Prospectus-Final (clean) - Malta Financial Services Authority

Terms and ConditionsThis Series of Notes is issued pursuant to an Amended and Restated Agency Agreement, dated3 May 2012 (the "Agency Agreement") between Deutsche Telekom AG ("Deutsche Telekom"),Deutsche Telekom International Finance B.V. ("Finance"), Deutsche Bank Aktiengesellschaft, asfiscal agent and paying agent (the "Fiscal Agent" which expression shall include any successor fiscalagent) and the other paying agents named therein (together with the Fiscal Agent, the "PayingAgents", which expression shall include any successor or additional paying agents), [in the case ofNotes issued by Finance: The Notes have the benefit of an unconditional and irrevocable guarantee(the "Guarantee") by Deutsche Telekom (the "Guarantor").]in the case of Long-Form Conditions insert:[The provisions of these Terms and Conditions apply to the Notes as completed, modified,supplemented or replaced, in whole or in part, by the terms of the final terms which are attachedhereto (the "Final Terms"). The blanks in the provisions of these Terms and Conditions which areapplicable to the Notes shall be deemed to be completed by the information contained in the FinalTerms as if such information were inserted in the blanks of such provisions; any provisions of the FinalTerms modifying, supplementing or replacing, in whole or in part, the provisions of these Terms andConditions shall be deemed to so modify, supplement or replace the provisions of these Terms andConditions; alternative or optional provisions of these Terms and Conditions as to which thecorresponding provisions of the Final Terms are not completed or are deleted shall be deemed to bedeleted from these Terms and Conditions; and all provisions of these Terms and Conditions which areinapplicable to the Notes (including instructions, explanatory notes and texts set out in squarebrackets) shall be deemed to be deleted from these Terms and Conditions, as required to give effectto the terms of the Final Terms. Copies of the Final Terms may be obtained free of charge at thespecified offices of the Paying Agents; provided that, in the case of Notes which are not listed on anystock exchange, copies of the relevant Final Terms will only be made available to Holders of suchNotes.]TERMS AND CONDITIONS OF THE NOTESEnglish Language Version§ 1Currency, Denomination, Form and Title, Certain Definitions(1) Currency and Denomination. This Series of Notes of [ ] (the "Issuer" is issued in [ ] (the "SpecifiedCurrency") in the aggregate principal amount of [in case the Global Note is an NGN insert: (subjectto § 1 [(8)])] [insert aggregate principal amount] and is divided into [[ ] Notes in the principalamount of [ ],] [[ ] Notes in the principal amount of [ ]] [and] [ ] Notes in the principal amount of [ ] (the"Specified Denomination[s]").in the case of a Temporary Global Note which is exchangeable for Definitive Notes:[(2) Definitive Notes. Individual Notes in definitive form ("Definitive Notes") [shall have [interestcoupons ("Coupons")] [and talons ("Talons") for further Coupons] [and] [payment receipts("Receipts") in respect of the instalments of principal payable] attached on initial delivery and] shall beserially numbered.][(3)] Form and Title. The Notes [and Coupons] are in bearer form and represented by one or moreglobal notes (each a "Global Note"). Title to the Notes [and Coupons] [and the rights evidenced byReceipts] shall pass in accordance with the rules of applicable law. Neither the Issuer [in the case ofNotes issued by Finance: nor the Guarantor] nor the Fiscal Agent nor any Paying Agent is obliged toexamine the title of any person presenting Notes [or Coupons] [or Receipts].in the case of Notes which are initially represented by a Temporary Global Note:[[(4)] Temporary Global Note - Exchange.(a)The Notes are initially represented by a temporary global Note (the "Temporary Global Note")[in the case of Notes other than Zero Coupon Notes insert: without coupons]. TheTemporary Global Note will be exchangeable, as provided below, for [if Temporary Global129