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STRATEGIC COOPERATION AGREEMENT

Strategic Alliance Agreement

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This Strategic Alliance Agreement involves

MAGYAR TELEKOM TELECOMMUNICATIONS CO LTD | Deutsche Telekom AG

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Title: STRATEGIC COOPERATION AGREEMENT
Date: 5/11/2005
Industry: COMSRV     Sector: SERVIC

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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 MATAV&#821


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