We hereby invite our shareholders to attend the company's Shareholders' Meeting to be held at the TUI Arena, Expo Plaza 7, 30539 Hannover, on Tuesday, April 26, 2005, starting at 10:00am.
If it is not possible to get through the entire Agenda on this day the Shareholder's Meeting will be continued on Wednesday April 27, 2005 starting at 10:00am at the same place.
Agenda
1. Presentation of the approved annual financial statements and consolidated financial statements approved by the Supervisory Board as of December 31, 2004, the combined management report for Deutsche Telekom AG and the Group and the Supervisory Board's report on the 2004 financial year.
These documents are available for inspection in the business offices of Deutsche Telekom AG at the Company's registered office, Friedrich-Ebert-Allee 140, 53113 Bonn, Germany, and on the Internet at
They will also be available for inspection during the Shareholders' Meeting.
2. Resolution on the appropriation of net income.
The Board of Management and Supervisory Board propose that the net income totaling € 2,881,090,240.54 be used as follows:
Payment of a dividend of € 0.62 for each individual dividend-bearing no-par-value share and carrying forward of the remaining balance to the new account.
Based on this proposed dividend, a dividend total resulting from the dividend-bearing capital stock of € 10,675,798,676.48 on the day of publishing the annual financial statements (on February 22, 2005), divided up into 4,170,233,858 individual no par value shares, is € 2,585,544,991.96 and the retained profit brought forward is € 295,545,248.58.
The final amounts depend on the number of shares carrying dividend rights issued when the vote on the resolution on the appropriation of net income was taken. If the number of shares carrying dividend rights decreases, the amount to be carried forward to the new account increases accordingly. If the number of shares carrying dividend rights increases, the amount to be carried forward to the new account decreases accordingly.
The dividend is payable on April 28, 2005.
3. Resolution regarding approval of the Board of Management's actions for the 2004 financial year.
4. Resolution regarding approval of the Supervisory Board's actions for the 2004 financial year.
5. Resolution on the appointment of the independent auditor and the Group auditor for the 2005 financial year.
6. Resolution authorizing the Company to purchase and use its own shares including use for exclusion of subscription rights.
7. Election of State Secretary Volker Halsch as Member of the Supervisory Board.
8. Election of Dr. Wolfgang Reitzle as Member of the Supervisory Board.
9. Resolution on the authorization to issue convertible bonds and/or bonds with warrants (which can also each have dividend-related interest like a participating bond) under the revocation of the existing authorization and creation of additional contingent capital and amendment to the Articles of Incorporation as well as the option of excluding the subscription right.
10. Resolution regarding approval to conclude a control agreement with MagyarCom Holding GmbH.
11. Resolution regarding approval to conclude a control agreement with DeTeFleetServices GmbH.
12. Resolution regarding approval to conclude a control agreement with DFMG Holding GmbH.
13. Resolution regarding approval to conclude a control agreement with DeTe Immobilien, Deutsche Telekom Immobilien und Service GmbH.
14. Resolution regarding approval to conclude a control agreement with DeTeAssekuranz - Deutsche Telekom Assekuranz-Vermittlungsgesellschaft mbH.
15. Resolution regarding approval to conclude a control agreement with T-Punkt Vertriebsgesellschaft mbH.
16. Resolution regarding approval to conclude a control agreement with Deutsche Telekom Training GmbH.
17. Resolution regarding approval to conclude a control agreement with T Systems International GmbH.
18. Resolution regarding approval to conclude a control agreement with DeTeMedien, Deutsche Telekom Medien GmbH.
19. Resolution regarding approval to conclude a control agreement with Carmen Telekommunikationsdienste GmbH.
20. Resolution regarding approval to conclude a control agreement with Norma Telekommunikationsdienste GmbH.
21. Resolution regarding approval to conclude a control agreement with Traviata Telekommunikationsdienste GmbH.
The following documents are available for inspection by shareholders in the business offices of Deutsche Telekom AG at the Company's registered office, Friedrich-Ebert-Allee 140, 53113 Bonn, as well as during the Shareholders' Meeting: They are also available on Deutsche Telekom AG's Internet site at
the respective control agreements,
the annual financial statements and consolidated financial statements as well as the combined management reports of Deutsche Telekom AG and the Group for the 2002, 2003 and 2004 financial years,
the annual financial statements and - if available - the consolidated financial statements, management reports and Group management reports of each subsidiary for the last three financial years insofar as the subsidiaries concerned had already commenced operations at these times,
each report jointly prepared by the Board of Management of Deutsche Telekom AG and the respective Management of the subsidiary concerned.
22. Resolution regarding approval to conclude a profit and transfer agreement with MagyarCom Holding GmbH.
The following documents are available for inspection by shareholders in the business offices of Deutsche Telekom AG at the company's registered office, Friedrich-Ebert-Allee 140, 53113 Bonn, as well as during the Shareholders' Meeting: They are also available on Deutsche Telekom AG's Internet site at
the profit and loss transfer agreement,
the annual financial statements and consolidated financial statements as well as the combined management reports of Deutsche Telekom AG and the Group for the 2002, 2003 and 2004 financial years,
the annual financial statements of the subsidiary for the 2002, 2003 and 2004 financial years,
the report jointly prepared by the Board of Management of Deutsche Telekom AG and the Management of the subsidiary concerned.
23. Amendment of the Articles of Incorporation in line with the draft bill for the Law on Corporate Integrity and Modernization of the Right of Avoidance (UMAG - Unternehmensintegrität und Modernisierung des Anfechtungsrechts).
The complete text of the agenda with the management's proposals for the resolutions as well as the reports to the Shareholders' Meeting are published in the electronic Federal Gazette of March 15, 2005.
Participation in the Shareholders' Meeting
Those shareholders who are entered in the shareholders' register as shareholders of the Company and whose attendance registration has been received by the Company no later than by Tuesday, April 19, 2005, are entitled to participate in the Shareholders' Meeting and to exercise their voting rights at the Shareholders' Meeting pursuant to § 16 of the Articles of Incorporation.
Shareholders who are entered in the shareholders' register can register for the Shareholders' Meeting by writing to Deutsche Telekom AG at the company's registered office or directly to the following address:
Hauptversammlung 2005
Deutsche Telekom AG
60204 Frankfurt am Main, Germany
by fax to the following number
+ 49 (0) 228 - 181 78879
or electronically at the Internet address
Shareholders who are entered in the shareholders' register and intend to exercise their voting rights at the Shareholders' Meeting can request that an admission ticket be sent to them when they register via one of the above addresses. Furthermore, they can have their voting rights exercised at the Shareholders' Meeting by a party authorized to do so, for example, by a bank, a shareholders' association or the proxies provided by the Company. If neither a bank nor a shareholders' association is to be granted authorization, the proxy authorization must be provided in writing or via the above Internet address.
We will inform our shareholders of the details for voting by proxy and issuing instructions and provide forms for this purpose when the invitations are sent out.
Countermotions on Board of Management or Supervisory Board proposals concerning a specific item on the agenda, and nominations for the election of the independent auditor or for the election of a member to the Supervisory Board can be sent to the following address:
Deutsche Telekom AG
Zentralbereich Investor Relations
53113 Bonn, Germany
Fax: +49 (0) 228 181-88259
E-Mail: countermotions.bonn@telekom.de
Motions and nominations for elections sent to any other address will not be taken into account when nomination notifications are made accessible in accordance with §§ 126, 127 AktG. We shall announce motions and nominations for election that must be made accessible that have been received from shareholders by no later than
midnight on Tuesday, April 12, 2005
including the name of the shareholder, the reasons and any management comments, at the following Internet address:
Owners of American Depositary Shares (ADS) who intend to take part in the Shareholders' Meeting can register via: Citibank N.A., New York, N.Y., USA. Shareholders who hold their shares in Japan through Japan Securities Clearing Corporation and who wish to exercise their right to vote should get in touch with Sumitomo Trust & Banking Co. Ltd., Tokyo, Japan.
On request, every shareholder will be sent a copy of the documents, which will also be available for inspection at the Shareholders' Meeting, without delay and free of charge.
These documents can also be retrieved from the Internet at
According to the resolution adopted by the Board of Management and the Supervisory Board, the Shareholders' Meeting will be transmitted live at full length on the Internet at
http://www.telekom.de/hv-live (not yet available)
pursuant to § 15 (2) of the Articles of Incorporation.
Bonn, March 2005
Deutsche Telekom AG
The Board of Management
DAX
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