BT (BTGOF) SC 13D Beneficial ownership report

Exhibit 3
 

EXECUTION VERSION

From:

BT Group plc

81 Newgate Street

London

EC1A 7AJ

To:

T-Mobile Holdings Limited

Hatfield Business Park

Hatfield

Hertfordshire

AL10 9BW

Orange Telecommunications Group Limited

3 More London Riverside

London

SE1 2AQ

Deutsche Telekom A.G.

Friedrich-Ebert-Allee 140

53113 Bonn

Germany

Orange S.A.

78 rue Olivier de Serres

Paris 75015

France

22 January 2016

Deed in relation to Conditions to Closing

We refer to the agreement for the sale and purchase of the entire issued share capital of EE Limited between T-Mobile Holdings Limited, Orange Telecommunications Group Limited, BT Group plc, Deutsche Telekom AG and Orange S.A., signed on 5 February 2015, as amended on 11 December 2015 (the Agreement).

Unless otherwise defined, words and expressions defined in the Agreement shall have the same meaning in this Deed.

1.   This Deed confirms the agreement between the parties that:

(a)   with effect from 15 January 2016, the Condition set out in clause 3.1(b) of the Agreement (the Allotment Condition) is to be treated in the same way as the Condition set out in clause 3.1(c) of the Agreement for the purposes of clauses 3.22 and 5.1 of the Agreement, meaning that the Allotment Condition is to be satisfied prior to Closing and is not required to be fulfilled for the Unconditional Date to occur in accordance with clause 3.22 of the Agreement; and

(b)   accordingly, the Unconditional Date for the purposes of the Agreement is and shall be deemed to be and have been 15 January 2016 on the basis that this is the first Business Day on which all Conditions have been fulfilled, save for the Conditions set out in clauses 3.1(b) and 3.1(c) of the Agreement which shall be satisfied prior to Closing.

2.   The provisions of clauses 32 and 36 of the Agreement shall, mutatis mutandis, apply to this Deed as if set out in full herein.

SIGNATURE PAGE

IN WITNESS WHEREOF the parties have executed this Deed as a deed and delivered it on the date first mentioned.

The Common Seal of

BT GROUP PLC affixed to this Deed is authenticated by:

/s/ Dan Fitz                  

Authorised Signatory

EXECUTED as a DEED and DELIVERED by

/s/ Jeevan D'Silva                            

T-MOBILE HOLDINGS LIMITED

acting by Jeevan D'Silva, a director

in the presence of:

Signature of witness:

Name:

Address:  Futura House, Bradbourne Drive

                  Milton Keynes, MK7 8AZ

Occupation:  Finance Director

SIGNATURE PAGE

EXECUTED as a DEED and DELIVERED by

/s/ Arnaud Castille                                

ORANGE TELECOMMUNICATIONS

GROUP LIMITED

acting by Arnaud Castille, a director

in the presence of:

Signature of witness:  /s/ Daniele Ferran     

Name: Daniele Ferran

Address: 78, rue Olivier de Serres

                 75015 Paris

Occupation:  Orange Mergers and Acquisitions Manager

EXECUTED as a DEED and DELIVERED	)
on behalf of DEUTSCHE TELEKOM A.G.	)
a company incorporated in Germany	)
by Jôrn Biederbick	)	/s/ Jôrn Biederbick
being a person who, in accordance	)	Signature
with the laws of that territory, is duly	)
authorised to act on behalf of the company	)
and by Philipp Pohlmann	)	/s/ Philipp Pohlmann
being a person who, in accordance	)	Signature
with the laws of that territory, is duly	)
authorised to act on behalf of the company	)

SIGNATURE PAGE

EXECUTED as a DEED and DELIVERED	)
on behalf of ORANGE S.A.	)
a company incorporated in France	)
by Cécile Amayen	)	/s/ Cécile Amayen
being a person who, in accordance	)	Signature
with the laws of that territory, is duly	)
authorised to act on behalf of the company	)