Prospectus-Final (clean) - Malta Financial Services Authority

I. GeneralGeneral Description of the ProgrammeUnder this EUR 25,000,000,000 Debt Issuance Programme, Deutsche Telekom and Finance mayfrom time to time issue notes, (the "Notes"). The maximum aggregate principal amount of the Notesfrom time to time outstanding under the Programme will not exceed EUR 25,000,000,000 (or itsequivalent in any other currency). The Issuers may increase the amount of the Programme inaccordance 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 duepayment of the amounts corresponding to the principal of and interest on the Notes issued byDeutsche Telekom International Finance B.V. 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 additionalDealer appointed under the Programme from time to time by the Issuer(s), which appointment may befor a specific issue or on an ongoing basis. Notes may be distributed by way of public or privateplacements and, in each case, on a syndicated or non-syndicated basis. The method of distribution ofeach Tranche will be stated in the relevant Final Terms.Notes will be issued in tranches (each a "Tranche"), each Tranche consisting of Notes which areidentical in all respects. One or more Tranches, which are expressed to be consolidated and forming asingle series and identical in all respects, except for issue dates, interest commencement dates and/orissue prices may form a series ("Series") of Notes. Further Notes may be issued as part of existingSeries. The specific terms governing each Tranche (which will be supplemented, where necessary,with supplemental terms and conditions) will be set forth in the applicable Final Terms.Notes will be issued in such denominations as may be agreed between the relevant Issuer and therelevant Dealer(s) and as indicated in the applicable Final Terms save that the minimum denominationof the Notes will be, if in euro, EUR 1,000 and if in any currency other than euro, in an amount in suchother currency nearly equivalent to EUR 1,000 at the time of the issue of the Notes. The minimumdenomination of the Notes may be smaller than EUR 1,000 if the Notes are not listed or are listed onan unregulated market and may not be part of any public offer.Notes may be issued at an issue price which is at par or at a discount to, or premium over, par.Unless otherwise permitted by then current laws and regulations, Notes in respect of which the issueproceeds are to be accepted by the Issuer in the United Kingdom will have a minimum redemptionamount of GBP 100,000 (or its equivalent in other currencies), unless such Notes may not beredeemed 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 admitsuch Notes to trading on the Regulated Market of the Luxembourg Stock Exchange. Notes issuedunder the Programme may also be listed on such other or further stock exchange(s) as may beagreed between the relevant Issuer and the relevant Dealer(s) in relation to each Series. Under theProgramme notes may also be issued which will not be listed on any Stock Exchange.II. Issue ProceduresGeneralThe Issuer and the relevant Dealer(s) will agree on the terms and conditions applicable to eachTranche (the "Conditions"), which will be constituted by the Terms and Conditions as completed,modified, supplemented or replaced by the provisions of the applicable Final Terms as providedbelow. The Final Terms relating to each Tranche will specify:- whether the Conditions are to be Long-Form Conditions or Integrated Conditions (each asdescribed below); and- whether the Conditions will be in the English language or the German language or both (and, ifboth, whether the English language version or the German language version is controlling).As to the controlling language of the respective Conditions, the Issuer anticipates that, in general,subject to any stock exchange or legal requirements applicable from time to time, and unless46