Prospectus-Final (clean) - Malta Financial Services Authority

23 September 2011, respectively. This resulted in treasury shares in the amount of EUR 1 millionbeing deducted from issued capital (imputed value of EUR 2.56 per share) and the retained earningsof the Group decreased by EUR 2 million.For more information, please refer to the note 15 to Deutsche Telekom's consolidated financialstatements as of and for the year ended 31 December 2011, included by reference in this Prospectus.Main Agreements that Include a Change in Control ClauseThe main agreements entered into by Deutsche Telekom AG, which include a change in controlclause, principally relate to Deutsche Telekom's bilateral credit lines and several loan agreements. Inthe event of a takeover, each individual lender has the right to terminate its respective credit line and,if necessary, serve notice or demand repayment of the loans. A takeover is assumed when a thirdparty, which can also be a group acting jointly, acquires control over Deutsche Telekom AG.In addition, the other members of the Toll Collect consortium, Daimler Financial Services AG andCofiroute SA, have a call option in the event that the ownership structure of Deutsche Telekom AGchanges such that over 50% of its share capital or voting rights are held by a new shareholder and thischange was not approved by the other members of the consortium.Should Deutsche Telekom AG be taken over by another company that is not a telecommunicationscompany based in the European Union or the United States of a similar size and stature to DeutscheTelekom's company, the Hellenic Republic has the right to purchase from Deutsche Telekom all theshares Deutsche Telekom owns in OTE. For this purpose, Deutsche Telekom shall be deemed tohave been taken over if one or several entities, with the exception of the Federal Republic ofGermany, directly or indirectly acquires 35% of the voting rights in Deutsche Telekom's company.When establishing the Everything Everywhere joint venture in the United Kingdom, Deutsche Telekomand France Télécom S.A. agreed that if Deutsche Telekom comes under the controlling influence of athird party, France Télécom will be exempted from all the restrictions imposed on the shareholders inthe joint venture agreement with regard to a transfer of their shares. However, even in this event,transferring shares to competitors remains prohibited.In the master agreement establishing the procurement joint venture BUYIN in Belgium, DeutscheTelekom AG and France Télécom S.A./Atlas Services Belgium S.A. agreed that if Deutsche Telekomor France Télécom comes under the controlling influence of a third party or if a third party that is notpart of the France Télécom group of companies acquires shares in Atlas Services Belgium S.A., theother party to the master agreement can terminate the master agreement with immediate effect.Accounting-Related Internal Control SystemDeutsche Telekom's internal control system, or ICS, is based on the internationally recognised COSOframework (The Committee of Sponsoring Organisations of the Treadway Commission) InternalControl – Integrated Framework. Deutsche Telekom's Audit Committee monitors the effectiveness ofthe ICS – as required pursuant to the German Accounting Law Modernisation Act by § 107 (3)sentence 2 of the German Stock Corporation Act. The Board of Management has the responsibility todefine the scope and structure of the ICS at its discretion.Internal Audit is in charge of independently reviewing the effectiveness of the ICS in the Group and atDeutsche Telekom AG, and, to comply with this task, has comprehensive information, audit andaccess rights. It is generally true of any ICS that regardless of how it is specifically structured therecan be no absolute guarantee that it will achieve its objectives. Regarding the accounting-related ICS,there can therefore only ever be relative certainty, but no absolute certainty that material accountingmisstatements can be prevented or detected. In addition, external auditors conduct a risk-orientedaudit to verify the effectiveness of those parts of the ICS that are relevant to financial reporting.The accounting-related ICS, which is periodically refined, comprises the principles, methods, andmeasures used to ensure compliant accounting.The accounting-related ICS targets the consolidated financial statements of Deutsche Telekom beingprepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by theEuropean Union (EU), as well as with the regulations under commercial law as set forth in § 315a (1)of the German Commercial Code. Another objective of the accounting-related ICS is the preparation ofannual financial statements of Deutsche Telekom AG in accordance with German GAAP.122