|
It
is proposed that this filing become effective under Rule
466:
|
þ
immediately upon filing.
|
|
o
on
(Date) at (Time)
|
|
Title
of Each Class of
Securities
to be Registered
|
Amount
to be
Registered
|
Proposed
Maximum
Aggregate
Price Per Unit*
|
Proposed
Maximum
Aggregate
Offering Price**
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Amount
of
Registration
Fee
|
|
American
Depositary Shares evidenced by American Depositary Receipts, each
American
Depositary Share representing one Ordinary Share of Deutsche Telekom
AG
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200,000,000
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$0.05
|
$10,000,000
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$393
|
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*
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Each
unit represents one American Depositary
Share.
|
|
**
|
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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Location
in Form of American Depositary Receipt
(“Receipt”)
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||||
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Item
Number and Caption
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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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|||
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Terms
of Deposit:
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Face
of Receipt, Top center
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|||
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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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||
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(ii)
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The
procedure for voting, if any, the deposited securities
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Paragraph
(12) and (13)
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(iii)
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The
collection and distribution of dividends
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Paragraph
(11)
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(iv)
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The
transmission of notices, reports and proxy soliciting
material
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Paragraph
(10) and (13)
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(v)
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The
sale or exercise of rights
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Paragraph
(11)
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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
(11) and (14)
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||
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(vii)
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Amendment,
extension or termin-ation of the deposit arrangements
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Paragraphs
(16) and (17) (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
(10)
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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) and (14)
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(x)
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Limitation
upon the liability of the depositary
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Paragraphs
(11) and (15)
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3.
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Fees
and charges which may be imposed directly or indirectly against
holders of
Receipts
|
Paragraph
(9)
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||
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Item
2.
AVAILABLE INFORMATION
|
Paragraph
(10)
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(b)
As set forth in Paragraph (10) of the Form of Receipt constituting
the
prospectus included herein, Deutsche Telekom AG is subject to the
periodic
reporting requirements of the Securities Exchange Act of 1934, as
amended,
and accordingly files certain information with the Securities and
Exchange
Commission (the "Commission"). These reports and documents can be
inspected by holders of Receipts and copied at public reference facilities
maintained by the Commission in Washington,
D.C.
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(a)(1)
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Amended
and Restated Deposit Agreement, dated as of December 1, 2005, 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. - Previously filed
as
exhibit (a) to Registration Statement No. 333-130066 and incorporated
herein by reference.
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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 the Company 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 the Company. - Set forth on the signature pages
hereto.
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|
(a)
|
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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|
Pursuant
to the requirements of the Securities Act of 1933, as amended,
Deutsche
Bank Trust Company Americas, on behalf of the legal entity created
by the
Deposit Agreement, by and among Deutsche Telekom AG, Deutsche
Bank Trust
Company Americas, as successor depositary, and all Holders from
time to
time of American Depositary Shares evidenced by American Depositary
Receipts issued thereunder, certifies that it has reasonable
grounds to
believe that all the requirements for filing on Form F-6 are
met and has
duly caused this Registration Statement on Form F-6 to be signed
on its
behalf by the undersigned, thereunto duly authorized, in the
City of New
York, State of New York, on August 20,
2008.
|
|
Legal
entity created by the Deposit Agreement for the issuance of American
Depositary Receipts evidencing American Depositary Shares, each
representing one Ordinary Share, each of Deutsche Telekom AG
|
||
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By:
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/s/James
Kelly
|
|
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Name:
James Kelly
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||
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Title:
Vice President
|
||
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By:
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/s/Christopher
Konopelko
|
|
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Name:
Christopher Konopelko
|
||
|
Title:
Vice President
|
||
|
DEUTSCHE
TELEKOM AG
|
||
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By:
|
/s/Dr.
Karl-Gerhard Eick
|
|
|
Name:
Dr. Karl-Gerhard Eick
|
||
|
Title:
Chief Financial Officer and Deputy
|
||
|
Chairman
of the Management Board
|
||
|
Name
|
Title
|
|
|
/s/René
Obermann
|
Chief
Executive Officer and Chairman
|
|
|
René
Obermann
|
of
the Management Board
|
|
|
/s/Dr.
Karl-Gerhard Eick
|
Chief
Financial Officer and
|
|
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Dr.
Karl-Gerhard Eick
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Deputy
Chairman of the Management Board
|
|
|
/s/Thomas
Sattelberger
|
Member
of the Management Board
|
|
|
Thomas
Sattelberger
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Chief
Human Resources Officer
|
|
|
/s/Timotheus
Höttges
|
Member
of the Management Board
|
|
|
Timotheus
Höttges
|
responsible
for T-Home, Sales and
|
|
|
Service
|
|
/s/Hamid
Akhavan
|
Member
of the Management Board
|
|
|
Hamid
Akhavan
|
responsible
for T-Mobile, Product Development,
Technology
and IT Strategy
|
|
|
/s/Reinhard
Clemens
|
Member
of the Management Board
|
|
|
Reinhard
Clemens
|
responsible
for Business Customers
|
|
DEUTSCHE
TELEKOM, INC.
|
|||
|
By:
|
/s/Klaus-Peter
Statz
|
||
|
Name:
Klaus-Peter Statz
|
|||
|
Title:
President and CEO
|
|||
|
Exhibit
Number
|
|
|
(a)(2)
Form of ADR
(d)
Opinion of counsel to the Depositary
(e)
Rule 466 certification
|