Invitel Holdings A/S Announces Date of Shareholders Meeting

Invitel Holdings A/S (Pink Sheets: INVHY) (the "Company”) announced today that it will hold a shareholders meeting (the "Meeting”) on Friday, May 28, 2010 at 2:00 p.m. local time at the Company’s principal Hungarian offices located at Puskas Tivadar u. 8-10 in Budaors, Hungary H-2040. The Meeting will be an annual general meeting in accordance with Danish law and the Company’s Articles of Association.

The purpose of the Meeting is to, inter alia, get a business update from the Company, to adopt the Audited Annual Report for 2009, to adopt the remuneration of the Board of Directors, to amend the Articles of Association, to elect directors to serve until the Company’s 2011 Annual General Meeting and to appoint the Company’s Auditors. The notice of the Meeting setting out the detailed agenda is attached.

The Company has set May 5, 2010 as the record date for determining the ADR holders of the Company’s American depositary shares ("ADSs”) entitled to receive a proxy to instruct the Depositary (Deutsche Bank Trust Company Americas) as to the exercise of the voting rights pertaining to the ordinary shares represented by their respective ADSs.

ABOUT INVITEL HOLDINGS A/S

Invitel Holdings A/S is the number one alternative and the second-largest fixed line telecommunications and broadband Internet Services Provider in the Republic of Hungary. In addition to delivering voice, data and Internet services in Hungary, it is also a leading player in the Central and Eastern European wholesale telecommunications market.

Forward-Looking Statements and Legal Information

The information above includes forward-looking statements about Invitel Holdings A/S and its subsidiaries. These and all forward-looking statements are only predictions of current plans that are constantly under review by Invitel Holdings. Such statements are qualified by important factors that may cause actual results to differ from those contemplated, including those risk factors detailed in Invitel Holdings’ U.S. Securities and Exchange Commission ("SEC”) filings, which may not be exhaustive. For a discussion of such risk factors, see Invitel Holdings’ filings with the SEC including, but not limited to, its 2008 Annual Report on Form 20-F. Invitel Holdings operates in a continually changing business environment, and new risk factors emerge from time to time. Invitel Holdings cannot predict such new risk factors, nor can it assess the impact, if any, of such new risk factors on its business or events described in any forward-looking statements. Invitel Holdings has no obligation to publicly update or revise any forward-looking statements to reflect the occurrence of future events or circumstances.

Appendix to Invitel Holdings A/S AGM Announcement dated May 3, 2010

Notice of Annual General Meeting of Invitel Holdings A/S

The board of directors (the "Board of Directors”) of Invitel Holdings A/S ("Invitel” and, together with its subsidiaries, the "Company”) hereby invites Invitel’s ordinary shareholders to attend the Company’s Annual General meeting (the "Meeting”) on Friday, May 28, 2010 at 2:00 p.m. local time at the Company’s principal Hungarian offices located at Puskas Tivadar u. 8-10 in Budaors, Hungary H-2040.

Agenda:

1. Approval of the Board of Directors' report on the activities of the Company during the past financial year.

2. Adoption of the Audited Annual Report.

3. Resolution on the distribution of the profit/loss recorded in the Annual Report (as adopted by the Meeting).

4. Resolution to discharge the Board of Directors and Management of its responsibilities.

5. Adoption of remuneration of the Board of Directors.

6. Proposal for amending the Articles of Association, inter alia, to comply with the new Danish Companies Act.

7. Election of members to the Board of Directors to serve until the Company’s 2011 Annual General Meeting.

8. Appointment of Auditor(s).

The transaction of such other business as may properly come before the Meeting.

Re Agenda Item 6: Proposal for amending the Articles of Association, inter alia, to comply with the New Danish Companies Act.

The proposed amendments to the Articles of Association are recommended by the Board of Directors as a result of the introduction of a new Danish Companies Act ("Lov nr. 470 af 12. juni om aktie og anpartsselskaber (Selskabsloven))”, which has replaced the former Danish Public Companies Act "Aktieselskabsloven”).

The proposed amendments are as follows:

1. Article 2 regarding the company’s registered office is deleted. Consequently all subsequent Articles are renumbered accordingly.

2. In Article 6 section 2, which becomes Article 5 section 2, "punkt 6, stk. 1” ("Article 6 section 2”) is replaced by "punkt 5, stk. 1” ("Article 5 section 1”).

3. In Article 5 section 4 which becomes Article 4 section 4, Article 8 section 1, which becomes Article 7 section 1, and twice in Article 8 section 4, which becomes Article 7 section 4, the word "aktiebog” ("register of shareholders”) is replaced by the word "ejerbog” (remains "register of shareholders” in the English translation) and in Article 8 section 7, which becomes Article 7 section 7, the word "Aktiebogen” ("register of shareholders”) is replaced by the word "Ejerbogen” (remains "register of shareholders” in the English translation).

4. In Article 8 section 4 the word "aktiebogsfører” ("external registrar”) is replaced by the word "ejerbogsfører” (remains "external registrar” in the English translation).

5. In Article 9 section 3, which becomes Article 8 section 3, "1/10” ("one tenth”) is changed to "5 %” ("five %”).

6. In Article 9 section 4, which becomes Article 8 section 4, "mindst 10 dages og højst 4 ugers varsel” ("no less than ten days’ and no more than 4 weeks’ notice”) is changed to "mindst 2 og højst 4 ugers varsel” ("no less than two weeks’ and no more than 4 weeks’ notice”).

7. In Article 9 section 5, which becomes Article 8 section 5, the following is added: "Aktionærer har ret til at få et bestemt emne optaget på dagsordenen til den ordinære generalforsamling, hvis kravet fremsættes skriftligt senest 6 uger før generalforsamlingen.” (”Shareholders are entitled to have proposals included on the agenda for the ordinary general meeting if these proposals are submitted in writing to the Board of Directors not later than six weeks before the general meeting.”).

8. As a new Article 8 section 6, the following is inserted: "Dokumenter udarbejdet til generalforsamlingens brug i forbindelse med eller efter generalforsamlingen, herunder indkaldelse til generalforsamling, skal udarbejdes på dansk og/eller engelsk.” (”Documents prepared for the purpose of the general meeting in connection with or after the general meeting, including its convening, must be prepared in Danish and/or English.”).

9. Article 10 section 1, which becomes Article 9 section1, is to have the following wording: "Senest 2 uger før generalforsamlingen skal dagsordenen og de fuldstændige forslag, der skal behandles på generalforsamlingen, og for den ordinære generalforsamlings vedkommende tillige revideret årsrapport gøres tilgængelige for aktionærerne og samtidig sendes til enhver noteret aktionær, som har fremsat begæring herom.” (”No later than two weeks before the general meeting, the agenda, the complete proposals to be considered at the general meeting and, provided it is not an extraordinary general meeting, the audited annual report shall be made available for inspection by the shareholders and sent to any registered shareholder upon request.”).

10. Article 11 section 2, which becomes Article 10 section 2, is to have the following wording: "En aktionærs ret til at deltage i og stemme på en generalforsamling fastlægges i forhold til de aktier, aktionæren besidder på registreringsdatoen. Registreringsdatoen ligger 1 uge før generalforsamlingens afholdelse. Deltagelse og udøvelse af stemmeret på en generalforsamling forudsætter desuden at aktionæren har anmeldt sin deltagelse til selskabet senest 3 dage før generalforsamlingens afholdelse. Antallet af aktier, den enkelte aktionær besidder på registreringsdatoen, opgøres på baggrund af noteringen af aktionærens ejerforhold i ejerbogen samt meddelelser om ejerforhold, som selskabet har modtaget med henblik på indførsel i ejerbogen, men som endnu ikke er indført heri, jf. selskabslovens § 84, stk. 2.” (”A shareholder’s right to attend and vote at a general meeting is determined by the number of shares owned by such shareholder at the record date ("registreringsdato”). The record date is one week before the general meeting. Attendance and voting at a general meeting imply that the shareholder has registered its attendance to the company three days at the latest prior to the general meeting. The number of shares owned by each shareholder at the record date is based on each shareholder’s ownership registered in the Register of Shareholders and on notices of ownership received by the company to be registered in the Register of Shareholders but not yet registered therein, see section 84(2) in the Danish Companies Act.”).

11. In Article 11 section 3, which becomes Article 10 section 3, "hvis givet til bestyrelsen” ("if given to the board of directors”) is inserted after "Fuldmagten skal være skriftlig, dateret og må” ("The instrument of proxy shall be in writing and duly dated, and shall”).

12. In Article 12 section 2, which becomes Article 11 section 2, "aktieselskabsloven” ("(aktieselskabsloven)” is replaced by "selskabsloven” ("(selskabsloven)”).

13. In Article 12 section 4, which becomes Article 11 section 4, "på selskabets kontorer,” ("at the company’s office,”) is deleted.

14. In Article 13 section 4, which becomes Article 12 section 4, "aktieselskabslovens § 56, stk. 7” ("section 56, paragraph 7 of the Danish Companies Act”) is replaced by "selskabslovens § 130” ("section 130 of the Danish Companies Act”).

Re Agenda Item 7: Election of members to the Board of Directors to serve until the Company’s 2011 Annual General Meeting.

The Board of Directors proposes re-election of the following current board members: Ole Steen Andersen; Jens Due Olsen; Peter Feiner; Craig Butcher; Nikolaus Bethlen; Thierry Baudon and Michael Krammer to serve until the Company’s 2011 Annual General Meeting.

The proposed Board of Directors candidates have the following backgrounds:

Ole Steen Andersen (Age: 63) has been a member of the Board of Directors since November 2008 and a member of the board of Hungarian Telephone and Cable Corp. ("HTCC,” the Company’s predecessor) from September 2006 until the completion of the reorganization merger in February 2009. Until his retirement in June 2007, Mr. Andersen was the Chief Financial Officer and a member of the Executive Committee of Danfoss A/S. Danfoss is a privately held global company which develops and produces mechanical and electronic products and controls used to heat and cool homes and offices, refrigerate food and control production lines. Mr. Andersen currently serves on several boards of directors. He is the Chairman of the Board of Directors of several companies including BB Electronics A/S, a Denmark-based private equity-held company which provides electronic subassemblies, Sanistaal A/S, a public listed wholesale company and Hedge Corp. A/S, an IT financial resources company. Mr. Andersen is also the Chairman of the Danish Association for Private Equity and Venture Capital. In addition, Mr. Andersen is the Nordic advisor for CVC Capital, a Luxembourg-based private equity company, and a member of the Advisory Board of Danish Merchant Capital, a financial services company. He holds a B.Econ. from the Copenhagen Business School and a M.Sc. from Denmark’s Technical University.

Jens Due Olsen (Age: 46) has been a member of the Board of Directors since November 2008 and a member of the board of our predecessor, HTCC from March 2007 until the completion of the reorganization merger in February 2009. Mr. Olsen is currently a financial consultant. He was the Deputy CEO and Chief Financial Officer of GN Store Nord A/S ("GN”) until the end of 2007. Mr. Olsen was with GN since 2001. GN, a manufacturer of headsets and hearing instruments, is a Danish-based public company listed on the NASDAQ OMX Copenhagen Stock Exchange. Mr. Olsen is on the Board of Directors and the Chairman of the Audit Committee of NKT Holdings A/S, a Danish-based public company listed on the NASDAQ OMX Copenhagen Stock Exchange, which is a manufacturer of cleaning equipment, power cables, flex-pipes for the offshore industry and advanced fiber-optics components. He is also on the Board of Directors of Industries Pension A/S, a Danish pension fund; Cryptomathic A/S, a privately held Danish company which provides e-security software and services; and Dtecnet A/S, a Danish-based market leading provider of anti-piracy software solutions for the global gaming, music, motion picture and software industries. He is also the chairman of Atchikrealtime A/S, a LD Equity owned provider of white label mobile communities for various mobile operators and a board member of EG A/S, a Nordic Capital owned provider of IT solutions and consultancy services. He holds a M.Sc. in Economics from the University of Copenhagen, Denmark.

Peter Feiner (Age: 42) has been a member of the Board of Directors since November 2008 and a member of the Board of Directors of our predecessor HTCC from May 2007 until the completion of the reorganization merger in February 2009. Since 1998, Mr. Feiner has been the managing director of SPAR Magyarország Kereskedelmi Kft. ("Spar Hungary”) and has been the head of Spar Hungary’s Board of Directors since 2004. Spar Hungary is owned by Spar Austria. Spar Hungary operates supermarkets and hypermarkets throughout Hungary and is part of the world’s largest retail food store chain operating under the brand name "Spar.” Mr. Feiner has been the President of the Hungarian Trade Association since 2005. He holds a degree from the College of Finance and Accountancy, Zalaegerszeg, Hungary.

Craig Butcher (Age: 46) has been a member of the Board of Directors since November 2009. Mr. Butcher is a Senior Partner of MEP and has been with MEP since 2001. He is responsible for deal origination, execution, and monitoring across the Central and Eastern European region. While with Mid Europa, Mr. Butcher has been responsible for investments in five telecommunications operators and has served or is serving on the boards of directors of Invitel, Karneval, Ceske Radiokommunikace, T-Mobile Czech Republic, Bité and Wheelabrator. From 1995 to 2000, Mr. Butcher worked with the EBRD. From 1991 to 1993 he worked with the Boston Consulting Group. He holds a B.Sc. (Hons) in Mathematics from Canterbury University, New Zealand, and an MBA from INSEAD.

Nikolaus Bethlen (Age: 32) has been a member of the Board of Directors since November 2009. Mr. Bethlen is a Director of Mid Europa. Prior to joining Mid Europa, he worked for Kohlberg, Kravis, Roberts & Co. ("KKR”) in London. Prior to joining KKR, he was with Morgan Stanley & Co. in its European Mergers and Acquisitions and Capital Markets Departments. Mr. Bethlen serves on the Boards of Orange Austria and Ceske Radiokommunikace. He holds a B.A. in Business Economics from Durham University, England.

Thierry Baudon (Age: 56) has been a member of the Board of Directors since November 2009. Mr. Baudon is the Managing Partner of Mid Europa and has been with Mid Europa since its inception in 1999. He chairs the Investment and Management Committees of the firm and has been responsible for investments in seven telecommunications operators. Mr. Baudon has served or is serving on several boards of directors including Invitel Holdings, TIW, Orange Slovakia, Orange Austria, Aster, SBB Telemach, and Calucem. Prior to joining Mid Europa, he headed the International Finance division of the Suez Group and held senior positions with the European Bank for Reconstruction and Development ("EBRD”) and the World Bank/IFC Group. He holds a B.Sc. and a M.Sc. in Engineering from the Paris Institute of Technology (AgroParisTech), an AMP from INSEAD and a M.A. in Economics and Finance from the Paris-Sorbonne University.

Michael Krammer (Age: 50) has been a member of the Board of Directors since November 2009. Mr. Krammer is the Chief Executive Officer of Orange in Austria, a position he has held since October 2007. After graduating from Theresian Military Academy, he has worked for three telecommunications operators serving as: CEO of E-Plus Germany; CCO and later CEO of tele.ring; and Director of Customer Care and Executive Director Business Unit Business Customers for max.mobile. Mr. Krammer started his professional career in 1991 at the automobile association ÖAMTC, where he held several positions, most recently serving as departmental head Emergency and Information Services.

The Company has a separately-designated standing audit committee consisting of Jens Due Olsen (Chairman), Ole Steen Andersen and Peter Feiner.

Adoption of Agenda Items

The adoption of Agenda Items 1-5 and 7-8, will be determined by a simple majority of the votes cast pursuant to section 105 of the Danish Companies Act.

The adoption of Agenda Item 6 will be determined by the following votes:

• Paragraphs 1-4, 11 and 13, must adopted by at least two-thirds of the votes cast as well as the voting share capital represented at the general meeting pursuant to section 106(1) of the Danish Companies Act.
• Paragraph 8, must be adopted by a simple majority of the votes cast pursuant to section 100(7) of the Danish Companies Act.
• Paragraphs 5, 6, 7, 9, 10, 12 and 14, must be considered adopted by the vote of one shareholder only pursuant to section 55(3) of the Danish Executive Order No 172 on the partial entry into force of the Act on public limited companies and private limited companies (the Companies Act) (bekendtgørelse nr 172 om delvis ikrafttræden af lov om aktieselskaber og anpartsselskaber (selskabsloven)).

The Board of Directors recommends that shareholders vote for the adoption of all Agenda Items to be voted on.

U.S. American Depositary Shares (ADS) Record Date

The Board of Directors has set May 5, 2010 as the record date (the "ADR Record Date”) for determining the holders of Invitel’s American Depositary Shares ("ADSs”).

Rights of Attendance

Each ordinary shareholder of Invitel is entitled to attend the Meeting, provided that they have requested an admission card from Invitel not later than three days prior to the Meeting. Admission cards can be obtained by calling Invitel at 361-801-1919 in Hungary. In order to prove their rights as an ordinary shareholder of Invitel, ordinary shareholders must (i) be registered in the register of shareholders maintained, (ii) present relevant documentation from his or her beneficial account with the institution holding the ordinary shares on behalf of the shareholder or (iii) present other satisfactory documentation which must have been issued not more than 14 days prior to the request for an admission card. In order to receive an admission card, an ordinary shareholder must also submit a written statement confirming that their ordinary shares have not been, and will not be, transferred prior to the Meeting. Requested admission cards will be sent to the appropriate address and will show the number of votes the ordinary shareholder is entitled to according to Invitel’s Articles of Association.

Each ordinary shareholder may attend the Meeting with an advisor or be represented by a proxy holder, and such proxy holder may exercise the voting rights on behalf of the ordinary shareholder. The instrument of proxy shall be in writing and duly dated and shall be issued for no more than one year.

Holders of Invitel’s ADSs can request a non-voting guest admission card from Invitel not later than three days prior to the Meeting. Admission cards can be obtained by calling Invitel at 361-801-1919 in Hungary. In order to document their rights as a holder of ADSs, ADS holders must (i) be registered in the register of ADS holders maintained, (ii) present relevant documentation from his or her beneficial account with the institution holding the ADSs on behalf of the ADS holder, or (iii) present other satisfactory documentation which must have been issued not more than 14 days prior to the request for an admission card. In order to receive an admission card, an ADS holder must also submit a written statement to the effect that their ADSs have not been, and will not be, transferred prior to the Meeting.

Holders of record of ADSs as of the close of business on the ADR Record Date will be entitled, subject to applicable law and the provisions of the Company’s Articles of Association and the provisions of the ordinary shares represented by the ADSs, to instruct Deutsche Bank Trust Company Americas (the "Depositary”) as to the exercise of voting rights, if any, pertaining to the ordinary shares represented by their respective ADSs, in the manner specified by the Depositary.

Miscellaneous

The Meeting will be conducted in English and the resolutions of the Meeting will be recorded in the minutes in English and Danish in accordance with Danish Company Law requirements.

Each ordinary share carries 10 votes. As at May 5, 2010, there were 16,725,733 ordinary shares outstanding. Each ADS represents one ordinary share of Invitel.

There will be a question and answer session with the Company’s representatives following the conclusion of the Meeting.