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 <strong>Final</strong> 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 <strong>Final</strong> 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 <strong>Final</strong> 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 <strong>Final</strong> Terms as providedbelow. The <strong>Final</strong> 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
otherwise agreed between the Issuer and the relevant Dealer(s):- In the case of Notes publicly offered, in whole or in part, in Germany or initially distributed, inwhole or in part, to non-qualified investors in Germany, German will be the controllinglanguage. If, in the event of such public offer or distribution to non-qualified investors, however,English is chosen as controlling language, a German language translation of the Conditions willbe available from the respective offices of the Paying Agent in Germany and the Issuer,specified under "Names and Addresses" below.As to whether the conditions are documented as Long-Form Conditions or Integrated Conditions thefollowing applies:- Integrated Conditions will be required where the Notes are to be publicly offered, in whole or inpart, or to be initially distributed, in whole or in part, to non-qualified investors.- In all other cases, the Issuer may elect to use Long-Form Conditions or Integrated Conditions.Long-Form ConditionsIf the <strong>Final</strong> Terms specify that Long-Form Conditions are to apply to the Notes, the provisions of theapplicable <strong>Final</strong> Terms and the Terms and Conditions, taken together, shall constitute the Conditions.Such Conditions will be constituted as follows:- the blanks in the provisions of the Terms and Conditions which are applicable to the Notes willbe deemed to be completed by the information contained in the <strong>Final</strong> Terms as if suchinformation were inserted in the blanks of such provisions;- the Terms and Conditions will be modified, supplemented or replaced by the text of anyprovisions of the <strong>Final</strong> Terms modifying, supplementing or replacing, in whole or in part, theprovisions of the Terms and Conditions;- alternative or optional provisions of the Terms and Conditions as to which the correspondingprovisions of the <strong>Final</strong> Terms are not completed or are deleted will be deemed to be deletedfrom the Conditions; and- all instructions and explanatory notes set out in square brackets in the Terms and Conditionsand any footnotes and explanatory text in the <strong>Final</strong> Terms will be deemed to be deleted fromthe Conditions.Where Long-Form Conditions apply, each Global Note representing the Notes of the relevant Serieswill have the <strong>Final</strong> Terms and the Terms and Conditions attached. If Definitive Notes are delivered inrespect of the Notes of such Series, they will have endorsed thereon either (i) the <strong>Final</strong> Terms and theTerms and Conditions in full, (ii) the <strong>Final</strong> Terms and the Terms and Conditions in a form simplified bythe deletion of non-applicable provisions, or (iii) Integrated Conditions, as the Issuer may determine.Integrated ConditionsIf the <strong>Final</strong> Terms specify that Integrated Conditions are to apply to the Notes, the Conditions inrespect of such Notes will be constituted as follows:- all of the blanks in all applicable provisions of the Terms and Conditions will be completedaccording to the information contained in the <strong>Final</strong> Terms and all non-applicable provisions ofthe Terms and Conditions (including the instructions and explanatory notes set out in squarebrackets) will be deleted; and/or- the Terms and Conditions will be otherwise modified, supplemented or replaced, in whole or inpart, according to the information set forth in the <strong>Final</strong> Terms.Where Integrated Conditions apply, the Integrated Conditions alone will constitute the Conditions. TheIntegrated Conditions will be attached to each Global Note representing Notes of the relevant Seriesand will be endorsed on any Definitive Notes exchanged for any such Global Note(s).47
- Page 1 and 2: Debt Issuance Programme ProspectusD
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solutions. It also manages and deve
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In 2010, T-Systems substantially ex
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2011 2010 Change ChangeOf which: Vi
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conditions for additional capital m
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Employees in the Group 31 Dec. 2011
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Civil servants employed by Deutsche
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Selected Financial InformationDeuts
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(Vorlagebeschluesse) with respect t
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Court of Justice annulled these jud
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having to pay license fees and comp
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Civil ServantsIn November 2004, Ger
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majority holdings by 2 May 2015, on
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Group Accounting manages the proces
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Deutsche Telekom International Fina
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Statement of comprehensive incometh
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Terms and ConditionsThis Series of
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"Global Note" means [the/any] [Temp
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interest shall continue to accrue o
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7 February 1992), the Amsterdam Tre
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Period is a day other than the 30th
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[in the case of Definitive Notes in
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([4]) of this § 6.](b)Notice of re
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of Stock Exchange], a Paying Agent
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(f)(g)the Issuer [in the case of No
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§ 14[(5)] to the Agent. Such notic
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Garantin] noch der Fiscal Agent ode
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(b)Fällt ein Zinszahlungstag auf e
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[im Falle von Actual/360: die tats
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Für diese Zwecke bezeichnet "Zahlt
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Eine solche Kündigung darf allerdi
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[(e)(f)von einer Zahlstelle abgezog
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(b)(c)(d)die Nachfolgeschuldnerin a
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eine vertretungsberechtigte Person
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(d)(e)(f)(iii)(iv)(v)(vi)by reason
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Non-binding translation of the Guar
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ganz oder teilweise in irgendeiner
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Tag der Begebung: [ ]These are the
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CURRENCY, DENOMINATION, FORM AND TI
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INTEREST (§ 4) 8ZINSEN (§ 4)o Fix
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oooooo ISDA Determination 9ISDA-Fes
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Instalment Amount(s)Rate(n) [ ]Earl
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GOVERNING LAW (§ 14)ANWENDBARES RE
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German Securities Code [ ]Deutsche
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Umfassende Erläuterung darüber, w
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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