Obligation Telekom Deutschland AG 4.125% ( XS2033278545 ) en USD

Telekom Deutschland AG

100 % ▲

Allemagne

XS2033278545 ( en USD )

4.125% par an ( paiement semestriel )

23/07/2049 - Obligation échue

Prospectus brochure de l'obligation Deutsche Telekom AG XS2033278545 en USD 4.125%, échue

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 USD, avec le code ISIN XS2033278545, paye un coupon de 4.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/07/2049

Debt Issuance Programme Prospectus
Dated 25 March 2021
This document constitutes two prospectuses for the purposes of Article 8(1) of Regulation (EU) No 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (as amended, the "Prospectus Regulation"): (i) the prospectus of Deutsche
Telekom AG in respect of non-equity securities within the meaning of Article 2(c) of the Prospectus Regulation ("Non-Equity
Securities") and (ii) the prospectus of Deutsche Telekom International Finance B.V. in respect of Non-Equity Securities (together,
the "Prospectus").

Deutsche Telekom AG
Bonn, Federal Republic of Germany
as Issuer and as Guarantor for Notes issued by

Deutsche Telekom International Finance B.V.
a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under
the laws of The Netherlands and having its corporate seat (statutaire zetel) in Maastricht, The Netherlands as Issuer

EUR 35,000,000,000
Debt Issuance Programme
(the "Programme")
Application has been made to the Luxembourg Commission de Surveil ance du Secteur Financier (the "CSSF"),
which is the Luxembourg competent authority for the purpose of the Prospectus Regulation, for its approval of this
Prospectus.
Application has been made to list Notes to be issued under the Programme on the official list of the Luxembourg
Stock Exchange and to trade Notes on the regulated market "Bourse de Luxembourg". The Luxembourg Stock
Exchange's regulated market is a regulated market (the "Regulated Market") for the purposes of the Markets in
Financial Instruments Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014
(as amended, "MiFID II"). Notes issued under the Programme may also not be listed at al .
Each Issuer has requested the CSSF to provide the competent authorities in the Federal Republic of Germany
("Germany"), The Netherlands, the Republic of Ireland and the Republic of Austria, with a certificate of approval
attesting that this Prospectus has been drawn up in accordance with the Prospectus Regulation ("Notification").
Each Issuer may request the CSSF to provide competent authorities in additional host Member States within the
European Economic Area with a Notification. The CSSF has only approved this Prospectus as meeting the
standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such an
approval should not be considered as an endorsement of the Issuer or the quality of any Notes that are the subject
of this Prospectus. Neither does the CSSF give any undertaking as to the economic and financial soundness of the
operation or the quality or solvency of the Issuer pursuant to Article 6(4) of the Luxembourg prospectus law of 16
July 2019 (Loi du 16 juil et relative aux prospectus pour valeurs mobilières) by approving this Prospectus. Potential
investors should make their own assessment as to the suitability of investing in the Notes.
See "Risk Factors" for a discussion of certain factors which should be considered by potential investors in
connection with an investment in any of the Notes.
Arranger
Deutsche Bank
Dealers
Barclays
BNP PARIBAS
Citigroup
Deutsche Bank
DZ BANK AG
Goldman Sachs Bank
Europe SE
Morgan Stanley
NatWest Markets
Société Générale
Corporate & Investment
Banking
UniCredit Bank
This Prospectus has been filed with the CSSF and will be published in electronic form on the website of the
Luxembourg Stock Exchange (www.bourse.lu) and the website of
Deutsche Telekom AG
(http://www.telekom.com/bonds). This Prospectus succeeds the Prospectus dated 23 April 2020 pertaining to the
Programme.

Responsibility Statement
Deutsche Telekom AG ("Deutsche Telekom AG", the "Guarantor" or the "Company" and together with its
consolidated subsidiaries, "Deutsche Telekom", the "Group" or "Deutsche Telekom Group") with its
registered office in Bonn and Deutsche Telekom International Finance B.V. ("Finance") with its registered
office in Maastricht (each an "Issuer" and together the "Issuers") are solely responsible for the information
given in this Prospectus and for the information which will be contained in the Final Terms (as defined herein),
provided that:
Finance is not responsible for the description of Deutsche Telekom.
Each Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the
information contained in this Prospectus for which it is responsible is, to the best of its knowledge, in
accordance with the facts and contains no omission likely to affect its import.
Notice
This Prospectus should be read and construed in conjunction with any supplement thereto and with any
document incorporated herein by reference (the "Reference Documents"). Full information on each Issuer
and any tranche of Notes (as hereinafter defined) is only available on the basis of this Prospectus as
supplemented, together with the Reference Documents and the relevant final terms (the "Final Terms").
Each Issuer has confirmed to the dealers specified under "Names and Addresses" below and any additional
dealer appointed from time to time under the Programme (each a "Dealer" and together the "Dealers") that
this Prospectus contains, as of the date hereof, all information with regard to the Issuers and the Notes which
is material in the context of the Programme and the issue and offering of Notes thereunder; that the
information contained herein with respect to the Issuers and the Notes is accurate in all material respects and
is not misleading; that any opinions and intentions expressed herein are honestly held and based on
reasonable assumptions; that there are no other facts, the omission of which would make any statement,
whether fact or opinion, in this Prospectus misleading in any material respect; and that all reasonable
enquiries have been made to ascertain all facts and to verify the accuracy of all statements contained herein.
No person has been authorised to give any information which is not contained in or not consistent with this
Prospectus or any other document entered into in relation to the Programme or any information supplied by
any Issuer or such other information as in the public domain and, if given or made, such information must not
be relied upon as having been authorised by the Issuers, the Guarantor, the Dealers or any of them.
Neither the Arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the Issuers,
is responsible for the information contained in this Prospectus or any supplement thereof, or any Final Terms
or any other Reference Document, and accordingly, and to the extent permitted by the laws of any relevant
jurisdiction, none of these persons accepts any responsibility as to the accuracy and completeness of the
information contained in any of these documents.
This Prospectus is valid until its expiration on 25 March 2022 and this Prospectus and any supplement hereto
as well as any Final Terms reflect the status as of their respective dates of issue. There is no obligation to
supplement this Prospectus in the event of significant new factors, material mistakes or material inaccuracies
when this Prospectus is no longer valid. The delivery of this Prospectus as supplemented or any Final Terms
and the offering, sale or delivery of any Notes may not be taken as an implication that the information
contained in such documents is accurate and complete subsequent to their respective dates of issue or that
there has been no adverse change in the financial condition of each of the Issuers since such date or that
any other information supplied in connection with the Programme is accurate at any time subsequent to the
date on which it is supplied or, if different, the date indicated in the document containing the same.
Each of the Issuers has undertaken with the Dealers to supplement this Prospectus or publish a new
Prospectus at any time after submission of this Prospectus for approval to the CSSF if and when the
information herein should become materially inaccurate or incomplete or in the event of any significant new
factor, that is capable of affecting the assessment of the Notes by potential investors.
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 exceptions, Notes may
not be offered, sold or delivered within the United States or to U.S. persons, see "Selling Restrictions".
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of the Notes in
certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final
Terms 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
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distribution of this Prospectus or any Final Terms and other offering material relating to the Notes, see "Selling
Restrictions".
This Prospectus is drawn up in the English language. The German versions of the English language Terms
and Conditions and Guarantee are shown in this Prospectus for additional information. As to form and content,
and all rights and obligations of the Holders and the Issuer under the Notes to be issued, German is the
controlling legally binding language if so specified in the relevant Final Terms. In respect of the Guarantee,
the German language version is always controlling and legally binding as to form and content, and all rights
and obligations of the Holders and the Guarantor thereunder. The Issuers accept responsibility for the
information contained in this Prospectus and confirm that the non-binding translation of the Terms and
Conditions, either in the German or English language, correctly and adequately reflects the respective binding
language version.
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance" which
will outline the target market assessment in respect of the Notes and which channels for distribution of the
Notes are appropriate. Any person subsequently offering, selling or recommending the Notes
(a "Distributor") should take into consideration the 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 target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
MiFID Product Governance Rules.
If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to EEA Retail
Investors", the Notes are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2016/97/EU (as
amended, the "IDD"), where that customer would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. If the above-
mentioned legend is included in the relevant Final Terms, no key information document required by
Regulation (EU) 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the EEA has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under
the PRIIPs Regulation.
The Final Terms in respect of any Notes may include a legend entitled "UK MiFIR Product Governance" which
will outline the target market assessment in respect of the Notes and which channels for distribution of the
Notes are appropriate. Any Distributor should take into consideration the target market assessment; however,
a Distributor subject to the Financial Conduct Authority ("FCA") Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its
own target market assessment in respect of the Notes (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but
otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for
the purpose of the UK MiFIR Product Governance Rules.
If the Final Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to UK Retail
Investors", the Notes are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the United Kingdom of Great Britain and
Northern Ireland ("UK"). For these purposes, a retail investor means a person who is one (or more) of:
(i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning
of the provisions of the Financial Services and Markets Act 2000 (as amended, "FSMA") and any rules or
regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not
qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in the Prospectus
Regulation as it forms part of domestic law by virtue of the EUWA. If the above-mentioned legend is included
in the relevant Final Terms, no key information document required by Regulation (EU) No 1286/2014 as it
forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the
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Notes or otherwise making them available to retail investors in the UK has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail investor in the UK may be
unlawful under the UK PRIIPs Regulation.
This Prospectus may only be used for the purpose for which it has been published.
Each Dealer and/or each further financial intermediary subsequently reselling or finally placing Notes
issued under the Programme is entitled to use this Prospectus as set out in "Consent to the Use of
this Prospectus" below.
This Prospectus and any Final Terms must not 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.
In connection with the issue of any Tranche of Notes under the Programme, the Dealer(s) who is(are)
specified in the relevant Final Terms as the stabilising manager(s) (or persons acting on its(their)
behalf) may overallot Notes or effect transactions with a view to supporting the price of the Notes at
a level higher than that which might otherwise prevail. However, stabilisation may not necessarily
occur. Any stabilisation action may begin at any time after the adequate public disclosure of the final
terms of the offer of the Notes is made and, if begun, may cease at any time, but it must end no later
than the earlier of 30 days after the Issue Date and 60 days after the date of the allotment of the
relevant Tranche of Notes. Any stabilising action or over-allotment must be conducted by the relevant
stabilising manager(s) (or persons acting on behalf of any stabilising manager(s)) in accordance with
all applicable laws and rules.
All terms not otherwise defined in this Prospectus shall have the meaning as set out in the "Terms and
Conditions" of the Notes.
Any websites included in this Prospectus, except for the websites specified in the context of the documents
incorporated by reference, are for information purposes only and do not form part of this Prospectus and have
not been scrutinised or approved by the CSSF.
Interest amounts payable under Notes bearing a floating interest rate ("Floating Rate Notes") are calculated
by reference to the Euro Interbank Offered Rate ("EURIBOR") which is provided by the European Money
Markets Institute ("EMMI"). As at the date of this Prospectus, EMMI appears on the register of administrators
and benchmarks established and maintained by the European Securities and Markets Authority ("ESMA")
pursuant to Article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011 as amended) ("BMR").
Forward-Looking Statements
This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that
does not relate to historical facts and events. They are based on analyses or forecasts of future results and
estimates of amounts not yet determinable or foreseeable. These forward-looking statements are identified
by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may",
"plan", "predict", "project", "will" and similar terms and phrases, including references and assumptions. This
applies, in particular, to statements in this Prospectus containing information on future earning capacity, plans
and expectations regarding Deutsche Telekom Group's business and management, its growth and
profitability, and general economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the
Issuers make to the best of their present knowledge. These forward-looking statements are subject to risks,
uncertainties and other factors which could cause actual results, including Deutsche Telekom Group's
financial condition and results of operations, to differ materially from and be worse than results that have
expressly or implicitly been assumed or described in these forward-looking statements. Deutsche Telekom
Group's business is also subject to a number of risks and uncertainties that could cause a forward-looking
statement, estimate or prediction in this Prospectus to become inaccurate. Accordingly, investors are strongly
advised to read the following sections of this Prospectus: "Risk Factors", "Deutsche Telekom AG" and
"Deutsche Telekom Finance International B.V.". These sections include more detailed descriptions of factors
that might have an impact on Deutsche Telekom's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not
occur. In addition, neither the Issuers nor the Dealers assume any obligation, except as required by law, to
update any forward-looking statement or to conform these forward-looking statements to actual events or
developments.
4

Table of Contents
Responsibility Statement ..........................................................................................................................2
Notice ........................................................................................................................................................2
Forward-Looking Statements ...................................................................................................................4
General Description of the Programme ....................................................................................................6
Risk Factors ..............................................................................................................................................7
Risk Factors regarding the Issuer and the Guarantor ................................................... 7
Risk Factors regarding the Notes ................................................................................ 13
Description of the Group's Sustainability-Linked Financing Framework ............................................... 16
Deutsche Telekom AG as Issuer and Guarantor .................................................................................. 17
Deutsche Telekom International Finance B.V. as Issuer ...................................................................... 42
Consent to the Use of the Prospectus ................................................................................................... 46
Issue Procedures ................................................................................................................................... 47
Terms and Conditions ........................................................................................................................... 49
Option I Terms and Conditions that apply to Notes with fixed interest rates ............ 50
Option II - Terms and Conditions that apply to Notes with floating interest rates ....... 79
English Language Guarantee .............................................................................................................. 112
Non-binding translation of the Guarantee into German ...................................................................... 115
Form of Final Terms/Muster der Endgültigen Bedingungen ............................................................... 121
Taxation ............................................................................................................................................... 138
General Information ............................................................................................................................. 139
Selling Restrictions .............................................................................................................................. 139
Use of Proceeds .................................................................................................................................. 143
Listing and Admission to Trading Information ..................................................................................... 143
Authorisation ........................................................................................................................................ 143
Incorporation by Reference / Documents on Display .......................................................................... 144
Names and Addresses ........................................................................................................................ 146

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General Description of the Programme
Under this EUR 35,000,000,000 Debt Issuance Programme, Deutsche Telekom and Finance may from time
to time issue notes, (the "Notes"). The maximum aggregate principal amount of the Notes from time to time
outstanding under the Programme will not exceed EUR 35,000,000,000 (or its equivalent in any other
currency). The Issuers may increase the amount of the Programme in accordance with the terms of the Dealer
Agreement (as defined herein) from time to time.
The Guarantor has given its unconditional and irrevocable guarantee (the "Guarantee") for the due payment
of the amounts corresponding to the principal of and interest on the Notes issued by Finance. The Guarantee
will be governed by German law.
The Notes may be issued on a continuing basis to one or more of the Dealers and any additional Dealer
appointed under the Programme from time to time by the Issuer(s), which appointment may be for a specific
issue or on an ongoing basis. Notes may be distributed by way of offer to the 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 Final Terms. Notes may be offered to qualified and non-qualified investors, unless
the applicable Final Terms include a legend entitled "Prohibition of Sales to EEA Retail Investors" or
"Prohibition of Sales to UK Retail Investors".
Notes will be issued in tranches (each a "Tranche"), each Tranche consisting of Notes which are identical in
all respects. One or more Tranches, which are expressed to be consolidated and forming a single series and
identical in all respects, except for issue dates, interest commencement dates and/or issue prices may form
a series ("Series") of Notes. Further Notes may be issued as part of existing Series.
Notes will be issued in such denominations as may be agreed between the relevant Issuer and the relevant
Dealer(s) and as indicated in the applicable Final Terms save that the minimum denomination of the Notes
will be, if in euro, EUR 1,000 and if in any currency other than euro, in an amount in such other currency
nearly equivalent to EUR 1,000 at the time of the issue of the Notes. The minimum denomination of the Notes
may be smal er than EUR 1,000 if the Notes are not listed or are listed on an unregulated market and may
not be part of any offer to the public. Notes will be issued with a maturity of twelve months or more. The Notes
will be freely transferable.
Notes may be issued at an issue price which is at par or at a discount to, or premium over, par. The issue
price for Notes to be issued will be determined at the time of pricing on the basis of a yield which wil be
determined on the basis of the orders of the investors which are received by the Dealers during the offer
period. Orders will specify a minimum yield and may only be confirmed at or above such yield. The resulting
yield will be used to determine an issue price, all to correspond to the yield.
The yield for Notes with fixed interest rates wil be calculated by the use of the ICMA method, which
determines the effective interest rate of notes taking into account accrued interest on a daily basis.
Unless otherwise permitted by then current laws and regulations, Notes in respect of which the issue proceeds
are to be accepted by the Issuer in the UK wil have a minimum redemption amount of GBP 100,000 (or its
equivalent in other currencies), unless such Notes may not be redeemed until on or after the first anniversary
of their date of issue.
Application has been made to list Notes issued under the Programme on the official list of and to admit such
Notes to trading on the Regulated Market of the Luxembourg Stock Exchange. Under the Programme Notes
may also be issued which wil not be listed on any Stock Exchange.
Notes will be accepted for clearing through one or more Clearing Systems as specified in the applicable Final
Terms. These systems will include those operated by Clearstream Banking AG, Frankfurt am Main ("CBF"),
Clearstream Banking S.A. ("CBL") and Euroclear Bank SA/NV ("Euroclear"). Notes denominated in euro or,
as the case may be, such other currency recognised from time to time for the purposes of eligible collateral
for Eurosystem monetary policy and intra-day credit operations by the Eurosystem, are intended to be held
in a manner, which would allow Eurosystem eligibility. Therefore, these Notes will initially be deposited upon
issue with (i) either CBL or Euroclear as common safekeeper in the case of a new global note or, (ii) CBF.
It does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary
policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their
life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.

6

Risk Factors
Potential investors should consider all information provided in this Prospectus and the Reference Documents.
In addition, potential investors should be aware that the risks described may combine and thus accumulate.
Certain of the Dealers and their affiliates have engaged, and may in the future engage, in investment banking
and/or commercial banking transactions with, and may perform services for, the Issuer and its affiliates in the
ordinary course of business.
Each potential investor in any Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes,
the merits and risks of investing in the relevant Notes and the information contained or incorporated
by reference in this Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation and the investment(s) it is considering, an investment in the Notes and
the impact the Notes will have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant
Notes, including where the currency for principal or interest payments is different from the potential
investor's currency;
(iv)
understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of financial
markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
The following is a disclosure of risk factors that are material to each Issuer and that may affect each
Issuer's ability to fulfill its obligations under the Notes or the Guarantee, as the case may be. Potential
investors should consider these risk factors before deciding to purchase Notes issued under the
Programme. Investors may lose the value of their entire investment or part of it in the event one or
more of the risks regarding the Issuer described below materialises.
Risk Factors regarding the Issuer and the Guarantor
The risk factors regarding the Issuer and the Guarantor are presented in the following categories with
the most material risk factor presented first in each category:
·
Industry, Competition and Strategy
·
Regulation
·
Operational
·
Brand, Communication and Reputation
·
Litigation and Anti-Trust Proceedings
·
Financial
·
Deutsche Telekom International Finance B.V.
1) Industry, Competition and Strategy
Deutsche Telekom faces intense competition in all areas of its business, which could lead to reduced
prices for its products and services and a decrease in market share in certain service areas, thereby
adversely affecting Deutsche Telekom's revenues and net profit.
Competitive pressure is expected to continue in Germany and Europe and Deutsche Telekom is expecting
market prices for mobile voice telephony and mobile data services to continually decrease. Competition could
also increase in the US as the wireless industry shifts away from service contracts and market saturation
leads to an increased war for customers. This would adversely affect Deutsche Telekom's competitive
position in the US market and its ability to grow. All segments would be affected by new market entrants such
as major internet and consumer electronics industry players as well as regional network operators that could
continue to increase their market share. Smaller competitors could take unforeseen and aggressive pricing
measures. Current competitors can win new customers by cutting prices and offering limited or even unlimited
discounts. Deutsche Telekom Systems Solutions operating segment also faces challenges. Continued strong
7

competition and persistent price erosion are adversely affecting traditional ICT business. In addition, the
technological shift toward cloud solutions and digitalisation in the IT sector is prompting new, strongly
capitalised, competitors to enter the market. Therefore, Deutsche Telekom continues to be threatened by
further losses in market share as well as falling margins. This in turn lead to lower revenues, cash flows and
worsen the overall financial condition and reputation of Deutsche Telekom.
Weaker economic prospects and political uncertainties could adversely affect Deutsche Telekom's
customers' purchases of products and services in each of the operating segments, which could have
a negative impact on the operating results and overall financial condition of Deutsche Telekom.
Political uncertainties and geopolitical crises fuel economic and political developments negatively and pose a
risk to future economic growth. This means that any of Deutsche Telekom's footprint countries that would be
affected by such actual or even possible growth slowdown as private and business customers would decrease
their consumption of telecommunication services. This in turn lead to lower revenues, cash flows and worsen
the overall financial condition and reputation of Deutsche Telekom.
Deutsche Telekom is exposed to the economic effects of pandemic outbreaks, which could delay
or reduce cash flow or reduce the usage of its products and services. Furthermore, it could lead
to delays in network upgrading and supply chains thereby adversely affecting Deutsche
Telekom's revenues and net profit.
The COVID-19 pandemic is an ongoing crisis with no recent historical precedent, bringing great
uncertainty on the economy and the respective impacts on Deutsche Telekom's business and financial
results. This includes but is not limited to a decline of roaming volumes, lower subscriber growth,
increasing bad debt of business and consumer subscribers. As COVID-19 continues to spread, it is
expected to have significant negative effects on network improvements and maintenance, procurement
and the supply chain. As other similar pandemic outbreaks are possible in the future, similar effects
could impact Deutsche Telekom at any time resulting in fal ing margins, lower revenues or delays in
cash flows. This would ultimately worsen the overal financial condition and possibly even the reputation
of Deutsche Telekom.
A substantive or temporal deviation from planned measures for strategic transformation and
integration may reduce its benefits and this could negatively impact Deutsche Telekom's business
situation, financial position and operational results.
Deutsche Telekom is in a continuous process of strategic adjustments and cost-cutting initiatives. If Deutsche
Telekom is unable to implement these projects as planned, the benefits could be less than originally estimated
or arrive later than expected or even not at all. Also, merger related integration of operational areas as well
as fulfilment of various conditions imposed by the authorities are complex and could jeopardize the realization
of planned synergies. Each of these factors, individually or combined, could have a negative impact on
revenues, cash flows and worsen the overall financial condition and reputation of Deutsche Telekom.
Deutsche Telekom may not realise either the expected level of demand for its new/existing products
and services, or the expected level and timing of revenues generated by those products and services,
on account of the lack of market acceptance or technological change, which could adversely affect
Deutsche Telekom's cash flows.
Deutsche Telekom may not succeed in making customers sufficiently aware of existing and future value-
added services or in creating customer acceptance of these services at the prices Deutsche Telekom would
want to charge. A lack of market acceptance for these new products and services could be fueled by an
unwillingness to pay for such additional features.
Furthermore, as innovation cycles continue to shrink, they confront the telecommunications sector with the
challenge of bringing out new products and services at ever shorter intervals. New technologies are
superseding existing technologies, products, or services in part, in some cases even completely. This would
lead to lower prices and revenues in both voice and data traffic. This in turn could lead to lower revenues,
cash flows and worsen the overall financial condition and reputation of Deutsche Telekom.
Deutsche Telekom regularly engages in large-scale programs to reshape the information technology
("IT") and network infrastructure to adapt to changing customer needs and organisational and
accounting requirements. The implementation of any of these programs may require substantial
investments and failure to effectively plan and monitor them would lead to misallocations of
resources and impaired processes with negative consequences for Deutsche Telekom's operations.
Deutsche Telekom's IT and network resources and infrastructure is the basis for innovative
telecommunications products and services that Deutsche Telekom offers or plans to offer in the future. As
Deutsche Telekom replaces the various architectures, access types and services with a standardised
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architecture, the enormous complexity of the implementation of this IT initiative, malfunctions, connectivity
issues, implementation delays, inadequate planning and management and other unforeseen problems could
result in costly process impairments and remediation and possible extended down-times of IT processes.
These problems may hamper the attainment of Deutsche Telekom's goals in terms of cost savings and quality
improvements. In addition, one of Deutsche Telekom's most important IT programs deals with the long-term
development and implementation of a comprehensive IP platform that will support both fixed-line and mobile
telephony services. This means that the traditional platform will be completely replaced by an IP-based
system. Upon implementing this joint IP platform, Deutsche Telekom's IT systems will be subject to hacker
attacks, "spam calls" and other disruptions. These risks could lead to a temporary interruption of Deutsche
Telekom's IT resources and, as a result, impair the performance of Deutsche Telekom's technical
infrastructure. Additionally, if Deutsche Telekom is not ready in time to exploit the benefits of technological
advances, it could experience a decline in demand for its services. System failures, security breaches, data
protection violations, disruption of operations and unauthorised use or impairment of Deutsche Telekom
network and other systems could damage Deutsche Telekom's reputation, increase costs and negatively
impact revenues, cash flows and worsen the overall financial condition of Deutsche Telekom.
2) Regulation
Deutsche Telekom operates in heavily regulated business environments. Respective decisions that
regulatory authorities impose on Deutsche Telekom restrict flexibility in managing its business and
can force it to offer their services to competitors or reduce their prices for products and services.
This will reduce Deutsche Telekom's revenues and also market share.
Deutsche Telekom AG and its international subsidiaries are subject to market regulation. The national
regulatory authorities have extensive powers and can intervene in product design and pricing. In addition, the
European Commission issues recommendations, which must be taken into account by the national regulatory
authorities. Regulatory interventions are difficult to anticipate and therefore can disrupt financial forecasting.
These regulatory interventions wil continue to impact both fixed-network and mobile markets (including
wholesale offerings) in the medium and long term. Media products are also subject to European and national
regulations in respect to copyright and responsibility for published content. Regulatory bodies can enforce the
regulation but also impose fines in cases of non-compliance. These regulatory risks (for example
unfavourable auction rules and frequency usage requirements, international roaming, net neutrality and
universal service) will in turn lead to lower revenues, cash flows and worsen the overall financial condition
and reputation of Deutsche Telekom.
3) Operational
Shortcomings in Deutsche Telekom's supplier selection and procurement process could negatively
affect its product portfolio, revenues and profits.
As a service provider, an operator and provider of telecommunications and IT products, Deutsche Telekom
cooperates with a variety of suppliers of technical components, such as software, hardware, transmission
systems, switching systems, outside plant, and terminal equipment.
Supply risks cannot be entirely ruled out. The dependence on individual suppliers or from individual vendors'
defaulting can increase. Governments prohibiting the purchase, use and/or replacement of specific vendor or
supplier products, delivery bottlenecks, price increases, changes in the prevailing economic conditions or
suppliers' product strategies may have a negative impact on Deutsche Telekom's supply chain management
and business processes. Additionally, recent security concerns prohibiting the partial or complete use of
technology or products from critical vendors in Deutsche Telekom's networks would result in an intensive
process of replacing such technology or products. These effects could increase Deutsche Telekom's costs
and negatively impact revenues, cash flows and significantly worsen the overall financial condition and
reputation of Deutsche Telekom.
System failures due to natural or man-made disruptions and loss of data could result in reduced user
traffic and reduced revenues and could harm Deutsche Telekom's reputation and financial results.
Deutsche Telekom's information/network technology infrastructure is complex and is being constantly
expanded and upgraded. Outages in the current and future technical infrastructure arising from natural
disasters, such as fire, or man-made disruptions, such as unauthorised access, are possible and would cause
interruptions to any business processes, products or services. Remediation costs could include liability for
information loss or repairing infrastructure and systems. Furthermore, Deutsche Telekom's products and
services are subject to data privacy and data security especially in connection with unauthorised access to
customer, partner or employee data. Data privacy regulation requirements are increasing over time, but also
data security is vulnerable as IT security challenges are multiplying as cyber crime and industrial espionage
are on the rise. These effects could increase Deutsche Telekom's costs and negatively impact revenues,
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cash flows and worsen the overall financial condition and reputation of Deutsche Telekom.
Failure to achieve the planned reduction and restructuring of personnel or the human resources-
related cost-savings goals could negatively affect the reputation and achievement of Deutsche
Telekom's financial objectives and profitability.
Deutsche Telekom continues to use socially responsible measures to restructure the workforce in the Group,
essentially by means of voluntary redundancies, partial and early retirement, and employment opportunities
for civil servants and employees. If staff restructuring measures are not possible to implement as planned or
at all, they could have a negative impact on revenues, cash flows and worsen the overall financial condition
and reputation of Deutsche Telekom.
As a result of dispositions of certain non-core businesses in Germany, there is an increased risk of
return of civil servants transferred out of Deutsche Telekom Group, which could have a negative
impact on the staff and cost reduction objectives.
When Group entities that employ civil servants are disposed of, it is generally possible to continue to employ
them at the Group entity to be sold, provided the civil servant agrees or submits an application to be employed
at the respective unit in future. However, they may return to Deutsche Telekom from a sold entity or if a
company is not able to offer them jobs. This would increase Deutsche Telekom's costs and negatively impact
revenues, cash flows and worsen the overall financial condition and reputation of Deutsche Telekom.
4) Brand, Communication and Reputation
Potential breaches of compliance requirements (including data protection) or the identification of
material weaknesses in Deutsche Telekom's internal control over financial reporting may have an
adverse impact on Deutsche Telekom's corporate reputation, financial condition and the trading price
of its securities.
In general, compliance requirements (including data protection) for publicly-traded companies and, in
particular, the investigation of potential breaches and corporate misconduct are increasing and leading to
major financial implications for the companies concerned. At the same time, the legal framework governing
the monitoring of companies is becoming more comprehensive, which increases the liability for executive
bodies and associated costs. These risks and their related consequences wil continue to exist and measures
to remediate any identified shortcomings in its internal controls over financial reporting, activities of this kind
may involve significant effort and expense, and disclosure of any failures, material weakness or other
conditions, may result in a deterioration of Deutsche Telekom's corporate image and negative market
reactions, which in turn may negatively affect the trading price of Deutsche Telekom's securities.
An unforeseeable negative media report on products and services or corporate activities and
responsibilities of Deutsche Telekom Group can have a huge impact on the reputation, the standing
and the brand image of Deutsche Telekom Group.
An unforeseeable negative media report on products and services or corporate activities and responsibilities
of Deutsche Telekom arising from ecological or social aspects or from the management of Deutsche Telekom
can have a material impact on the reputation, the standing and the brand image of Deutsche Telekom. Social
networks have made it possible that such information and opinions can spread much more quickly and
extensively than they could just a few years ago. Ultimately, negative reports can result in a deterioration of
Deutsche Telekom's revenues or corporate image and increase negative market reactions, which in turn may
negatively affect the trading price of Deutsche Telekom's securities.
Developments in the telecommunications sector have resulted, and may in the future result, in
substantial write-downs of the carrying value of certain of Deutsche Telekom's assets.
The value of the assets of Deutsche Telekom AG and its subsidiaries depends on changes in the respective
economic, regulatory, business or political environments. These changes could negatively affect the value of
goodwill, intangible assets or property, plant and equipment, investments accounted for using the equity
method, or other financial assets. Any of these impairment losses could impact to a considerable extent
Deutsche Telekom's results and could worsen the overall financial condition, which in turn may negatively
affect the trading price of Deutsche Telekom's securities.
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