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”


 


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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


 


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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 affect the formal decision making
processes/corporate governance procedures, including instruction rights of
MATAV as shareholder as set out in the TMH Deed of Association and/or required
by the laws of the Hungarian Republic.


 


§ 3 Principles of management


 


The
Parties will organize their cooperation on the management of TMH as follows:


 


1.             According to the decision of the Board of
Directors, TMH is required to harmonize its activities as far as possible and
reasonable with the rules and procedures of MATAV.


 


2.             In the event there is a conflict in the
harmonization process referred to in Section 1. above,
then TMH is required to report back to the Board of Directors and ask for guidance.


 


Subject
to the terms and conditions of Section 1-2. above, the management
principles are the following:


 


a.        MATAV will lead the financial reporting and
consolidation issues in order to meet all statutory and tax requirements of the
Republic of


 


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Hungary. TMH will report
in parallel directly to TMO according to TMO standards.


 


b.       The budget (incl. Capex) and the long term
planning for TMH are developed by TMH bottom-up, based on the planning guidelines
provided by MATAV and TMO, reconciled with TMO and decided and approved by
TMH ́s Board of Directors.


 


c.        TMO may nominate suitable candidates and give
advice on suitable board members (such as supervisory board and board of
directors) and top management for TMH (selection, remuneration, remuneration policy, development and performance appraisal).
The final decision on such candidates is regulated in the by-laws of TMH.
Beyond that, the targets for TMH and its  management have to be reconciled with
TMO and approved by TMH ́s Board of Directors.


 


f.        TMO will decide on allowing TMH
‘s integration into the international alliance of the TMO group, and
will advise if such integration is desirable.


 


§ 4 Service Arrangements


 


1.             TMO will assist MATAV group to learn further
international expertise in the fields of mobile telecommunication services as
follows:


 


a)         i. TMO will give guidance on products, pricing,
and brand issues as well as communications, product development issues,
considering all the time the competition and/or local market requirements of
TMH


ii. Joint products of TMH and MATAV can be introduced locally as long as
they are not conflicting with the TMO guidelines


 


b)        i. TMO will give advice to TMH for all mobile
specific NT and IT platforms and systems


ii. MATAV will give TMH support regarding all non
mobile NT/IT items.


 


c)         i. TMO will integrate TMH into its procurement
process for mobile specific items


ii. MATAV group policies will give guidance regarding the procurement of
non-mobile specific items as long as it  achieves MATAV group synergies and
efficiency


iii. MATAV will supply leased lines and interconnection and all other
required fixed line telecommunications and data communications services as long
as MATAV offers competitive prices by following the rules of first-call
and last-offer.


 


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d)       TMO will give guidance on distribution channels
and sales promotion and provide professional training for TMH staff.


 


e)       MATAV Group policies will give guidance about
real estate services


 


f)        TMO will support MATAV with TMH ́s internal
audit services


 


g)       MATAV, involving TMO and TMH, will give advice
and guidance to TMH in regulatory issues


 


2.             The terms and conditions, and the form, of
cooperation on the above fields shall be further elaborated between the
Parties.


 


§ 5 Duration


 


1.             This Agreement shall come into force on January  1, 2005 and shall be 
valid for an indefinite period of time, unless terminated with 3
(three)  months advance notice by either
Party, to become effective at the end of any calendar year.


 


2.             The right of each contracting party to
terminate the Agreement for good cause shall remain unaffected thereby.


 


3.             The Parties are required to return any and all
documents and materials relating to the Parties concerned, and all copies of
such materials, upon termination of the Agreement.


 


§ 6 Confidentiality


 


The
Parties will keep secret any and all confidential knowledge and materials
acquired while engaging in this Agreement, subject to any statutory disclosure
and information requirements.


 


§ 7 Final provisions


 


1.             In the case that any clause of this Agreement
should be in conflict with Hungarian legislation or the charter of TMH or MATAV
the latter shall prevail.


 


2.             This Agreement shall be governed by and
construed in accordance with the laws of the Republic of Hungary. All disputes
arising out of or in connection with the present contract shall be finally
settled under the Rules of Arbitration of the International Chamber of
Commerce by one or more arbitrators appointed in accordance with the said
Rules. Venue of the Arbitration shall be Vienna/Austria.


 


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3.             Any changes or amendments to this Agreement
must be made in writing in order to be valid. The same applies for the waiver
of the written form requirement.


 


4.             The Parties agree that they will only act and
exercise any of their rights and powers under this Agreement if such an action
or exercise serves the best business interest of the MATAV group or adds value
to its business results or operating environment.


 


 


Budapest, 15th of 
December,  2004


 


 


	
  on behalf of TMO:

  	
   

  	
  on behalf of Matáv Rt:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Michael Günther

  	
   

  	
  Elek Straub

  
	
  Member of the Board

  	
   

  	
  Chairman of the Board

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dr. Klaus Hartmann

  
	
   

  	
   

  	
  Member of the Board

  



 


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