Exhibit 4.30
STRATEGIC COOPERATION
AGREEMENT
between
Deutsche
Telekom AG
Friedrich Ebert Allee
53227 Bonn
Germany
(“DTAG”)
represented by T-Com
and
MATAV Rt.,
Hungary
(“MATAV”)
together referred to as
“Parties”
05.05.06
Preamble
1.
MATAV is a company organized under
the laws of the Republic of Hungary as a joint stock company that
performs telecommunications services in fixed and on-line segment.
MATAV provides full scope of telecommunications services in Hungary
based on an integrated service approach.
2.
MATAV’s majority owner is
Deutsche Telekom (“DTAG”) via MagyarCom Holding and
therefore MATAV belongs to the Deutsche Telekom group (“DTAG
Group”). DTAG will exercise all of its rights under this
Agreement relating to the fixed line segment through its
fixed line branch T-Com.
3.
As MATAV wishes to benefit of
T-Com’s expertise in fixed line communications business,
MATAV wants T-Com´s support in managing the fixed line
communications business in Hungary and leverage synergies for MATAV
and thus create benefits for shareholders of MATAV.
4.
In order to realize this effectively
DTAG represented by T-Com and MATAV want to conclude this Strategic
Cooperation Agreement
Therefore , the Parties now agree,
§ 1 Assistance in
managing the fixed line communications business within MATAV Group
through strategic partnership with DTAG
1.
MATAV and T-Com will arrange and
coordinate their efforts to guarantee proper and orderly
cooperation in the herein stated areas of MATAV fixed line business
and any non-mobile business in both strategic and operational area
where synergy potential could be achieved by exploiting benefits
from DTAG’s knowledge and know-how and applying it to the
fixed line telecommunications business performed within MATAV
Group.
2.
In order to facilitate the
implementation of the Strategic Cooperation Agreement the Parties
stated in paragraph 1 of this Article, MATAV and T-Com agree that
projects directly relating to T-Coms expertise in the fixed line
communications business or other areas and which fall within an
area of strategic or operational cooperation stated in this
Strategic Cooperation Agreement will be executed with expert
assistance of T-Com in the appropriate manner to be agreed between
the Parties (e.g. holding bilateral meetings, establishing steering
committees, entering into bilateral agreements, etc.) .
05.05.06
§ 2 Shareholder
Rights
1.
The cooperation stated in this
Strategic Cooperation Agreement or any other agreement that shall
be signed between the Parties shall not affect the formal decision
processes or instruction rights of the shareholders of MATAV as set
out in its by-laws (such as its Articles of Association, Board of
Directors or MC rules of procedures, if any, and the Internal
operational Charter of MATAV) or provided for in the Hungarian
law.
2.
The cooperation of the Parties
provided for in this Strategic Cooperation Agreement shall
not affect the formal decision making processes/rights/ corporate
governance procedures, including instruction rights of Matav in the
various subsidiaries.
§ 3 Principles of
Cooperation
1.
The Parties will organize their
cooperation regarding fixed line and any non-mobile business within
MATAV Group according to the following principles:
a) MATAV performs directly to
DTAG consolidated financial reporting in order to meet DTAG
standards and additionally in order to meet all Hungarian statutory
and tax requirements, IFRS, US GAAP and SOA standards.
In addition, MATAV will provide
segment reporting directly to T-Com according to T-Com standards on
a partial consolidation basis without MATAV̵
