Y. Daphne Coelho-Adam, Esq.
Seward & Kissel LLP One Battery Park Plaza New York, New York 10004 (212) 574-1233 |
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It is proposed that this filing become effective under Rule 466:
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☒ immediately upon filing.
☐ on (Date) at (Time)
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Title of Each Class of
Securities to be Registered |
Amount to be
Registered |
Proposed Maximum
Aggregate Price Per Unit* |
Proposed Maximum
Aggregate Offering Price** |
Amount of Registration Fee
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American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one Ordinary Share of Deutsche Telekom AG
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300,000,000
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$0.05
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$15,000,000
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$2,296.50
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*
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Each unit represents one American Depositary Share.
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**
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Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges
to be imposed in connection with the issuance of receipts evidencing American Depositary Shares.
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Item 1.
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DESCRIPTION OF SECURITIES TO BE REGISTERED
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Item Number and Caption
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Location in Form of American
Depositary Receipt (“Receipt”) Filed Herewith as Prospectus |
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1.
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Name of depositary and address of its principal executive office
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Face of Receipt, Introductory article and bottom center
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2.
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Title of Receipts and identity of deposited securities
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Face of Receipt, Top center
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Terms of Deposit:
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(i)
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The amount of deposited securities represented by one American Depositary Share
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Face of Receipt, Upper right corner
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(ii)
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The procedure for voting, if any, the deposited securities
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Paragraphs (14) and (15)
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(iii)
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The collection and distribution of dividends
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Paragraph (13)
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(iv)
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The transmission of notices, reports and proxy soliciting material
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Paragraphs (12) and (15)
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(v)
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The sale or exercise of rights
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Paragraph (9)
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(vi)
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The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Paragraphs (9) and (13)
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(vii)
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Amendment, extension or termination of the deposit arrangements
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Paragraphs (20) and (21) (no provision for extensions)
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(viii)
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Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
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Paragraph (12)
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(ix)
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Restrictions upon the right to deposit or withdraw the underlying securities
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Paragraphs (1), (4), (6), (7), (8), (14) and (22)
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(x)
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Limitation upon the liability of the depositary
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Paragraphs (17) and (18)
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3.
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Fees and charges which may be imposed directly or indirectly against holders of Receipts
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Paragraph (9)
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Item 2.
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AVAILABLE INFORMATION
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Paragraph (12)
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Item 3.
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EXHIBITS
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(a)(1)
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Form of Second Amended and Restated Deposit Agreement, dated as of December 28, 2015, by and among Deutsche Telekom AG, Deutsche Bank Trust
Company Americas, as successor depositary (the “Depositary”), and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder including form of American Depositary Receipt.
– incorporated by reference to Exhibit (a) previously filed with the Registration Statement on Form F-6 (No. 333-153300) filed on December 28, 2015.
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(a)(2)
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Form of American Depositary Receipt – Filed herewith as Exhibit (a)(2).
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(b)
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Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited
securities represented thereby. – Not Applicable.
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(c)
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Every material contract relating to the deposited securities between the Depositary and Deutsche Telekom AG in effect at any time within the last three years. – Not
Applicable.
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(d)
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Opinion of counsel to the Depositary as to the legality of the securities being registered. – Filed herewith as Exhibit (d).
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(e)
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Certification under Rule 466. – Filed herewith as Exhibit (e).
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(f)
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Powers of Attorney for certain officers and directors and the authorized representative of Deutsche Telekom AG. – Set forth on the signature pages hereto.
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Item 4.
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UNDERTAKINGS
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(a)
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The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports
and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities and (2) made generally available to the holders of the underlying securities by
the issuer.
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(b)
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If the amounts of fees charged are not disclosed in the prospectus, the Depositary under-takes to prepare a separate document stating the amount of any fee charged and describing the service
for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary under-takes to notify each registered holder of an American Depositary Receipt 30 days before any change in the
fee schedule.
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Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares representing ordinary shares of Deutsche Telekom AG
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Deutsche Bank Trust Company Americas, solely in its capacity as Depositary
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By:
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/s/ Michael Tompkins |
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Name:
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Michael Tompkins |
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Title:
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Director | ||
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By:
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/s/ Kelvyn Correa |
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Name:
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Kelvyn Correa |
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Title:
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Director | ||
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Deutsche Telekom AG
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By:
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/s/ Hannes Wittig | ||
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Name:
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Hannes Wittig
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Title:
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Head of Group Investor Relations
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Signatures
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Capacity
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| /s/ Timotheus Höttges | ||
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Timotheus Höttges
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Member of the Board of Management, Chief Executive Officer
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| /s/ Christian P. Illek | ||
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Christian P. Illek
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Member of the Board of Management for Finance (CFO)
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| /s/ Feri Abolhassan Pur-Moghaddam | ||
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Feri Abolhassan Pur-Moghaddam
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Member of the Board of Management for T-Systems
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| /s/ Birgit Bohle | ||
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Birgit Bohle
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Member of the Board of Management for Human Resources and Legal Affairs, Labor Director
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| /s/ Rodrigo Diehl | ||
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Rodrigo Diehl
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Member of the Board of Management for Germany
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| /s/ Thorsten Langheim | ||
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Thorsten Langheim
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Member of the Board of Management for USA and Group Development
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| /s/ Dominique Leroy | ||
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Dominique Leroy
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Member of the Board of Management Board for Europe
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| /s/ Claudia Nemat | ||
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Claudia Nemat
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Member of the Board of Management for Technology and Innovation
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| /s/ Reinhard Wieck | ||
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Reinhard Wieck
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Authorized Representative in the United States
Deutsche Telekom, Inc. President
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