1
|
NAME OF REPORTING PERSON
|
|
|
||
Deutsche Telekom AG
IRS identification number not applicable
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Federal Republic of Germany
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER*
|
|
|
|
649,882,564
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER**
|
|
|
||
605,110,755
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
|
|
|
||
649,882,564
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)***
|
|
|
||
55.3%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
* |
Consists of the sum of (i) 538,590,941 shares of Common Stock held by Deutsche Telekom Holding B.V. (“DT Holding”), (ii) 66,519,814 shares of Common Stock held by Deutsche Telekom AG (“Deutsche Telekom”), (iii) 39,771,809 shares of Common
Stock held by Delaware Project 6 L.L.C. (“Project 6”), a wholly-owned subsidiary of SoftBank Group Corp. (“SoftBank”) and subject to the Proxy (of which 34,971,809 of such shares of Common Stock are subject to call options granted by Project
6 to Deutsche Telekom AG), and (iv) 5,000,000 shares of Common Stock held by Claure Mobile L.L.C. (“Claure Mobile”), and subject to the Claure Proxy. Raul Marcelo Claure and Claure Mobile are referred to together as the “Claure Parties”.
|
** |
Consists of 538,590,941 shares of Common Stock held by DT Holding and 66,519,814 shares of Common Stock held by Deutsche Telekom.
|
*** |
Based on 1,176,457,229 shares of Common Stock outstanding as of June 30, 2023, as disclosed in the Issuer’s Form 10-Q, filed with the Commission on July 27, 2023.
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
Deutsche Telekom Holding B.V.
IRS identification number not applicable.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
The Netherlands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER*
|
|
|
|
583,362,750
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER**
|
|
|
||
538,590,941
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
|
|
|
||
583,362,750
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)***
|
|
|
||
49.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
* |
Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding, (ii) 39,771,809 shares of Common Stock held by Project 6 and subject to the Proxy (of which 34,971,809 of such shares of Common Stock are subject to call
options granted by Project 6 to Deutsche Telekom) and (iii) 5,000,000 shares of Common Stock held by Claure Mobile and subject to the Claure Proxy.
|
** |
Consists of 538,590,941 shares of Common Stock held by DT Holding.
|
*** |
Based on 1,176,457,229 shares of Common Stock outstanding as of June 30, 2023, as disclosed in the Issuer’s Form 10-Q, filed with the Commission on July 27, 2023.
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
T-Mobile Global Holding GmbH
IRS identification number: 98-0470438
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Federal Republic of Germany
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER*
|
|
|
|
583,362,750
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER**
|
|
|
||
538,590,941
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
|
|
|
||
583,362,750
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)***
|
|
|
||
49.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
* |
Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding, (ii) 39,771,809 shares of Common Stock held by Project 6 and subject to the Proxy (of which 34,971,809 of such shares of Common Stock are subject to call
options granted by Project 6 to Deutsche Telekom) and (iii) 5,000,000 shares of Common Stock held by Claure Mobile and subject to the Claure Proxy.
|
** |
Consists of 538,590,941 shares of Common Stock held by DT Holding.
|
*** |
Based on 1,176,457,229 shares of Common Stock outstanding as of June 30, 2023, as disclosed in the Issuer’s Form 10-Q, filed with the Commission on July 27, 2023.
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
T-Mobile Global Zwischenholding GmbH
IRS identification number not applicable.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Federal Republic of Germany
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER*
|
|
|
|
583,362,750
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER**
|
|
|
||
538,590,941
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
|
|
|
||
583,362,750
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)***
|
|
|
||
49.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
* |
Consists of the sum of (i) 538,590,941 shares of Common Stock held by DT Holding, (ii) 39,771,809 shares of Common Stock held by Project 6 and subject to the Proxy (of which 34,971,809 of such shares of Common Stock are subject to call
options granted by Project 6 to Deutsche Telekom) and (iii) 5,000,000 shares of Common Stock held by Claure Mobile and subject to the Claure Proxy.
|
** |
Consists of 538,590,941 shares of Common Stock held by DT Holding.
|
*** |
Based on 1,176,457,229 shares of Common Stock outstanding as of June 30, 2023, as disclosed in the Issuer’s Form 10-Q, filed with the Commission on July 27, 2023.
|
DEUTSCHE TELEKOM AG | ||||
|
By:
|
/s/ Dr. Axel Lützner | ||
Name: | Dr. Axel Lützner |
|||
Title: | Vice President DT Legal |
|
By:
|
/s/ Dr. Ulrich Zwach | ||
Name: | Dr. Ulrich Zwach |
|||
Title: | Vice President DT Legal |
T-MOBILE GLOBAL ZWISCHENHOLDING GMBH | ||||
|
By:
|
/s/ Dr. Christian Dorenkamp | ||
Name: | Dr. Christian Dorenkamp |
|||
Title: |
Managing Director
|
|
By:
|
/s/ Roman Zitz | ||
Name: | Roman Zitz |
|||
Title: |
Managing Director
|
T-MOBILE GLOBAL HOLDING GMBH | ||||
|
By:
|
/s/ Dr. Uli Kühbacher | ||
Name: | Dr. Uli Kühbacher |
|||
Title: |
Managing Director
|
|
By:
|
/s/ Alexander Fleitling | ||
Name: | Alexander Fleitling |
|||
Title: |
Managing Director
|
DEUTSCHE TELEKOM HOLDING B.V. | ||||
|
By:
|
/s/ Frans Roose | ||
Name: | Frans Roose |
|||
Title: |
Managing Director
|
|
By:
|
/s/ Jan Willem Hesselink | ||
Name: | Jan Willem Hesselink |
|||
Title: |
Managing Director
|
Name
|
Business Address
|
Present Principal Occupation
|
Alexander Fleitling
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
VP Segment Controlling US & Procurement Controlling, Deutsche Telekom AG
|
Michaela Klitsch
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
Exec. Program Manager STI Operations, Deutsche Telekom AG
|
Dr. Uli Kühbacher
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
Vice President, DT Legal, Deutsche Telekom AG
|
Dr. Frank Schmidt
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
VP Public Affairs Municipalities at GPRA, Deutsche Telekom AG
|
Name
|
|
Business Address
|
|
Present Principal Occupation
|
Timotheus Höttges
|
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
|
Chairman of the Board
|
Adel Al-Saleh *†
|
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
|
Board Member for T-Systems
|
Birgit Bohle
|
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
|
Board Member for Human Resources and Labor
|
Srinivasan Gopalan †
|
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
|
Board Member for Germany
|
Dr. Christian P. Illek
|
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
|
Board Member for Finance (CFO)
|
Thorsten Langheim
|
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
|
Board Member for USA and Group Development
|
Dominique Leroy∞
|
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
|
Board Member for Europe
|
Claudia Nemat
|
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
|
Board Member for Technology and Innovation
|
Name
|
Business Address
|
Present Principal Occupation
|
||
Dr. Frank Appel (Chairman)
|
Friedrich-Ebert-Allee 140
53113 Bonn, Germany
|
Former CEO Deutsche Post AG, Bonn
|
||
Odysseus D. Chatzidis *
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
Chairman of the European Works Council of Deutsche Telekom AG, Bonn
|
||
Constantin Greve
|
Friedrich-Ebert-Allee 140
Bonn, Germany 53113
|
Chairman of the Works Council of Deutsche Telekom AG, Bonn
|
||
Katja Hessel
|
Wilhelmstrasse 97,
Berlin, Germany 10117
|
Parliamentary State Secretary to the Federal Minister of Finance, Berlin
|
||
Lars Hinrichs
|
Badestraße 2,
Hamburg, Germany 20148
|
CEO Cinco Capital GmbH, Hamburg
|
||
Dr. Helga Jung
|
Hahnenbichlstraße 24
86833 Ettringen, Germany
|
Former Member of the Board of Management of Allianz SE, Munich
|
||
Nicole Koch
|
Landgrabenweg 147,
Bonn, Germany 53227
|
Chairwoman of the Works Council at Deutsche Telekom Privatkunden-Vertrieb GmbH, Bonn
|
||
Dagmar P. Kollmann †
|
Grinzinger Allee 50,
Vienna, Austria 1190
|
Entrepreneur and member of several supervisory and advisory boards
|
||
Petra Steffi Kreusel
|
Hahnstrasse 43d,
Frankfurt am Main, Germany 60528
|
Senior Vice President, Customer & Public Relations at Deutsche Telekom Geschäftskunden GmbH, Bonn, Group Officer for Digital Education and School at Deutsche Telekom AG, Bonn, Chairwoman of the Executive Staff Representation Committee
of Deutsche Telekom Geschäftskunden GmbH, Bonn, Deputy Chairwoman of the Group Executive Staff Representation Committee of Deutsche Telekom AG, Bonn
|
||
Harald Krüger
|
Briennerstraße 29,
München, Germany 80333
|
Former Chairman of the Management Board of Bayerische Motoren Werke Aktiengesellschaft, Munich
|
||
Kerstin Marx
|
Friedrich-Ebert-Allee 140,
53113 Bonn, Germany
|
Chairwoman of the Group Works Council of Deutsche Telekom AG, Bonn
|
||
Dr. Reinhard Ploss
|
Moosacher Straße 80
Munich, Germany 80809
|
Chairman of the Supervisory Board of Knorr-Bremse AG, München and former Chairman of the Board of Management of Infineon Technologies AG, Neubiberg
|
||
Frank Sauerland (Deputy Chairman)
|
Paula-Thiede-Ufer 10,
Berlin, Germany 10179
|
Head of Committee, Collective Bargaining Policy, TC /IT National Committee at the ver.di National Executive Board, Berlin
|
||
Susanne Schöttke
|
Hüxstr. 1
23552 Lübeck, Germany
|
Head of State District North ver.di, Lübeck
|
Name | Business Address | Present Principal Occupation | ||
Lothar Schröder
|
Ingelheimer Str. 53
28199 Bremen, Germany
|
Trade Union Secretary and former Member of the ver.di National Executive Board, Berlin
|
||
Nicole Seelemann-Wandtke
|
Kronshagener Weg 105,
Kiel, Germany 24116
|
Deputy Chairwoman of the Works Council of the Consumer unit at Telekom Deutschland GmbH, Bonn
|
||
Karl-Heinz Streibich
|
Zimmerweg 15,
Frankfurt, Germany 60325
|
Honorary chairman of acatech senate– Deutsche Akademie der Technikwissenschaften, Berlin
|
||
Margret Suckale
|
Hochfeldstratße 4b,
Tegernsee, Germany 83684
|
Former member of the Board of Management of BASF SE, Ludwigshafen
|
||
Karin Topel
|
Querstraße 1,
Leipzig, Germany 04103
|
Chairwoman of the Works Council at Deutsche Telekom Technik GmbH, Bonn, Technical Branch Office, Eastern District
|
||
Stefan B. Wintels
|
Palmengartenstrasse 5-9,
Frankfurt am Main, Germany 60325
|
CEO KfW, Frankfurt am Main
|