

in

YTD

Q2

2008.

(*)   EBITDA

is

a

non-GAAP

financial

measure.

(**)  EBITDA

Margin

%

is

EBITDA

as

a

percentage

of

revenue.

(***) Memorex

pro-forma

numbers

included

in

the

consolidated

pro-forma

numbers

for

the

period

ended

30

June,

2007

were

calculated

by

multiplying

the

nine

months

period

results

ended

December

31,

2007

by

9/6.

Change

Change

Change

Change

2008

2007 (***)

%

2008

2007 (***)

%

EBITDA*

17 370

16 540

830

5%

104 635

87 557

17 078

20%

EBITDA Margin %**

36%

32%

36%

32%

Depreciation and amortization

(10 171)

(10 819)

648

6%

(61 273)

(57 387)

(3 886)

(7%)

Financing expenses, net

(10 336)

(10 742)

406

4%

(62 267)

(56 981)

(5 286)

(9%)

Foreign exchange gains (losses), net

5 284

2 412

2 872

119%

31 831

12 794

19 037

149%

Gains (losses) on derivatives

(6 239)

(12 188)

5 949

49%

(37 586)

(64 979)

27 393

42%

Gains (losses) on warrants

-

(2 904)

2 904

100%

-

(15 075)

15 075

100%

Taxes on net income

(744)

1 968

(2 712)

(138%)

(4 475)

10 439

(14 914)

(143%)

Convertible Pref Stock Dividends

(9)

(10)

1

10%

(52)

(52)

-

0%

Minority interest

-

-

-

n/a

(3)

2

(5)

(250%)

Net profit / (loss) for the period

(4 845)

(15 743)

10 898

69%

(29 190)

(83 682)

54 492

65%

Net profit / (loss) for the period in %

n/a

n/a

n/a

n/a

For the period        

ended June 30,

(in thousands of USD)

(in millions of HUF)

For the period        

ended June 30,

12

Pro-Forma Revenue Summary

for the quarter ended June 30, 2008

Mass

Market

Voice:

change

in

Mass

Market

Voice

revenue

was

principally

driven

by

the

planned

reduction

in

the

number

of lower margin ex-Tele2 carrier select customers, resulting in revenue decrease in

ex-Tele2 of 42%

to HUF 1.1 billion for

the quarter ended June 30, 2008 compared to HUF 1.9 billion in the prior year. Without ex-Tele2, Invitel Mass Market

Voice revenue decreased by HUF 0.2 billion or 3.7% compared to the prior year.

Business:

change

in

Business

revenue

was

mainly

due

to

the

revenue

decrease

at

Invitel

Technocom

by

HUF

168

million

and the decrease in Business Voice in-concession revenue by HUF 154 million between the second quarter

of 2008 and

2007.

Wholesale:

change

in

Wholesale

revenue

was

mainly

driven

by

the

planned

reduction

in

low

margin

Wholesale

Voice

revenue by 31%, to HUF 2.6 billion for the period ended June 30,

2008 from HUF 3.7 billion in the prior year. The 27%

increase in higher margin Wholesale Data revenue from HUF 4.4 billion to HUF 5.6 billion offsets this decrease.

(in millions of HUF)

Change

Change

2008

2007

%

Mass Market Voice

6 947

7 974

(1 027)

(13%)

Gross margin %

80%

75%

Mass Market Internet

2 345

2 331

14

1%

Gross margin %

83%

80%

Business

6 215

6 539

(324)

(5%)

Gross margin %

75%

76%

Wholesale Voice

2 560

3 699

(1 139)

(31%)

Gross margin %

10%

12%

Wholesale Data

5 558

4 672

886

19%

Gross margin %

82%

81%

Total Revenue

23 625

25 215

(1 590)

(6%)

For the quarter      

ended June 30,

13

Pro-Forma Revenue Summary

for the six months period ended June 30, 2008

Mass

Market

Voice:

change

in

Mass

Market

Voice

revenue

was

principally

driven

by

the

planned

reduction

in

the

number

of

lower

margin

ex-Tele2

carrier

select

customers,

resulting

in

revenue

decrease

in

ex-Tele2

of

34%

to

HUF

2.5 billion for the six month period ended June 30, 2008 compared to HUF 3.8 billion in the prior year. Without ex-

Tele2, Invitel Mass Market Voice revenue decreased by HUF 0.5 billion or 4% compared to the prior year.

Business:

change

in

Business

revenue

was

mainly

due

to

the

decrease

at

Invitel

Technocom

by

HUF

355

million

and

the decrease in Business Voice in-concession revenue by HUF 325 million between the first six months of 2008 and

2007. This decline was offset by increase in Business Data and Business Voice out-of–concession revenue.

Wholesale:

change

in

Wholesale

revenue

was

mainly

driven

by

the

planned

reduction

in

low

margin

Wholesale

Voice revenue by 25%, to HUF 5.5 billion for the period ended June 30, 2008 from HUF 7.3 billion in the prior year.

The 14% increase in higher margin Wholesale Data revenue from HUF 9.7 billion to HUF 11.0 billion partially offsets

this decrease.

(in millions of HUF)

Change

Change

2008

2007

%

Mass Market Voice

14 213

16 061

(1 848)

(12%)

Gross margin %

79%

74%

Mass Market Internet

4 687

4 599

88

2%

Gross margin %

83%

79%

Business

12 660

13 263

(603)

(5%)

Gross margin %

76%

75%

Wholesale Voice

5 511

7 329

(1 818)

(25%)

Gross margin %

10%

10%

Wholesale Data

11 019

9 728

1 291

13%

Gross margin %

83%

82%

Total Revenue

48 090

50 980

(2 890)

(6%)

For the period       

ended June 30,

14

Pro-Forma Segment Gross Margin Summary

for the quarter ended June 30, 2008

Notes:

The

average

HUF/USD

exchange

rates

were

184.29

HUF/USD

in

Q2

2007

and

158.64

HUF/USD

in

Q2

2008.

(in millions of HUF)

Change

Change

2008

2007

%

Mass Market Voice

5 525

5 958

(433)

(7%)

Mass Market Internet

1 957

1 857

100

5%

Business

4 687

4 952

(265)

(5%)

Wholesale Voice

268

443

(175)

(40%)

Wholesale Data

4 573

3 762

811

22%

Total Segment Gross Margin

17 010

16 972

38

0%

For the quarter      

ended June 30,

(in thousands of USD)

Change

Change

2008

2007

%

Mass Market Voice

34 716

32 269

2 447

8%

Mass Market Internet

12 271

10 046

2 225

22%

Business

29 480

26 831

2 649

10%

Wholesale Voice

1 686

2 385

(699)

(29%)

Wholesale Data

28 302

18 783

9 519

51%

Total Segment Gross Margin

106 455

90 314

16 141

18%

For the quarter      

ended June 30,

15

Pro-Forma Segment Gross Margin Summary

for the six months period ended June 30, 2008

Notes:

The

average

HUF/USD

exchange

rates

were

188.53

HUF/USD

in

YTD

Q2

2007

and

165.99

HUF/USD

in

YTD

Q2

2008.

(in millions of HUF)

Change

Change

2008

2007

%

Mass Market Voice

11 212

11 877

(665)

(6%)

Mass Market Internet

3 872

3 612

260

7%

Business

9 632

9 990

(358)

(4%)

Wholesale Voice

549

724

(175)

(24%)

Wholesale Data

9 091

8 011

1 080

13%

Total Segment Gross Margin

34 356

34 214

142

0%

For the period       

ended June 30,

(in thousands of USD)

Change

Change

2008

2007

%

Mass Market Voice

67 546

62 999

4 547

7%

Mass Market Internet

23 329

19 161

4 168

22%

Business

58 028

52 989

5 039

10%

Wholesale Voice

3 306

3 842

(536)

(14%)

Wholesale Data

54 766

42 314

12 452

29%

Total Segment Gross Margin

206 975

181 305

25 670

14%

For the period       

ended June 30,

16

Mass Market Voice Segment

Number of Carrier Pre-Select

(“CPS”) and Carrier Select (“CS”)

customers

•

Decline

in

lower

value

(ex-Tele2)

CS

customers

•

February

and

March

clear

out

of

zero

usage CPS customers

Number of Mass Market Voice In

Concession Lines and

Outgoing Traffic in Minutes

•

Lower

line

churn

•

Stable

traffic

In Concession Area

380 000

385 000

390 000

395 000

400 000

405 000

410 000

415 000

420 000

425 000

No. of lines

0

10 000

20 000

30 000

40 000

50 000

60 000

70 000

80 000

90 000

100 000

Th. minutes

Number of lines

Outgoing minutes

Out of Concession Areas

100 000

150 000

200 000

250 000

300 000

350 000

400 000

450 000

No. CPS 

customers

100 000

150 000

200 000

250 000

300 000

350 000

No. of  CS

customers

CPS

CS

17

Mass Market Internet

Segment

Mass

Market

Broadband

DSL

Growth of

Invitel vs. Market Growth

•

Invitel continues to grow faster than the

market

Number of Mass Market Broadband

ADSL Customers and Average

Revenue

Per Customer (“ARPU”)

•

Consistent growth in ADSL customer base

•

Stable ARPUs

Mass Market Internet

50 000

60 000

70 000

80 000

90 000

100 000

110 000

120 000

130 000

140 000

No. of lines

0

1 000

2 000

3 000

4 000

5 000

6 000

7 000

8 000

9 000

10 000

ARPU

Number of lines

ARPU

100,0%

100,5%

101,0%

101,5%

102,0%

102,5%

103,0%

HTCC Group ADSL in Hungary Growth rate (100%=prev. month) in %

ADSL in Hungary Growth rate (100%=prev. month) in %

18

Mass Market Internet Segment -

IPTV

Launch:

In June 2008 service was launched allowing triple play in ex-Invitel

historical concession areas

IPTV offering is leveraged by up-selling the service to current

ADSL subscribers

Expansion

of

service

to

ex-Hungarotel

concession

areas

is

expected from October 2008

Service:

Superior product proposition to cable suppliers with unique

features

Customers:

More than 1,700 contracted Triple Play customers as of August 1,

2008

Approximately 45% of current ADSL customers can be served with

full Triple Play capability

Modest revenue but

facilitates ADSL growth

and reduces line churn

Initial focus is on in ex-

concession areas to

address existing

ADSL base

Service launched in

June 2008 and

performance is in line

with management

expectations

19

Business

Segment

Business Voice Segment                                     

Out of Concession Direct Access

Customers and Traffic

•

Consistent growth in number of customers

Business Internet Segment                       

In and Out of Concession ADSL

Customers and Average Revenue Per

Customer (“ARPU”)

•

Consistent growth in ADSL customer base

•

Stable ARPUs

Business Voice Out of Concession Direct Access

1 400

1 450

1 500

1 550

1 600

1 650

1 700

No. of lines

0

5 000

10 000

15 000

20 000

25 000

30 000

35 000

40 000

45 000

Th. minutes

Number of lines DA

Outgoing minutes

Business Internet

13 000

13 500

14 000

14 500

15 000

15 500

16 000

16 500

17 000

17 500

No. of lines

15 000

25 000

35 000

45 000

ARPU

Number of lines

ARPU

Rob Bowker

Chief Financial

Officer

21

Pro-forma Financial Information

for the six months period ended June 30, 2008

Pro-Forma Financial Information

Amounts

were

translated

by

using

240

HUF/EUR

exchange

rate.

Notes:

(1)

Third

party

debt

(including

non

cash-pay

debt)

includes

short

and

long

term

debt,

the

2006

PIK

Notes,

but

excludes

liabilities

relating

to

derivative

financial

instruments

and

capital

leases.

(2)

Cash

pay

third

party

debt

equals

third

party

debt

excluding

the

2006

PIK

Notes.

(3)

Annualized

Pro-forma

Adjusted

EBITDA

is

calculated

by

multiplying

Pro-forma

Adjusted

EBITDA

for

the

period

ended

June

30,

2008

by

two.

See

slides

10

and

11

for

a

reconciliation

of

Pro-forma

Adjusted

EBITDA

to

Pro-forma

Net

income.

(4)

Cash

interest

expense

is

interest

expense

of

the

Senior

Credit

Facilities,

the

2004

Notes,

the

2007

Notes,

the

Bridge

Loan

and

the

Memorex

loans.

(5)

Net

third

party

debt

equals

third

party

debt

less

cash

and

cash

equivalents.

(6)

Cash

pay

net

third

party

debt

equals

cash-

pay

third

party

debt

less

cash

and

cash

equivalents.

(in thousands of EUR)

Balance Sheet Data (at period end):

Cash and cash equivalents

19 926

Third party debt (1)

708 167

Cash pay third party debt (2)

559 337

Other Pro-forma Financial Data:

Annualized Adjusted EBITDA (3)

172 733

Cash interest expense (4)

64 497

Net third party debt (5)

688 241

Cash pay net third party debt (6)

539 411

Ratio of Adjusted EBITDA to cash interest expense

2.7x

Ratio of net third party debt to Adjusted EBITDA

4.0x

Ratio of cash pay net third party debt to Adjusted EBITDA

3.1x

22

Annualized Interest Expense

Note: The above schedule includes cash-pay and non cash-pay debt.

* : Not hedged.

**: Interest

expense

on

the

2004

Notes

and

the

2006

PIK

Notes

is

calculated

based

on

the

notional

amount

of

EUR

142

million

and

EUR

150 million, respectively, without bond discount. Bond discount on the 2004 Notes and the 2006 PIK Notes was EUR 962 thousand and

EUR 926 thousand, respectively, as of June 30, 2008.

(in thousands of EUR)

Notional Amount

@ 2008/06/30

Interest rate

Effective interest

rate as a result of

hedging

Maturity date

Calculated

annualized

interest expense

2007 Notes

200 000

7,50%

10,68%

February 1, 2013

21 367

2004 Notes, net of bond discount (**)

141 038

10,75%

14,96%

August 15, 2012

21 236

Bridge Loan

100 000

11,50%

*

March 5, 2015

11 500

Yapi Loan

10 000

6,50%

*

November 30, 2013

650

Preps 1 Loan

8 000

7,55%

*

August 4, 2012

604

Preps 2 Loan

3 000

7,90%

*

August 4, 2012

237

Amended Facilities Agreement HUF tranche

14 645

9,50%

10,16%

June 30, 2011

1 488

Amended Facilities Agreement EUR tranche

72 654

6,00%

9,38%

June 30, 2011

6 815

Amended Facilities Agreement EUR tranche "D"

10 000

6,00%

*

June 30, 2010

600

Total cash-pay third party debt

559 337

64 497

2006 PIK Note, net of bond discount (**)

148 830

12,75%

*

April 15, 2013

19 094

Total third party debt

708 167

83 591

23

Repayment of Senior Cash-Pay Debt

Note:

The above schedule includes cash-pay debt only and thus excludes the repayment schedule of the 2006 PIK Notes.

(in thousands of EUR)

Secured bank

facility loan

repayments

HUF tranche

Secured bank

facility loan

repayments

EUR tranche

Secured bank

facility loan

repayments

EUR tranche "D"

2004 Notes,

net of bond

discount

2007       

Notes

Bridge     

Loan

Memorex

Austria     

Preps      

Loans

Memorex

Turkey     

Yapi       

Loan

Total debt

service

2008

2 177

10 801

12 978

2009

4 750

23 566

28 316

2010

5 410

26 838

10 000

42 248

2011

2 308

11 449

13 757

2012

141 038

11 000

152 038

2013

200 000

10 000

210 000

2014

-

2015

100 000

100 000

14 645

72 654

10 000

141 038

200 000

100 000

11 000

10 000

559 337

24

Pro-Forma Capital Expenditure

Note: Amounts were translated by using 240 HUF/EUR exchange rate.

Q1 2007Q2 2007Q3 2007Q4 2007

Total

2007

Q1 2008Q2 2008

Variable capex

1 540

2 384

2 325

1 986

8 235

1 838

2 216

Fixed capex

350

486

624

710

2 170

147

487

IT capex

428

291

237

215

1 171

124

363

Capitalised

opex

284

252

263

239

1 038

238

225

Subtotal

2 602

3 413

3 449

3 150

12 614

2 347

3 291

As a % of revenue

11%

15%

15%

14%

14%

10%

14%

Integration

-

204

160

1 197

1 561

291

136

IPTV

-

-

722

304

1 026

82

114

Billing system

-

81

347

424

852

212

173

Total Capex

2 602

3 698

4 678

5 075

16 053

2 932

3 714

As a % of revenue

11%

16%

20%

22%

17%

12%

16%

(in millions of HUF)

Q1 2007Q2 2007Q3 2007Q4 2007

Total

2007

Q1 2008

Q2 2008

Variable capex

6 415

9 935

9 688

8 276

34 314

7 657

9 233

Fixed capex

1 456

2 024

2 598

2 957

9 035

612

2 029

IT capex

1 783

1 214

986

896

4 879

519

1 513

Capitalised

opex

1 183

1 050

1 097

997

4 327

993

936

Subtotal

10 837

14 223

14 369

13 126

52 555

9 781

13 711

As a % of revenue

11%

15%

15%

14%

14%

10%

14%

Integration

-

851

667

4 987

6 505

1 212

567

IPTV

-

-

3 010

1 267

4 277

340

474

Billing system

-

339

1 447

1 766

3 552

884

723

Total Capex

10 837

15 413

19 493

21 146

66 889

12 217

15 475

As a % of revenue

11%

16%

20%

22%

17%

12%

16%

(in thousand of EUR)

Martin Lea

Chief Executive Officer

26

Group Strategy

Pragmatic

proven low

risk strategy

leveraging

existing assets

and

management

capability

Slow decline

in traditional

voice business,

offset by

growth in

broadband

business and

wholesale

data

Further

consolidation

opportunities

LEVERAGE REGIONAL

BACKBONE NETWORK AND

POSITION AS #1 CARRIERS

CARRIER IN CENTRAL/SOUTH

EASTERN EUROPE

CONSOLIDATE #2 POSITION

IN HUNGARIAN MARKET

THROUGH DEVELOPING A

RANGE OF CONVERGED

SERVICES

MAXIMISE INTEGRATION

SYNERGIES AND EVALUATE

FURTHER CONSOLIDATION

OPPORTUNITIES

MAXIMISE IN

-

CONCESSION

VOICE REVENUE AND CASH

FLOW

EXPAND BUSINESS REVENUES

AND MARKET SHARE

NATIONWIDE

CAPITALISE ON BROADBAND

GROWTH BOTH INSIDE AND

OUTSIDE ITS HISTORICAL

CONCESSION AREA

HTCC

-

HTCC

27

Non-GAAP Financial Measures

HTCC has included certain non-GAAP financial measures, including Pro-forma Adjusted EBITDA (for HTCC,

Invitel, Tele2 Hungary and Memorex, together the ”Company”), in this presentation. Reconciliations of the

differences between Adjusted EBITDA for the Company and the most

directly comparable financial measure

calculated and presented in accordance with GAAP is included in this presentation on a pro-forma basis. As

the business combination of the Company and Memorex has just been recently consummated, Adjusted

EBITDA for Memorex is derived from and reconciled to estimated Memorex revenues, based on estimates

derived by HTCC management from financial information available to HTCC management without

unreasonable efforts on its part and which, as described below, provides information that HTCC management

believes is useful for investors. The non-GAAP financial measures presented are by definition not a measure

of financial performance or financial condition under generally accepted accounting principles and are not

alternatives to operating income or net income/loss reflected in

the statement of operations and are not

necessarily indicative of cash available to fund all cash flow needs. These non-GAAP financial measures used

by HTCC may not be comparable to similarly titled measures of other companies. Management uses these

non-GAAP financial measures for various purposes including: measuring and evaluating the Company’s

financial and operational performance and its financial condition; making compensation decisions; planning

and budgeting decisions; and financial planning purposes. HTCC believes that presentation of these non-GAAP

financial measures is useful to investors because it (i) reflects management’s view of core operations and

cash flow generation and financial condition upon which management bases financial, operational,

compensation and planning decisions and (ii) presents a measurement that equity and debt investors and

lending banks have indicated to management is important in assessing HTCC's

financial performance and

financial condition. While HTCC utilizes these non-GAAP financial measures in managing its business and

believes that they are useful to management and to investors for

the reasons described above, these non-

GAAP financial measures have certain shortcomings. In particular, these EBITDA measurements do not take

into account changes in working capital and financial statement items below income from operations, and

the resultant effect of these items on HTCC's

cash flow. Management compensates for the shortcomings of

these measures by utilizing them in conjunction with their comparable GAAP financial measures. The

information in this presentation should be read in conjunction with the financial statements and footnotes

contained in HTCC's

documents filed with the U.S. Securities and Exchange Commission.

Appendix