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                                                                    EXHIBIT 99.1

                            [PROXY CARD: FRONT SIDE]

[VOICESTREAM LOGO]
                        VOICESTREAM WIRELESS CORPORATION
                        SPECIAL MEETING OF STOCKHOLDERS


THIS PROXY IS SOLICITED ON BEHALF OF THE VOICESTREAM BOARD OF DIRECTORS FOR THE
SPECIAL MEETING OF STOCKHOLDERS ON ________, 2001.



The undersigned hereby appoints John W. Stanton and Alan R. Bender, and each of
them acting individually, with full power of substitution, as proxies to vote
the shares which the undersigned is entitled to vote at the special meeting of
VoiceStream stockholders to be held on ________, 2001, at 8:00 a.m., local time,
at ________, and at any adjournments thereof.


This proxy will be voted as specified by the undersigned on the reverse side of
this card. But if the undersigned gives no directions as to voting, this proxy
will be voted (1) FOR approval of the adoption of the Agreement and Plan of
Merger, dated as of July 23, 2000, as amended and restated on September 28,
2000, among Deutsche Telekom AG, VoiceStream Wireless Corporation and a Delaware
corporation formed by Deutsche Telekom and (2) FOR approval of the adoption of
the Agreement and Plan of Reorganization, dated as of August 26, 2000, as
amended and restated on September 28, 2000, among VoiceStream Wireless
Corporation, Powertel, Inc. and a wholly-owned subsidiary of VoiceStream.
         (CONTINUED AND TO BE MARKED, DATED AND SIGNED ON REVERSE SIDE)
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                            -FOLD AND DETACH HERE -

                          YOUR VOTE IS VERY IMPORTANT!


   MARK, SIGN AND DATE YOUR PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
                                   ENVELOPE.

   2

                    [PROXY CARD: FIRST HALF OF REVERSE SIDE]

                                                                             
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR                                    ----------------------
PROPOSALS 1 AND 2.
                                                                                      PLEASE MARK
                                                                                      VOTES AS IN
                                                                                     THIS SAMPLE:
                                                                                          [X]
                                                                                ----------------------



1.  Proposal to approve the Agreement and Plan of Merger, dated as of July 23,
2000, as amended and restated on September 28, 2000, among Deutsche Telekom AG,
VoiceStream Wireless Corporation and a Delaware corporation formed by Deutsche
Telekom:

                                                          
              FOR                           AGAINST                         ABSTAIN
              [ ]                             [ ]                             [ ]



2.  Proposal to approve the Agreement and Plan of Reorganization, dated as of
August 26, 2000, as amended and restated on September 28, 2000, among
VoiceStream Wireless Corporation, Powertel, Inc. and a wholly-owned subsidiary
of VoiceStream:

                                                          
              FOR                           AGAINST                         ABSTAIN
              [ ]                             [ ]                             [ ]



In their discretion, the proxies are authorized to act and vote upon such other
business as may properly come before the VoiceStream special meeting or any
adjournments thereof.

PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED PROXY RETURN
ENVELOPE. YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE
BOX. BUT YOU NEED NOT MARK ANY BOX IF YOU WISH TO VOTE IN ACCORDANCE WITH THE
BOARD OF DIRECTORS' RECOMMENDATIONS. HOWEVER, THE PROXY HOLDERS CANNOT VOTE YOUR
SHARES UNLESS YOU SIGN, DATE AND RETURN THIS CARD.


                                                                
Signature(s):  -----------------------------------
                                                                      Dated: ----------, 2001
               -----------------------------------
                                                                      Dated: ----------, 2001




IMPORTANT:  Please sign exactly as name or names appear on this proxy. Joint
owners should each sign personally. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title as such. When
signing as a corporation or a partnership, please sign in the name of the entity
by an authorized person.

                                             
Mark here if your address has changed and       New Address:
provide us with your new address in the
space provided to the right: [ ]
                                                -----------------------------------------------------
                                                -----------------------------------------------------
                                                -----------------------------------------------------
Mark here if you plan to attend the special
meeting: [ ]



PLEASE SIGN THIS PROXY AND RETURN PROMPTLY, REGARDLESS OF WHETHER YOU PLAN TO
ATTEND THE SPECIAL MEETING.

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