Prospectus-Final (clean) - Malta Financial Services Authority

WHEREAS:GuaranteeandNegative PledgeofDEUTSCHE TELEKOM AGBonn, Federal Republic of Germany,for the benefit of the Holders of Notes (the "Notes")issued byDeutsche Telekom International Finance B.V.(incorporated with limited liability in The Netherlands)under the Debt Issuance Programme (the "Programme")as in force from time to time(A) Deutsche Telekom AG (the "Guarantor") and Deutsche Telekom International Finance B.V.("Finance") intend to issue from time to time Notes under the Programme;(B) the Guarantor wishes to guarantee the payment of principal and interest and any other amountspayable in respect of any and all Notes that may be issued by Finance under the Programme;(C) the Guarantor wishes to enter into a negative pledge for the benefit of each Holder of Notes thatmay be issued by Finance under the Programme;IT IS AGREED AS FOLLOWS:(1) (a) The Guarantor unconditionally and irrevocably guarantees to the holder of each Note(which expression shall include any Temporary Global Note or Permanent GlobalNote representing Notes), Coupon or Receipt (each a "Holder"), now or at any timehereafter issued by Finance under the Programme, the due and punctual payment ofthe principal of, and interest on, the Notes, Coupons or Receipts, and any otheramounts which may be expressed to be payable under any Note, Coupon or Receipt,in accordance with the Conditions, as and when the same shall become due inaccordance with the Conditions.(b)(c)This Guarantee constitutes an unconditional, unsecured and unsubordinatedobligation of the Guarantor and ranks pari passu with all other unsecured andunsubordinated obligations of the Guarantor from time to time outstanding.All payments under this Guarantee shall be made without deduction or withholding foror on account of any present or future taxes, duties or governmental charges of anynature whatsoever imposed, levied or collected by or in or on behalf of the FederalRepublic of Germany or by or on behalf of any political subdivision or authority thereinhaving power to tax (hereinafter together called "Withholding Taxes"), unless suchdeduction or withholding is required by law. In such event, the Guarantor shall paysuch additional amounts as may be necessary in order that the net amounts receivedby the Holder after such deduction or withholding shall equal the respective amountsof principal and interest which would have been receivable had no such deduction orwithholding been required. No such additional amounts shall, however, be payable onaccount of any taxes, duties or governmental charges which(i)(ii)are payable by any person acting as custodian bank or collecting agent onbehalf of a Holder, or otherwise in any manner which does not constitute adeduction or withholding by the Guarantor from payments made by it; orare payable by reason of the Holder having, or having had, some personal orbusiness connection with the Federal Republic of Germany and not merely170