(1)
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The
stock corporation - hereinafter referred to as the "Corporation" - shall
be designated Deutsche Telekom AG.
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(2)
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Its
registered office shall be in Bonn.
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(3)
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Financial
year shall be the calendar year.
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(1)
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Object
of the enterprise is activity in all areas of telecommunications,
information technology, multimedia, information and entertainment, as well
as security services and any services connected to these areas, and also
in related areas in Germany and
abroad.
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(2)
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The
Corporation shall be entitled to enter into all other transactions and
takeall
other measures deemed appropriate to serve the object of the enterprise
pursuant to subpara. 1. It may also set up, acquire and participate in
other undertakings of the same or similar kind in Germany and abroad, as
well as run such undertakings or confine itself to the administration of
its participation. It may spin off its operations wholly or partly to
affiliated undertakings.
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(1)
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Announcements
of the Corporation shall be published in the electronic Federal
Gazette.
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(2)
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The
Corporation shall be entitled as permitted by law to forward information
to its shareholders electronically.
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(1)
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The
capital stock of the Corporation amounts to € 11,164,921,863.6811,164,979,182.08 (in
words: eleven billion, one hundred sixty-four million, nine hundred twenty-one
thousand, eight hundred sixty-three euros sixty-eight eurocentseventy-nine thousand, one
hundred eighty-two euro and eight cents). It is divided into 4,361,297,6034,361,319,993 (in words:
four billion, three hundred sixty-one million, twothree hundred nineteen
thousand, nine hundred ninety-seven
thousand, six hundred three) no par value
shares.
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(2)
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The
Board of Management is authorized to increase the capital stock with the
approval of the Supervisory Board by up to €
2,399,410,734.08EUR 2,176,000,000 by
issuing up to 937,269,818850,000,000 registered
no par value shares for non-cash contributions in the period up
to May
17, 2009.April 29,
2014. The authorization may be exercised as a whole or on one or
more occasions in partial amounts. The Board of Management is authorized,
subject to the approval of the Supervisory Board, to exclude the
shareholders' subscription rightrights when issuing new
shares for mergers or acquisitions of companies, parts thereof, or interests in
companies, including increasing existing investment holdings, or other
assets eligible for contribution for such acquisitions, including
receivables from the Corporation. The Board of Management is also authorized, subject
to the approval of the Supervisory Board, to determine the further content
of share rights and the conditions under which shares are issued
(authorized capital 20042009/I).
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(3)
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The
Board of Management is authorized to increase the capital stock with the
approval of the Supervisory Board by up to €EUR 38,400,000 by
issuing up to 15,000,000 registered no par value shares foragainst cash and/or non-cash
contributions in the period up to May
2, 2011.April 29,
2014. The authorization may be exercised as a whole or on one or
more occasions in partial amounts. The subscription rights of shareholders
shall be
precluded.
The
new shares may only be issued to grant shares to employees of Deutsche
Telekom AG and of lower-tier affiliated companies (employee shares). The
new shares can also be issued to a bank or some other company meeting the
requirements of § 186 (5),
sentence 1 AktG that assumes the obligation to use these shares
exclusively for the purpose of granting employee shares. Where permitted by law, the
employee shares may also be issued in such a way that the contribution to
be paid in return is taken from the part of the net income that the Board
of Management and the Supervisory Board may transfer to other retained
earnings in accordance with § 58 (2) AktG. The shares to be issued
as employee shares can also be acquired in the form of a securities loan
from a bank or some other company meeting the requirements of § 186
(5),
sentence 1 AktG and the new shares used to repay this securities loan. The
Board of Management is authorized, subject to the approval of the
Supervisory Board, to determine the further content of share rights and
the conditions under which shares are issued (authorized capital 20062009/II).
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(4)
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The
capital stock is conditionally increased by up to € 31,870,407.68,31,813,089.28, divided
into up to 12,449,37812,426,988 new
registered no par value shares (contingent capital II). The contingent
capital increase is exclusively for the purpose of meeting subscription
rights to shares from stock options granted in the period until December
31, 2003 to members of the Board of Management of the Corporation,
executives at levels below the Board of Management of the Corporation and
other executives, managers and specialists of the Corporation and to Board
of Management members, managing board members and other executives of
second- and lower-tier domestic and foreign Group companies, on the basis
of the authorization for a 2001 Stock Option Plan granted by resolution of
the shareholders' meeting on May 29, 2001. It shall be implemented only to
such extent as subscription right holders make use of their subscription
rights. The new shares shall participate in profits starting at the
beginning of the financial year in which they are issued. If new shares
are issued after the end of a financial year but before the Corporation's
ordinary shareholders' meeting that adopts a resolution on the
appropriation of net income for the preceding financial year, the new
shares shall participate in the profits starting at the beginning of the
financial year ended.
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(5)
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The
capital stock shall
beis
conditionally increased by € 600,000,000, divided into up to 234,375,000
no par value shares (contingent capital IV). The contingent capital
increase shall be implemented only to the extent
that
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a)
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the
holders or creditors of convertible bonds or warrants arising as a result
of convertible bonds issued or guaranteed by Deutsche Telekom AG or its
direct or indirect majority holding by April 25, 2010, on the basis of the
authorization resolution granted by the ordinary shareholders' meeting in
April 2005 make use of their conversion rights or option rights,
or
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The
new shares shall participate in profits starting at the beginning of the
financial year in which they are issued as the result of the exercise of
any conversion or option rights or the fulfillment of any conversion or
option obligations. The Board of Management is authorized, subject to the
approval of the Supervisory Board, to determine any other details
concerning the implementation of the contingent capital
increase.
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(6)
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The
shares shall be registered shares.
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(7)
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Where
a resolution on capital increase does not stipulate whether the new shares
be bearer or registered shares, they shall be registered
shares.
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(8)
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The
Board of Management shall stipulate the form of share certificates and the
profit sharing and renewal certificates. A right of shareholders to
certification of their shares and profit shares is precluded unless
certification is necessary according to the rules of a stock exchange
where the stock is listed. The Corporation shall be entitled to issue
stock certificates embodying individual shares or several shares (global
certificates).
In
any capital increase, the distribution of profits in relation to new
shares may be determined in derogation of § 60 of the Stock
Corporation Act.
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(1)
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The
Board of Management shall consist of two members at least. For the rest
the
Supervisory Board shall determine the number of Board of Management
members.
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(2)
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Board
of Management members shall be outstanding experts on telecommunications,
the economy or business management.
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(3)
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The
Supervisory Board may appoint a Chairman as well as a Deputy Chairman
of
the Board of Management. Deputy members of the Board of Management may be
appointed.
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(4)
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The
Board of Management shall adopt by unanimous decision of all its members
its
Rules of Procedure, which shall require the consent of the Supervisory
Board.
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(1)
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The
Supervisory Board shall consist of twenty members, specifically ten
members representing the shareholders and ten members representing the
employees. The Supervisory Board members representing the shareholders
shall be elected by the shareholders' meeting and the Supervisory Board
members representing the employees shall be elected in accordance with the
provisions of the German Codetermination Act
(Mitbestimmungsgesetz).
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(2)
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The
members of the Supervisory Board shall be elected for the period ending
with the shareholders' meeting that approves the actions of the
Supervisory Board for the fourth financial year following commencement of
tenure of office. The financial year in which tenure of office commences
shall not be counted. The shareholders' meeting may determine, for members
representing shareholders, a shorter tenure of office at the time of their
election. A successor to a member representing shareholders who has
resigned prior to expiry of his/her tenure of office shall be elected for
the remainder of the retired member's tenure of office, unless the
successor's tenure of office is otherwise determined by the shareholders'
meeting.
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(4)
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Members
and substitute members of the Supervisory Board may resign from their
office by written notice to the Chairman of the Supervisory Board or to
the Board of Management, giving notice of four
weeks.
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(1)
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The
Supervisory Board shall elect from its members in accordance with § 27 (1)
and (2) of the Codetermination Act a Chairman and a Deputy Chairman for
the tenure of office as laid down in § 9 (2)
of these Articles of Incorporation. The election shall take place at the
close of the shareholders' meeting in which the Supervisory Board members
representing the shareholders and elected by the shareholders' meeting,
have been elected, in a meeting that has not been specially convened. If
the Chairman or the Deputy Chairman resigns prior to expiry of his tenure
of office, the Supervisory Board shall hold a new election to cover the
remainder of the retired person's tenure of
office.
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(2)
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Immediately
following election of the Chairman and the Deputy Chairman the Supervisory
Board shall establish, for the purpose of discharging the function set out
in
§ 31 (3)
of the Codetermination Act, a committee composed of the Chairman, the
Deputy Chairman and one member elected by the employee members and one
member
elected by the shareholder members by a majority of votes
cast.
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·
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those
which fundamentally change the net worth, financial position and results
of the Corporation or the Corporation risk exposure,
and
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·
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those
that establish, dissolve, acquire or sell equity interests in enterprises
above a limit to be determined by the Supervisory Board in the Rules of
Procedure,
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Remuneration
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(1)
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In
addition to reimbursement for cash expenses and value-added tax paid on
remuneration and expenses, the members of the Supervisory Board shall
receive:
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(a)
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a fixed
annual remuneration amounting to €
20,000.00;
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(b)
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a
performance-related annual remuneration amounting to € 300.00 for each
whole € 0.01 that the net profit per no par value share exceeds € 0.50 in
the financial year for which the remuneration is
paid;
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(c)
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a
performance-related annual remuneration as a long-term incentive amounting
to € 300.00 for every 4.0 % that the net profit per no par value share in
the second financial year (reference year) following the financial year in
question exceeds the net profit per no par value share in the financial
year preceding the financial year in question. The performance-related
annual remuneration as a long-term incentive for the financial year in
question shall be no more than the performance-related annual remuneration
as the long-term incentive for the financial year preceding the financial
year in question unless the net revenue in the reference year exceeds the
net revenue of the financial year preceding the financial year in
question.
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Neither
the remuneration pursuant to (b) nor the remuneration pursuant to (c) may
exceed the fixed annual remuneration pursuant to (a). The remuneration
pursuant to (b) may not exceed a total of 0.02 % of the Corporation's
unappropriated net income reported in the approved annual financial
statements of the financial year in question, reduced by an amount of 4.0
% of the contributions made on the lowest issue price of the shares at the
end of the financial year.
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(2)
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The
Chairman of the Supervisory Board shall receive two times the amount, and
the Deputy Chairman, one and a half times the amount of remuneration
pursuant to (1) hereof.
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(3)
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Moreover,
remuneration shall be increased by 0.5 times the amount pursuant to
(1) hereof for every membership on a Supervisory Board committee and by an
additional 0.5 times for every chairmanship held on a Supervisory Board
committee, but
by no more than two times the amount in (1) hereof. The membership or
chairmanship held on a committee formed pursuant to § 27 (3) of the
Codetermination Act orand on the Nomination
Committee shall not be taken into account when applying sentence
1.
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(4)
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In
addition, members of the Supervisory Board shall receive an attendance fee
amounting to € 200.00 for each meeting of the Supervisory Board or its
committees that they attend.
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(5)
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Members
of the Supervisory Board who are on the Supervisory Board for only part of
the financial year in question shall receive one twelfth of the
remuneration for every month of membership or part thereof. The same shall
apply to the increase in remuneration for the Supervisory Board Chairman
and Deputy Chairman pursuant to (2) hereof and to the increase in
remuneration for Supervisory Board committee membership or chairmanship
pursuant to (3) hereof.
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(6)
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Remuneration
pursuant to 1 (a) and (b) hereof and the attendance fee shall fall due
at the end of the shareholders' meeting to which the consolidated
financial statements for the financial year in question are presented or
which decides on its approval. Remuneration pursuant to (1) (c) hereof
shall fall due at the end of the shareholders' meeting to which the
consolidated financial statements for the reference year are presented or
which decides on its
approval.
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(7)
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In
calculating the remuneration pursuant to (1) hereof, the net profit and
net revenue reported in the consolidated financial statements approved and
endorsed with the unqualified audit opinion for the relevant financial
year shall be decisive. In calculating the net profit per no par value
share, the number of no par value shares issued (total number) at the end
of the financial year in question or, in the event of remuneration
pursuant to (1) (c) hereof, at the end of the financial year preceding the
financial year in question and at the end of the reference year, less the
Corporation's treasury shares that it holds at that time in each case,
shall be decisive.
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(8)
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The
fixed annual remuneration pursuant to (1) (a) hereof, the
performance-related annual remuneration pursuant to (1) (b) hereof and the
performance-related annual remuneration as a long-term incentive pursuant
to (1) (c) hereof shall be paid for the first time for the 2004 financial
year.
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(9)
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If
the total number of the Corporation's no par value shares changes after
the start of the 2004 financial year as a result of a share split, a
combining of no par value shares or a capital increase from the
Corporation's own resources by issuing new no par value shares (capital
transaction), the relevant number of no par value shares pursuant to (7)
sentence 2 hereof used for the purpose of calculating net profit per no
par value share shall be adjusted for every such capital transaction that
occurs prior to the date that is decisive for the calculation in order to
avoid a dilution effect. The adjustment shall be made by multiplying the
relevant number of shares with the quotient obtained by dividing the total
number of no par value shares in existence immediately prior to the
capital transaction by the total number of no par value shares in
existence immediately after the capital
transaction.
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(1)
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The
shareholders' meeting shall take place at the headquarters of the
Corporation, or at the location of a German stock exchange or in a German
city with a population of more than
250,000.
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(2)
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Convocation must be
published in the electronic Federal Gazette at least thirty days prior to
the date by which shareholders have to register for the shareholders'
meeting (§
16 (1)); the last date by which shareholders have to register for the
shareholders' meeting shall not be counted. If the deadline falls on a
Sunday, a legally recognized public holiday at the headquarters of the
Corporation or on a Saturday, the preceding working day shall take the
place of this
day.
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(2)
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The Corporation may transmit
the shareholders' meeting in audio and video in its entirety, if so decided by
the Board of Management and Supervisory Board and announced at the
time the meeting is called.
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(1)
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Eligible
to participate in and to
exercise their voting rights at the shareholders'’ meeting shall be those
shareholders who are included in the share register and who have
registered on
time with the Corporation in writing, by fax or, if the Board of
Management so decides, by electronic means to be stipulated in the
convocationwith
the Corporation on time. Shareholders may also register by fax or by using
a password-protected Internet Dialog that the Corporation provides for
this purpose. The Corporation must receive the registration at the
address stipulated for this purpose when the shareholders’ meeting is
called no later than on
the seventh day before the shareholders’ meeting. § 14 (2) sentence 2
shall apply accordingly. six days in advance of the
meeting, not counting the date of the meeting and the date of receipt of
the registration.
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(2)
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Voting
rights may be exercised by a proxy. If neither
a credit institution nor an association of shareholders is granted a
proxy, the proxy must be granted in writing or, if the Board of Management
so decides, by electronic means to be stipulated in the convocation. The
written form is also adhered to if the Corporation receives the signed
proxy document by fax, at the fax number specified when the shareholders’
meeting is called, by the deadline for registration stipulated in (1)
hereof. the
granting of the proxy is not subject to the scope of § 135 AktG, the
granting of the proxy, its revocation, and evidence of the authorization
may also be sent to the Corporation by fax using the fax number provided
in the convocation or by using a password-protected Internet Dialog that
the Corporation provides for this purpose. This does not place a
restriction on any forms that have already been directly provided for by
law on the granting of the proxy, its revocation, and the sending of
evidence of the authorization to the
Corporation.
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(1)
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The
shareholders' meeting shall be chaired by the Chairman of the Supervisory
Board or, in case of him being prevented, by another Supervisory Board
member representing the shareholders to be determined by the Supervisory
Board.
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(2)
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The
Chairman shall chair the meeting. He shall determine the order of
discussion ofin
which agenda items
are discussed as well as the manner and order of voting. He may set
an appropriate time limit for shareholders’ right to speak and ask
questions; he can, in particular, appropriately determine the length of
the Shareholders' Meeting and the time allotted for discussing items on
the agenda or for any individual questions or
comments.
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(1)
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Each
no par value share shall grant one vote in the shareholders'
meeting.
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(2)
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Resolutions
shall, unless mandatory legal provisions stipulate otherwise, be passed by
a simple majority of votes cast and, where the law prescribes a majority
shareholding in addition to a majority vote, by a simple majority of
capital stock represented at such time as the resolution is
passed.
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(1)
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The
Board of Management shall submit to the Supervisory Board the annual
financial statements and the management report as well as the consolidated
financial statements and the Group management report for the previous year
within the first three months of the financial year without delay after
the preparation thereof. The Board of Management must submit the proposal
for the appropriation of net income to the Supervisory Board at the same
time. §§ 298 (3) and 315 (3) German Commercial Code (HGB) remain
unaffected.
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(2)
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After
receipt of the report from the Supervisory Board, the Board of Management
shall convene without undue delay the ordinary shareholders' meeting,
which shall take place within the first eight months of each
financial year. It shall rule on the approval of the actions of the Board
of Management and the Supervisory Board, on the choice of auditor and on
appropriation of net income for the
year.
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(3)
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The
Board of Management and the Supervisory Board shall be empowered, at the
time of adoption of the annual financial statements, to allocate to other
reserves wholly or in part the net income for the year remaining after
deduction of the amounts to be allocated to the legal reserves and of any
loss carried forward. Allocating a larger part than half of the net income
for the year shall not be permitted where the other retained earnings
would exceed half of the capital stock following
allocation.
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(4)
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The
unappropriated net income for the year shall be distributed among the
shareholders unless the shareholders' meeting decides on a different
appropriation.
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(5)
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The
shareholders' meeting may also decide to pay dividends in kind if these
assets are such as can be traded on a market as defined by § 3 (2) of the
Stock Corporation Act
(Aktiengesetz).
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DEUTSCHE
TELEKOM AG
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By:
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/s/ Guido
Kerkhoff
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Name:
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Guido
Kerkhoff
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Title:
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Member
of the Management Board for Southern and Eastern
Europe
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