Edgar Filing: EUROWEB INTERNATIONAL CORP

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION
INFORMATION REQUIRED IN THE PROXY STATEMENT

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

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Rule 14a-6(e)(2))
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[_] Soliciting Material Pursuant to Section 240.14a-12

EUROWEB INTERNATIONAL CORP.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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EUROWEB INTERNATIONAL CORP.
EuroWeb Internet Szolgaltato Rt.
445 Park Avenue, New York NY 10022 Bocskai ut. 134-146
Tel: (212) 758-9870; Fax: (212) 758-9896 H-1113 Budapest o Hungary
Tel: (+36 1) 382 3711
Fax: (+36 1) 382 3636
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TO THE STOCKHOLDERS OF EUROWEB INTERNATIONAL CORP.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Meeting")
of EuroWeb International Corp., a Delaware corporation (the "Company" or
"EWEB"), will be held at 11:00 A.M. (New York time), on May 28, 2002 at the New
York Helmsley Hotel, 212 East 42nd Street, 3rd Floor, New York, New York 10017,
for the following purposes:

1. To elect seven (7) directors of the Company to serve until the 2003
Annual Meeting of Stockholders or until their successors have been duly
elected and qualified;

2. To consider and vote upon a proposal to amend and restate
the Company's Certificate of Incorporation to decrease the number of
authorized shares of Euroweb International Corp.'s Common Stock from
60,000,000 to 12,500,000 (the text of the Restated Certificate of
Incorporation of Euroweb International Corp., as amended by the
proposed amendment, is attached hereto as Appendix A to the
accompanying Proxy Statement).

3. To ratify the selection of KPMG Hungaria Kft. as our independent auditors
for the fiscal year ending December 31, 2002; and

4. To transact such other business as may properly come before
the Meeting and any adjournment or postponement thereof. The Board of
Directors is not aware of any other business to come before the
Meeting.

Only stockholders who own shares of our common stock at the close of business on
April 10, 2002 are entitled to notice of and to vote at the annual meeting. You
may vote your shares by:
- marking, signing and dating the enclosed proxy card as promptly as
possible and returning it in the enclosed postage-paid envelope;
- dialing the toll free number on the enclosed proxy card and
casting your vote in accordance with the instructions given to you
on the telephone; or
- casting your vote via the Internet at the website shown on the
enclosed proxy card.

You may also vote in person at the annual meeting, even if you use one of the
three options listed above.

We have enclosed with this Notice of Annual Meeting, a proxy statement, a form
of proxy and a copy of our annual report, as amended, to stockholders. Our
annual report is not a part of this proxy statement.

By Order of the Board of Directors,

/s/Frank R. Cohen
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Frank R. Cohen
Chairman of the Board
New York, New York
April 17, 2002

April 17, 2002
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PROXY STATEMENT FOR 2002 ANNUAL MEETING OF STOCKHOLDERS

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Your vote is very important. For this reason, our board of directors is
soliciting proxies to be used at our May 28, 2002 annual meeting of
stockholders. Please read and carefully consider the information presented in
this proxy statement and complete, date and sign and return the enclosed proxy
in the enclosed postage-paid envelope.

This proxy statement, the form of proxy and our annual report will be
mailed to all stockholders on or about April 17, 2002. Our annual report is not
a part of this proxy statement.

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INFORMATION ABOUT THE ANNUAL MEETING
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WHEN IS THE ANNUAL MEETING?

May 28, 2002, 11:00 a.m. Eastern Daylight Time.

WHERE WILL THE ANNUAL MEETING BE HELD?

The meeting will be held at the New York Helmsley Hotel, 212 East 42nd
Street, 3rd Floor, New York, New York 10017.

WHAT ITEMS WILL BE VOTED UPON AT THE ANNUAL MEETING?

You will be voting on the following matters:

1. ELECTION OF DIRECTORS. To elect seven directors to serve until the 2003
Annual Meeting of stockholders or until their successors are duly elected and
qualified;

2. AMENDMENT AND RESTATEMENT OF THE CERTIFICATE OF INCORPORATION.

3. RATIFICATION OF AUDITORS. To ratify the selection of KPMG Hungaria Kft.
("KPMG") as independent auditors of the Company for the fiscal year ending
December 31, 2002; and

4. OTHER BUSINESS. To transact such other business as may properly come
before the annual meeting or any adjournment of the annual meeting.

WHO CAN VOTE?

Only holders of record of our common stock at the close of business on
April 10, 2002 will be entitled to notice of and to vote at the annual meeting
and any adjournments of the annual meeting. You are entitled to one vote for
each share of common stock held on that date. On April 10, 2002, there were
4,665,332 shares of our common stock outstanding and entitled to vote, which
does not include 175,490 treasury shares which are owned by the Company and are
not entitled to vote at the Stockholders Meeting.

KPN Telecom B.V., a Netherlands limited liability company ("KPN") is the
beneficial owner of 2,461,014 common stock shares, approximately 52% of the
outstanding voting power of the Company's shares. Accordingly, KPN has the power
to elect the Board's seven nominees for director or to elect its own slate of
directors, to approve or disapprove the proposal to amend and restate the
Certificate of Incorporation, and to approve or disapprove the appointment of
KPMG as auditors.

YOUR BOARD OF DIRECTORS (WITH THE TWO KPN NOMINEES ABSTAINING) HAS APPROVED
EACH OF THE PROPOSALS SET FORTH HEREIN. ACCORDINGLY, THE BOARD RECOMMENDS A VOTE
FOR THE ELECTION OF THE DIRECTORS NAMED HEREIN, THE AMENDMENT AND RESTATEMENT OF
THE CERTIFICATE OF INCORPORATION AND THE RATIFICATION OF THE APPOINTMENT OF KPMG
AS AUDITORS.

HOW DO I VOTE BY PROXY?

You may vote your shares by:

- VOTING BY MAIL. You may vote by mail by marking, signing and dating the
enclosed proxy card as promptly as possible and returning it in the enclosed
postage-paid envelope. Proxies should not be sent by the stockholder to EWEB,
but to Automatic Data Processing, Inc. - Investor Communication Services, at 51
Mercedes Way, Edgewood, New York 11717. A pre-addressed, postage-paid envelope
is provided for this purpose.

- VOTING BY TELEPHONE. You may vote by telephone by dialing the toll free
number on the enclosed proxy card and casting your vote in accordance with the
instructions given to you on the telephone. Telephone voting is available 24
hours a day. If you vote by telephone you should not return your proxy card.

- VOTING VIA THE INTERNET. You may vote via the Internet by visiting the
website shown on the enclosed proxy card. Internet voting is also available 24
hours a day. If you vote via the Internet you should not return your proxy card.

If you return your signed proxy card or vote by phone or the Internet
before the annual meeting, we will vote your shares as you direct. For the
election of directors, you may vote for (1) all of the nominees, (2) none of the
nominees or (3) all of the nominees except those you designate. For each other
item of business, you may vote FOR" or "AGAINST" or you may "ABSTAIN" from
voting.

If you return your signed proxy card but do not specify how you want to
vote your shares, we will vote them:

- "FOR" the election of all of our nominees for directors;

- "FOR" the amendment and restatement of the Certificate of Incorporation.

- "FOR" the ratification of KPMG Hungaria Kft. as our independent auditors.

If any matters other than those set forth above are properly brought before
the annual meeting, the individuals named in your proxy card may vote your
shares in accordance with their best judgment.

HOW DO I CHANGE OR REVOKE MY PROXY?

You can change or revoke your proxy at any time before it is voted at the
annual meeting by:

1. Submitting another proxy by mail, telephone or internet with a more
recent date than that of the proxy first given;

2. Sending written notice of revocation to our secretary; or

3. Attending the annual meeting and voting in person. If your shares are
held in the name of a bank, broker or other holder of record, you must obtain a
proxy, executed in your favor, from the holder of record to be able to vote at
the meeting.

WHAT CONSTITUTES A "QUORUM" FOR THE ANNUAL MEETING?

One-third of the outstanding shares of EWEB common stock entitled to vote
at the annual meeting, present or represented by proxy, constitutes a quorum. A
quorum is necessary to conduct business at the annual meeting. You will be
considered part of the quorum if you have voted by proxy. Abstentions, broker
non-votes and votes withheld from director nominees count as "shares present" at
the annual meeting for purposes of determining a quorum. However, abstentions
and broker non-votes do not count in the voting results. A broker non-vote
occurs when a broker or other nominee who holds shares for another does not vote
on a particular item because the broker or nominee does not have discretionary
authority for that item and has not received instructions from the owner of the
shares.

HOW MANY VOTES ARE REQUIRED?

o Directors nominees are elected by a plurality of the votes
cast in person or by proxy, provided that a quorum is present at the annual
meeting.

o The ratification of the director's selection of KPMG Hungaria Kft. as the
Company's independent auditors will require an affirmative vote of the majority
of the votes cast in person or by proxy, provided that a quorum is present at
the annual meeting.

o The proposal to amend and restate the Company's Certificate of
Incorporation to decrease the number of authorized shares will require the
affirmative vote of at least a majority of the Company's outstanding shares of
Common Stock. Thus, any abstentions, "broker non-votes" (shares held by brokers
or nominees as to which they have no discretionary authority to vote on a
particular matter and have received no instructions from the beneficial owners
or persons entitled to vote thereon), or other limited proxies will have the
effect of a vote against amending the Company's Certificate of Incorporation.

WHO PAYS FOR THE SOLICITATION OF PROXIES?

We will pay the cost of preparing, printing and mailing material in
connection with this solicitation of proxies. We will, upon request, reimburse
brokerage firms, banks and others for their reasonable out-of-pocket expenses in
forwarding proxy material to beneficial owners of stock or otherwise in
connection with this solicitation of proxies.

WHEN ARE STOCKHOLDER PROPOSALS FOR THE 2003 ANNUAL MEETING DUE?

Any stockholder proposals for the 2003 annual meeting must be received by
us, directed to the attention of the Company's secretary, Frank R. Cohen, 445
Park Avenue 15th Floor, New York NY 10022, no later than December 17, 2002. The
use of certified mail, return receipt requested, is advised. To be eligible for
inclusion, a proposal must comply with our bylaws, Rule 14a-8 and all other
applicable provisions of Regulation 14A under the Securities Exchange Act of
1934.

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PROPOSAL 1: ELECTION OF DIRECTORS
(ITEM 2 ON THE PROXY CARD)
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At the Meeting, seven (7) directors are to be elected. Pursuant to the
Company's By-laws, all directors are elected to serve for the ensuing year and
until their respective successors are elected and qualified. The stockholders
will be asked to elect the seven (7) incumbent directors. Unless otherwise
directed, the persons named in the enclosed Proxy intend to cast all votes
pursuant to proxies received for the election of Messrs. Frank R. Cohen, Robert
Genova, Csaba Toro, Marten Pieters, Rob van Vliet, Gerald Yellin and Robert
Volkman (collectively, the "Nominees"). If any of the Nominees becomes
unavailable for any reason, which event is not anticipated, the shares
represented by the enclosed proxy will be voted for such other person designated
by the Board.

Vote required: Directors must be elected by a plurality of all votes cast
at the meeting. Votes withheld for any director will not be counted. Voting by
the Proxies: The Proxies will vote your shares in accordance with your
instructions. If you have not given specific instructions to the contrary, your
shares will be voted to approve the election of the nominees named in the Proxy
Statement. Although the Company knows of no reason why the nominees would not be
able to serve, if a nominee were not available for election, the Proxies would
vote your Common Stock to approve the election of any substitute nominee
proposed by the Board of Directors. The Board may also choose to reduce the
number of directors to be elected as permitted by our Bylaws. General
Information about the Nominees and Other Directors: The following information
regarding the Nominees, their occupations, employment history and directorships
in certain companies is as reported by the respective Nominees.

Frank R. Cohen, age 81, is Chief Financial Officer, and has been a Director
and Secretary of the Company since its inception in 1992, and has been Chairman
of the Board since February 6, 1997. Mr. Cohen has been an attorney at law in
the City of New York since 1946.

Robert Genova, age 60, has been a Director, President and Treasurer of the
Company from September 1998 to October 1999. Since October 1999 Mr. Genova has
held the position of Chief Executive Officer and President of the Company. Prior
to holding such positions with the Company, Mr. Genova had been a management and
financial consultant to the Company since 1992 and to other companies since
1990.

Csaba Toro, age 36, has been Vice President of the Company since September
1998, and has also been the Company's International Managing Director (COO) of
all European Operations since October 1999. In February 2001, he also became COO
of Pantel and was promoted to CEO in February 2002. From 1997 to 1999, Mr. Toro
was managing director of the Company's Hungarian subsidiary. Prior thereto,
since 1994, he was managing director of ENET Kft., which company was acquired by
the Company in 1997.

Marten Pieters, age 49, has been a Director of the Company since February
2000. Mr. Pieters is also a member of KPN's Board of Management and, in such
capacity, is responsible for KPN's international activities in Europe and the
United States. He has also been on the Supervisory Board of KPNQwest, a
facilities-based, pan-European provider of datacentric IP protocol-based
services, since 1999. Mr. Pieters currently holds seats on the supervisory
boards of various operators including Cesky Telecom and Xantic.

Rob van Vliet, age 47, has been a Director of the Company since May 2000.
Mr. van Vliet is since 1998 responsible within KPN for the international IP/data
activities as developed in KPNQwest and Euroweb. Mr. van Vliet currently holds a
seat on the board of PanTel. Since March 1, 2002 he became CEO of Vision
Networks Holdings with cable TV operations in Poland and the Czech Republic.
During the period from November 1998 until January 2000 he was also a member of
the Supervisory Board of Planet Internet, a consumer ISP in Belgium. From 1993
until 1998 Mr. van Vliet was active as Project Director for KPN's international
acquisitions in Central and Eastern Europe.

Gerald Yellin, age 67, has been a Vice-President of the investment banking
firm of Bear Stearns & Company, Inc. since 1975.

Robert Volkman, age 51, is a Certified Public Accountant licensed by the
State of New York and has been practicing in the New York area since 1974. Mr.
Volkman is currently the managing partner of Volkman & Company, CPA's.

Directors are elected annually and hold office until the next annual
meeting of the stockholders of the Company and until their successors are
elected and qualified. Officers are elected annually and serve at the discretion
of the Board of Directors.

ROLE OF THE BOARD

Pursuant to Delaware law, our business, property and affairs are managed
under the direction of our board of directors. The board has responsibility for
establishing broad corporate policies and for the overall performance and
direction of EWEB, but is not involved in day-to-day operations. Members of the
board keep informed of our business by participating in board and committee
meetings, by reviewing analyses and reports sent to them regularly, and through
discussions with our executive officers.

2001 BOARD MEETINGS

In 2001, the board met 5 (five) times. No director attended less than 75%
of all of the combined total meetings of the board and the committees on which
they served in 2001.

BOARD COMMITTEES

The Company's board of directors has two standing committees, an Audit
Committee and a Compensation Committee. The Company does not have a nominating
or similar committee. Please refer to Annexes 1 and 2 to this Proxy Statement
for additional information regarding the role, membership and activities of the
Company's Audit Committee and Compensation Committee during the year ended
December 31, 2001.

ELECTION OF DIRECTORS REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS OF A
PLURALITY OF THE SHARES OF COMMON STOCK REPRESENTED AT THE ANNUAL MEETING.
SHARES OF COMMON STOCK REPRESENTED BY PROXY CARDS RETURNED TO US WILL BE VOTED
FOR THE NOMINEES LISTED ABOVE UNLESS YOU SPECIFY OTHERWISE. THE BOARD OF
DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE ELECTION OF DIRECTORS.

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PROPOSAL 2: TO CONSIDER AND VOTE UPON A PROPOSAL
TO AMEND AND RESTATE THE COMPANY'S
CERTIFICATE OF INCORPORATION
(ITEM 2 ON THE PROXY CARD)

To decrease the number of authorized shares of Euroweb International
Corp.'s Common Stock from 60,000,000 to 12,500,000
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On March 18, 2002, the Board of Directors unanimously adopted a resolution
approving, and recommending to the Company's Stockholders for their approval, a
Restated and Amended Certificate of Incorporation that would decrease the number
of authorized shares of Common Stock from 60,000,000 to 12,500,000 shares. The
text of the Restated and amended Certificate of Incorporation, as amended by
this proposed amendment is attached hereto as Appendix A hereto and the
description thereof set forth below is qualified in its entirety by reference to
such text. The proposed amended and restated Certificate of Incorporation would
replace the existing Certificate of Incorporation in its entirety.

The purpose of the proposed resolution of the Board of Directors is to
reduce its Delaware Annual Franchise Tax, which is in part based upon the number
of authorized shares, and which amounted to $72,183 in 2001. By reducing the
Company's number of authorized shares, the Company will reduce its Delaware
Franchise Tax to under $15,000 in the future.

As of April 10, 2002, the Company had a total of 4,840,822 shares of Common
Stock issued and outstanding. The Company has also reserved an aggregate of
317,500 shares to cover outstanding Management Options, Stock Option Plan and
outstanding Warrants.

Since the Company does not contemplate to make new acquisitions involving
any issuance of additional shares of Common Stock in the foreseeable future, the
Board of Directors believes that the 12,500,000 authorized shares would be more
than adequate for any future needs of the Company, and that the reduction is in
the best interests of the Company and its Stockholders.

In the case the Company would need to increase its number of authorized
shares in the future, the Company can amend the Restated Certificate of
Incorporation, by proposing an increase to the shareholders and the Company will
state the reasons for doing so. The shareholders will then have the opportunity
to consider and to vote on the proposal for an increase in the number of
authorized shares.

The Board of Directors recommends that stockholders vote "FOR" approval of
the proposal to amend AND RESTATE the Company's Certificate of Incorporation to
DEcrease the number of authorized shares of the Company's Common STOCK from
60,000,000 to 12,500,000.

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PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
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Upon the recommendation of the Audit Committee, the Board of Directors has
appointed the firm of KPMG Hungaria KFT. as independent auditors of the Company
for the year ending December 31, 2002, subject to ratification of the
appointment by the Company's stockholders. A representative of KPMG Hungaria
Kft. is expected to attend the annual meeting to respond to appropriate
questions and will have an opportunity to make a statement if he or she so
desires.

Additional information regarding the independence of KPMG Hungaria Kft. and
the amount of audit and other fees paid by the Company to KPMG Hungaria Kft. are
disclosed in Annex 1.
7

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF KPMG HUNGARIA KFT. AS AUDITORS OF THE COMPANY
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2002.

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BENEFICIAL OWNERSHIP OF EWEB COMMON STOCK OF PRINCIPAL
STOCKHOLDERS, DIRECTORS AND MANAGEMENT
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SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Shares
Name and Address Beneficially Owned (1) Percent Owned (1)
------------------------------- --------------------- -------------------
KPN Telecom B.V. 2 ,461,014 52%
Maanplein 5
The Hague, The Netherlands

Frank R. Cohen 105,000 (2) 2.23%
445 Park Avenue
New York, NY 10022

Robert Genova 121,600 (3) 2.58%
CSM 65, West Main Street
Chester, NJ 07930

Csaba Toro 97,000(4) 2.05%
1122 Budapest
Varosmajor utca 13
Hungary

Marten Pieters 0 0
KPN Telecom B.V.
Maanplein 5
The Hague, The Netherlands
0 0
Rob van Vliet KPN Telecom B.V.
Maanplein 5
The Hague, The Netherlands

Gerald Yellin 0 0
500 E. 83rd Street
New York, NY 10028

Robert Volkman 0 0
60 E. 42nd Street
New York, NY 10165

All Officers and Directors as a 323,600 6.84%
Group (7 Persons)

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(1) Unless otherwise indicated, each person has sole investment
and voting power with respect to the shares indicated. For purposes
of this table, a person or group of persons is deemed to have
"beneficial ownership" of any shares which such person has the right
to acquire within 60 days after April 10, 2002. For purposes of
computing the percentage of outstanding shares held by each person or
group of persons named above on April 10, 2002 any security which
such person or group of persons has the right to acquire within 60
days after such date is deemed to be outstanding for the purpose of
computing the percentage ownership for such person or persons, but is
not deemed to be outstanding for the purpose of computing the
percentage ownership of any other person.
(2)Mr. Cohen owns, directly or indirectly, 2.23% of the issued and outstanding
shares of the Company. Mr. Cohen owns 2,000 shares directly and has options
to purchase 103,000 shares.
(3)Mr. Genova owns, directly or indirectly, 2.58% of the issued and outstanding
shares of the Company. Mr. Genova owns 27,600 shares directly and has options
to purchase 94,000 shares.
(4)Mr. Toro owns, directly or indirectly, 2.05% of the issued and outstanding
shares of the Company represented by options to purchase 97,000 shares.
8

SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more then 10 percent of
the Company's Common Stock, to file with the SEC the initial reports of
ownership and reports of changes in ownership of common stock. Officers,
directors and greater than 10 percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.

Specific due dates for such reports have been established by the Commission
and the Company is required to disclose in this Proxy Statement any failure to
file reports by such dates during fiscal 2001. Based solely on its review of the
copies of such reports received by it, or written representations from certain
reporting persons that no Forms 5 were required for such persons, the Company
believes that during the fiscal year ended December 31, 2001, there was no
failure to comply with Section 16(a) filing requirements applicable to its
officers, directors and ten percent stockholders.

POLICY WITH RESPECT TO SECTION 162(m)

Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), provides that, unless an appropriate exemption applies, a tax deduction
for the Company for compensation of certain executive officers named in the
Summary Compensation Table will not be allowed to the extent such compensation
in any taxable year exceeds $1 million. As no executive officer of the Company
received compensation during 2001 approaching $1 million, and the Company does
not believe that any executive officer's compensation is likely to exceed $1
million in 2002, the Company has not developed an executive compensation policy
with respect to qualifying compensation paid to its executive officers for
deductibility under Section 162(m) of the Code.

EXECUTIVE COMPENSATION

The following table sets forth information concerning the annual and long
term compensation of the Company's Chief Executive Officer and Chief Financial
Officer, the latter being the only executive officers of the Company whose
annual salary and bonus exceeds $100,000, during the Company's 1999, 2000 and
2001 fiscal years:

ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------ ----------------------------------------------------------

Restricted Number of
Bonus and Stock Award(s) Securities
Year Ended Other Annual Underlying
Name and Principal Position December 31, Salary ($) Salary ($) ($) Options/SARs (#) All Other Compensation ($)

Frank R. Cohen 2001 200,000 -- -- 103,000 --
Chairman of the Board
2000 200,000 -- -- 103,000 --
Secretary
1999 200,000 -- -- 103,000 --
Treasurer (C.F.O.)

Robert Genova 2001 350,000 -- -- 94,000 --
President 2000 350,000 -- -- 94,000 --
Chief Executive Officer 1999 350,000 -- -- 94,000 --

The following tables set forth the information concerning individual grants of
stock options and appreciation rights during the last fiscal year to each of the
Company's executive officers named above.

OPTIONS/SAR GRANTS IN LAST FISCAL YEAR

There were no grants of Stock Options/SAR made to the named Executives
during the fiscal year ended December 31, 2001.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION/SAR
VALUES

Name Number of Shares Value Number of Securities Underlying Value of Unexercised In-the-Money
Acquired on Realized ($) Unexercised Options at Fiscal Year Options at Fiscal Year End *
Exercise (#) End (#)

Exercisable/Unexercisable Exercisable/Unexercisable
Robert Genova - 0 - - 0 - 94,000/0 $0.00
Frank R. Cohen - 0 - - 0 - 103,000/0 $0.00

* Fair market value of underlying securities (calculated by subtracting
the exercise price of the options from the closing price of the Company's Common
Stock quoted on the Nasdaq as of December 31, 2001), which was $1.81 per share.

EMPLOYMENT AND MANAGEMENT AGREEMENTS

The Company entered into six-year agreements with its Chairman of the
Board, Frank R. Cohen ("Cohen"), its President, Robert Genova ("Genova") and its
Vice President, Csaba Toro ("Toro") on October 18, 1999, commencing January 1,
2000. The agreements provide for annual compensations of $200,000, $350,000 and
$96,000 for the Chairman of the Board, President and Vice President of the
Company, respectively, and terminate on December 31, 2005.

The agreements further provide that, if employment is terminated other than
for willful breach by the employee, or for cause or in event of a change in
management of the Company, then the employee has the right to terminate the
agreement. In the event of any such termination, the employee will be entitled
to receive the payment due on the balance of his employment agreement.

The Company has no pension or profit sharing plan or other contingent forms
of remuneration with any officer, director, employee or consultant.

There were no changes in the Employment and Management Agreements in the
last fiscal year.

DIRECTOR COMPENSATION

Directors who are also officers of the Company are not separately
compensated for their services as a director.

Directors who are not officers receive cash compensation for their
services: $2,000 at the time of agreeing to become a Director; $2,000 for each
Board Meeting attended either in person or by telephone; and $1,000 for each
Audit Committee Meeting attended either in person or by telephone. Non-employee
directors are reimbursed for their expenses incurred in connection with
attending meetings of the Board or any committee on which they serve and are
eligible to receive awards under the Company's 1993 Stock Option Plan (described
below). No stock option awards were made to non-employee directors as of April
17, 2002.

STOCK OPTION PLAN

The Company's 1993 Stock Option Plan (the "Plan") permits the grant of
options to employees of the Company, including officers and directors, who are
serving in such capacities. An aggregate of 134,000 shares of Common Stock are
authorized for issuance under the Plan. At December 31, 2001, 44,500 options
were available under the Plan. The Plan provides that qualified and
non-qualified options may be granted to officers, directors, employees and
consultants to the Company for the purpose of providing an incentive to those
persons to work for the Company. No options were granted to any officers,
directors or employees of the Company during the year ended December 31, 2001.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In January 1999, the Company loaned Mr. Toro $150,000 for the purpose of
purchasing an apartment condominium in Budapest. The loan bears interest at the
rate of 11 1/2% per annum and is secured both by Mr. Toro's employment contract
and by a lien on the property. Mr. Toro repaid the loan in full in 2001.

Management believes that the transaction with Mr. Toro was made on terms no
less favorable to the Company than those available from unaffiliated parties. It
is intended that any future transactions with officers, directors and affiliates
of the Company will be made on terms no less favorable to the Company than those
available from unaffiliated parties.

ANNUAL REPORT ON FORM 10-KSB

The Company will provide upon request and without charge to each
stockholder receiving this Proxy Statement a copy of the Company's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 2001, including the
financial statements and financial statement schedule information included
therein, as filed with the SEC.

OTHER BUSINESS

The Board of Directors is not aware of any matter other than the matters
described above to be presented for action at the Meeting. However, if any other
proper items of business should come before the Meeting, it is the intention of
the person or persons acting under the enclosed form of proxy to vote in
accordance with their best judgment on such matters.

By Order of the Board of Directors

/s/Frank R. Cohen
--------------------
Frank R. Cohen
Chairman of the Board

Dated: April 17, 2002
New York, New York

ANNEX 1

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Membership and role of the Audit Committee

The Audit Committee of the board of directors reviews the internal
accounting procedures of the company and consults with and reviews the services
provided by our independent accountants. During 2001, the audit committee
consisted of Messrs. Frank R. Cohen, Gerald Yellin and Jerome Volkman. The Audit
Committee held one meeting in 2001. Mr. Jerome Volkman died on February 13, 2002
and will be replaced by at the annual meeting on May 28, 2002 by a director who
is will qualify as "independent" for purposes of the National Association of
Securities Dealers' listing standards.

As at December 31, 2001 a majority of the members of the Audit Committee
(Messr.s. Yellin and Volkman) were "independent" for purposes of the National
Association of Securities Dealers' listing standards. The Audit Committee
operates under a written charter adopted by the Board of Directors which is
included in the Company's Proxy Statement dated April 18, 2001.

The Audit Committee reviews the Company's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for
the financial statements and the reporting process, including the system of
internal controls. The independent auditors are responsible for performing an
independent audit of the Company's consolidated financial statements in
accordance with generally accepted accounting principles and to issue a report
thereon. The Committee monitors these processes.

Review of the Company's audited financial statements for the fiscal year
ended December 31, 2001

In this context, the Committee met and held discussions with management and
the independent auditors. Management represented to the Committee that the
Company's consolidated financial statements were prepared in accordance with
accounting principles generally accepted in the United States, and the Committee
reviewed and discussed the consolidated financial statements with management and
the independent auditors. The Committee also discussed with the independent
auditors the matters required to be discussed by Statement on Auditing Standards
No. 61 (Codification of Statements on Auditing Standards, AU 380), as amended.

In addition, the Committee discussed with the independent auditors the
auditors' independence from the Company and its management, and the independent
auditors provided to the Committee the written disclosures and letter required
by the Independence Standards Board Standard No. 1 (Independence Discussions
With Audit Committees).

The Committee discussed with the Company's internal and independent
auditors the overall scope and plans for their respective audits. The Committee
met with the internal and independent auditors, with and without management
present, to discuss the results of their examinations, the evaluation of the
Company's internal controls, and the overall quality of the Company's financial
reporting.

Based on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors, and the Board has approved, that the
audited financial statements be included in the Company's Annual Report on Form
10-KSB for the year ended December 31, 2001, for filing with the Securities and
Exchange Commission.
13

Audit Fees

For the fiscal year ended December 31, 2001, the aggregate fees billed by
KPMG Hungaria for the audit of the Company's financial statements for such
fiscal year and for the reviews of the Company's interim financial statements
was $130,000.

Financial Information Systems Design and Implementation Fees

For the fiscal year ended December 31, 2001 KPMG Hungaria rendered no
information technology services to the Company relating to financial systems
design and implementation, and no fees were billed by KPMG Hungaria to the
Company for any such services.

All other fees

The Company paid KPMG Hungaria, its principal accountant, $17,900 for all
other services for fiscal 2001, of which $3,300 were related primarily to
non-audit and quarterly review services for the year for taxation and other
assurance-related issues, and $14,600 were related to legal advice from KPMG
affiliated firms provided to Euroweb Slovakia, a subsidiary of the Company.

Auditor Independence

The Audit Committee has considered whether, and has determined that, the
provision of services described under "All Other Fees" was compatible with
maintaining the independence of KPMG Hungaria as the Company's principal
accountants.

MEMBERS OF THE AUDIT COMMITTEE

/s/ Gerald Yellin /s/ Frank R. Cohen
----------------- ------------------
Gerald Yellin Frank R. Cohen

ANNEX 2

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION

The Compensation Committee of the board of directors i) reviews and
recommends to the board the compensation and benefits of our executive officers;
ii) administers our stock option plans and employee stock purchase plan; and
iii) establishes and reviews general policies relating to compensation and
employee benefits.

In 2001, the compensation committee consisted of Messrs. Frank R. Cohen,
Marten Pieters and Rob van Vliet. No interlocking relationships exist between
the board of directors or compensation committee and the board of directors or
compensation committee of any other company. During the past fiscal year the
Compensation Committee had one (1) meeting and decided that the base salaries of
the Company's executive officers would remain the same for the year 2001. The
Compensation Committee further decided that there will be no incentive bonuses
or stock options for executive officers for the year ended December 31, 2001.

MEMBERS OF THE COMPENSATION COMMITTEE

/s/ Rob van Vliet /s/ Frank R. Cohen /s/ Marten Pieters
----------------- ------------------ ------------------
Rob van Vliet, Chairman Frank R. Cohen Marten Pieters

APPENDIX A

RESTATED

CERTIFICATE OF INCORPORATION

EUROWEB INTERNATIONAL CORP.

Under Section 245 of the General Corporation Law

The undersigned, Chairman of the Board of Directors of the
corporation, does hereby certify as follows:

FIRST: The name of the corporation is:

EUROWEB INTERNATIONAL CORP.

SECOND: The date it filed its Certificate of Incorporation with the
Secretary of State is October 27, 1992.

The name under which the corporation was originally incorporated is:
HUNGARIAN INFRASTRUCTURE DEVELOPMENT CORP.

THIRD: The Certificate of Incorporation is hereby amended and restated.

FOURTH: The text of the Certificate of Incorporation, as amended
heretofore, is hereby restated and further amended to read as herein set forth
in full:
"Certificate of Incorporation

EUROWEB INTERNATIONAL CORP.

FIRST: The name of the corporation is:

EUROWEB INTERNATIONAL CORP.

SECOND: The address of the initial registered and principal office of this
corporation in this state is c/o United Corporate Services, Inc., 15 East North
Street, in the City of Dover, County of Kent, State of Delaware 19901 and the
name of the registered agent at said address is United Corporate Services, Inc.

THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the corporation laws of
the State of Delaware.
16

FOURTH: The total number of shares of all classes of stock which the
corporation is authorized to issue is seventeen million five hundred thousand
(17,500,000), consisting of five million (5,000,000) shares of preferred stock,
par value one-tenth of one cent ($.001) per share (the"Preferred Stock"), and
twelve million five hundred thousand (12,500,000) shares of common stock, par
value one-tenth of one cent ($.001) per share (the"Common Stock").

Each issued and outstanding share of Common Stock shall entitle the holder
of record thereof to one vote.

The Preferred Stock may be issued in one or more series as may be
determined from time to time by the Board of Directors. All shares of any one
series of Preferred Stock will be identical except as to the date of issue and
the date from which dividends on shares of the series issued on different dates
will cumulate, if cumulative. Authority is hereby expressly granted to the Board
of Directors to authorize the issuance of one or more series of Preferred Stock,
and to fix by resolution or resolutions providing for the issue of each such
series the voting powers, the designations, preferences, and the relative,
participating, optional or mandatory rights to redemption, conversion or
exchange or other special qualifications, limitations or restrictions of such
series, and the number of shares in each series, to the full extent now or
hereafter permitted by law.

FIFTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and for further
definition, limitation and regulation of the powers of the corporation and of
its directors and stockholders:

(1) The number of directors of the corporation shall be such as from time
to time shall be fixed by, or in the manner provided in the by-laws. Election of
directors need not be by ballot unless the By-laws so provide.

(2) The Board of Directors shall have power without the assent or vote of
the stockholders:

(a) To make, alter, amend, change, add to or repeal the
By-laws of the corporation; to fix and vary the amount of capital to
be reserved for any proper purpose; to authorize and cause to be
executed mortgages and liens upon all or any part of the property of
the corporation; to determine the use and disposition of any surplus
or net profits; and to fix the times for the declaration and payment
of dividends.

(b)To determine from time to time whether, and to what
times and places, and under what conditions the accounts and books of
the corporation (other than the stock ledger) or any of them, shall
be open to the inspection of the stockholders.

(3) The directors in their discretion may submit any contract or act for
approval or ratification at any annual meeting of the stockholders, at any
meeting of the stockholders called for the purpose of considering any such act
or contract, or through a written consent in lieu of a meeting in accordance
with the requirements of the General Corporation Law of Delaware as amended from
time to time, and any contract or act that shall be so approved or be so
ratified by the vote of the holders of a majority of the stock of the
corporation which is represented in person or by proxy at such meeting, (or by
written consent whether received directly or through a proxy) and entitled to
vote thereon (provided that a lawful quorum of stockholders be there represented
in person or by proxy) shall be as valid and as binding upon the corporation and
upon all the stockholders as though it had been approved, ratified, or consented
to by every stockholder of the corporation, whether or not the contract or act
would otherwise be open to legal attack because of directors' interest, or for
any other reason.
17

(4) In addition to the powers and authorities herein before or by statute
expressly conferred upon them, the directors are hereby empowered to exercise
all such powers and do all such acts and things as may be exercised or done by
the corporation; subject, nevertheless, to the provisions of the statutes of
Delaware, of this certificate, and to any by-laws from time to time made by the
stockholders; provided, however, that no by-laws so made shall invalidate any
prior act of the directors which would have been valid if such by-law had not
been made.

SIXTH: No director shall be liable to the corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
except with respect to (1) a breach of the director's duty of loyalty to the
corporation or its stockholders, (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3)
liability under Section 174 of the Delaware General Corporation Law or (4) a
transaction from which the director derived an improper personal benefit, it
being the intention of the foregoing provision to eliminate the liability of the
corporation's directors to the corporation or its stockholders to the fullest
extent permitted by Section 102 (b)(7) of the Delaware General Corporation Law,
as amended from time to time. The corporation shall indemnify to the fullest
extent permitted by Sections 102 (b)(7) and 145 of the Delaware General
Corporation Law, as amended from time to time, each person that such Sections
grant the corporation the power to indemnify.

SEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware, may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 Title 8 of the Delaware
Code order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this corporation , as the
case may be, agree to any compromise or arrangement and to any reorganization of
this corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and /or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

EIGHTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation in the
manner now or hereafter prescribed by law, and all rights and powers conferred
herein on stockholders, directors and officers are subject to this reserved
power."

NINTH: The restated certificate was adopted by the Board of Directors and
authorized by the affirmative vote of the holders of a majority of the
outstanding shares entitled to vote thereon at a meeting of shareholders
pursuant to Section 222 and 242 of the General Corporation Law of the State of
Delaware.

IN WITNESS WHEREOF, I hereunto have signed my name this ___ day of
________, 2002.

EUROWEB INTERNATIONAL CORP.

/s/ FRANK R. COHEN
--------------
Frank R. Cohen
Chairman of the Board
18

PROXY
EUROWEB INTERNATIONAL CORP.
ANNUAL MEETING OF STOCKHOLDERS - TO BE HELD
MAY 28, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned, revoking all prior proxies, hereby appoints ROBERT GENOVA
and FRANK R. COHEN, and each of them, with full power of substitution in each,
as proxies for the undersigned, to represent the undersigned and to vote all the
shares of Common Stock of the Company which the undersigned would be entitled to
vote, as fully as the undersigned could vote and act if personally present, at
the Annual Meeting of Stockholders (the "Meeting") to be held on May 28, 2002,
at 11:00 A.M., local time, at the New York Helmsley Hotel, 212 East 42nd Street,
3rd Floor, New York, New York 10017, or at any adjournments or postponements
thereof.

Should the undersigned be present and elect to vote at the Meeting or at
any adjournments or postponements thereof, and after notification to the
Secretary of the Company at the Meeting of the stockholder's decision to
terminate this proxy, then the power of such attorneys or proxies shall be
deemed terminated and of no further force and effect. This proxy may also be
revoked by filing a written notice of revocation with the Secretary of the
Company or by duly executing a proxy bearing a later date.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES FOR DIRECTOR
AND EACH OF THE LISTED PROPOSALS.

(1)The election as directors of all nominees listed below to serve until
the 2002 Annual Meeting of Stockholders or until their successors have been duly
elected and qualified (except as marked to the contrary).

Nominees:
01) FRANK R. COHEN 02) ROBERT GENOVA 03) CSABA TORO
04) MARTEN PIETERS 05) ROB VAN VLIET 06) GERALD YELLIN 07) ROBERT VOLKMAN

FOR ALL |_| WITHHOLD ALL |_| FOR ALL EXCEPT|_|

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

-----------------------------

(2) The amendment and restatement of the Company's Certificate of
Incorporation to decrease the number of authorized shares of Euroweb
International Corp.'s Common Stock from 60,000,000 to 12,500,000.

FOR|_| AGAINST|_| ABSTAIN|_|

(3) Ratification of the appointment of KPMG HUNGARIA Kft. as auditors of
the Company for the fiscal year ending December 31, 2002.

FOR|_| AGAINST|_| ABSTAIN|_|

The shares represented by this proxy will be voted as directed by the
stockholder, but if no instructions are specified, this proxy will be voted for
the election of the Board nominees and for the listed proposals. If any other
business is presented at the Meeting, this proxy will be voted by those named in
this proxy in their best judgment. At the present time, the Board of Directors
knows of no other business to be presented at the Meeting.

The undersigned acknowledges receipt from the Company, prior to the
execution of this proxy, of the Notice of Annual Meeting and accompanying Proxy
Statement relating to the Meeting and an Annual Report to Stockholders for
fiscal year ended December 31, 2001.

NOTE: PLEASE MARK, DATE AND SIGN AS YOUR NAME(S) APPEAR(S) HEREON AND
RETURN IN THE ENCLOSED ENVELOPE. IF ACTING AS AN EXECUTORS, ADMINISTRATORS,
TRUSTEES, GUARDIANS, ETC., YOU SHOULD SO INDICATE WHEN SIGNING. IF THE SIGNER IS
CORPORATION, PLEASE SIGN THE FULL CORPORATE NAME, BY DULY AUTHORIZED OFFICER. IF
SHARES ARE HELD JOINTLY, EACH SHAREHOLDER SHOULD SIGN.

Signature (Please sign within the box) [ ________ ] DATE: _______, 2002
Signature (Joint owners) [_________ ] DATE: _______, 2002