Bond Telekom Deutschland AG 0.5% ( XS2024715794 ) in EUR

Issuer Telekom Deutschland AG
Market price 100 %  ▲ 
Country  Germany
ISIN code  XS2024715794 ( in EUR )
Interest rate 0.5% per year ( payment 1 time a year)
Maturity 05/07/2027 - Bond has expired



Prospectus brochure of the bond Deutsche Telekom AG XS2024715794 in EUR 0.5%, expired


Minimal amount /
Total amount /
Detailed description Deutsche Telekom AG is a German multinational telecommunications company providing fixed-line and mobile phone services, internet access, and IPTV in Germany and internationally.

Deutsche Telekom AG's EUR-denominated bond (ISIN: XS2024715794), a 0.5% coupon bond maturing on 05/07/2027, has reached maturity and been redeemed at 100% of its face value.








MiFID II Product Governance ­ Solely for the purposes of each manufacturer's product approval process,
the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for
the Notes is eligible counterparties, professional clients and retail clients, each as defined in Directive
2014/65/EU (as amended, "MiFID II") and (ii) all channels for distribution of the Notes are appropriate,
including investment advice, portfolio management, non-advised sales and pure execution services. Any
person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the manufacturers' target market assessment) and determining appropriate distribution channels,
subject to the distributor's suitability and appropriateness obligations under MiFID II, as applicable.

MiFID II PRODUKTÜBERWACHUNGSPFLICHTEN ­ Die Zielmarktbestimmung im Hinblick auf die
Schuldverschreibungen hat ­ ausschließlich für den Zweck des Produktgenehmigungsverfahrens jedes
Konzepteurs ­ zu dem Ergebnis geführt, dass: (i) der Zielmarkt für die Schuldverschreibungen ausschließlich
geeignete Gegenparteien, professionelle Kunden und Kleinanleger, jeweils im Sinne der Richtlinie
2014/65/EU (in der jeweils gültigen Fassung, "MiFID II") umfasst und (i ) alle Kanäle für den Vertrieb der
Schuldverschreibungen angemessen sind, einschließlich Anlageberatung, Portfolio-Management, Verkäufe
ohne Beratung und reine Ausführungsdienstleistungen. Jede Person, die in der Folge die
Schuldverschreibungen anbietet, verkauft oder empfiehlt (ein "Vertriebsunternehmen") soll die Beurteilung
des Zielmarkts der Konzepteure berücksichtigen; jedoch ist ein Vertriebsunternehmen, welches MiFID II
unterliegt, dafür verantwortlich, seine eigene Zielmarktbestimmung im Hinblick auf die
Schuldverschreibungen durchzuführen (entweder durch die Übernahme oder durch die Präzisierung der
Zielmarktbestimmung der Konzepteure) und angemessene Vertriebskanäle zu bestimmen, nach Maßgabe
der Pflichten des Vertriebsunternehmens unter MiFID II im Hinblick Geeignetheit bzw. Angemessenheit.

The Final Terms will be displayed on the website of the Luxembourg Stock Exchange (www.bourse.lu).

Die Endgültigen Bedingungen können auf der Internetseite der Luxemburger Börse (www.bourse.lu)
eingesehen werden.
Final Tems
Endgültige Bedingungen

3 July 2019
3. Juli 2019
Final Terms
Endgültige Bedingungen
DEUTSCHE TELEKOM AG
LEI: 549300V9QSIG4WX4GJ96
EUR 1,250,000,000 0.500 per cent. Notes due 5 July 2027
EUR 1.250.000.000 0,500 % Schuldverschreibungen fällig am 5. Juli 2027

Tranche 1
Tranche 1

Issue Date: 5 July 2019
Tag der Begebung: 5. Juli 2019

issued pursuant to the EUR 35,000,000,000 Debt Issuance Programme dated on 18 April 2019
begeben aufgrund des EUR 35.000.000.000 Debt Issuance Programme vom 18. April 2019

- 1 -




Important Notice
These Final Terms have been prepared for purposes of Article 5 (4) of the Directive 2003/71/EC of the
European Parliament and of the Council of 4 November 2003, as amended from time to time, and must be
read in conjunction with the Debt Issuance Programme Prospectus pertaining to the Programme dated
18 April 2019 (the "Prospectus") and the supplement dated 14 May 2019. The Prospectus and any
supplement thereto are available for viewing in electronic form on the website of the Luxembourg Stock
Exchange (www.bourse.lu). Full information is only available on the basis of the combination of the
Prospectus, any supplement and these Final Terms. A summary of the individual issue of the Notes is
annexed to these Final Terms.
Wichtiger Hinweis
Diese Endgültigen Bedingungen wurden für Zwecke des Artikels 5 Absatz 4 der Richtlinie 2003/71/EG des
Europäischen Parlaments und des Rates vom 4. November 2003, in der jeweils geänderten Fassung,
abgefasst und sind in Verbindung mit dem Debt Issuance Programme Prospekt vom 18. April 2019 über das
Programm (der "Prospekt") und dem Nachtrag dazu vom 14. Mai 2019 zu lesen. Der Prospekt sowie etwaige
Nachträge können in elektronischer Form auf der Internetseite der Luxemburger Börse (www.bourse.lu)
eingesehen werden. Um alle Angaben zu erhalten sind die Endgültigen Bedingungen, der Prospekt und
etwaige Nachträge im Zusammenhang zu lesen. Eine Zusammenfassung der einzelnen Emission der
Schuldverschreibungen ist diesen Endgültigen Bedingungen angefügt.



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Part I. TERMS AND CONDITIONS
Teil I. ANLEIHEBEDINGUNGEN

The Terms and Conditions applicable to the Notes (the "Conditions") and the English language translation
thereof, are as set out below.
Die für die Schuldverschreibungen geltenden Anleihebedingungen (die "Bedingungen") sowie die
englischsprachige Übersetzung sind wie nachfolgend aufgeführt.



TERMS AND CONDITIONS OF THE NOTES
(English Language Version)


§ 1
CURRENCY, DENOMINATION, FORM AND TITLE, CERTAIN DEFINITIONS

(1) Currency and Denomination. This Series of Notes of Deutsche Telekom AG
("Deutsche Telekom" or the "Issuer") is issued in euro ("EUR") (the "Specified
Currency") in the aggregate principal amount of (subject to § 1 (6))
EUR 1,250,000,000 (in words: euro one billion two hundred fifty million) and is divided
into 1,250,000 Notes in the denomination of EUR 1,000 (the "Specified
Denomination").

(2) Form and Title. The Notes are in bearer form and represented by a Global Note.
Title to the Notes shall pass in accordance with the rules of applicable law.

(3) Temporary Global Note - Exchange.
(a) The Notes are initially represented by a temporary global Note (the "Temporary
Global Note") without coupons. The Temporary Global Note will be
exchangeable, as provided below, for Notes in the Specified Denomination
represented by a permanent global Note (the "Permanent Global Note") without
coupons. Definitive Notes and interest coupons will not be issued.

(b) The Temporary Global Note shall be exchangeable for Notes represented by the
Permanent Global Note from a date (the "Exchange Date") 40 days after the
date of issue of the Temporary Global Note upon delivery by the relevant account
holder to the Clearing System, and by the Clearing System to the Fiscal Agent,
of certificates in the form acceptable to the Fiscal Agent for such purpose, to the
effect that the beneficial owner or owners of the Notes represented by the
Temporary Global Note is not a U.S. person (other than certain financial
institutions or certain persons holding through such financial institutions) as
required by U.S. tax law. Payment of interest on Notes represented by a
Temporary Global Note will be made only after delivery of such certifications. A
separate certification received on or after the 40th day after the date of issue of
the Notes represented by the Temporary Global Note wil be treated as a request
to exchange such Temporary Global Note pursuant to this subparagraph (b) of
this § 1(3). Any securities delivered in exchange for the Temporary Global Note
shall be delivered only outside of the United States (as defined in subparagraph
(1) of § 5). Any Permanent Global Note delivered in exchange for the Temporary
Global Note shall be delivered only outside of the United States (as defined in
subparagraph (1) of § 5).

(4) Fees Payable on Exchange of Global Notes. Any exchange of a Global Note
pursuant to this § 1 shall be made free of charge to the Holders of the Notes.

(5) Execution of Notes. Global Notes shall be executed manually on behalf of the
Issuer by two authorised representatives of the Issuer and shall be authenticated by
or on behalf of the Fiscal Agent.

(6) Clearing System. Each Global Note representing the Notes will be kept in custody
by or on behalf of the Clearing System until all obligations of the Issuer under the
Notes have been satisfied.

"Clearing System" means Clearstream Banking S.A., 42 Avenue JF Kennedy, 1855
Luxembourg, Grand Duchy of Luxembourg ("CBL"), Euroclear Bank SA/NV,
Boulevard du Roi Albert II, 1210 Brussels, Belgium ("Euroclear"), (CBL and Euroclear
each an "ICSD" and together the "ICSDs") and any successor in such capacity.
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The Notes are issued in new global note ("NGN") form and are kept in custody by a
common safekeeper on behalf of both ICSDs.
The aggregate principal amount of Notes represented by the Global Note shall be the
aggregate amount from time to time entered in the records of both ICSDs. The records
of the ICSDs (which expression means the records that each ICSD holds for its
customers which reflect the amount of such customer's interest in the Notes) shall be
conclusive evidence of the aggregate principal amount of Notes represented by the
Global Note and, for these purposes, a statement issued by an ICSD stating the
amount of Notes so represented at any time shall be conclusive evidence of the
records of the relevant ICSD at that time.
On any redemption or payment of interest being made in respect of, or purchase and
cancellation of, any of the Notes represented by the Global Note the Issuer shall
procure that details of any redemption, payment or purchase and cancellation (as the
case may be) in respect of the Global Note shall be entered pro rata in the records of
the ICSDs and, upon any such entry being made, the aggregate principal amount of
the Notes recorded in the records of the ICSDs and represented by the Global Note
shall be reduced by the aggregate principal amount of the Notes so redeemed or
purchased and cancelled.
On an exchange of a portion only of the Notes represented by a Temporary Global
Note, the Issuer shall procure that details of such exchange shall be entered pro rata
in the records of the ICSDs.

(7) Certain Definitions. For purposes of the Terms and Conditions:

"Global Note" means the Temporary Global Note or the Permanent Global Note.

"Holder" means, in respect of Notes deposited with any Clearing System or other
central securities depositary, any holder of a proportionate co-ownership or other
beneficial interest or right in the Notes so deposited, and otherwise the bearer of a
Note.

"Paying Agent" means the Fiscal Agent in its capacity as paying agent, acting through
its office specified in § 7, the Paying Agent(s) specified in § 7, or any substitute or
additional paying agent appointed under § 7.

References herein to the "Notes" are references to Notes of this Series and shall, as
the context requires, include reference to any Global Note.

References herein to the "Specified Currency" shall include any successor currency
provided for by the laws in force in the jurisdiction where the Specified Currency is
issued or pursuant to intergovernmental agreement or treaty (a "Successor
Currency") to the extent that payment in the predecessor currency is no longer a legal
means of payment by the Issuer on the Notes.


§ 2
STATUS

The Notes constitute unsecured and unsubordinated obligations of the Issuer and rank
pari passu without any preference among themselves and pari passu with all other
unsecured and unsubordinated obligations of the Issuer.


§ 3
NEGATIVE PLEDGE OF THE ISSUER

Negative Pledge. So long as any of the Notes remains outstanding, but only up to the
time all amounts of principal and interest have been placed at the disposal of the Fiscal
Agent, the Issuer undertakes not to grant or permit to subsist any encumbrance over
any or all of its present or future assets, as security for any present or future Capital
Market Indebtedness issued or guaranteed by the Issuer or by any other person,
without at the same time having the Holders share equally and rateably in such
security. "Capital Market Indebtedness" means any obligation for the payment of
borrowed money which is in the form of, or represented or evidenced by, a certificate
of indebtedness or in the form of, or represented or evidenced by, bonds, notes or
other securities which are, or are capable of being, quoted, listed, dealt in or traded
on a stock exchange or other recognised securities market. For the purposes of
avoiding any doubt in respect of asset-backed financings originated by the Issuer, the
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expression "assets" as used in this § 3 does not include assets of the Issuer that are
sold on a non-recourse basis determined in accordance with the civil law applicable
to such transaction.


§ 4
INTEREST

(1) Rate of Interest and Interest Payment Dates. The Notes bear interest on their
aggregate principal amount at the rate of 0.500 per cent. per annum from (and
including) 5 July 2019 to (but excluding) the Maturity Date (as defined in § 6(1)).
Interest shall be payable in arrears on 5 July in each year (each such date, an
"Interest Payment Date"). The first payment of interest shall be made on 5 July 2020.

(2) Accrual of Interest. The Notes shall cease to bear interest from the expiry of the
day preceding the day on which they are due for redemption. If the Issuer shall fail to
redeem the Notes when due, interest shall continue to accrue on the outstanding
aggregate principal amount of the Notes until the expiry of the day preceding the day
of actual redemption of the Notes at the default rate of interest established by law.1

(3) Calculation of Interest for Partial Periods. If interest is required to be calculated for
a period of less than a full year, such interest shall be calculated on the basis of the
Day Count Fraction (as defined below).

(4) Day Count Fraction. "Day Count Fraction" means, in respect of the calculation of
an amount of interest on any Note for any period of time (the "Calculation Period"):
the actual number of days in the Calculation Period divided by the actual number of
days in the respective interest period.


§ 5
PAYMENTS

(1) Payment of Principal. Payment of principal in respect of Notes shall be made,
subject to subparagraph (3) below, to the Clearing System or to its order for credit to
the accounts of the relevant account holders of the Clearing System outside the United
States.

For purposes of subparagraph (3) of § 1 and this § 5, "United States" means the
United States of America (including the States thereof and the District of Columbia)
and its possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands).

(2) Payment of Interest. Payment of interest on Notes shall be made, subject to
subparagraph (3), to the Clearing System or to its order for credit to the relevant
account holders of the Clearing System outside the United States.

Payment of interest on Notes represented by the Temporary Global Note shall be
made, subject to subparagraph (3), to the Clearing System or to its order for credit to
the relevant account holders of the Clearing System, outside the United States, upon
due certification as provided in § 1(3)(b).

(3) Manner of Payment. Subject to (i) applicable fiscal and other laws and regulations
and (ii) any withholding or deduction required pursuant to an agreement described in
Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the "Code") or otherwise
imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or
agreements thereunder, any official interpretations thereof, or any law implementing
an intergovernmental approach thereto, payments of amounts due in respect of the
Notes shall be made in the Specified Currency.

(4) Discharge. The Issuer shall be discharged by payment to, or to the order of, the
Clearing System.

(5) Payment Business Day. If the date for payment of any amount in respect of any
Note is not a Payment Business Day then the Holder shall not be entitled to payment
until the next such day in the relevant place and shall not be entitled to further interest
or other payment in respect of such delay.

1 The default rate of interest established by law is five percentage points above the basic rate of interest published by Deutsche
Bundesbank from time to time, §§ 288 paragraph 1, 247 BGB (German Civil Code).
- 5 -





For these purposes, "Payment Business Day" means any day which is a day (other
than a Saturday or a Sunday) on which the Clearing System as well as all relevant
parts of the Trans-European Automated Real-time Gross Settlement Express Transfer
System 2 ("TARGET") are operational to forward the relevant payment.

(6) References to Principal and Interest. Reference in these Terms and Conditions to
principal in respect of the Notes shall be deemed to include, as applicable: the Final
Redemption Amount of the Notes; and any premium and any other amounts which
may be payable under or in respect of the Notes. Reference in these Terms and
Conditions to interest in respect of the Notes shall be deemed to include, as
applicable, any Additional Amounts which may be payable under § 8.

(7) Deposit of Principal and Interest. The Issuer may deposit with the local court
(Amtsgericht) in Frankfurt am Main principal or interest not claimed by Holders within
twelve months after the Maturity Date, even though such Holders may not be in default
of acceptance. If and to the extent that the deposit is effected and the right of
withdrawal is waived, the respective claims of such Holders against the Issuer shall
cease.


§ 6
REDEMPTION

(1) Redemption at Maturity. Unless previously redeemed in whole or in part or
purchased and cancelled, the Notes shall be redeemed at their Final Redemption
Amount on 5 July 2027 (the "Maturity Date"). The "Final Redemption Amount" in
respect of each Note shall be its principal amount.

(2) Early Redemption for Reasons of Taxation. If as a result of any change in, or
amendment to, the laws or regulations of Germany or any political subdivision or
taxing authority thereof or therein affecting taxation or the obligation to pay duties of
any kind, or any change in, or amendment to, an official interpretation or application
of such laws or regulations, which amendment or change is effective on or after
5 July 2019, the Issuer will become obligated to pay Additional Amounts (as defined
in § 8 herein) and this obligation cannot be avoided by the use of measures
reasonably available to the Issuer, the Notes may be redeemed, in whole but not in
part, at the option of the Issuer, upon not more than 60 days' nor less than 30 days'
prior notice of redemption given to the Fiscal Agent and, in accordance with § 13 to
the Holders, at their Final Redemption Amount, together with interest accrued to the
date fixed for redemption.

However, no such notice of redemption may be given (i) earlier than 90 days prior to
the earliest date on which the Issuer would be obligated to pay such Additional
Amounts, or (ii) if at the time such notice is given, such obligation to pay such
Additional Amounts does not remain in effect.

Any such notice of redemption shall be given in accordance with § 13. It shall be
irrevocable, must specify the date fixed for redemption and must set forth a statement
in summary form of the facts constituting the basis for the right of the Issuer so to
redeem.


§ 7
FISCAL AGENT AND PAYING AGENT

(1) Appointment; Specified Offices. The initial Fiscal Agent and Paying Agent and their
respective initial specified offices are:

Fiscal Agent and
Citibank Europe plc
Paying Agent:
1 North Wall Quay

Dublin 1

Ireland

The Fiscal Agent and the Paying Agent reserve the right at any time to change their
respective specified offices to some other specified office in the same country.

(2) Variation or Termination of Appointment. The Issuer reserves the right at any time
to vary or terminate the appointment of the Fiscal Agent or any Paying Agent and to
appoint another Fiscal Agent or additional or other Paying Agent. The Issuer shall at
all times maintain a Fiscal Agent. Any variation, termination, appointment or change
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shall only take effect (other than in the case of insolvency, when it shall be of
immediate effect) after not less than 30 nor more than 45 days' prior notice thereof
shall have been given to the Holders in accordance with § 13.

(3) Agent of the Issuer. The Fiscal Agent and the Paying Agent act solely as the agents
of the Issuer and do not assume any obligations towards or relationship of agency or
trust for any Holder.


§ 8
TAXATION

Principal and interest shall be payable by the Issuer without deduction or withholding
for or on account of any present or future taxes, duties or governmental charges of
any nature whatsoever imposed, levied or collected by or in or on behalf of Germany
or by or on behalf of any political subdivision or authority therein having power to tax
(hereinafter together called "Withholding Taxes"), unless such deduction or
withholding is required by law. In such event, the Issuer shall pay such additional
amounts of principal and interest as may be necessary in order that the net amounts
received by the Holder after such deduction or withholding shall equal the respective
amounts of principal and interest which would have been receivable had no such
deduction or withholding been required. No such additional amounts shall, however,
be payable on account of any taxes, duties or governmental charges which

(a) are payable by any person acting as custodian bank or collecting agent on behalf
of a Holder, or otherwise in any manner which does not constitute a deduction or
withholding by the Issuer from payments of principal or interest made by it; or
(b) are payable by reason of the Holder having, or having had, some personal or
business connection with Germany and not merely by reason of the fact that
payments in respect of the Notes are, or for purposes of taxation are deemed to
be, derived from sources in, or are secured in, Germany; or
(c) are deducted or withheld pursuant to (i) any European Union directive or
regulation concerning the taxation of interest income, or (ii) any international
treaty or understanding relating to such taxation and to which Germany or the
European Union is a party, or (iii) any provision of law implementing, or complying
with, or introduced to conform with such directive, regulation, treaty or
understanding; or
(d) are payable by reason of a change in law that becomes effective more than 30
days after the relevant payment of principal or interest becomes due, or is duly
provided for, and notice thereof is published in accordance with the Terms and
Conditions whichever occurs later.


§ 9
PRESENTATION PERIOD

The presentation period provided in § 801 paragraph 1, sentence 1 BGB (German
Civil Code) is reduced to ten years for the Notes.


§ 10
ACCELERATION

(1) Right of Acceleration. Each Holder shall be entitled to declare his Notes due and
demand immediate redemption thereof at the Final Redemption Amount, together with
accrued interest (if any) to the date of repayment, in the event that any of the following
events (each, an "Acceleration Event") occurs:

(a) the Issuer fails to pay principal or interest within 30 days from the relevant due
date, or
(b) the Issuer fails duly to perform any other obligation arising from the Notes which
failure is not capable of remedy or, if such failure is capable of remedy, such
failure continues for more than 60 days after the Issuer has received notice
thereof from a Holder, or
(c) any Capital Market Indebtedness (as defined in § 3(1)) of the Issuer becomes
prematurely repayable as a result of a default in respect of the terms thereof, or
the Issuer fails to fulfil any payment obligation in excess of EUR 25,000,000 or
the equivalent thereof under any Capital Market Indebtedness or under any
- 7 -




guarantee or suretyship given for any Capital Market Indebtedness of others
within 30 days from its due date or, in the case of a guarantee or suretyship,
within 30 days after the guarantee or suretyship has been invoked, unless the
Issuer, shall contest in good faith that such payment obligation exists or is due or
that such guarantee or suretyship has been validly invoked, or if a security
granted therefor is enforced on behalf of or by the creditor(s) entitled thereto, or
(d) the Issuer announces its inability to meet its financial obligations or ceases its
payments, or
(e) a court opens insolvency proceedings against the Issuer, or the Issuer applies
for or institutes such proceedings, or
(f) the Issuer goes into liquidation unless this is done in connection with a merger,
or other form of combination with another company and such company assumes
all obligations contracted by the Issuer, as the case may be, in connection with
this issue, or
(g) any governmental order, decree or enactment shall be made in or by Germany
whereby the Issuer is prevented from observing and performing in full its
obligations as set forth in these Terms and Conditions and this situation is not
cured within 90 days.
The right to declare Notes due shall terminate if the situation giving rise to it has been
cured before the right is exercised.

(2) Quorum. In the events specified in § 10 subparagraph (1)(b) or subparagraph
(1)(c), any notice declaring Notes due shall, unless at the time such notice is received
any of the events specified in § 10 subparagraph (1)(a), (1)(d), (1)(e), (1)(f) or (1)(g)
entitling Holders to declare their Notes due has occurred, become effective only when
the Issuer has received such notices from the Holders of at least one-tenth in
aggregate principal amount of Notes then outstanding.

(3) Form of Notice. Any notice, including any notice declaring Notes due, in
accordance with subparagraph (1) shall be made by means of a declaration in text
format (Textform, e.g. by email or fax) or in written form delivered to the specified
office of the Issuer or the Fiscal Agent.


§ 11
SUBSTITUTION

(1) Substitution. The Issuer may, without the consent of the Holders, if no payment of
principal of or interest on any of the Notes is in default, at any time substitute for the
Issuer any Subsidiary (as defined below) of it as principal debtor in respect of all
obligations arising from or in connection with this issue (the "Substitute Debtor")
provided that:

(a) the Substitute Debtor assumes all obligations of the Issuer in respect of the
Notes;
(b) the Substitute Debtor has obtained all necessary authorisations and may transfer
to the Fiscal Agent in the Specified Currency and without being obligated to
deduct or withhold any taxes or other duties of whatever nature levied by the
country in which the Substitute Debtor has its domicile or tax residence, all
amounts required for the fulfilment of the payment obligations arising under the
Notes;
(c) the Issuer irrevocably and unconditionally guarantees in favour of each Holder
the payment of all sums payable by the Substitute Debtor in respect of the Notes
and such guarantee contains a covenant by the guarantor corresponding to the
provisions in § 3; and
(d) it is guaranteed that the obligations of the Issuer from the Guarantee and the
Negative Pledge of the Debt Issuance Programme of the Issuers apply also to
the Notes of the Substitute Debtor.

For purposes of these Terms and Conditions "Subsidiary" shall mean any corporation
or partnership in which Deutsche Telekom directly or indirectly in the aggregate holds
not less than 90 per cent. of the capital of any class or of the voting rights.
- 8 -





(2) Notice. Any notice of such substitution shall be published in accordance with § 13.

(3) References. In the event of such substitution, any reference in these Terms and
Conditions to the Issuer shall from then on be deemed to refer to the Substitute Debtor
and any reference to the country in which the Issuer is domiciled or resident for
taxation purposes shall from then on be deemed to refer to the country of domicile or
residence for taxation purposes of the Substitute Debtor.


§ 12
FURTHER ISSUES, PURCHASES AND CANCELLATION

(1) Further Issues. The Issuer may from time to time, without the consent of the
Holders, issue further Notes having the same terms and conditions as the Notes in all
respects (or in all respects except for the issue date, interest commencement date
and/or issue price) so as to form a single Series with the Notes.

(2) Purchases. The Issuer may at any time purchase Notes in the open market or
otherwise and at any price. Notes purchased by the Issuer may, at the option of the
Issuer, be held, resold or surrendered to the Fiscal Agent for cancellation. If purchases
are made by tender, tenders for such Notes must be made available to all Holders of
such Notes alike.

(3) Cancellation. Al Notes redeemed in full shall be cancelled forthwith and may not
be reissued or resold.


§ 13
NOTICES

(1) Publication. All notices concerning the Notes will be made by means of electronic
publication on the internet website of the Luxembourg Stock Exchange
(www.bourse.lu). Any notice so given wil be deemed to have been validly given on
the third day following the date of such publication.

(2) Notification to Clearing System. So long as any Notes are listed on the official list
of the Luxembourg Stock Exchange, subparagraph (1) shall apply. If the Rules of the
Luxembourg Stock Exchange so permit, the Issuer may deliver the relevant notice to
the Clearing System for communication by the Clearing System to the Holders, in lieu
of publication as set forth in subparagraph (1) above; any such notice shall be deemed
to have been validly given on the seventh day after the day on which the said notice
was given to the Clearing System.

(3) Form of Notice. Notices to be given by any Holder shall be made by means of a
declaration in text format (Textform, e.g. by email or fax) or in written form to be lodged
together with an evidence of the Holder's entitlement in accordance with § 14(4) to the
Fiscal Agent. Such notice may be given through the Clearing System in such manner
as the Fiscal Agent and the Clearing System may approve for such purpose.


§ 14
APPLICABLE LAW, PLACE OF PERFORMANCE, PLACE OF JURISDICTION
AND ENFORCEMENT

(1) Applicable Law. The Notes, as to form and content, and all rights and obligations
of the Holders and the Issuer, shall be governed by German law.

(2) Place of Performance. Place of performance shall be Frankfurt am Main.

(3) Submission to Jurisdiction. The non-exclusive place of jurisdiction for all legal
proceedings arising out of or in connection with the Notes shall be Frankfurt am Main.
The German courts shall have non-exclusive jurisdiction over the annulment of lost or
destroyed Notes. The Issuer hereby submits to the jurisdiction of the courts referred
to in this subparagraph.

(4) Enforcement. Any Holder of Notes through a Clearing System may in any
proceedings against the Issuer, or to which such Holder and the Issuer are parties,
protect and enforce in his own name his rights arising under such Notes on the basis
of (i) a statement issued by the Custodian with whom such Holder maintains a
securities account in respect of the Notes (a) stating the full name and address of the
Holder, (b) specifying the aggregate principal amount of Notes credited to such
securities account on the date of such statement and (c) confirming that the Custodian
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has given written notice to the Clearing System containing the information pursuant to
(a) and (b) and (ii) a copy of the Note in global or definitive form certified as being a
true copy by a duly authorised officer of the Clearing System or a depository of the
Clearing System, without the need for production in such proceedings of the actual
records or the global Note or Definitive Note. Each Holder may, without prejudice to
the foregoing, protect and enforce his rights under these Notes also in any other way
which is admitted in the country of the Proceedings. For purposes of the foregoing,
"Custodian" means any bank or other financial institution of recognised standing
authorised to engage in securities custody business with which the Holder maintains
a securities account in respect of the Notes and includes the Clearing System.


§ 15
LANGUAGE

These Terms and Conditions are written in the German language and provided with
an English language translation. The German text shall be controlling and binding.
The English language translation is provided for convenience only.



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