Position on the counter-motions

Item 2 on the agenda:

In December 1999, Deutsche Telekom resolved to participate in a compensation fund for forced laborers by contributing a payment of around DM 100 million at that time. This payment into the compensation fund for forced laborers is a management matter for which the Board of Management of Deutsche Telekom, rather than the Shareholders' Meeting, is responsible.

Deutsche Telekom set itself the goal of increasing company value on a long-term basis while taking into consideration the interests of its shareholders, employees and customers. Shareholders' interests in an attractive dividend are taken into consideration through the proposal from the Board of Management and Supervisory Board to the Shareholders' Meeting to pay a dividend of EUR 0.62 per share carrying dividend rights for the 2004 financial year. The proposed dividend is also covered by net income as shown in the unconsolidated financial statements of Deutsche Telekom AG. The proposed dividend payment is therefore appropriate. The dividend proposal is completely separate from the company's authorization to buy back its own shares.

Items 3 and 4 on the agenda:

Within the framework of selling T-Shares of Kreditanstalt für Wiederaufbau (KfW) in June 2000, the so-called bookbuilding procedure was used. The issue was oversubscribed threefold. The placement price of EUR 66.50 - or EUR 63.50 for non-institutional investors who received the early-subscriber bonus - was below the share price applicable at the time.

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Furthermore, the stock exchange admission prospectus (Börsenzulassungsprospekt) reported all relevant facts accurately. The accounting for Deutsche Telekom real estate was correct at all times. This was confirmed by accredited real estate experts, renowned auditing companies and university professors. Moreover, we strongly reject all accusations raised in the counter-proposal.

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As a result of high penetration rates, the mobile communications markets in Western Europe have changed and growth has slowed down. In Germany in particular, the effects of tougher competition and increased regulation are making themselves known. T-Mobile recognized these changes on a timely basis and is ensuring its future competitiveness by consistently gearing itself to profitable growth. Last, but not least, by working together responsibly with the other side of industry, T-Mobile managed to reduce the number of staff cuts initially planned in Germany by more than fifty percent. T-Mobile has expressly avoided compulsory redundancies for all 550 jobs to be cut.

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Deutsche Telekom's real estate strategy is geared to using the real estate of the Group in as economically efficient a way as possible. As part of this strategy, assessments are carried out by Sireo Real Estate Asset Management as to the possible uses of all real estate. While bearing in mind this target, Deutsche Telekom always tries to reconcile its interests with those of third parties.

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The planned merger of T-Online with Deutsche Telekom provides for the drastic changes on the telecommunications market. Both the Board of Management and the Supervisory Board of Deutsche Telekom believe it is the right thing to do. We strongly reject the accusations made against Deutsche Telekom and its bodies, in particular the accusation of disloyalty.

At the time of T-Online's initial public offering, the classic products of telecommunications companies and the Internet were widely considered separate markets. On the one hand, this was clearly reflected by the product-oriented approach of the major European and non-European telecommunications groups, and on the other, by the variety of newly created or spun-off Internet access providers.

T-Online went public to provide the possibility of using the company's own shares as an acquisition currency. T-Online has actually made use of this possibility on various occasions, for example, to purchase its French and Spanish subsidiaries Club Internet and Ya.com or to purchase a stake in comdirect. Using an established pricing procedure (bookbuilding), the issue price for T-Online shares was fixed at the lower end of the bookbuilding scale and was fair in view of the market climate at the time.

The competitive environment in Europe today, characterized by broadband Internet and double and triple play offers, can no longer be compared with the situation at the time of T-Online's IPO. Technical developments, and the ensuing overlapping of products, are leading to increasing demand for combined product packages from one source, which are completely compatible and coordinated with each other . This, in turn, is leading to the business models of telecommunications companies and Internet service providers merging in the medium term from the perspective of providers and customers.

Other telecommunications companies have also reacted to this market trend by completely reintegrating Internet subsidiaries that were previously spun off and, in some cases, listed on the stock exchange (e.g. France Telecom/Wanadoo; Telefonica/Terra Lycos; Belgacom/ Infosources/Skynet; Swisscom/Bluewin). Deutsche Telekom and T-Online must also react appropriately to this development in the interests of their respective shareholders. The proposed merger allows shareholders of both companies to participate in the positive developments expected on the broadband and Internet market. The exchange ratio agreed in the merger agreement reflects current value relationships and was deemed appropriate by the independent merger auditor selected by the presiding court.

For an economic explanation and rationalization of the merger, in particular against the backdrop of the changes in the telecommunications market, please also refer to the explanations provided in the joint merger report of the Boards of Management of Deutsche Telekom and T-Online.

Item 6 on the agenda:

The counter-motion regarding the acquisition of treasury shares for the purpose of servicing T-Online stock options is misleading. Authorizing the company to purchase its own shares does not mean issuing new stock options or launching new stock option plans. Furthermore, we would like to point out that Deutsche Telekom has disclosed the remuneration of the members of its Board of Management, thus fully complying with the requirements of the German Corporate Governance Code.

Item 23 on the agenda:

The Law on Corporate Integrity and Modernization of the Right of Avoidance (UMAG) is expected to come into force on November 1, 2005, i.e., it will be valid and applicable when Deutsche Telekom's 2006 Shareholders' Meeting takes place. Even now, the law calls for the Chair of the meeting to conduct the Shareholders' Meeting properly and without delays, and to bring the meeting to an end within a reasonable period of time within the limits of applicable statutory provisions.

Deutsche Telekom agrees to the legislator's goals behind the UMAG, namely to improve the quality and efficiency of discussions at shareholders' meetings by introducing the possibility of setting appropriate time limits for shareholders' rights to speak and ask questions. Expert and institutional investors in particular, especially those from abroad, are normally interested in shareholders' meetings being conducted in an efficient way with a clear focus on the key strategic issues, so that they can be completed within a reasonable and appropriate period of time.

The board of management stands by his motions for resolution on the agenda.

Bonn, April 2005

Deutsche Telekom AG

The Board of Management