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”


 


 


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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.) .


 


 


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§ 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’s subsidiaries, T-Mobil Hungary Rt. and Mobimak, in order to
include MATAV into DT’s fixed line communications segment.


 


b) The budget and the long-term planning for MATAV’s
fixed-line business are developed by MATAV bottom-up, reconciled with T-Com and
approved by MATAVs Board of Directors as part of the Matav Group Business Plan.


 


c) DTAG, as the main shareholder of Matáv, will  - pro
rata to its stake in Matáv – exercise its right to nominate and elect  suitable board  members (such as  Board of Directors, Supervisory Board ) for
MATAV  and advise on their  remuneration). Further on, T-Com will
nominate suitable candidates for management positions and advisory positions
considered as of strategic importance in the fixed-line business (selection,
remuneration, remuneration policy, development &
performance appraisal). . Beyond that the targets, remuneration policy and
performance appraisal for the company and the Management Committee (if any)
members have to be reconciled with T-Com and approved by MATAV’s Board of
Directors.


 


 


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§ 4 Service
Arrangements


 


1.             In addition
to the acknowledged integrated business environment of Matáv T-Com will allow
Matáv to learn further international expertise in the fields of fixed line
telecommunication services as follows:


 


a)      T-Com will provide strategic advice and guidelines in development of the
domestic and international strategy, the BSC/ Objectives and in Branding
Issues.


 


b)      T-Com will provide advice and guidelines on basic and fixed line related  (i) IT
platforms and applications such as SAP and (ii) billing systems and (iii) processes.


 


c)      T-Com will
provide advice and guidance on (i) network strategy, (ii) platforms
and (iii) procurement .


 


d)      T-Com will
provide advice and guidelines on marketing and sales, such as product
development, innovations and distribution strategy .


 


e)     T-Com  will provide
advice and guidance on various reporting schemes (such as segment- based reporting,
flash reports, controlling reports, accounting report etc.) according to DTAG
standards. Thereby T-Com will ensure harmonisation at division level and
provide advice and guidelines for (i) Mid Term Planning, (ii) Budgeting
and (iii) Treasury.


 


f)      DTAG will
provide advice and guidance on special human resources items, such as (i) DT
Group leadership tools, (ii) know how transfer.


 


2.             The terms
and conditions, and the form of co-operation on the above fields shall be
further defined as needed between the Parties (e.g. holding bilateral meetings,
establishing steering committees, entering into bilateral agreements, etc.).


 


 


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§ 5
Duration


 


1.             This
Strategic Cooperation Agreement shall come into force on January  1, 2005 and initially run until December 31,
2005. Thereafter it will automatically be extended by one year at a time unless
terminated with three months’ advance notice, to become effective at the end of
a calendar year.


 


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


 


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


 


 


§  6
Confidentiality


 


The Parties will keep secret any and all
confidential knowledge and materials acquired while performing its
responsibilities, subject to any statutory disclosure and information
requirements.


 


 


§  7
Final provisions


 


1.             This  Strategic
Cooperation 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.


 


2.             Any changes
and amendments to this Strategic Cooperation Agreement  must be made in writing in order to be
valid. The same applies for the waiver of the written-form requirement.


 


3.             Should
individual provisions of this 
Strategic Cooperation Agreement be or become invalid or
unenforceable, or should the Strategic Cooperation Agreement  contain an omission, this shall not affect the
validity of the remaining provisions. In the place of the invalid provision,
such provision shall be deemed to have been agreed as corresponds to the
purpose of the invalid or unenforceable provision. In the event of


 


 


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omissions, such provision shall be deemed to have been agreed on which
corresponds to what would reasonably have been considered from the outset in
accordance with the intention and purpose of this Strategic Cooperation Agreement. In the event of any discrepancy between the terms of this Strategic Cooperation Agreement and Hungarian legislation or the by-laws of Matáv the Hungarian laws
or by-laws of Matáv shall prevail.


 


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


 


Budapest, 15th  of  December,  2004


 


 


	
  on behalf of T-Com:

  	
  on behalf
  of Matáv Rt:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dr. Ralph Rentschler

  	
  Elek
  Straub

  
	
  Member of the Board of
  Management T-Com

  	
  Chairman
  of the Board

  
	
   

  	
   

  
	
   

  	
   

  
	
  Horst Hermann

  	
  Dr. Klaus
  Hartmann

  
	
  Senior Executive Vice
  President

  	
  Member of
  the Board

  



 


 


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