Statutes of Deutsche Telekom AG (appendix to the Act on the Conversion of Companies of the Deutsche Bundespost into the legal form of the joint-stock company)

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TelekAGSa

Date of completion: 14.09.1994

Full quote:

" Articles of Association of Deutsche Telekom AG (appendix to the Law on the Conversion of Companies of the German Federal Post into the Legal Form of the Company) of 14 September 1994 (BGBl. I p. 2325, 2339, 2350) "

Footnote

(+ + + Text evidence from: 1. 1.1995 + + +)
(+ + + Text of the law see: PostUmwG + + +)

I.
General provisions

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§ 1 Company, seat and financial year

(1) The Company-hereinafter referred to as "Company"-leads the company Deutsche Telekom AG. (2) It has its registered office in Bonn. (3) fiscal year is the calendar year. Unofficial table of contents

§ 2 Subject matter of the company

(1) The subject matter of the company is the operation in the entire telecommunications sector and in related fields in Germany and abroad. (2) The company is entitled to all other transactions and measures which appear to be suitable for the purpose of To serve the purpose of the company. It may also establish, acquire and participate in other undertakings of the same or a related nature at home and abroad, as well as conduct such undertakings or confine themselves to the management of participation. It may, in whole or in part, outsource its operations to related undertakings. Unofficial table of contents

§ 3 Appointment of the Bundesanstalt für Post und Telekommunikation Deutsche Bundespost

In accordance with the provisions of Section 3 (2) of the Federal Office for Post-Law, the German Federal Office for Post and Telecommunications (Bundesanstalt für Post und Telekommunikation Deutsche Bundespost) is responsible for carrying out matters For this purpose, it shall conclude agreements with the Federal Institute for the purpose of disclosing business transactions contracts. Unofficial table of contents

§ 4 Notices

The announcements of the company will be published in the Federal Gazette.

II.
Share capital and shares

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§ 5 Amount and division of the share capital

(1) The share capital of the company is ten billion Deutsche Mark. It is divided into two hundred million shares in the nominal amount of fifty German marks each. (2) The Executive Board is authorized to hold the share capital once again up to the end of five years since the registration by issuing new shares against cash and cash deposits once or to increase it several times. The total amount of the increases shall not exceed half of the share capital referred to in paragraph 1. (3) The shares shall be denominated in the holder. (4) If the increase in the increase is increased, no provision is made as to whether the new shares are to be applied to the shares. The owner or the name should be the owner. (5) The form of the share certificates and the profit share and renewal certificates shall be determined by the board of directors. A certificate may be issued via several shares of a shareholder. (6) In the case of a capital increase, the profit-sharing of new shares may be determined by way of derogation from § 60 of the German Stock Corporation Act (AktG).

III.
Board

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§ 6 Composition and Rules of Procedure

(1) The Management Board shall consist of at least two members. In addition, the Supervisory Board determines the number of members of the Management Board. (2) The members of the Management Board are to be outstanding experts in telecommunications, business or corporate management. A Management Board member may only enter the Supervisory Board, the Board of Directors or the Advisory Board of an acquisition company with the approval of the Supervisory Board. (3) The Supervisory Board may be a Chairman of the Management Board and a Deputy Chairman of the Supervisory Board. Chairman of the Board of Management. Members of the Management Board may be appointed. (4) The Management Board shall adopt a Rules of Procedure, which shall require the approval of the Supervisory Board, by a unanimous decision of all Management Board members. Unofficial table of contents

§ 7 Representation of the company

The Company shall be legally represented by two members of the Board of Management or by a member of the Board of Management in the Community with a Procurist. Deputy members of the Management Board are equal in respect of the representative power of regular members of the Management Board. Unofficial table of contents

§ 8 Management

The Management Board shall conduct the business in accordance with the Rules of Procedure and the business distribution plan approved by the Supervisory Board. Unofficial table of contents

§ 9 Transactions subject to consent

(1) The rules of procedure of the Supervisory Board determine which business shall only be carried out by the Management Board with the prior consent of the Supervisory Board. (2) The Supervisory Board may at any time make further business dependent on its approval. It may, in general or in the event that the individual business meets certain conditions, issue in advance the consent of a particular group of transactions.

IV.
Supervisory Board

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§ 10 Composition, term of office, office of office

(1) The Supervisory Board consists of twenty members, namely ten Supervisory Board members of the shareholders and ten Supervisory Board members of the employees. The Supervisory Board members of the shareholders will be appointed by the Annual General Meeting, the Supervisory Board members of the employees will be appointed in accordance with the provisions of the Codetermination Act. (2) The appointment of the Supervisory Board members shall take place for the period of time until the end of the Annual General Meeting, which decides on the discharge of the Supervisory Board for the fourth financial year after the start of the term of office. The financial year in which the term of office begins shall not be included. The Annual General Meeting may appoint a shorter term for members of the shareholders in the election. The appointment of a successor to a member of the shareholders who has been retired before the end of his term of office shall, to the extent that the Annual General Meeting does not determine the term of office of the successor, shall be effected for the remainder of the term of office of the appointing person Member. (3) With the appointment of a Supervisory Board member, a substitute member may be appointed at the same time, the member of the Supervisory Board will be appointed if the member of the Supervisory Board fails before the expiry of his term of office, without a successor is ordered. The office of a substitute member of the shareholders who has been resigned to the Supervisory Board shall expire as soon as a successor is appointed for the retired member of the Supervisory Board, at the latest with the expiry of the term of office of the retired Supervisory Board member. (4) The Members and the substitute members of the Supervisory Board may submit their duties by a written declaration to be made to the Chairman of the Supervisory Board or to the Board of Directors, subject to a deadline of four weeks. Unofficial table of contents

§ 11 Chairman and Deputy

(1) In accordance with Section 27 (1) and (2) of the Co-Determination Act, the Supervisory Board shall elect a Chairperson and a Deputy for the term of office specified in Section 10 (2) of this Statute. The election shall be made after the Annual General Meeting, in which the Supervisory Board members of the shareholders to be elected by the Annual General Meeting have been appointed, in a meeting which will be held without special convening. If the Chairman or his deputy leaves his office before the end of the term of office, the Supervisory Board shall elect a new election for the remaining term of office of the Supervisory Board. (2) Immediately after the election of the Chairman and his The Supervisory Board shall provide the Supervisory Board with the task of exercising the task referred to in Article 31 (3) of the Codetermination Act, a committee to which the chairman, his deputy, and one each of the members of the employees and of the members members of the shareholders are members elected by a majority of the votes cast. Unofficial table of contents

§ 12 Rules of Procedure

Within the scope of the mandatory statutory provisions and the provisions of this Statute, the Supervisory Board shall adopt its rules of procedure. Unofficial table of contents

Section 13 convening

(1) Supervisory Board meetings shall be convened by the Chairperson or, in the event of his prevention, by his deputy, subject to a period of two weeks. In the calculation of the time limit, the date of dispatch of the invitation and the day of the meeting shall not be counted. In urgent cases, the person to be employed may shorten the period of appeal and convene verbal, telephonic, telex, telegraphic or fax. (2) The invitation shall include the place and time of the meeting, as well as the individual points of the Indicate the agenda. Additions to the agenda must be communicated before the deadline for appeal. (3) The Chairman may cancel or relocate a convened meeting for good reason. He is entitled to interrupt a commenced meeting in the short term. Subject to a deviating majority decision of the Supervisory Board, the Chairman shall decide on longer-term interruptions. Unofficial table of contents

Section 14 Decision-making

(1) The decisions of the Supervisory Board are usually taken at meetings. The chairman shall determine the order in which the items on the agenda are to be negotiated and the nature and order of the votes. In the case of items on the agenda which have not been communicated in due time, only a decision may be taken if no Member is in conflict with the proceedings. In such a case, absent members shall be given the opportunity, within a reasonable time limit determined by the chairman, to object to the decision-making or to cast their votes subsequently; the decision shall not take effect until no absent member within the period. (2) Outside of meetings, decision-making shall be permitted by written, telegraphic, telegraphic, televised or remotely copied votes, if all the members are appointed by the chairman agree or agree on the proposed type of vote participate. Such decisions shall be made by the Chairman in writing and shall be forwarded to all members. (3) The Supervisory Board shall be quorum if at least half of the members from which he/she has to pass, in person or by written vote (Section 108 (3) of the German Stock Corporation Act) participating in the decision-making process. A Member shall also take part in the decision-making procedure if it is abstain in the vote. (4) The Chairman may, at the request of two Members, take a decision on individual or all items on the agenda. for a maximum period of four weeks, if the decision-making does not involve the same number of members of the shareholders and of the employees, or if there is a significant reason for the postponement. The Chairman is not entitled to a further postponement. (5) Decisions of the Supervisory Board shall require a majority of the votes cast, unless a different majority is required by law. If a vote is equal to a vote, the chairman shall have two votes on the same subject-matter, if it also gives a vote of votes. The second vote may also be made in writing in accordance with paragraph 3. The Chairman of the Supervisory Board shall not exercise his right of second vote after consulting the committee responsible for the subject matter following the first vote. The re-vote shall not be carried out before the expiry of a period of two weeks. The deadline may be reduced by mutual agreement. (6) The Chairman and-in the event of prevention of the Chairman-the Vice-Presidents are authorized, in the name of the Supervisory Board, to implement the decisions of the Supervisory Board and its committees To make the required declarations of intent and to accept statements for the Supervisory Board. Unofficial table of contents

Section 15 Committees

(1) The Supervisory Board appoints a Personnel Committee and a Committee for Other Affairs from its centre-in addition to the Committee referred to in Article 11 (2)-a staff committee. The committees may, to the extent permitted by law, be referred to the decision-making powers of the Supervisory Board. The Supervisory Board may appoint further committees. (2) The provisions of § § 13 and 14-with the exception of the right of two votes-apply to the committees ' procedures. The committee may elect a chairman from among its members if the supervisory board does not designate a chairman. The Chairman of the Personnel Committee is chaired by a member of the Supervisory Board of the employees, who is chaired by a member of the Supervisory Board of the shareholders. Unofficial table of contents

Section 16 secrecy

Even after leaving office, the members of the Supervisory Board shall have confidential information and secrets of the Company, including operational and business secrets, which will be disclosed to them by their activities on the Supervisory Board, Keep silent. Unofficial table of contents

§ 17 Compensation

(1) The members of the Supervisory Board shall receive, in addition to the replacement of their outlays, a fixed annual remuneration, payable after the end of the financial year, the amount of which shall be determined by the General Meeting. The Chairman of the Supervisory Board is twice, a Vice-Chairman of one-and-a-half times this amount. Members of the Supervisory Board who have been a member of the Supervisory Board for only part of the financial year receive a lower remuneration in proportion to the time. (2) The company's revenue tax payable on remuneration and outlays will be paid by the Company. refunded.

V.
General Meeting

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§ 18 Place and convening

(1) The Annual General Meeting shall be held at the company's registered office or at a German stock exchange place. (2) The convocation must be published in the Federal Gazette at least one month before the last filing date (Section 19 (2)); the day shall be the day the notice and the last day of filing shall not be included. Unofficial table of contents

Section 19 The right of participation and voting rights

(1) In order to participate in the Annual General Meeting and to exercise the right to vote at the Annual General Meeting, those shareholders who hold their shares at the company's office, at a German notary, at a securities collection bank or in the case of the shareholders ' meeting are entitled to participate in the Annual General Meeting -otherwise leave the office during the business hours and leave it there until the end of the Annual General Meeting. The deposit shall also be deemed to have been effected in the case of one of the notified bodies if shares are held at a credit institution with the consent of a deposit position for the same at a credit institution until the end of the annual general meeting. (2) The Deposit must be made no later than the seventh day before the meeting. If the last day of the deposit period falls on a Sunday, a Saturday or a general public holiday recognised at the place of deposit, the deposit shall be made no later than the previous working day. (3) In the case of deposit in the case of a German notary or in the case of a securities collection bank, the certificate to be issued shall be submitted to the company at the latest on the first working day, with the exception of Sunday evening, after the expiry of the deposit period. Unofficial table of contents

Section 20 Presidency of the Annual General Meeting

(1) The Chairman of the Supervisory Board or a member of the Supervisory Board appointed by him shall be chaired by the Chairman of the Annual General Meeting and shall be composed of the members elected and seconded by the shareholders. In the event that neither the Chairman of the Supervisory Board nor any member of the Supervisory Board appointed by him assumes the Chair, the Chairman shall be elected by the General Meeting. (2) The Chairman shall head the Assembly. It shall determine the order in which the items on the agenda are to be negotiated and the nature and order of the votes. Unofficial table of contents

Section 21 Decision-making

(1) The nominal value of the ordinary shares shall be expressed in a single vote in the Annual General Meeting. (2) The decisions shall, unless mandatory statutory provisions are in conflict, by a simple majority of the votes cast, and, where the Law other than the majority of votes requires a majority of the capital, with the simple majority of the basic capital represented in the decision-making.

VI.
Annual accounts and profit use

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§ 22 Annual General Meeting and Annual General Meeting

(1) In the first three months of the financial year, the Management Board shall draw up the annual accounts and the annual report for the past year and submit them to the statutory auditor. After receipt of the audit report, the annual financial statements, the management report, the audit report and the proposal for the appropriation of the balance sheet profit shall be submitted immediately to the Supervisory Board for consideration. (2) After receipt of the report of the Supervisory Board the Management Board has to convene the Annual General Meeting without delay, which shall take place within the first eight months of each financial year. It decides on the discharge of the Executive Board and the Supervisory Board, on the election of the auditor and on the appropriation of the balance sheet profit. (3) The Board of Management and the Supervisory Board are authorized to determine the annual financial statements. The annual surplus remaining after deduction of the amounts to be entered in the statutory reserve and a loss contribution shall be adjusted in part or in whole to other reserves. The adjustment of a larger part than half of the net profit is not allowed, insofar as the other retained earnings after the adjustment would exceed half of the share capital. (4) The balance sheet profit shall be distributed to the shareholders, to the extent that the general meeting decides not to use another.

VII.
Federal Audit Office

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§ 23 Federal Court of Auditors

The Federal Court of Auditors has the powers under Section 54 of the Basic Budget Law.

VIII.
Business intake

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Section 24 Business admission

The operations of Deutsche Telekom AG will be recorded on 1 January 1995. From this point on, the actions of Deutsche Bundespost TELEKOM shall be deemed to have been carried out on behalf of Deutsche Telekom AG.