From:
Exhibit 3
EXECUTION VERSION
From:
BT Group plc
00 Xxxxxxx Xxxxxx
Xxxxxx
XX0X 0XX
To:
T-Mobile Holdings Limited
Xxxxxxxx Xxxxxxxx Xxxx
Xxxxxxxx
Xxxxxxxxxxxxx
XX00 0XX
Orange Telecommunications Group Limited
3 More Xxxxxx Xxxxxxxxx
Xxxxxx
XX0 0XX
Deutsche Telekom X.X.
Xxxxxxxxx-Xxxxx-Xxxxx 000
00000 Xxxx
Xxxxxxx
Orange S.A.
00 xxx Xxxxxxx xx Xxxxxx
Xxxxx 00000
Xxxxxx
22 January 2016
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.
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1.
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This Deed confirms the agreement between the parties that:
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(a)
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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
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(b)
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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.
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2.
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The provisions of clauses 32 and 36 of the Agreement shall, mutatis mutandis, apply to this Deed as if set out in full herein.
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SIGNATURE PAGE
IN WITNESS WHEREOF the parties have executed this Deed as a deed and delivered it on the date first mentioned.
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The Common Seal of
BT GROUP PLC affixed to this Deed is authenticated by:
/s/ Xxx Xxxx
Authorised Signatory
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EXECUTED as a DEED and DELIVERED by
/s/ Xxxxxx X'Xxxxx
T-MOBILE HOLDINGS LIMITED
acting by Xxxxxx X'Xxxxx, a director
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in the presence of:
Signature of witness:
Name:
Address: Xxxxxx Xxxxx, Xxxxxxxxxx Xxxxx
Xxxxxx Xxxxxx, XX0 0XX
Occupation: Finance Director
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SIGNATURE PAGE
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EXECUTED as a DEED and DELIVERED by
/s/ Xxxxxx Xxxxxxxx
ORANGE TELECOMMUNICATIONS
GROUP LIMITED
acting by Xxxxxx Xxxxxxxx, a director
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in the presence of:
Signature of witness: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Address: 00, xxx Xxxxxxx xx Xxxxxx
00000 Xxxxx
Occupation: Orange Mergers and Acquisitions Manager
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EXECUTED as a DEED and DELIVERED
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on behalf of DEUTSCHE TELEKOM A.G.
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a company incorporated in Germany
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by Xxxx Xxxxxxxxxx
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/s/ Xxxx Xxxxxxxxxx
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being a person who, in accordance
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Signature
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with the laws of that territory, is duly
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authorised to act on behalf of the company
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and by Xxxxxxx Xxxxxxxx
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/s/ Xxxxxxx Xxxxxxxx
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being a person who, in accordance
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Signature
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with the laws of that territory, is duly
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authorised to act on behalf of the company
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SIGNATURE PAGE
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EXECUTED as a DEED and DELIVERED
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on behalf of ORANGE S.A.
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a company incorporated in France
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by Xxxxxx Amayen
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/s/ Xxxxxx Amayen
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being a person who, in accordance
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Signature
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with the laws of that territory, is duly
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authorised to act on behalf of the company
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