Obligation Telekom Deutschland AG 2.25% ( DE000A2LQRS3 ) en EUR

Telekom Deutschland AG

100 % ⇌

Allemagne

DE000A2LQRS3 ( en EUR )

2.25% par an ( paiement annuel )

29/03/2039 - Obligation échue

Prospectus brochure de l'obligation Deutsche Telekom AG DE000A2LQRS3 en EUR 2.25%, échue

1 000 EUR

500 000 000 EUR

Deutsche Telekom AG est une société de télécommunications allemande multinationale fournissant des services fixes et mobiles, ainsi que des solutions informatiques et d'Internet, dans de nombreux pays à travers le monde.

L'Obligation émise par Telekom Deutschland AG ( Allemagne ) , en EUR, avec le code ISIN DE000A2LQRS3, paye un coupon de 2.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 29/03/2039

Information Memorandum
Deutsche
Telekom !"§==
Deutsche Telekom AG
Bonn, Federal Republic of Germany
as Issuer and as Guarantor for Notes issued by
Deutsche Telekom International Finance B.V.
Amsterdam, The Netherlands
Euro 20,000,000,000
Debt Issuance Programme
Application has been made to list Notes to be issued under the Programme on the Luxembourg Stock
Exchange. Notes issued under the Programme may also be listed on an alternative stock exchange or
may not be listed at all.
Arranger
Deutsche Bank
Dealers
Commerzbank Securities
Deutsche Bank
DZ BANK AG
Dresdner Kleinwort Wasserstein
Goldman Sachs International
HVB Corporates & Markets
JPMorgan
Lehman Brothers
Merrill Lynch International
UBS Warburg
WestLB AG
The date of this Information Memorandum is April 30, 2003. This Information Memorandum replaces
the Information Memorandum dated June 5, 2002 and is valid for one year from the date hereof.

Each of Deutsche Telekom AG ("Deutsche Telekom" or the "Company") and Deutsche Telekom Inter-
national Finance B.V. ("Finance") (both herein also referred to as an "Issuer" and together, the
"Issuers") and Deutsche Telekom AG in its capacity as guarantor (the "Guarantor") jointly and sever-
ally accepts responsibility for the information contained in the Information Memorandum. To the best
of the knowledge and belief of the Issuers and the Guarantor (each of which has taken all reasonable
care to ensure that such is the case), the information contained in the Information Memorandum is in
accordance with the facts and does not omit anything likely to affect the import of such information.
The Information Memorandum should be read and construed with any amendment or supplement
thereto and with any other documents incorporated by reference and, in relation to any Series (as
defined herein) of Notes, should be read and construed together with the relevant Pricing Supple-
ment(s) (as defined herein).
Each of the Issuers have jointly and severally confirmed to the dealers as set forth on the cover page
(the "Dealers") that the Information Memorandum is true and accurate in all material respects and is
not misleading; that any opinions and intentions expressed by each of them therein are honestly held
and based on reasonable assumptions; that there are no other facts with respect to any of the Issuers,
the omission of which would make the Information Memorandum as a whole or any statement
therein or opinions or intentions expressed therein misleading in any material respect; and that all
reasonable enquiries have been made to verify the foregoing.
No person has been authorised by any of the Issuers to give any information or to make any repre-
sentation not contained in or not consistent with the Information Memorandum or any other docu-
ment entered into in relation to the Programme or any information supplied by any Issuer or the
Guarantor or such other information as in the public domain and, if given or made, such information
or representation should not be relied upon as having been authorised by the Issuers, the Guarantor,
the Dealers or any of them.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates,
and neither the Dealers nor any of their respective affiliates make any representation or warranty or
accept any responsibility, as to the accuracy or completeness of the information contained in the
Information Memorandum.
Neither the delivery of the Information Memorandum nor any Pricing Supplement nor the offering,
sale or delivery of any Note shall, in any circumstances, create any implication that the information
contained in the Information Memorandum is true subsequent to the date upon which the Informa-
tion Memorandum has been most recently amended or supplemented or that there has been no
adverse change in the financial situation of any of the Issuers or the Guarantor since the date thereof
or, as the case may be, the date upon which the Information Memorandum has been most recently
amended or supplemented or the balance sheet date of the most recent financial statements which
are deemed to be incorporated into the Information Memorandum by reference or that any other
information supplied in connection with the Programme is correct at any time subsequent to the
date on which it is supplied or, if different, the date indicated in the document containing the same.
This document may only be communicated or caused to be communicated in circumstances in which
section 21 (1) of the Financial Services and Markets Act 2000 ("FSMA") does not apply.
The Notes will not be registered under the United States Securities Act of 1933, as amended, and will
include Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain excep-
tions, Notes may not be offered, sold or delivered within the United States or to U.S. persons, see
"Selling Restrictions".
The distribution of the Information Memorandum and any Pricing Supplement and the offering, sale
and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose pos-
session the Information Memorandum or any Pricing Supplement comes are required by the Issuers
and the Dealers to inform themselves about and to observe any such restrictions. For a description of
certain restrictions on offers, sales and deliveries of Notes and on the distribution of the Information
Memorandum or any Pricing Supplement and other offering material relating to the Notes, see "Sell-
ing Restrictions".
Neither the Information Memorandum nor any Pricing Supplement may be used for the purpose of
an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not
authorised or to any person to whom it is unlawful to make such an offer or solicitation.
2

Neither the Information Memorandum nor any Pricing Supplement constitutes an offer or an invita-
tion to subscribe for or purchase any Notes and should not be considered as a recommendation by
the Issuers, the Guarantor, the Dealers or any of them that any recipient of the Information Memoran-
dum or any Pricing Supplement should subscribe for or purchase any Notes. Each recipient of the
Information Memorandum or any Pricing Supplement shall be taken to have made its own investiga-
tion and appraisal of the condition (financial or otherwise) of the Issuers and the Guarantor.
In connection with the issue of any Tranche (as defined herein) of Notes under the Programme, the
Dealer (if any) who is specified in the relevant Pricing Supplement as the stabilising institution or any
person acting for him may over-allot or effect transactions with a view to supporting the market price
of the Notes of the Series of which such Tranche forms part at a level higher than that which might
otherwise prevail for a limited period after the issue date. However, there may be no obligation on
the stabilising institution to do this. Such stabilising, if commenced, may be discontinued at any
time, and must be brought to an end after a limited period. Such stabilising shall be in compliance
with all applicable laws, regulations and rules.
In this Information Memorandum, all references to ,,5" or ,,euro" are to the Euro.
Table of Contents
Page
Summary of the Debt Issuance Programme and of the Terms and Conditions of the Notes . . . . .
4
English Language Issue Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
English Language Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
German Language Issue Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
German Language Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
English Language Guarantee and Negative Pledge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
German Language Guarantee and Negative Pledge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61
Form of Pricing Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
64
Deutsche Telekom AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
77
Incorporation and Seat . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
77
Objects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
77
Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
77
Capitalisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78
Supervisory Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78
Board of Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
79
General Meeting of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
79
Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
79
Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
79
Description of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
80
Consolidated Financial Statements of Deutsche Telekom AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
103
Recent Developments and Outlook . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
106
Deutsche Telekom International Finance B.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
107
Incorporation, Seat and Objects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
107
Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
107
Capitalisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
107
Supervisory Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
108
Board of Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
108
General Meeting of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
108
Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
108
Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
108
Financial Statements of Deutsche Telekom International Finance B.V. . . . . . . . . . . . . . . . . . . . . .
109
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
110
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
115
Clearing Systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
115
Selling Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
115
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
118
Listing Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
118
Authorisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
119
Documents Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
119
Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
120
Material Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
121
3

Summary of the Debt Issuance Programme
and of the Terms and Conditions of the Notes
The following summary does not purport to be complete and is taken from, and is qualified in its
entirety by, the remainder of this Information Memorandum and, in relation to the terms and conditions
of any particular Tranche of Notes, the applicable Pricing Supplement. Words and expressions defined
in "Terms and Conditions of the Notes" below shall have the same meanings in this Summary.
Issuers:
Deutsche Telekom AG
Deutsche Telekom International Finance B.V.
Guarantor:
Deutsche Telekom AG (for Notes issued by
Deutsche Telekom International Finance B.V.)
Arranger:
Deutsche Bank Aktiengesellschaft
Dealers:
Bayerische Hypo- und Vereinsbank AG
Commerzbank Aktiengesellschaft
Deutsche Bank Aktiengesellschaft
Dresdner Bank Aktiengesellschaft
DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main
Goldman Sachs International
J. P. Morgan Securities Ltd.
Lehman Brothers International (Europe)
Merrill Lynch International
UBS Limited
WestLB AG
and any other dealer appointed from time to time by the respective Issuer
either generally in respect of the Programme or in relation to a particular
Series (as defined below) of Notes.
Fiscal and Principal
Citibank, N.A.
Paying Agent:
Paying Agent:
Banque GØnØrale du Luxembourg S.A., Luxembourg
Luxembourg Listing
Banque GØnØrale du Luxembourg S.A., Luxembourg
Agent:
Regulatory Matters:
Any issue of Notes denominated in a Specified Currency in respect of which
particular laws, regulations, guidelines, restrictions and reporting require-
ments apply will only be issued in circumstances which comply with such
laws, regulations, guidelines, restrictions and reporting requirements from
time to time. Without prejudice to the generality of the foregoing:
Notes issued on terms that they must be redeemed before their first anniver-
sary will, if the proceeds of the isssue are accepted in the United Kingdom con-
stitute deposits for the purposes of the prohibition on accepting deposits con-
tained in section 19 of the Financial Services and Markets Act 2000 unless they
are issued to a limited class of professional investors and have a denomination
of at least £ 100,000 or its equivalent.
Issues of Notes denominated in Swiss Francs or carrying a Swiss Franc related
element with a maturity of more than one year will be effected in compliance
with the relevant regulations of the Swiss National Bank based on Article 7 of
the Federal Law on Banks and Savings Banks of 1934, as amended, and
Article 15 of the Federal Law on Stock Exchanges and Securities Trading of
March 24, 1995 in connection with Article 2 (2) of the Ordinance of the Federal
4

Banking Commission on Stock Exchanges and Securities Trading of June 25,
1997. Under such regulations, the relevant Dealer or, in the case of a syndicated
issue, the Lead Manager, must be a bank domiciled in Switzerland (which
includes branches or subsidiaries of a foreign bank located in Switzerland) or
a securities dealer licensed by the Swiss Federal Banking Commission as per
the Federal Law on Stock Exchanges and Securities Trading of March 24, 1995
(the "Swiss Dealer"). The Swiss Dealer must report certain details of the re-
levant transaction to the Swiss National Bank no later than the relevant issue
date for such a transaction.
The Issuer shall ensure that Notes denominated or payable in Yen ("Yen
Notes") will only be issued in compliance with applicable Japanese laws, regu-
lations, guidelines and policies. The Issuer or its designated agent shall submit
such reports or information as may be required from time to time by applicable
laws, regulations and guidelines promulgated by Japanese authorities in the
case of Yen Notes. Each Dealer agrees to provide any necessary information
relating to Yen Notes to the Issuer (which shall not include the names of
clients) so that the Issuer may make any required reports to the competent
authority of Japan for itself or through its designated agent.
Investors in France may only participate in the issue of Notes for their own
account in accordance with the conditions set out in dØcret no. 98-880 dated
October 1, 1998. Notes may only be issued, directly or indirectly in accordance
with articles 6 and 7 of ordonnance no. 67-833 dated September 28, 1967 (as
amended). Where an issue of Notes is effected as an exception to the rules
relating to un appel public à l'epargne, in France (public offer rules) by way of
an offer to a restricted circle of investors, such persons must have a personal,
professional or family relationship with a member of the management of the
Issuer. To the extent that the Notes are offered to 100 or more of such investors,
these persons must provide certification as to their personal, professional or
family relationship with a member of the management of the Issuer.
Programme Amount: Up to Euro 20,000,000,000 (or its equivalent in other currencies) outstanding
at any time. The Issuers may from time to time increase the amount of the
Programme in accordance with the terms of the Dealer Agreement.
Distribution:
Notes may be distributed by way of public or private placements and, in each
case, on a syndicated or non-syndicated basis. The method of distribution of
each Tranche will be stated in the relevant Pricing Supplement.
Method of Issue:
Notes in bearer form will be issued on a continuous basis in Tranches (each a
"Tranche"), each Tranche consisting of Notes which are identical in all re-
spects. One or more Tranches, which are expressed to be consolidated and
forming a single series and identical in all respects, but having different issue
dates, interest commencement dates, issue prices and dates for first interest
payments may form a Series ("Series") of Notes. Further Notes may be issued
as part of existing Series. The specific terms of each Tranche (which will be
supplemented, where necessary, with supplemental terms and conditions)
will be set forth in the applicable Pricing Supplement.
Issue Price:
Notes may be issued at an issue price which is at par or at a discount to, or
premium over, par.
Specified Currencies: Subject to any applicable legal or regulatory restrictions, and requirements of
the relevant central banks Notes may be issued in any of the following curren-
cies: Australian Dollars, Canadian Dollars, euro (including its non-decimal sub-
units), Japanese Yen, Pounds Sterling, Swiss Francs, United States Dollars or
any other currencies as may be agreed between the relevant Issuer and the
relevant Dealers.
5

Denomination
Notes will be issued in such denomination as may be agreed between the
of Notes:
Issuer and the relevant Dealers and as indicated in the applicable Pricing
Supplement save that the minimum denomination of the Notes will be such as
may be allowed or required from time to time by the relevant regulatory autho-
rity or any laws or regulations applicable to the relevant Specified Currency.
Unless permitted by then current laws and regulations, Notes in respect of
which the issue proceeds are to be accepted by the relevant Issuer in the
United Kingdom will have a minimum denomination of £ 100,000 (or its equi-
valent in other currencies) and can only be issued to a limited class of profes-
sional investors, unless such Notes may not be redeemed until on or after the
first anniversary of their date of issue.
Maturities:
Such maturities as may be agreed between the relevant Issuer and the relevant
Dealers and as indicated in the applicable Pricing Supplement, subject to such
minimum or maximum maturities as may be allowed or required from time to
time by the relevant regulatory authority or any laws or regulations applicable
to the relevant Specified Currency.
Form of Notes:
The Notes may be issued in bearer form only.
Notes to which U.S. Treasury Regulation § 1.163-5(c)(2)(i)(C) (the "TEFRA
C Rules") applies ("TEFRA C Notes") will be represented either initially by a
temporary global Note in bearer form, without interest coupons, in an initial
principal amount equal to the aggregate principal amount of such Notes
("Temporary Global Note") or permanently by a permanent global Note in
bearer form, without interest coupons, in a principal amount equal to the
aggregate principal amount of such Notes ("Permanent Global Note"). Any
Temporary Global Note will be exchanged for either definitive Notes in bearer
form ("Definitive Notes") or in part for Definitive Notes and in the other part for
one or more collective Notes in bearer form ("Collective Notes").
Notes to which U.S. Treasury Regulation § 1.163-5(c)(2)(i)(D) (the "TEFRA D
Rules") applies ("TEFRA D Notes") will always be represented initially by a
Temporary Global Note which will be exchanged for either Notes represented
by one or more Permanent Global Note(s) or Definitive Notes or in part for
Definitive Notes and in the other part for one or more Collective Notes, in each
case not earlier than 40 days and not later than 180 days after the completion of
distribution of the Notes comprising the relevant Tranche upon certification of
non U.S. beneficial ownership in the form available from time to time at the
specified office of the Fiscal Agent.
Notes in bearer form to which neither the TEFRA C Rules nor the TEFRA D Rules
apply will be represented either initially by a Temporary Global Note or perma-
nently by a Permanent Global Note. Any Temporary Global Note will be
exchanged for either Definitive Notes or in part for Definitive Notes and in the
other part for one or more Collective Notes.
Permanent Global Notes will not be exchanged for Definitive Notes or Collec-
tive Notes.
Description of Notes Notes may be either interest bearing at fixed or variable rates or non-interest
bearing, with principal repayable at a fixed amount or by reference to a for-
mula as may be agreed between the Issuer and the relevant Dealer as specified
in the applicable Pricing Supplement.
Fixed Rate Notes:
Notes for which the interest rate is fixed will be payable on such basis as may
be agreed between the relevant Issuer and the relevant Dealers (as specified in
the applicable Pricing Supplement).
6

Floating Rate Notes: Notes for which the interest rate is variable will be payable on such basis as
may be agreed between the relevant Issuer and the relevant Dealers, as speci-
fied in the relevant Pricing Supplement. The Margin (if any) relating to such
variable rate will be agreed between the relevant Issuer and the relevant Deal-
ers for each Series of Floating Rate Notes.
Interest Periods for Floating Rate Notes will be one, two, three, six or twelve
months or such other period(s) as the relevant Issuer and the relevant Dealers
may agree, as specified in the applicable Pricing Supplement.
Index Linked Notes:
Payments of principal in respect of Index Linked Redemption Amount Notes or
of interest in respect of Index Linked Interest Notes (together "Index Linked
Notes") will be calculated by reference to such index and/or formula as the
relevant Issuer and the relevant Dealers may agree as specified in the appli-
cable Pricing Supplement. Each issue of Index Linked Notes will be made in
compliance with all applicable legal and/or regulatory requirements.
Other provisions in
Floating Rate Notes and Index Linked Interest Notes may also have a maxi-
relation to Floating
mum interest rate, a minimum interest rate or both.
Rate Notes and
Interest on Floating Rate Notes and Index Linked Interest Notes in respect of
Index Linked Interest each Interest Period, as selected prior to issue by the relevant Issuer and the
Notes:
relevant Dealers, will be payable on such Interest Payment Dates specified in,
or determined pursuant to, the applicable Pricing Supplement and will be cal-
culated as specified in the applicable Pricing Supplement.
Index Linked Notes which are issued or sold as a public offer (appel public à
l' Øpargne) in France (including Paris listed Notes) must be issued in com-
pliance with the Principes gØnØraux relatifs aux warrants et aux titres de
crØance complexes from time to time set by the Commission des opØrations
de bourse (COB) and the Conseil des MarchØs Financiers.
Dual Currency Notes: Payments (whether in respect of principal or interest and whether at maturity
or otherwise) in respect of Dual Currency Notes will be made in such curren-
cies, and based on such rates of exchange, as the relevant Issuer and the rele-
vant Dealers may agree as indicated in the applicable Pricing Supplement.
Zero Coupon Notes:
Zero Coupon Notes will be offered and sold at a discount to their principal
amount and will not bear interest other than in the case of late payment.
Other Notes:
Notes may be of any other type of security, such as Instalment Notes, Credit
Linked Notes or may have any other structure all upon terms provided in the
applicable Pricing Supplement.
Redemption:
The applicable Pricing Supplement will indicate either that the Notes cannot be
redeemed prior to their stated maturity (except for taxation reasons or upon
the occurrence of an event of default) or that such Notes will be redeemable at
the option of the relevant Issuer and/or the Noteholders upon giving notice
within the notice period (if any) indicated in the applicable Pricing Supplement
to the Noteholders or the relevant Issuer, as the case may be, on a date or
dates specified prior to such stated maturity and at a price or prices and on
such terms as indicated in the applicable Pricing Supplement.
Unless otherwise permitted by then current laws and regulations, Notes issued
by Deutsche Telekom AG and Deutsche Telekom International Finance B.V. and
in respect of which the issue proceeds are to be accepted by the relevant Issuer
in the United Kingdom will have a minimum redemption amount of £ 100,000
(or its equivalent in other currencies) and can only be issued to a limited class
of professional investors, unless such Notes may not be redeemed until on or
after the first anniversary of their date of issue.
7

The applicable Pricing Supplement may provide that Notes may be repayable in
two or more instalments of such amounts and on such dates as specified therein.
Taxation:
All payments of principal and interest in respect of the Notes will be made
without withholding or deduction for or on account of any present or future
taxes or duties of whatever nature imposed or levied by way of withholding or
deduction at source by or on behalf of The Netherlands (in the case of Notes
issued by Finance) or the Federal Republic of Germany or any political subdivi-
sion or any authority thereof or therein having power to tax unless such with-
holding or deduction is required by law. In such event, the relevant Issuer or,
as the case may be, the Guarantor will pay such additional amounts as shall be
necessary in order that the net amounts received by the Noteholders after such
withholding or deduction shall equal the respective amounts of principal and
interest which would otherwise have been receivable in respect of the Notes in
the absence of such withholding or deduction. See § 8 of the "Terms and Con-
ditions of the Notes" "Taxation".
Early Redemption for Early redemption for taxation reasons will be permitted. See § 6 of the Terms
Taxation Reasons:
and Conditions of the Notes "Redemption".
Negative Pledge:
The terms of the Notes will contain a negative pledge provision as further
described in the Terms and Conditions of the Notes.
Acceleration Events
The Notes will provide for Acceleration Events entitling Noteholders to
and Cross Default:
demand immediate redemption of the Notes. See § 10 of the Terms and Condi-
tions of Notes "Acceleration".
The terms of the Notes will contain a cross default provision of the Issuers and
the Guarantor as further described in the Terms and Conditions of the Notes.
Status of the Notes:
The Notes will constitute unsecured and unsubordinated obligations of the
relevant Issuer and rank pari passu without any preference among themselves
and pari passu with all other unsecured and unsubordinated obligations of the
relevant Issuer.
Guarantee:
Notes issued by Finance will be unconditionally and irrevocably guaranteed by
the Guarantor. The terms of the Guarantee contain a negative pledge of the
Guarantor. The Guarantee will be governed by German law.
Listing:
Application has been made for listing of Notes to be issued under the Pro-
gramme on the Luxembourg Stock Exchange. Notes issued under the Pro-
gramme may also be listed on such other or further stock exchange(s) as may
be agreed between the relevant Issuer and the relevant Dealers in relation to
each Series. Notes may also be issued under the Programme which will not be
listed on any Stock Exchange.
Governing Law:
German law.
Selling Restrictions:
There will be specific restrictions on the offer and sale of Notes and the distri-
bution of offering materials in the United States, Germany, The Netherlands,
the United Kingdom, France and Japan and such other restrictions as may be
required under applicable law in connection with the offering and sale of a par-
ticular Tranche of Notes. Each Tranche of Notes denominated in a currency in
respect of which particular laws, guidelines, regulations, restrictions or report-
ing requirements apply will only be issued in circumstances which comply
with such laws, guidelines, regulations, restrictions or reporting requirements
from time to time. See "Selling Restrictions".
Jurisdiction:
Non-exclusive place of jurisdiction for any legal proceedings arising under the
Notes is Frankfurt am Main.
8

Clearance and
Notes will be accepted for clearing through one or more Clearing Systems as
Settlement:
specified in the applicable Pricing Supplement. These systems will include
those operated by Clearstream Banking AG, Frankfurt am Main ("CBF"),
Clearstream Banking, sociØtØ anonyme, Luxembourg ("CBL") and Euroclear
Bank S.A./N.V., as operator of the Euroclear system ("Euroclear").
9

Issue Procedures
General
The relevant Issuer and the relevant Dealers will agree on the terms and conditions
applicable to each particular Tranche of Notes (the "Conditions"), which will be con-
stituted by the Terms and Conditions as completed, modified, supplemented or
replaced by the provisions of the applicable Pricing Supplement to the Notes as pro-
vided below. The Pricing Supplement relating to each Tranche of Notes will specify:
·
whether the Conditions are to be Long-Form Conditions or Integrated Condi-
tions (each as described below); and
·
whether the Conditions will be in the German language or the English language
or both (and, if both, whether the English language version or the German lan-
guage version is controlling).
As to the controlling language of the respective Conditions, the Issuers anticipate
that, in general, subject to any stock exchange or legal requirements applicable
from time to time, and unless otherwise agreed between the relevant Issuer and
the relevant Dealers:
·
in the case of Notes sold and distributed on a syndicated basis, German will gen-
erally be the controlling language.
·
in the case of Notes publicly offered, in whole or in part, in the Federal Republic
of Germany, or distributed, in whole or in part, to non-professional investors in
the Federal Republic of Germany, German will be the controlling language. If, in
the event of such public offer or distribution to non-professional investors, how-
ever, English is chosen as the controlling language, a German language trans-
lation of the Conditions will be available from the respective offices of each of
the Paying Agents and Deutsche Telekom Aktiengesellschaft specified on the
back cover of this Information Memorandum.
As to whether Long-Form Conditions or Integrated Conditions will apply, the
Issuers anticipate that:
·
Long-Form Conditions will generally be used for Notes which are not publicly
offered.
·
Integrated Conditions will generally be used for Notes sold and distributed on a
syndicated basis. Integrated Conditions will be required where the Notes are to
be publicly offered, in whole or in part, or to be distributed, in whole or in part, to
non-professional investors.
Long-Form Conditions
If the Pricing Supplement specifies that Long-Form Conditions are to apply to the
Notes, the provisions of the applicable Pricing Supplement and the Terms and Con-
ditions, taken together, shall constitute the Conditions. Such Conditions will be con-
stituted as follows:
·
the blanks in the provisions of the Terms and Conditions which are applicable to
the Notes will be deemed to be completed by the information contained in the
Pricing Supplement as if such information were inserted in the blanks of such
provisions;
10