Ad-hoc | 22 April 1999 00:16

Ad hoc-Service: Deutsche Telekom AG

Ad-hoc Mitteilung übermittelt durch die DGAP. Für den Inhalt der Mitteilung ist allein der Emittent verantwortlich. —————————————————————————— Ad hoc notification from Deutsche Telekom AG in accordance with paragraph 15 of the securities Trading Act (Wertpapierhandelsgesetz) Released by Deutsche Telekom AG, part 2 3. Condition precedent to the agreement The agreement between the parties provides that, save for certain accessory clauses relating to compliance with the passivity rule and the principle of good faith, the validity of the entire agreement shall be conditioned upon the approval by the Shareholder’s Meeting of Telecom Italia S.p.A., pursuant to Article 104 of Decree Law 59/98, of the agreement relating to the integration of the activities of the two companies (the BCA). 4. Launch of the offers and their validity The validity of the offers of the NEW COMPANY will be subject to the following conditions having been met or occurred; (i) The shareholders’ meeting of Deutsche Telekom AG shall have approved the Deutsche Telekom offer; (ii) The Acceptance to the Telecom Italia offer shall be such that NEW COMPANY will be able to acquire at least 90 percent of ordinary shares of Telecom Italia S.p.A. and at least 90 percent of the entire share capital of Telecom Italia S.p.A.; (ii) The acceptance of the Deutsche Telekom Offer shall be such that the NEW COMPANY will be allowed to acquire a quantity of ordinary shares representing at least 90 percent of the entire share capital of Deutsche Telekom AG; (iii) The NEW COMPANY reserves the right to accept a lower quantity of shares in both of the public exchange offers, in which case the exchange ratio will be that indivcated in point 1 (ii) (iv) The Italian Ministry of the Treasury, pursuant to Section 2 of law 474/94 shall have expressed its consent to the acquisition by NEW COMPANY of Telecom Italia’s tendered in the offer; (v) The Shareholders’ Meeting of Telecom Italia shall have resolved to amend the company’s By-laws so as to remove any limit on owning Telecom Italia shares and such resolution shall have been approved and registered by the competent Court; (vi) The Antitrust Authorities of the European Union and United States shall have approved the transactions described above or that such approvals can be considered to have been granted; (vii) The US Securities Authorities shall have approved all documents relating to the offers which will be launched in the USA; (viii) No Orders, decrees or injunctions have been issued by any governmental Entity that might renderthe above described offersillegal or otherwise prohibit the consummation of the transactions described above. The NEW Company reserves the right to waive any of the above conditions of validity of the offers in compliance with law. A joint presse release that will describe the entire transaction in greater detail will be forthcoming. Ende der Mitteilung