We hereby invite our shareholders to attend the shareholders' meeting on Wednesday, May 3, 2006, from 10:00am to be held at the Kölnarena, Willy-Brandt-Platz 1, 50679 Cologne, Germany.
Agenda
1. Presentation of the approved financial statements of Deutsche Telekom AG and the consolidated financial statements approved by the Supervisory Board as of December 31, 2005, the management report for Deutsche Telekom AG and management report for the Group, and the Supervisory Board's report for the 2005 financial year.
These documents are available for inspection on the business premises of Deutsche Telekom AG at the registered office of the Corporation at Friedrich-Ebert-Allee 140, 53113 Bonn, Germany, and on the Internet at http://www.deutschetelekom.com.
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 unappropriated net income totaling €3,569,672,664.50 be used as follows:
Payment of a dividend of € 0.72 per no par value share carrying dividend rights,carry forward the remaining balance to unappropriated net income.
Based on this proposed dividend, a dividend total resulting from the dividend-bearing capital stock of € 10,683,532,753.92 on the day of publishing the annual financial statements (on February 13, 2006), divided up into 4,173,254,982 no par value shares, is €3,004,743,587.04, and the unappropriated net income carried forward is €564,929,077.46.
The final amounts depend on the number of shares carrying dividend rights when the vote on the resolution on the appropriation of net income was taken. If the number of shares carrying dividend rights and thus the total dividend decreases, the amount to be carried forward to unappropriated net income increases accordingly. If the number of shares carrying dividend rights and thus the total dividend increases, the amount to be carried forward to unappropriated net income decreases accordingly.
The dividend is payable on May 4, 2006.
3. Resolution on the approval of the actions of the members of the Board of Management for the 2005 financial year.
4. Resolution on the approval of the actions of the members of the Supervisory Board for the 2005 financial year.
5. Resolution on the appointment of the independent auditor and the Group auditor for the 2006 financial year.
6. Resolution authorizing the Corporation to purchase and use its own shares including use with the exclusion of subscription rights.
7. Resolution on the creation of authorized capital 2006 for cash and/or non-cash contributions, with subscription rights excluded, to grant shares to employees as well as the relevant amendment to the Articles of Incorporation.
8. Resolution on approval of the split off and share transfer agreement with T-Systems Business Services GmbH.
9. Resolution on the approval of the control and profit and loss transfer agreement with SCS Personalberatung GmbH.
10. Resolution on the approval of the control and profit and loss transfer agreement with Caspar Telekommunikationsdienste GmbH.
11. Resolution on the approval of the control and profit and loss transfer agreement with Melchior Telekommunikationsdienste GmbH.
12. Resolution on the approval of the control and profit and loss transfer agreement with Balthasar Telekommunikationsdienste GmbH.
13. Resolution on approval of the control agreement with T-Com Innovationsgesellschaft mbH.
14.Resolution on the amendment of §§ 14 (2) and (16) of the Articles of Incorporation, especially to bring the Articles of Incorporation into line with the German Law on Corporate Integrity and Modernization of the Right of Avoidance (Gesetz zur Unternehmensintegrität und Modernisierung des Anfechtungsrechts).
15. Election of a Supervisory Board member.
(Nominated by the Supervisory Board: Dr. Thomas Mirow.)
16. Election of a Supervisory Board member.
(Nominated by the Supervisory Board: Ms. Ingrid Matthäus-Maier.)
17. Election of a Supervisory Board member.
(Nominated by the Supervisory Board: Dr. Mathias Döpfner.)
18. Election of a Supervisory Board member.
(Nominated by the Supervisory Board: Prof. Dr. Wulf von Schimmelmann.)
19. Election of a Supervisory Board member.
(Nominated by the Supervisory Board: Dr. Hubertus von Grünberg.)
20. Election of a Supervisory Board member.
(Nominated by the Supervisory Board: Mr. Bernhard Walter.)
The complete text of the agenda with the management's proposals for the resolutions and the reports to the shareholders' meeting has been published in the electronic Federal Gazette of March 23, 2006, and can also be obtained free of charge at the paying agency - Dresdner Bank AG, Corporate Center Volkswirtschaft (Erfüllung der Zahlstellenpublizität), 60301 Frankfurt am Main, Germany.
Participation in the shareholders' meeting
Shareholders are eligible to participate in the shareholders' meeting and to exercise the right to vote at the shareholders' meeting under § 16 of the Articles of Incorporation if they have registered with the Corporation in writing, by fax or via the Internet by midnight on Wednesday, April 26, 2006, at the latest and are entered in the shareholders' register when their registration is received.
It is possible to register with the Corporation in the following ways:
either in writing by registering with the Board of Management at the registered office of the Corporation at the following address:
Deutsche Telekom AG
Hauptversammlung 2006
Friedrich-Ebert-Allee 140
53113 Bonn
Germany
or directly at the following address:
Hauptversammlung 2006
Deutsche Telekom AG
20683 Hamburg
Germany
or by fax at the fax number
+49 (0) 228 181-78879
or (provided that the shareholder has been entered in the shareholders' register no later than two weeks before the date of the shareholders' meeting) electronically via the Internet in accordance with the stipulated procedure at the Web site http://www.agm-telekom.de.
Details on the procedure to follow when registering via the Internet can be found at the above Web site.
There is also the option of having the voting right 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 Corporation. 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 Web site.
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.
Counter-motions 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
Friedrich-Ebert-Allee 140
D-53113 Bonn
Germany
Fax: +49 (0) 228 181-88259
E-mail: counter-motions.bonn@telekom.de
Motions and nominations for elections sent to any other address will not be taken into account when notice of such motions or nominations is given in accordance with §§ 126, 127 AktG. Motions and nominations submitted by shareholders that need to be made generally available and have been received
by midnight on Wednesday, April 19, 2006,
will be made public, stating the name of the shareholder, the reasons and any comments by the management, at the following Web site: http://www.deutschetelekom.com
Owners of American Depositary Shares (ADS) who intend to take part in the shareholders' meeting can register via: Deutsche Bank Trust Company Americas, 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.
Every shareholder will, upon request, 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 http://www.deutschetelekom.com
According to the resolution adopted by the Board of Management and the Supervisory Board, the shareholders' meeting will be broadcast live at full length on the Internet, pursuant to § 15 (2) of the Articles of Incorporation, at http://www.telekom.de/hv-live.
Bonn, March 2006
Deutsche Telekom AG
The Board of Management
DAX
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