Prospectus-Final (clean) - Malta Financial Services Authority

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[For purposes of subparagraph (2) of this § 6 and § 10, the Early Redemption Amount of a Note shallbe [its <strong>Final</strong> Redemption Amount] [other Redemption Amount - provide details].]in the case of Zero Coupon Notes insert:[(a)(b)(c)For purposes of subparagraph (2) of this § 6 and § 10, the Early Redemption Amount of aNote shall be equal to the Amortised Face Amount of the Note.The Amortised Face Amount of a Note shall be an amount equal to the sum of:(i)(ii)[insert Reference Price] (the "Reference Price"), andthe product of [insert Amortisation Yield] (compounded annually) and the ReferencePrice from (and including) [insert Issue Date] to (but excluding) the date fixed forredemption or (as the case may be) the date upon which the Notes become due andpayable.Where such calculation is to be made for a period which is not a whole number of years, thecalculation in respect of the period of less than a full year (the "Calculation Period") shall bemade on the basis of the Day Count Fraction (as defined in § 4).If the Issuer fails to pay the Early Redemption Amount when due, the Amortised Face Amountof a Note shall be calculated as provided herein, except that references in subparagraph (ii)above to the date fixed for redemption or the date on which such Note becomes due andrepayable shall refer to the earlier of (i) the date on which upon due presentation andsurrender of the relevant Note (if required), payment is made, and (ii) the fourteenth day afternotice has been given by the Fiscal Agent in accordance with § 13 that the funds required forredemption have been provided to the Fiscal Agent.][In the case of Index-linked Notes,Credit Linked Notes, Dual Currency Notes or other structuredNotes insert all applicable provisions regarding redemption herein.]§ 7Fiscal Agent[,] [and] Paying Agents [and Calculation Agent](1) Appointment; Specified Offices. The initial Fiscal Agent[,] [and] Paying Agents [and the CalculationAgent] and their respective initial specified offices are:Fiscal Agent and Principal Paying Agent:Deutsche Bank AktiengesellschaftTrust & Securities <strong>Services</strong> (TSS)Große Gallusstraße 10-1460272 Frankfurt am MainFederal Republic of GermanyPaying Agent[s]:Deutsche Bank Luxembourg S.A.2 boulevard Konrad Adenauer1115 LuxembourgLuxembourg[Calculation Agent][insert other Paying Agents and specified offices][insert name and specified office][insert name and specified office]The Fiscal Agent[,] [and] the Paying Agent[s] [and the Calculation Agent] reserve the right at any timeto 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 orterminate the appointment of the Fiscal Agent or any Paying Agent [or the Calculation Agent] and toappoint another Fiscal Agent or additional or other Paying Agents [or another Calculation Agent]. TheIssuer shall at all times maintain (i) a Fiscal Agent[,] [and] (ii) a Paying Agent in addition to the FiscalAgent with a specified office in a continental European city and outside Germany [in the case ofNotes listed on a stock exchange insert: [,] [and] (iii) so long as the Notes are listed on the [name142
of Stock Exchange], a Paying Agent (which may be the Fiscal Agent) with a specified office in[location of Stock Exchange] and/or in such other place as may be required by the rules of suchstock exchange] [in the case of Notes denominated in U.S. dollars insert: [,] [and] [(iv)] in thecircumstances described in § 5 (3), a Paying Agent with a specified office in New York City] [if anyCalculation Agent is to be appointed, insert [,] [and] [(v)] a Calculation Agent [insert ifCalculation Agent is required to maintain a specified office in a required location: with aspecified office located in [insert required location]], [in the case of Definitive Notes insert: TheIssuer shall at all times maintain a Paying Agent in a Member State of the European Union that will not beobliged to deduct or withhold tax pursuant to the Council Directive 2003/48/EC on taxation of savingsincome in the form of interest payments which was approved by the Council of the European Union on3 June 2003 or any law implementing or complying with, or introduced in order to conform to, such directive,to the extent this is possible in a Member State of the European Union.] Any variation, termination,appointment or change shall only take effect (other than in the case of insolvency, when it shall be ofimmediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have beengiven to the Holders in accordance with § 13.(3) Agent of the Issuer. The Fiscal Agent[,] [and] [the Paying Agent[s]] [and the Calculation Agent]act[s] solely as the agent[s] of the Issuer and [does] [do] not assume any obligations towards orrelationship of agency or trust for any Holder.§ 8TaxationPrincipal and interest shall be payable by the Issuer without deduction or withholding for or on accountof any present or future taxes, duties or governmental charges of any nature whatsoever imposed,levied or collected by or in or on behalf of [in the case of Notes being issued by Finance insert:The Netherlands or] Germany or by or on behalf of any political subdivision or authority therein havingpower to tax (hereinafter together called "Withholding Taxes"), unless such deduction or withholdingis required by law. In such event, the Issuer shall pay such additional amounts of principal and interestas may be necessary in order that the net amounts received by the Holder after such deduction orwithholding shall equal the respective amounts of principal and interest which would have beenreceivable had no such deduction or withholding been required. No such additional amounts shall,however, be payable on account of any taxes, duties or governmental charges which(a)(b)(c)(d)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 Issuerfrom payments of principal or interest made by it; orare payable by reason of the Holder having, or having had, some personal or businessconnection with [in the case of Notes being issued by Finance insert: The Netherlands or]Germany and not merely by reason of the fact that payments in respect of the Notes are, orfor purposes of taxation are deemed to be, derived from sources in, or are secured in, [in thecase of Notes being issued by Finance insert: The Netherlands or] Germany; orare deducted or withheld pursuant to (i) any European Union directive or regulationconcerning the taxation of interest income, or (ii) any international treaty or understandingrelating to such taxation and to which Germany [in the case of Notes being issued byFinance insert:, The Netherlands] or the European Union is a party, or (iii) any provision oflaw implementing, or complying with, or introduced to conform with such directive, regulation,treaty or understanding; orare payable by reason of a change in law that becomes effective more than 30 days after therelevant payment of principal or interest becomes due, or is duly provided for, and noticethereof is published in accordance with the Conditions whichever occurs later [.] [;or]In the case of Definitive Notes insert:[(e)(f)are deducted or withheld by a Paying Agent from a payment if the payment could have beenmade by another Paying Agent without such deduction or withholding; orwould not be payable if the Notes had been kept in safe custody with, and the payments hadbeen collected by, a banking institution.]143
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Debt Issuance Programme ProspectusD
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Responsibility StatementDeutsche Te
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to form and content, and all rights
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Maturities:Form of Notes:Fixed Rate
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Summary in respect of Risk FactorsR
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Notes may not be a suitable investm
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Internationalisation and Sustainabi
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German Translation of the SummaryDi
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Besteuerung:Vorzeitige Rückzahlung
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Zusammenfassung der RisikofaktorenZ
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Zusammenfassung der Risikofaktoren
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Unternehmen aus diesem Grund zusamm
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Risk FactorsProspective investors s
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markets. These developments could,
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consumer regulation at the federal
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Existing mobile substitution effect
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exacerbated by the global economic
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are subject to several individual l
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While Deutsche Telekom believes tha
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exposed to the risk of an unfavoura
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principal under such Notes may even
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Statement of cash flows (page 9 in
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otherwise agreed between the Issuer
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DESCRIPTION OF BUSINESSGroup Organi
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In February 2011, T-Mobile Czech Re
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2010. The demand for ever-faster da
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Special Requirements Applicable to
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Local Loop AccessDeutsche Telekom h
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Incumbent network operators are obl
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(e.g., avoid disclosure or blocking
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PTC as Deutsche Telekom clarified t
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combinations of businesses where De
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For more information on the effects
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• Other operating expenses increa
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345Includes expense relating to a c
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investment levels to remain approxi
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products and technologies, these in
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Reconciliation of Net Debt31 Dec. 2
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Deutsche Telekom's cash outflows fo
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1In addition to the fixed-network l
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Development of Operations2011 2010
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to upgrade its mobile network, prov
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Czech Republic. Deutsche Telekom ha
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decrease mobile termination rates,
Page 91 and 92: The decrease in adjusted EBITDA in
Page 93 and 94: In 2011, the United States operatin
Page 95 and 96: The increase in total revenue in 20
Page 97 and 98: solutions. It also manages and deve
Page 99 and 100: In 2010, T-Systems substantially ex
Page 101 and 102: 2011 2010 Change ChangeOf which: Vi
Page 103 and 104: conditions for additional capital m
Page 105 and 106: For additional information on the c
Page 107 and 108: Employees in the Group 31 Dec. 2011
Page 109 and 110: Civil servants employed by Deutsche
Page 111 and 112: Selected Financial InformationDeuts
Page 113 and 114: (Vorlagebeschluesse) with respect t
Page 115 and 116: Court of Justice annulled these jud
Page 117 and 118: having to pay license fees and comp
Page 119 and 120: Civil ServantsIn November 2004, Ger
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Page 123 and 124: Group Accounting manages the proces
Page 125 and 126: Deutsche Telekom International Fina
Page 127 and 128: Statement of comprehensive incometh
Page 129 and 130: Terms and ConditionsThis Series of
Page 131 and 132: "Global Note" means [the/any] [Temp
Page 133 and 134: interest shall continue to accrue o
Page 135 and 136: 7 February 1992), the Amsterdam Tre
Page 137 and 138: Period is a day other than the 30th
Page 139 and 140: [in the case of Definitive Notes in
Page 141: ([4]) of this § 6.](b)Notice of re
Page 145 and 146: (f)(g)the Issuer [in the case of No
Page 147 and 148: § 14[(5)] to the Agent. Such notic
Page 149 and 150: Garantin] noch der Fiscal Agent ode
Page 151 and 152: Bei Rückzahlung oder Zahlung einer
Page 153 and 154: (b)Fällt ein Zinszahlungstag auf e
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Page 159 and 160: Für diese Zwecke bezeichnet "Zahlt
Page 161 and 162: Eine solche Kündigung darf allerdi
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Page 165 and 166: [(e)(f)von einer Zahlstelle abgezog
Page 167 and 168: (b)(c)(d)die Nachfolgeschuldnerin a
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Page 171 and 172: (d)(e)(f)(iii)(iv)(v)(vi)by reason
Page 173 and 174: Non-binding translation of the Guar
Page 175 and 176: ganz oder teilweise in irgendeiner
Page 177 and 178: Tag der Begebung: [ ]These are the
Page 179 and 180: CURRENCY, DENOMINATION, FORM AND TI
Page 181 and 182: INTEREST (§ 4) 8ZINSEN (§ 4)o Fix
Page 183 and 184: oooooo ISDA Determination 9ISDA-Fes
Page 185 and 186: Instalment Amount(s)Rate(n) [ ]Earl
Page 187 and 188: GOVERNING LAW (§ 14)ANWENDBARES RE
Page 189 and 190: German Securities Code [ ]Deutsche
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Various categories of potential inv
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Commissions 29ProvisionenManagement
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Die Emittentin hat die Informatione
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Payment of the flat income tax will
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Kingdom of the Netherlands.Where th
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ResidentsAccording to the law of 23
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(c)account or benefit of, U.S. pers
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4. United KingdomEach Dealer has re
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Names and AdressesIssuersDeutsche T
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2010 2010PricewaterhouseCoopers Akt
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Prospectus-Final (clean) - Malta Financial Services Authority

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