Exhibit 4.31
STRATEGIC COOPERATION
AGREEMENT
Between
T-Mobile International
AG & Co. KG
Landgrabenweg 151
53227 Bonn
Germany
(“ TMO ”)
and
MATAV Rt.
Hungary
Address: 1013 Budapest, Krisztina krt.
55
(“ MATAV ”)
together referred to as
“Parties”
1
Preamble
1.
MATAV and TMO belong to the Deutsche
Telekom (“DT”)
group.
T-Mobile Hungary Rt. , (“TMH”) is a wholly owned
subsidiary of MATAV. TMO is responsible within DT to manage the
mobile business of the DT group.
2.
In order to also make use of
TMO’s expertise in Hungary, MATAV wants TMO’s support
to manage the mobile business and leverage synergies for TMH, MATAV
and TMO.
3.
In order to realize this effectively
TMO needs to conclude a strategic cooperation contract with
MATAV.
Therefore , the Parties now agree,
§ 1 Management of
TMH
1.
TMH was established by closed
foundation on October 27, 1993, pursuant to Act VI of 1988 on
Business Organizations, as amended, Act XVI of 1991 on Concessions,
Act LXXII of 1992 on Telecommunication and the original Deed of
Association. According to the Deed of Association, the business of
TMH is managed by or under the direction of its Board of Directors
according to the Rules of Operations of the Board of
Directors.
Based on the Concession Agreement
between the Minister of Transport, Communication and Water
Management, the purpose of the Concession Company is to provide
public GSM 900 and DCS 1800 integrated public mobile radio
telephone services. In addition, the purpose of the Concession
Company is to be engaged in such other activities which are
necessary for the realisation of the concession activity mentioned
above, and for activities permitted by the Concession Contract on
the basis of the Telecommunications Law .
2.
MATAV and TMO will coordinate their
efforts to guarantee proper and orderly cooperation in the
management of TMH as direct shareholder and shareholder support
respectively.
3.
Cooperation projects directly
relating to TMO’s expertise in the mobile communications
business or other areas (e.g. t-zones) may be delegated by
TMH´s Board to TMO for TMO´s sole
responsibility.
4.
The Parties agree that main target
is to maximise TMH’s shareholder value which is best achieved
by maintaining the position in the market as the market
leading
6/2
operator in Hungary, and when they
exercise their rights and duties under this Agreement, they shall
consider such main target as the priority.
5.
According to the guidelines in
Section 4. of §1. above, in the event there is an
immediate requirement for action in the mobile and/or related
markets in Hungary, in particularly in the fulfillment of the main
targets of the relevant business plan/budget of TMH, both TMO and
MATÁV authorize TMH to act with immediate effect, provided
that the action falls within the business plan, and provided
further that if the by-laws of TMH or prevailing laws refer an
issue to the exclusive competence of the Board of Directors or the
Shareholders Meeting of TMH, such exclusive competence shall remain
unaffected and the management of TMH may only act subject to the
approval of the Board of Directors or the Shareholders Meeting. In
such event TMH shall inform both TMO and MATÁV in writing
about the actions made.
§ 2 Shareholder
Right
1.
As a general rule, MATAV and TMO
shall harmonise their position and will provide their joint and
unanimous advice to TMH’s Supervisory Board and Board of
Directors and Top Management of TMH.
2.
The cooperation concerning the
management of TMH between MATAV and TMO shall not af
