Obligation Telekom Deutschland 0% ( XS1382791892 ) en EUR

Telekom Deutschland

100 % ⇌

Allemagne

XS1382791892 ( en EUR )

03/04/2020 - Obligation échue

Prospectus brochure de l'obligation Deutsche Telekom XS1382791892 en EUR 0%, échue

1 000 EUR

1 375 000 000 EUR

Deutsche Telekom est une société de télécommunications allemande fournissant des services fixes et mobiles, ainsi que des services d'internet et de technologies de l'information, à travers l'Allemagne et internationalement.

L'Obligation émise par Telekom Deutschland ( Allemagne ) , en EUR, avec le code ISIN XS1382791892, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 03/04/2020

The Final Terms wil be displayed on the website of the Luxembourg Stock Exchange (www.bourse.lu).
27 December 2016
27. Dezember 2016
Final Terms
Endgültige Bedingungen
DEUTSCHE TELEKOM INTERNATIONAL FINANCE B.V.
EUR 125,000,000 Floating Rate Notes due April 2020
EUR 125.000.000 variabel verzinsliche Schuldverschreibungen fällig im April 2020

to be consolidated and form a single series with the EUR 1,250,000,000 Floating Rate Notes due April
2020 issued on 23 March 2016
werden mit den am 23. März 2016 begebenen EUR 1.250.000.000 variabel verzinslichen
Schuldverschreibungen fällig im April 2020 konsolidiert und bilden mit diesen eine einheitliche Serie

Tranche 2
Tranche 2

Issue Date: 29 December 2016
Tag der Begebung: 29. Dezember 2016

issued pursuant to the EUR 25,000,000,000 Debt Issuance Programme dated on 21 April 2016
begeben aufgrund des EUR 25.000.000.000 Debt Issuance Programme vom 21. April 2016

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 21 April 2016 (the "Prospectus") and the first supplement dated 2 December 2016.
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
21. April 2016 über das Programm (der "Prospekt") und dem ersten Nachtrag dazu vom 2. Dezember
2016 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.
83342386v4

2
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 International Finance
B.V. ("Finance" or the "Issuer") is issued in euro ("EUR") (the "Specified Currency") in the
aggregate principal amount of (subject to § 1 (6)) EUR 125,000,000 (in words: euro onehundred
and twentyfive million) and is divided into 125,000 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 wil 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 available
from 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 will 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 shal 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 wil be kept in custody by or on
behalf of the Clearing System until al obligations under the Notes have been satisfied.
"Clearing System" means each of Clearstream Banking, société anonyme, 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
83342386v4

3
"ICSD" and together the "ICSDs") and any successor in such capacity.
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
cancel ation 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 shal be reduced by the aggregate principal amount
of the Notes so redeemed or purchased and cancel ed.
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 or, in
the event of payments under the Guarantee, by the Guarantor under the Guarantee.

§ 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, GUARANTEE AND NEGATIVE PLEDGE OF THE
GUARANTOR
(1) 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
83342386v4

4
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 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.
(2) Guarantee and Negative Pledge of the Guarantor. The Guarantor has given its unconditional
and irrevocable guarantee (the "Guarantee") for the due and punctual payment of principal of,
and interest on, and any other amounts payable under any Note. The Guarantor has further
undertaken in a negative pledge (the "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, 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 (as
defined above) issued or guaranteed by the Guarantor or by any other person, without at the
same time having the Holders share equal y and rateably in such security. The Guarantee and
Negative Pledge constitute a contract for the benefit of the Holders from time to time as third
party beneficiaries in accordance with § 328 of the German Civil Code, giving rise to the right of
each Holder to require performance of the Guarantee and the Negative Pledge directly from the
Guarantor and to enforce the Guarantee and the Negative Pledge directly against the Guarantor.
For the purposes of avoiding any doubt in respect of asset-backed financings originated by the
Guarantor, the expression "assets" as used in this § 3 does not include assets of the Guarantor
that are sold on a non-recourse basis determined in accordance with the civil law applicable to
such transactions. Copies of the Guarantee and Negative Pledge may be obtained free of charge
at the specified offices of each of the Paying Agents, if any.

§ 4
INTEREST
(1) Interest Payment Dates.
(a) The Notes bear interest on their aggregate principal amount from (and including) 23 March
2016 (the "Interest Commencement Date"). Interest on the Notes shall be payable on each
Interest Payment Date.

"Interest Payment Date" means

each 3 January, 3 April, 3 July and 3 October in each year whereby the first payment of
interest shall be made on 3 July 2016 for the period from (and including) the Interest
Commencement Date to (but excluding) 3 July 2016 (long first coupon) at the 3-months
EURIBOR plus the Margin (as defined below), all as determined by the Calculation Agent
pursuant to § 4(2).
(b) If any Interest Payment Date would otherwise fall on a day which is not a Business Day (as
defined below), it shall be postponed to the next day which is a Business Day unless it
would thereby fall into the next calendar month, in which event the Interest Payment Date
shal be brought forward to the immediately preceding Business Day.
"Business Day" means a day 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 open to effect the relevant payment.
(2) Rate of Interest. The rate of interest (the "Rate of Interest") for each Interest Period (as
defined below) will, except as provided below, be the offered quotation (expressed as a
percentage rate per annum) for deposits in the Specified Currency for that Interest Period which
appears on the Screen Page as of 11:00 a.m. (Brussels time) on the Interest Determination Date
(as defined below) plus the Margin (as defined below), all as determined by the Calculation
Agent.
"Interest Period" means each period from (and including) the Interest Commencement Date to
(but excluding) the first Interest Payment Date and from (and including) each Interest Payment
Date to (but excluding) the following Interest Payment Date.
"Interest Determination Date" means the second TARGET Business Day prior to the
commencement of the relevant Interest Period. "TARGET Business Day" means a day on
which the Trans-European Automated Real-time Gross Settlement Transfer system 2
("TARGET") is open.
83342386v4

5
"Margin" means 0.35 percent per annum.
"Screen Page" means, Reuters screen page EURIBOR01 or any successor page.
If the Screen Page is not available or if, no such quotation appears as at such time, the
Calculation Agent shal request each of the Reference Banks (as defined below) to provide the
Calculation Agent with its offered quotation (expressed as a percentage rate per annum) for
deposits in the Specified Currency for the relevant Interest Period to prime banks in the Euro-
Zone interbank market at approximately 11.00 a.m. (Brussels time) on the Interest Determination
Date. If two or more of the Reference Banks provide the Calculation Agent with such offered
quotations, the Rate of Interest for such Interest Period shall be the arithmetic mean of such
offered quotations (rounded if necessary to the nearest one thousandth of a percentage point,
with 0.0005 being rounded upwards) of such offered quotations plus the Margin, all as
determined by the Calculation Agent.
If on any Interest Determination Date only one or none of the Reference Banks provides the
Calculation Agent with such offered quotations as provided in the preceding paragraph, the Rate
of Interest for the relevant Interest Period shal be the rate per annum which the Calculation
Agent determines as being the arithmetic mean (rounded if necessary to the nearest one
thousandth of a percentage point, with 0.0005, being rounded upwards) of the rates, as
communicated to (and at the request of) the Calculation Agent by major banks in the interbank
market in the Euro-Zone, selected by the Calculation Agent acting in good faith, at which such
banks offer, as at 11.00 a.m. (Brussels time) on the relevant Interest Determination Date, loans
in the Specified Currency for the relevant Interest Period and in a representative amount to
leading European banks plus the Margin.
"Euro-Zone" means the region comprised of those member states of the European Union that
have adopted, or will have adopted from time to time, the single currency in accordance with the
Treaty establishing the European Community (signed in Rome on 25 March 1957), as amended
by the Treaty on European Union (signed in Maastricht on 7 February 1992), the Amsterdam
Treaty of 2 October 1997 and the Treaty of Lisbon of 13 December 2007, as further amended
from time to time.
As used herein, "Reference Banks" means four major banks in the interbank market in the Euro-
Zone.
(3) Minimum Rate of Interest. If the Rate of Interest in respect of any Interest Period determined in
accordance with the above provisions is less than 0.00 percent, the Rate of Interest for such
Interest Period shall be 0.00 percent per annum.
(4) Interest Amount. The Calculation Agent will, on or as soon as practicable after each time at
which the Rate of Interest is to be determined, determine the Rate of Interest and calculate the
amount of interest (the "Interest Amount") payable on the Notes in respect of the Specified
Denomination for the relevant Interest Period. Each Interest Amount shall be calculated by
applying the Rate of Interest and the Day Count Fraction (as defined below) to the Specified
Denomination and rounding the resultant figure to the nearest unit of the Specified Currency,
with 0.5 of such unit being rounded upwards.
(5) Notification of Rate of Interest and Interest Amount. The Calculation Agent will cause
notification of the Rate of Interest and each Interest Amount for each Interest Period and of the
applicable Interest Payment Date to be made to the Issuer and to the Guarantor and to the
Holders in accordance with § 13 as soon as possible after their determination, but in no event
later than the fourth TARGET Business Day (as defined in § 4(2)) thereafter and, if required by
the rules of such stock exchange, to any stock exchange on which the Notes are from time to
time listed as soon as possible after their determination, but in no event later than the first day of
the applicable Interest Period. Each Interest Amount and Interest Payment Date so notified may
subsequently be amended (or appropriate alternative arrangements made by way of adjustment)
in the event of an extension or shortening of the Interest Period. Any such amendment will be
promptly notified to any stock exchange on which the Notes are for the time being listed and to
the Holders in accordance with § 13.
(6) Determinations Binding. All certificates, communications, opinions, determinations,
calculations, quotations and decisions given, expressed, made or obtained for the purposes of
83342386v4

6
the provisions of this § 4 by the Calculation Agent shall (in the absence of manifest error) be
binding on the Issuer, the Guarantor, the Fiscal Agent, the Paying Agents and the Holders.
(7) 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 beyond the due date until the expiry of the day preceding the day of actual
redemption of the Notes. The applicable Rate of Interest will be the default rate of interest
established by law.1
(8) 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 360.

§ 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 applicable fiscal and other laws and regulations, 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, subject to § 4(1), 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.
For these purposes, "Payment Business Day" means any day which is a Business Day.
(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.

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).
83342386v4

7

§ 6
REDEMPTION
(1) Redemption at Maturity. Unless previously redeemed in whole or in part or purchased and
cancel ed, the Notes shal be redeemed at their Final Redemption Amount on the Interest
Payment Date fal ing in April 2020 (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 The Netherlands or 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 23 March 2016, the Issuer or the Guarantor
being unable for reasons outside its control to procure payment by the Issuer, will become
obligated to pay Additional Amounts (as defined in § 8 herein and in the Guarantee, respectively)
and this obligation cannot be avoided by the use of measures reasonably available to the Issuer
or the Guarantor, 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 or the Guarantor 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. The date fixed for redemption must be an Interest Payment Date.
Prior to the publication of any notice of redemption pursuant to this paragraph (3), the Issuer
shal deliver to the Fiscal Agent a certificate signed by a director of the Guarantor stating that the
Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the
conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion of
independent legal advisers of recognised standing to the effect that the Issuer or the Guarantor
has or will become obliged to pay such additional amounts as a result of such change or
amendment.
Any such notice of redemption shall be given in accordance with § 13. It shal 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 AND CALCULATION AGENT
(1) Appointment; Specified Offices. The initial Fiscal Agent and Paying Agent and the Calculation
Agent and their respective initial specified offices are:
Fiscal Agent and
Deutsche Bank Aktiengesellschaft
Principal Paying Agent: Trust and Securities Services (TSS)

Taunusanlage 12

60325 Frankfurt am Main

Federal Republic of Germany
Calculation Agent
Deutsche Bank Aktiengesellschaft
Trust and Securities Services (TSS)
Taunusanlage 12
60325 Frankfurt am Main
Federal Republic of Germany
The Fiscal Agent, the Paying Agent and the Calculation Agent reserve the right at any time to
change their respective specified offices to some other specified office in the same city.
(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 or the Calculation Agent and
to appoint another Fiscal Agent or additional or other Paying Agents or another Calculation
Agent. The Issuer shall at al times maintain (i) a Fiscal Agent and (ii) a Calculation Agent. Any
variation, termination, appointment or change shall only take effect (other than in the case of
83342386v4

8
insolvency, when it shal be of immediate effect) after not less than 30 nor more than 45 days'
prior notice thereof shal have been given to the Holders in accordance with § 13.
(3) Agent of the Issuer. The Fiscal Agent, the Paying Agent and the Calculation 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 col ected by or in or on behalf of The Netherlands or 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 shal 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
shal , 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 The Netherlands or 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, The Netherlands or 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, The Netherlands 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 shal 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 or the Guarantor
fails to perform any obligation arising from the Guarantee referred to in § 3 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 Fiscal Agent has received notice thereof from a Holder, or
(c) any Capital Market Indebtedness (as defined in § 3(1)) of the Issuer or the Guarantor
becomes prematurely repayable as a result of a default in respect of the terms thereof, or
the Issuer or the Guarantor 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 guarantee or suretyship given for any Capital Market Indebtedness of others within 30
83342386v4

9
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, or the Guarantor 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 or the Guarantor announces its inability to meet its financial obligations or ceases
its payments, or
(e) a court opens insolvency proceedings against the Issuer or the Guarantor, or the Issuer or
the Guarantor applies for or institutes such proceedings, or the Issuer applies for a
"surseance van betaling" (within the meaning of the Statute of Bankruptcy of The
Netherlands), or
(f) the Issuer or the Guarantor 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 or the Guarantor, as the case may be, in connection
with this issue, or
(g) any governmental order, decree or enactment shal be made in or by The Netherlands or
Germany whereby the Issuer or the Guarantor is prevented from observing and performing
in full its obligations as set forth in these Terms and Conditions and in the Guarantee,
respectively, and this situation is not cured within 90 days, or
(h) the Guarantee ceases to be valid and legally binding for any reason whatsoever.
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), (1)(g) or (1)(h) entitling Holders to
declare their Notes due has occurred, become effective only when the Fiscal Agent 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 written declaration delivered to the specified
office of 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 either the
Guarantor or any Subsidiary (as defined below) of the Guarantor 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 Guarantor if it is not itself the Substitute Debtor irrevocably and unconditional y
guarantees in favour of each Holder the payment of all sums payable by the Substitute
Debtor in respect of the Notes, such guarantee being substantially in the form of the
Guarantee;
(d) there shall have been delivered to the Fiscal Agent an opinion or opinions of lawyers of
recognised standing to the effect that subparagraphs (a), (b) and (c) above have been
satisfied.
83342386v4

10
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 percent of the capital of any class or of the voting rights.
(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.

§ 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
will 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. In the case of notices regarding the
Rate of Interest of Floating Rate Notes or, if the Rules of the Luxembourg Stock Exchange
otherwise 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 written
declaration to be lodged together with an evidence of the Holder's entitlement in accordance with
§ 14(5) to the Agent. Such notice may be given through the Clearing System in such manner as
the 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 al legal proceedings
arising out of or in connection with the Notes shall be Frankfurt am Main. Each Holder, however,
may pursue his claims also before any other court of competent jurisdiction. 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) Appointment of Authorised Agent. For any legal disputes or other proceedings before
German courts, the Issuer appoints Deutsche Telekom, as its authorised agent for service of
process in Germany.
(5) 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
83342386v4