DEUTSCHE TELEKOM INTERNATIONAL FINANCE B.V. LAUNCHES CASH TENDER OFFER FOR TWO SERIES OF ITS U.S. DOLLAR NOTES

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

THIS ANNOUNCEMENT IS FOR INFORMATION ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY SECURITIES.

NEW YORK, Feb. 24, 2023 /PRNewswire/ -- Deutsche Telekom International Finance B.V. (the "Company") has today invited holders of its outstanding: (i) US$1,250,000,000 3.600% Notes due January 2027 (ISIN: US25156PBA03 (Rule 144A) / USN27915AS11 (Reg S)) (the "2027 Notes") and (ii) US$1,200,000,000 4.375% Notes due June 2028 (ISIN: US25156PBB85 (Rule 144A) / USN2557FFL33 (Reg S)) (the "2028 Notes"), each guaranteed by Deutsche Telekom AG (the "Parent Company") (the 2027 Notes and the 2028 Notes each being a "Series", and any notes within any such Series being the "Notes", and the eligible holders of any Notes, the "Holders") to tender their Notes for purchase by the Company for cash (each such invitation an "Offer" and together, the "Offers"), on the terms of, and subject to the Offer Cap and the Acceptance Priority Levels (each as defined below) and the other conditions contained in, an offer to purchase dated February 24, 2023 (the "Offer to Purchase"). Capitalized terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer to Purchase.

Holders are advised to read carefully the Offer to Purchase for full details of, and information on the procedures for participating in, the Offers.

Rationale for the Offers

The purpose of the Offers is, amongst other things, to proactively manage the Company's cost of carry. The Company believes that the Offers also provide Holders with the opportunity to sell their current holdings in the Notes ahead of their respective maturity dates.

Notes purchased by the Company pursuant to the Offers will be cancelled.

Offer Cap

If the Company decides to accept any Notes for purchase pursuant to the relevant Offer(s), it proposes to accept for purchase pursuant to the relevant Offer(s) such that the aggregate principal amount of all Notes accepted for purchase pursuant to the relevant Offer(s) is no greater than US$500,000,000 (such amount, which may be increased or decreased, subject to applicable law, the "Offer Cap"). The Company will determine whether the Offer Cap has been reached as of the Early Tender Deadline or the Expiration Deadline, as applicable.

Early Consideration and Late Consideration

In accordance with standard market practice, the amount in cash to be paid by the Company for each US$1,000 in principal amount of each Series (subject in each case to the Minimum Denomination of the relevant Series) validly tendered pursuant to the relevant Offer prior to or at the Early Tender Deadline and accepted for purchase by the Company shall be an amount (rounded to the nearest cent, with US$0.005 being rounded upwards) that would reflect, as of the Early Settlement Date, a yield to the Maturity Date, equal to the sum of: (i) the Reference Yield for such Series, plus (ii) the Fixed Spread for such Series set out in the table above (in respect of each Series, the "Early Consideration"). The Reference Yield will be determined at the Pricing Time on the Pricing Date with reference to the applicable Reference Security as shown in the table above.

Specifically, the Early Consideration for each Series calculated in accordance with standard market practice will equal (i) the value of all remaining payments of principal and interest on the relevant Series up to and including the Maturity Date, discounted to the Early Settlement Date at a discount rate equal to the sum of (x) the applicable Reference Yield plus (y) the applicable Fixed Spread, minus (ii) Accrued Interest. The Early Consideration for each Series, when calculated in the manner set out above, includes the applicable Early Tender Payment listed in the table above under the heading "Early Tender Payment".

The amount in cash to be paid by the Company for each US$1,000 in principal amount of each Series (subject in each case to the Minimum Denomination of the relevant Series) validly tendered pursuant to the relevant Offer after the Early Tender Deadline but prior to or at the Expiration Deadline and accepted for purchase by the Company shall be an amount (rounded to the nearest cent, with US$0.005 being rounded upwards) equal to the Early Consideration for the relevant Series minus an amount equal to the applicable Early Tender Payment listed in the table above under the heading "Early Tender Payment" (in respect of each Series, the "Late Consideration").

Notes must be tendered pursuant to the Offers prior to or at the Early Tender Deadline in order to be eligible to receive the applicable Early Consideration or, in the case of Notes tendered after the Early Tender Deadline, prior to or at the Expiration Deadline, in order to receive the Late Consideration.

Accrued Interest

The Company shall also pay Accrued Interest on all Notes validly tendered and accepted for purchase pursuant to the relevant Offer(s) from (and including) the immediately preceding interest payment date for the relevant Series, to (but excluding) the relevant Settlement Date for each such Note.

Acceptance Priority Level and Pro-Ration

Subject to the Offer Cap and the pro-ration arrangements described below and in the Offer to Purchase, the aggregate principal amount of each Series that is purchased pursuant to the Offers will be determined in accordance with the Acceptance Priority Levels, with Acceptance Priority Level 1 being the highest and Acceptance Priority Level 2 being the lowest. The 2027 Notes validly tendered pursuant to the relevant Offer, having Acceptance Priority Level 1, will be accepted before any validly tendered 2028 Notes, having Acceptance Priority Level 2; however, if the Company purchases Notes on the Early Settlement Date, all Notes validly tendered prior to or at the Early Tender Deadline will have priority over Notes tendered after the Early Tender Deadline, regardless of the Acceptance Priority Levels of such later tendered Notes. Notes validly tendered and purchased on the same Settlement Date shall be purchased in accordance with the Acceptance Priority Levels.

If the aggregate principal amount of validly tendered Notes with the same Acceptance Priority Level would (together with the aggregate principal amount of validly tendered Notes with a higher Acceptance Priority Level, where applicable), if purchased, exceed the Offer Cap, such Notes will be purchased on a pro-rata basis such that the aggregate principal amount of all Notes validly tendered in the Offers and accepted for purchase does not exceed the Offer Cap, as detailed in the Offer to Purchase.  If the aggregate principal amount of all Notes validly tendered prior to or at the Early Tender Deadline would equal or exceed the Offer Cap, then no Notes tendered after the Early Tender Deadline will be purchased pursuant to the Offers regardless of the Acceptance Priority Level of such Notes, unless the Company increases the Offer Cap (in its sole discretion)

A separate tender instruction must be submitted on behalf of each beneficial owner of the Notes, given the possible proration.

Offers Period and Results

The Offers commenced today, February 24, 2023 and will end at the Expiration Deadline, unless extended, re-opened, and/or terminated as provided in the Offer to Purchase.

In the Early Participation Results Announcement, the Company will announce: (i) the principal amount of Notes of each Series that were validly tendered and not withdrawn prior to the Early Tender Deadline; and (ii) a non-binding indication of the aggregate principal amount of Notes in each Series that the Company intends to accept pursuant to the relevant Offer(s), and indicative details of any Pro-Rating Factor that will apply as a consequence.

The Company will announce in the Pricing and Early Acceptance Announcement its decision to accept valid Tenders for purchase on the Early Settlement Date and, if so accepted: (i) the Reference Yield, the Early Consideration and the Late Consideration for each Series; (ii) the Final Acceptance Amount in respect of the Early Settlement Date; (iii) the allocation of the Final Acceptance Amount in respect of the Early Settlement Date between each Series (which will be determined using the Acceptance Priority Levels); (iv) any Pro-Rating Factor in respect of the Notes settled on the Early Settlement Date (if applicable); (v) the aggregate principal amount of Notes in each Series that will remain outstanding after the Early Settlement Date; and (vi) the aggregate amount of capacity (if any) pursuant to the Offer Cap remaining for any Tenders submitted after the Early Tender Deadline and at or prior to the Expiration Deadline.

Provided that the aggregate principal amount of all Notes validly tendered prior to or at the Early Tender Deadline would not equal or exceed the Offer Cap, the Company will announce in the Final Results Announcement its decision to accept valid Tenders or further valid Tenders for purchase on the Final Settlement Date and, if so accepted, will announce: (i) the Final Acceptance Amount in respect of the Final Settlement Date; (ii) the allocation of the Final Acceptance Amount in respect of the Final Settlement Date between each Series (which will be determined using the Acceptance Priority Levels); (iii) any Pro-Rating Factor in respect of the Notes settled on the Final Settlement Date (if applicable); and (iv) the aggregate principal amount of Notes in each Series that will remain outstanding after the Final Settlement Date.

Tender Instructions must be submitted in respect of a minimum principal amount of Notes of the relevant Series of no less than the Minimum Denomination for such Series, and may be submitted in integral multiples of US$1,000.

See the Offer to Purchase for further details on submitting a Tender Instruction.

Unless stated otherwise, all announcements in connection with the Offers will be made in accordance with applicable law by the delivery of notices to DTC for communication to Direct Participants. Such announcements may also be made: (i) on the relevant Insider Screen, (ii) by the issue of a press release to a Notifying News Service (e.g., PR Newswire); and/or (iii) on the Offer Website. Copies of all such announcements, press releases and notices are also obtainable from the Tender and Information Agent, the contact details for which are below.

INDICATIVE TIMETABLE

The following table sets out the expected dates and times of the key events relating to the Tender Offer. This is an indicative timetable and is subject to change.

Subject to applicable securities laws and the terms set within the Offer to Purchase, the Company reserves the right, with respect to any or all of the Notes, (i) to waive or modify in whole or in part any and all conditions to the Offers, (ii) to extend the Early Tender Deadline, the Expiration Deadline, Pricing Time, the Early Participation Results Announcement, the Pricing and Early Acceptance Announcement, the Final Results Announcement and/or any Settlement Date, (iii) to modify or terminate the Offers or (iv) to otherwise amend the Offers in any respect, including the Offer Cap, the Acceptance Priority, any Early Consideration and/or any Late Consideration.

FURTHER INFORMATION

D.F. King has been appointed by the Company as Tender and Information Agent for the purposes of the Offers.

Citigroup Global Markets Limited and RBC Capital Markets, LLC have been appointed as Dealer Managers for the purposes of the Offers.

Holders of Notes may access the Offer to Purchase at https://sites.dfkingltd.com/DeutscheTelekom.

Requests for information in relation to the Offers should be directed to:

NOTICE AND DISCLAIMER

Nothing in this announcement or the Offer to Purchase constitutes an offer of securities in the United States of America. The securities referred to above have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Subject to applicable law, the Company or any of its affiliates may at any time and from time to time following completion or cancellation of the Offers purchase or exchange or offer to purchase or exchange remaining outstanding Notes or issue an invitation to submit offers to sell Notes (including, without limitation, those tendered pursuant to the Offers but not accepted for purchase) through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, in each case on terms that may be more or less favorable than those contemplated by the Offers.

This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which must be read carefully before any decision is made with respect to the Offers. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offers. None of the Company, the Parent Company the Dealer Managers, the Tender and Information Agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of Notes should participate in the Offers.

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement and the Offer to Purchase do not constitute an invitation to participate in the Offers in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer to Purchase comes are required by each of the Company, the Parent Company, the Dealer Managers and the Tender and Information Agent to inform themselves about and to observe any such restrictions.

United Kingdom

The communication of this announcement, the Offer to Purchase and any other documents or materials relating to the Offers is not being made by, and such documents and/or materials have not been approved by, an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom, and are only for circulation to persons to whom they can lawfully be circulated outside the United Kingdom or to persons within the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")), or within Article 43(2) of the Order, or within Article 49(2)(a) to (d) of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order (such persons together being the "Relevant Persons"). This announcement and the Offer to Purchase are only available to Relevant Persons and the transaction contemplated therein will be available only to, or engaged in only with, Relevant Persons, and this financial promotion must not be relied or acted upon by persons other than Relevant Persons.

Italy

None of the Offers, this announcement, the Offer to Purchase or any other documents or materials relating to the Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offers are being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended.

Holders of each Series of Notes that are resident and/or located in Italy may tender their Notes through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of February 15, 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offers.

France

The Offers are not being made, directly or indirectly, to the public in the Republic of France. Neither this announcement, the Offer to Purchase nor any other document or material relating to the Offers have only been and shall only be distributed in France to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129. Neither this announcement nor the Offer to Purchase has been or will be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Belgium

None of the Offers, this announcement, the Offer to Purchase or any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor financiële diensten en markten / Autorité des services et marchés financiers) and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of April 1, 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither this Offer to Purchase nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of June 16, 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. Insofar as Belgium is concerned, this Offer to Purchase has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in this Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium.

General

Neither this announcement, the Offer to Purchase nor any other materials relating to the Offers constitutes an offer to buy or the solicitation of an offer to sell Notes (and Tenders will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the Offers to be made by a licensed broker or dealer or similar and any of the Dealer Managers or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offers shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

Each Holder wishing to submit a Tender will be deemed to give certain agreements, acknowledgments, representations, warranties and undertakings in respect of the jurisdictions referred to above and generally as set out in the Offer to Purchase. Any Tenders from a Holder that is unable to make these agreements, acknowledgements, representations, warranties and undertakings may be rejected. Each of the Company, the Parent Company, the Dealer Managers and the Tender and Information Agent reserves the right, in its absolute discretion (and without prejudice to the relevant Holder's responsibility for the representations made by it), to investigate, in relation to any Tender, whether any such agreement, acknowledgement, representation, warranty or undertaking given by a Holder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such Tender shall not be accepted. None of the Company, the Parent Company, the Dealer Managers and the Tender and Information Agent is under any obligation to make such an investigation.

SOURCE DEUTSCHE TELEKOM INTERNATIONAL FINANCE B.V.

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