UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2004
DEUTSCHE TELEKOM AG
(Translation of registrant's name into English)
Friedrich-Ebert-Allee 140
53113 Bonn
Germany
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F____
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101 (b)(1): _______
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101 (b)(7): _______
Indicate by check mark whether the registrant by furnishing the information
contained in this form, the registrant is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes ____ No X
This report is deemed submitted and not filed pursuant to the rules and
regulations of the Securities and Exchange Commission.
DEUTSCHE TELEKOM AG
BONN
- ISIN no. DE0005557508 -
INVITATION
TO THE COMPANY'S SHAREHOLDERS' MEETING
We hereby invite our shareholders to attend the
COMPANY'S SHAREHOLDERS' MEETING
at the Kolnarena, Willy-Brandt-Platz 1, 50679 Cologne
ON TUESDAY, MAY 18, 2004, 10:00 A.M.
Agenda
1. Presentation of the approved financial statements and the consolidated
financial statements approved by the Supervisory Board as of December 31,
2003, the combined management report for Deutsche Telekom AG and the Group
and the Supervisory Board's report on the 2003 financial year.
These documents are available for inspection on the business premises of
Deutsche Telekom AG at the registered office of the Company at
Friedrich-Ebert-Allee 140, 53113 Bonn, Germany, and on the Internet at
HTTP://WWW.TELEKOM.DE.
They will also be available for inspection during the Shareholders'
Meeting.
2. RESOLUTION ON THE APPROPRIATION OF NET INCOME.
The Board of Management and the Supervisory Board propose that the net
income totaling (euro)2,035,084,823.20 be used as follows:
Transfer of (euro)2,035,084,823.20 to other retained earnings.
This translation is for courtesy purposes only. The German original prevails.
Page 1
3. RESOLUTION REGARDING APPROVAL OF THE BOARD OF MANAGEMENT'S ACTIONS FOR THE
2003 FINANCIAL YEAR.
The Board of Management and the Supervisory Board propose the approval of
the Board of Management's actions for the 2003 financial year.
4. RESOLUTION REGARDING APPROVAL OF THE SUPERVISORY BOARD'S ACTIONS FOR THE
2003 FINANCIAL YEAR.
The Board of Management and the Supervisory Board propose the approval of
the Supervisory Board's actions for the 2003 financial year.
5. RESOLUTION ON THE APPOINTMENT OF THE INDEPENDENT AUDITOR AND THE GROUP
AUDITOR FOR THE 2004 FINANCIAL YEAR.
The Supervisory Board proposes that PwC Deutsche Revision
Aktiengesellschaft Wirtschaftsprufungsgesellschaft, Frankfurt am Main, and
Ernst & Young AG Wirtschaftsprufungsgesellschaft, Stuttgart, be jointly
appointed as the independent auditor for the 2004 financial year, subject
to the proviso that each auditor is able to conduct the audit alone if the
other auditor should drop out for a reason for which the Company is not
responsible.
6. RESOLUTION AUTHORIZING THE COMPANY TO PURCHASE AND USE ITS OWN SHARES.
The Board of Management and the Supervisory Board propose the following
resolution:
a) The resolution adopted concerning item 6 on the agenda of the
Shareholders' Meeting on May 20, 2003, authorizing the Company to
purchase its own shares is rescinded with effect from the end of the
Shareholders' Meeting on May 18, 2004, if the authorization has not
yet been made use of, and replaced by the authorization set forth
below on the Company's purchase of its own shares:
The Board of Management is authorized to purchase a total of
419,775,242 shares in the Company by November 17, 2005, which is
slightly less than 10 % of the capital stock, subject to the proviso
that the shares to be purchased on the basis of this authorization do
not account for more than 10 % of the Company's capital stock in
conjunction with the other shares of the Company which the Company has
already purchased and still possesses. This authorization may be
exercised as a whole or in portions. The
This translation is for courtesy purposes only. The German original prevails.
Page 2
purchase can be carried out in partial tranches spread over various
purchase dates within the authorization period until the maximum
purchase volume is reached. The shares may also be purchased by
dependent Group companies of Deutsche Telekom AG within the meaning of
sec. 17 AktG (German Stock Corporation Act) or third parties for the
account of Deutsche Telekom AG or for the account of the dependent
Group companies of Deutsche Telekom AG pursuant to sec. 17 AktG.
b) The shares are purchased in compliance with the principle of equal
treatment (sec. 53a AktG) through the stock exchange or by means of a
public purchase offer sent to all shareholders.
(1) If the shares are purchased directly through the stock exchange,
the equivalent value per share paid by the Company (without
ancillary purchasing costs) may not be more than 5 % above or
below the market price of the share determined by the opening
auction on the trading day in Xetra trading of Deutsche Borse AG
or a subsequent system taking the place of the Xetra system.
(2) If the shares are purchased through a public purchase offer to
all shareholders, the purchase price offered or the limits of the
purchase price margin offered per share (without ancillary
purchasing costs) may not be more than 20 % above or below the
average market price of the share between the 9th and 5th trading
day before the date of the publication of the offer, established
on the basis of the arithmetical average of the closing auction
prices of the share in Xetra trading of Deutsche Borse AG, or a
subsequent system taking the place of the Xetra system, on the
9th, 8th, 7th, 6th and 5th trading day before the date of the
publication of the offer. The volume of the offer may be limited.
If the offer is oversubscribed, acceptance must be by quotas.
Provision can be made for preferential acceptance of small
quantities of up to 100 shares offered per shareholder.
c) The Board of Management is authorized to sell shares of Deutsche
Telekom AG which are purchased based on the above authorization
without prejudice to the principle of equal treatment (sec. 53a AktG)
again through the stock exchange.
d) The Board of Management is authorized, with the consent of the
Supervisory Board, to use shares of Deutsche Telekom AG acquired on
the basis of the above authorization for the purpose of listing
Company shares on foreign stock exchanges where they are not quoted.
e) The Board of Management is authorized, with the consent of the
Supervisory Board, to offer shares of Deutsche Telekom AG acquired on
the basis of the above authorization to third parties in
This translation is for courtesy purposes only. The German original prevails.
Page 3
the context of mergers or acquisitions of other companies, business
units or interests in other companies.
f) The Board of Management is authorized, with the consent of the
Supervisory Board, to redeem Deutsche Telekom AG's own shares
purchased on the basis of the above authorization, without such
redemption or its implementation requiring a further resolution of the
Shareholders' Meeting. The redemption shall lead to a capital
reduction. With the consent of the Supervisory Board, the Board of
Management may determine otherwise, i.e., that the capital stock
remains unchanged upon redemption and instead that the proportion of
the remaining shares in the capital stock is increased through
redemption pursuant to sec. 8 (3) AktG. In such a case, the Board of
Management is authorized to amend the number of shares stated in the
Articles of Incorporation.
g) The Board of Management is authorized to offer the shares of Deutsche
Telekom AG, which are purchased on the strength of the authorization
above, to shareholders for subscription on the basis of an offer sent
to all the shareholders without prejudice to their subscription rights
and without prejudice to the principle of equal treatment of
shareholders (sec. 53a AktG).
h) The Board of Management is authorized, with the consent of the
Supervisory Board, to sell the purchased shares other than through the
stock exchange or by offering them to all shareholders, if the shares
purchased are sold against cash settlement at a price which is not
significantly lower than the market price of Company shares of equal
ranking on the date of sale. This authorization is limited to a
maximum of 10 % of Deutsche Telekom's capital stock on the date of the
resolution on this authorization adopted by the Shareholders' Meeting,
i.e., to a maximum of (euro)1,074,624,620.80 in total or - if
this value is lower - 10 % of the capital stock on the date of sale of
the shares. In calculating the limit of 10 %, that proportion of
capital stock shall be deducted that relates to conversion and/or
option rights and obligations from bonds issued since this
authorization was granted, with subscription rights being excluded,
analogous to sec. 186 (3) sentence 4 AktG.
i) The subscription rights of the shareholders is excluded if the Board
of Management uses shares of Deutsche Telekom AG in compliance with
the authorizations above under d), e) and h). Furthermore, the Board
of Management may, with the consent of the Supervisory Board, exclude
the subscription rights of shareholders for fractional amounts if
shares in Deutsche Telekom AG are sold to the Company's shareholders
by offering them for sale according to g).
j) The above authorizations can be used once or several times,
individually or jointly, in whole or related to partial volumes of the
shares purchased. The price at which shares of
This translation is for courtesy purposes only. The German original prevails.
Page 4
Deutsche Telekom AG are listed on such stock exchanges according to
the authorization in d) or at which they are provided to third parties
in accordance with the authorizations in c), e) and h) may not be more
than 5 % below the market price established by the opening auction in
Xetra trading of Deutsche Borse AG, or a subsequent system taking the
place of the Xetra system, on the day of the initial public offering
or of the binding agreement with the third party. If on the day in
question such a market price is not established, then the last closing
price of the Deutsche Telekom AG share determined in auction-based
Xetra trading of Deutsche Borse AG or a subsequent system taking the
place of the Xetra system shall instead be decisive.
7. RESOLUTION ON PARTIAL REVOCATION OF AS YET UNUSED PART OF AUTHORIZATION TO
GRANT SUBSCRIPTION RIGHTS ON THE BASIS OF DEUTSCHE TELEKOM'S 2001 STOCK
OPTION PLAN AND THE PARTIAL CANCELLATION OF THE CONTINGENT CAPITAL II AS
WELL AS AN AMENDMENT TO SEC. 5 (4) OF THE ARTICLES OF INCORPORATION.
No more stock options shall be granted from Deutsche Telekom's 2001 Stock
Option Plan. The authorization granted by the Shareholders' Meeting on May
29, 2001 to grant subscription rights, shall therefore be revoked to the
extent that no use has been made of it and the contingent capital II made
available for this purpose reduced accordingly. In addition, the contingent
capital II shall be reduced to the extent that subscription rights already
granted have expired with final effect under the option terms.
The Board of Management and the Supervisory Board propose the following
resolution:
a) The authorization to grant subscription rights given to the Board of
Management and Supervisory Board by the Shareholders' Meeting under
item 8 of the agenda on May 29, 2001, is hereby cancelled to the
extent that the Board of Management and Supervisory Board have not yet
made use of it.
b) The contingent capital increase (contingent capital II) of up to
(euro)307,200,000.00 approved by the Shareholders' Meeting under
item 8 on the agenda on May 29, 2001, for the purpose of issuing up to
120,000,000 new individual no par value registered shares shall be
cancelled with respect to the amount of 107,000,000 individual shares
(equivalent to (euro) 273,920,000.00). The contingent capital
increase (contingent capital II) approved by the Shareholders' Meeting
under item 8 on the agenda on May 29, 2001 (contingent capital II)
continues thereafter to apply to the amount of (euro)
33,280,000.00. This contingent capital increase exclusively serves the
purpose of issuing up to 13,000,000 new individual no par value
registered shares in order to meet the subscription rights from stock
This translation is for courtesy purposes only. The German original prevails.
Page 5
options already granted prior to December 31, 2003, on the basis of
the authorization for a 2001 Stock Option Plan granted by resolution
of the Shareholders' Meeting on May 29, 2001.
c) Sec. 5 (4) of the Articles of Incorporation is amended as follows:
"The share capital is conditionally increased by up to (euro)
33,280,000.00, divided into up to 13,000,000 new individual no par
value registered 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
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."
8. RESOLUTION ON THE CANCELLATION OF THE APPROVED CAPITAL 2000 AND THE
CREATION OF NEW APPROVED CAPITAL 2004.
The Board of Management and the Supervisory Board propose the following
resolution:
a) The approved capital 2000 according to sec. 5 (2) of the Articles of
Incorporation of Deutsche Telekom AG is cancelled.
b) The Board of Management shall be authorized, with the consent of the
Supervisory Board, to increase the share capital in the period until
May 17, 2009, by up to (euro) 2,560,000,000 by issuing up to
1,000,000,000 registered ordinary no-par value shares for non-cash
contributions. The authorization may be exercised as a whole or on one
or more occasions in partial amounts.
The Board of Management is authorized to exclude the shareholders'
subscription rights, with the consent of the Supervisory Board, when
issuing new shares for mergers or the
This translation is for courtesy purposes only. The German original prevails.
Page 6
acquisition of companies, business units or interests in companies,
including increasing existing investment holdings, or other assets
eligible for contribution for such acquisitions, including claims
against the Corporation.
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. (approved capital
2004)."
c) Sec. 5 (2) of the Articles of Incorporation is amended as follows:
"The Board of Management is authorized to increase the share capital
with the approval of the Supervisory Board by up to (euro)
2,560,000,000 by issuing up to 1,000,000,000 ordinary registered
shares for non-cash contributions in the period up to May 17, 2009.
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 right when issuing new shares for mergers
or acquisitions of companies, business units or interests in
companies, including increasing existing investment holdings, or other
assets eligible for contribution for such acquisitions, including
claims against the Corporation. 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. (approved capital 2004)."
d) The Board of Management is instructed to apply for registration in the
commercial register of the resolution under a) on the cancellation of
the approved capital 2000 and the resolutions under b) and c) on the
creation of the approved capital 2004 only jointly and subject to the
proviso that the approved capital 2000 is only cancelled when the new
approved capital 2004 is registered.
9. RESOLUTION REGARDING APPROVAL TO CONCLUDE A PROFIT AND LOSS TRANSFER
AGREEMENT WITH T-PUNKT VERTRIEBSGESELLSCHAFT MBH.
On March 31, 2004, Deutsche Telekom AG concluded a profit and loss transfer
agreement with T-Punkt Vertriebsgesellschaft mbH, with its registered
office in Bonn (hereinafter referred to as the subsidiary). The agreement
is in keeping with the profit and loss transfer agreements previously
concluded by Deutsche Telekom AG and in essence, contains the following:
o The subsidiary is obliged to transfer its entire profits to
Deutsche Telekom AG during the term of the agreement. The profit
is deemed to be the net income for the year which would
This translation is for courtesy purposes only. The German original prevails.
Page 7
have arisen with no transfer of profits, reduced by both any loss
brought forward from the previous year and by the amount to be
appropriated to the statutory reserves and to the reserves under
the terms of the Articles of Incorporation. The amount to be
appropriated to the statutory reserve is limited to the amount
required by law. The amount to be transferred to the reserves in
accordance with the Articles of Incorporation is only permitted
at a level which is economically justified based on a reasonable
commercial assessment. Beyond that, commercially reasonable
amounts and amounts permissible under commercial law can only be
appropriated to reserves with the consent of Deutsche Telekom AG.
o Deutsche Telekom AG is obliged to compensate any net loss for the
year arising for the subsidiary during the term of the agreement
which cannot be compensated by reserves set up during the term of
the agreement in accordance with sec. 302 AktG.
o The profit and loss transfer agreement enters into force and
applies retroactively as per January 1, 2004, upon entry in the
commercial register at the domicile of the subsidiary.
o The agreement, concluded for an indefinite period, may be
terminated for the first time by giving one month's notice with
effect from the end of the year, at the end of which the fiscal
unity for German corporate income tax purposes established in
this agreement pursuant to sec. 13 (1) no. 3 in conjunction with
sec. 17 of the German Corporate Income Tax Law shall have existed
for the minimum period required for taxation purposes, i.e., as
the legal situation now stands, for the first time with effect
from December 31, 2008.
o If the agreement is not terminated, it shall be automatically
extended for one further year with the same notice period.
Furthermore, the parties are able to terminate the agreement for
good cause in writing. Good cause is especially the sale or
contribution of the subsidiary by Deutsche Telekom AG or the
merger, split-up or liquidation of one of the contracting
parties.
At the time of the conclusion of the agreement and also at the time of the
Shareholders' Meeting, Deutsche Telekom AG was the sole shareholder of the
subsidiary. For this reason, Deutsche Telekom AG will not be granting any
equalization payments or compensation to external shareholders.
The shareholders' meeting of the subsidiary approved the conclusion of the
profit and loss transfer agreement.
This translation is for courtesy purposes only. The German original prevails.
Page 8
The Board of Management and the Supervisory Board thus propose the
following resolution:
The conclusion of the profit and loss transfer agreement of March
31, 2004 between Deutsche Telekom AG and T-Punkt
Vertriebsgesellschaft mbH is approved.
10. RESOLUTION REGARDING APPROVAL TO CONCLUDE A PROFIT AND LOSS TRANSFER
AGREEMENT WITH TRAVIATA TELEKOMMUNIKATIONSDIENSTE GMBH.
On March 31, 2004, Deutsche Telekom AG concluded a profit and loss transfer
agreement with Traviata Telekommunikationsdienste GmbH, with its registered
office in Bonn (hereinafter referred to as the subsidiary). The agreement
is in keeping with the profit and loss transfer agreements previously
concluded by Deutsche Telekom AG and in essence, contains the following:
o The subsidiary is obliged to transfer its entire profits to
Deutsche Telekom AG during the term of the agreement. The profit
is deemed to be the net income for the year which would have
arisen with no transfer of profits, reduced by both any loss
brought forward from the previous year and by the amount to be
appropriated to the statutory reserves and to the reserves under
the terms of the Articles of Incorporation. The amount to be
appropriated to the statutory reserve is limited to the amount
required by law. The amount to be transferred to the reserves in
accordance with the Articles of Incorporation is only permitted
at a level which is economically justified based on a reasonable
commercial assessment. Beyond that, commercially reasonable
amounts and amounts permissible under commercial law can only be
appropriated to reserves with the consent of Deutsche Telekom AG.
o Deutsche Telekom AG is obliged to compensate any net loss for the
year arising for the subsidiary during the term of the agreement
which cannot be compensated by reserves set up during the term of
the agreement in accordance with sec. 302 AktG.
o The profit and loss transfer agreement shall enters into force
and applies retroactively as per January 1, 2004, upon entry in
the commercial register at the domicile of the subsidiary.
o The agreement, concluded for an indefinite period, may be
terminated for the first time by giving one month's notice with
effect from the end of the year, at the end of which the fiscal
unity for German corporate income tax purposes established in
this agreement pursuant to sec. 13 (1) no. 3 in conjunction with
sec. 17 of the German Corporate Income Tax Law shall have
This translation is for courtesy purposes only. The German original prevails.
Page 9
existed for the minimum period required for taxation purposes,
i.e., as the legal situation now stands, for the first time with
effect from December 31, 2008.
o If the agreement is not terminated, it shall be automatically
extended for one further year with the same notice period.
Furthermore, the parties are able to terminate the agreement for
good cause in writing. Good cause is especially the sale or
contribution of the subsidiary by Deutsche Telekom AG or the
merger, split-up or liquidation of one of the contracting
parties.
At the time of the conclusion of the agreement and also at the time of the
Shareholders' Meeting, Deutsche Telekom AG was the sole shareholder of the
subsidiary. For this reason, Deutsche Telekom AG will not be granting any
equalization payments or compensation to external shareholders.
The shareholders' meeting of the subsidiary approved the conclusion of the
profit and loss transfer agreement.
The Board of Management and the Supervisory Board thus propose the
following resolution:
The conclusion of the profit and loss transfer agreement of March
31, 2004 between Deutsche Telekom AG and Traviata
Telekommunikationsdienste GmbH is approved.
11. RESOLUTION REGARDING APPROVAL TO CONCLUDE A PROFIT AND LOSS TRANSFER
AGREEMENT WITH NORMA TELEKOMMUNIKATIONSDIENSTE GMBH.
On March 31, 2004, Deutsche Telekom AG concluded a profit and loss transfer
agreement with Norma Telekommunikationsdienste GmbH, with its registered
office in Bonn (hereinafter referred to as the subsidiary). The agreement
is in keeping with the profit and loss transfer agreements previously
concluded by Deutsche Telekom AG and in essence, contains the following:
o The subsidiary is obliged to transfer its entire profits to
Deutsche Telekom AG during the term of the agreement. The profit
is deemed to be the net income for the year which would have
arisen with no transfer of profits, reduced by both any loss
brought forward from the previous year and by the amount to be
appropriated to the statutory reserves and to the reserves under
the terms of the Articles of Incorporation. The amount to be
appropriated to the statutory reserve is limited to the amount
required by law. The amount to be transferred to the reserves in
accordance with the Articles of Incorporation is only permitted
at a level which is economically justified based on a reasonable
commercial assessment. Beyond that, commercially reasonable
This translation is for courtesy purposes only. The German original prevails.
Page 10
amounts and amounts permissible under commercial law can only be
appropriated to reserves with the consent of Deutsche Telekom AG.
o Deutsche Telekom AG is obliged to compensate any net loss for the
year arising for the subsidiary during the term of the agreement
which cannot be compensated by reserves set up during the term of
the agreement in accordance with sec. 302 AktG.
o The profit and loss transfer agreement shall enters into force
and applies retroactively as per January 1, 2004, upon entry in
the commercial register at the domicile of the subsidiary.
o The agreement, concluded for an indefinite period, may be
terminated for the first time by giving one month's notice with
effect from the end of the year, at the end of which the fiscal
unity for German corporate income tax purposes established in
this agreement pursuant to sec. 13 (1) no. 3 in conjunction with
sec. 17 of the German Corporate Income Tax Law shall have existed
for the minimum period required for taxation purposes, i.e., as
the legal situation now stands, for the first time with effect
from December 31, 2008.
o If the agreement is not terminated, it shall be automatically
extended for one further year with the same notice period.
Furthermore, the parties are able to terminate the agreement for
good cause in writing. Good cause is especially the sale or
contribution of the subsidiary by Deutsche Telekom AG or the
merger, split-up or liquidation of one of the contracting
parties.
At the time of the conclusion of the agreement and also at the time of the
Shareholders' Meeting, Deutsche Telekom AG was the sole shareholder of the
subsidiary. For this reason, Deutsche Telekom AG will not be granting any
equalization payments or compensation to external shareholders.
The shareholders' meeting of the subsidiary approved the conclusion of the
profit and loss transfer agreement.
The Board of Management and the Supervisory Board thus propose the
following resolution:
The conclusion of the profit and loss transfer agreement of March
31, 2004 between Deutsche Telekom AG and Norma
Telekommunikationsdienste GmbH is approved.
This translation is for courtesy purposes only. The German original prevails.
Page 11
12. RESOLUTION REGARDING APPROVAL TO CONCLUDE A PROFIT AND LOSS TRANSFER
AGREEMENT WITH CARMEN TELEKOMMUNIKATIONSDIENSTE GMBH.
On March 31, 2004, Deutsche Telekom AG concluded a profit and loss transfer
agreement with Carmen Telekommunikationsdienste GmbH, with its registered
office in Bonn (hereinafter referred to as the subsidiary). The agreement
is in keeping with the profit and loss transfer agreements previously
concluded by Deutsche Telekom AG and in essence, contains the following:
o The subsidiary is obliged to transfer its entire profits to
Deutsche Telekom AG during the term of the agreement. The profit
is deemed to be the net income for the year which would have
arisen with no transfer of profits, reduced by both any loss
brought forward from the previous year and by the amount to be
appropriated to the statutory reserves and to the reserves under
the terms of the Articles of Incorporation. The amount to be
appropriated to the statutory reserve is limited to the amount
required by law. The amount to be transferred to the reserves in
accordance with the Articles of Incorporation is only permitted
at a level which is economically justified based on a reasonable
commercial assessment. Beyond that, commercially reasonable
amounts and amounts permissible under commercial law can only be
appropriated to reserves with the consent of Deutsche Telekom AG.
o Deutsche Telekom AG is obliged to compensate any net loss for the
year arising for the subsidiary during the term of the agreement
which cannot be compensated by reserves set up during the term of
the agreement in accordance with sec. 302 AktG.
o The profit and loss transfer agreement shall enters into force
and applies retroactively as per January 1, 2004, upon entry in
the commercial register at the domicile of the subsidiary.
o The agreement, concluded for an indefinite period, may be
terminated for the first time by giving one month's notice with
effect from the end of the year, at the end of which the fiscal
unity for German corporate income tax purposes established in
this agreement pursuant to sec. 13 (1) no. 3 in conjunction with
sec. 17 of the German Corporate Income Tax Law shall have existed
for the minimum period required for taxation purposes, i.e., as
the legal situation now stands, for the first time with effect
from December 31, 2008.
o If the agreement is not terminated, it shall be automatically
extended for one further year with the same notice period.
Furthermore, the parties are able to terminate the agreement
This translation is for courtesy purposes only. The German original prevails.
Page 12
for good cause in writing. Good cause is especially the sale or
contribution of the subsidiary by Deutsche Telekom AG or the
merger, split-up or liquidation of one of the contracting
parties.
At the time of the conclusion of the agreement and also at the time of the
Shareholders' Meeting, Deutsche Telekom AG was the sole shareholder of the
subsidiary. For this reason, Deutsche Telekom AG will not be granting any
equalization payments or compensation to external shareholders.
The shareholders' meeting of the subsidiary approved the conclusion of the
profit and loss transfer agreement.
The Board of Management and the Supervisory Board thus propose the
following resolution:
The conclusion of the profit and loss transfer agreement of March
31, 2004 between Deutsche Telekom AG and Carmen
Telekommunikationsdienste GmbH is approved.
INFORMATION ON ITEMS 9 THROUGH 12 ON THE AGENDA:
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, Germany, as well as during the
Shareholders' Meeting: They are also available on Deutsche Telekom AG's
Internet site at
HTTP://WWW.TELEKOM.DE:
o the profit and loss transfer agreements,
o the annual financial statements and management reports of
Deutsche Telekom AG for the last three financial years,
o the annual financial statements of each subsidiary as at December
31, 2003, as well as the opening balance sheets,
o each report jointly prepared by the Board of Management of
Deutsche Telekom AG and the Management of the subsidiary
concerned.
13. AMENDMENT OF SEC. 13 OF THE ARTICLES OF INCORPORATION (REMUNERATION OF THE
SUPERVISORY BOARD)
In order to comply with the recommendations of the Government Commission on
a German Corporate Governance Code announced by the Federal Ministry of
Justice in the official section of the electronic Federal Gazette
(Bundesanzeiger) with regard to the compensation of
This translation is for courtesy purposes only. The German original prevails.
Page 13
the members of the Supervisory Board, the Board of Management and the
Supervisory Board propose the adoption of the following resolution:
Sec. 13 of the Articles of Incorporation shall be amended as follows:
"SEC. 13
REMUNERATION
(1) In addition to reimbursement for cash expenses and value-added tax
paid on remuneration and expenses, the members of the Supervisory
Board shall receive:
a) a fixed annual remuneration amounting to (euro) 20,000.00;
b) a success-oriented annual remuneration amounting to (euro) 300.00
for each whole (euro) 0.01 that the net income per no par value
share exceeds (euro) 0.50 in the financial year for which the
remuneration is paid;
c) a success-oriented annual remuneration as a long-term incentive
amounting to (euro) 300.00 for every 4.0 % that the net income
per no par value share in the second financial year (reference
year) following the financial year in question exceeds the net
income per no par value share in the financial year preceding the
financial year in question. The success-oriented annual
remuneration as a long-term incentive for the financial year in
question shall be no more than the success-oriented annual
remuneration as the long-term incentive for the financial year
preceding the financial year in question unless the Group revenue
in the reference year exceeds the Group revenue of the financial
year preceding the financial year in question.
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.
(2) 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.
This translation is for courtesy purposes only. The German original prevails.
Page 14
(3) 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 sec. 27 (3) of the German Codetermination
Act (MitbestG) shall not be taken into account when applying sentence
1.
(4) In addition, members of the Supervisory Board shall receive an
attendance fee amounting to (euro) 200.00 for each meeting of the
Supervisory Board or its committees that they attend.
(5) 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.
(6) 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.
(7) In calculating the remuneration pursuant to (1) hereof, the net income
and Group 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
income 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 own shares that it
holds at that time in each case, shall be decisive.
(8) The fixed annual remuneration pursuant to (1) (a) hereof, the
success-oriented annual remuneration pursuant to (1) (b) hereof and
the success-oriented annual remuneration as a long-term incentive
pursuant to (1) (c) hereof shall be paid for the first time for the
2004 financial year.
This translation is for courtesy purposes only. The German original prevails.
Page 15
(9) 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 income 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.
14. AMENDMENT OF SEC. 14 OF THE ARTICLES OF INCORPORATION (SHAREHOLDERS'
MEETING VENUE).
Sec. 14 (1) of the Articles of Incorporation presently reads as follows:
"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 over 500,000 inhabitants."
The Board of Management and the Supervisory Board propose the following
resolution:
Sec. 14 (1) of the Articles of Incorporation is amended as follows:
"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 over 250,000 inhabitants."
REPORTS TO THE SHAREHOLDERS' MEETING
REPORT REGARDING ITEM 6 ON THE AGENDA: REPORT ON THE EXCLUSION OF SUBSCRIPTION
RIGHTS IN THE EVENT OF THE SALE OF THE COMPANY'S OWN SHARES PURSUANT TO SECTIONS
71 (1) NO. 8, 186 (4) SENTENCE 2 AKTG.
Item 6 on the agenda contains the proposal to authorize the Company to acquire
up to 419,775,242 of its own shares - representing just under 10 % of the
capital stock - by November 17, 2005 pursuant to sec. 71 (1) No. 8 AktG. The
existing authorization granted by the Shareholders' Meeting on May 20,
This translation is for courtesy purposes only. The German original prevails.
Page 16
2003, is due to expire on November 19, 2004, and should therefore be replaced.
The authorization in item 6 of the agenda serves to give Deutsche Telekom AG the
opportunity of purchasing its own shares directly or indirectly through
dependent Group companies of Deutsche Telekom AG within the meaning of sec. 17
AktG or third parties for the account of Deutsche Telekom AG or for the account
of the dependent Group companies of Deutsche Telekom AG pursuant to sec. 17 AktG
and reselling these shares either through the stock exchange or by means of an
offer sent to all shareholders. In addition, Deutsche Telekom AG should be able
to use its own shares reacquired on the basis of the purchase authorization in
order to list these shares on foreign stock markets on which the Company's
shares have not yet been listed. Furthermore, the Company should have the option
of acquiring its own shares so that it can offer these to third parties in the
context of mergers or acquisitions of other companies, business units or
interests in other companies. Moreover, Deutsche Telekom AG should be able to
sell its own shares, other than through the stock exchange or by offering them
to all shareholders for a cash payment, at a price which is not significantly
lower than the market price. Deutsche Telekom AG should be able to redeem its
own shares without a renewed resolution of the Shareholders' Meeting.
The subscription rights of the shareholders should be excluded if the Board of
Management uses the reacquired shares of Deutsche Telekom AG with the approval
of the Supervisory Board to list the Company's shares on foreign stock exchanges
on which the shares have not yet been listed. Deutsche Telekom AG is engaged in
fierce competition on the international capital markets. For its future business
development, it is of crucial importance that the Company be appropriately
endowed with equity capital and have the opportunity to obtain equity capital on
the market at all times and under appropriate conditions. For this reason,
Deutsche Telekom AG is endeavoring to broaden its base of shareholders in other
countries as well and to make investment in Company shares an attractive
proposition. Deutsche Telekom AG needs to be able to tap into the world's major
capital markets. The price at which the Company's own reacquired shares are
introduced on foreign stock exchanges may not be more than 5 % below the market
price established by the opening auction in Xetra trading of Deutsche Borse AG,
or a subsequent system taking the place of the Xetra system, on the first day of
listing. If on the day concerned no such market price is determined, then the
last closing price of the Deutsche Telekom AG share determined in auction-based
Xetra trading of Deutsche Borse AG or a subsequent system taking the place of
the Xetra system shall be decisive instead.
The subscription rights of shareholders should also be excluded if the Board of
Management offers the reacquired Deutsche Telekom AG shares to third parties in
the context of mergers or acquisitions of companies, business units or interests
in other companies with the approval of the Supervisory Board. Deutsche Telekom
AG is engaged in national and global competition. It must always be in a
position to act swiftly and flexibly on national and international markets. This
includes the opportunity to improve its competitive position
This translation is for courtesy purposes only. The German original prevails.
Page 17
through mergers with other companies or the acquisition of companies, business
units and interests in companies. The optimal exploitation of an opportunity in
the interest of shareholders and the Company involves, in individual cases,
carrying out the merger or the acquisition of companies, business units or
interests in companies by offering the shares of the acquiring company. It has
been seen in practice both on international and national markets that the shares
of the acquiring company are often demanded as the consideration for attractive
acquisitions. For this reason, Deutsche Telekom AG must be given the opportunity
of having its own shares at its disposal so that it can offer these as a
consideration in the context of mergers or acquisitions of other companies,
business units or interests in other companies. The approved capital recommended
in item 8 on the agenda of the Shareholders' Meeting serves this purpose on the
one hand. However, it should also be possible to use the Company's own
reacquired shares as an acquisition currency.
The proposed authorization is designed to give Deutsche Telekom AG the leeway it
requires to swiftly and flexibly exploit opportunities for mergers or the
acquisition of companies, business units or interests in other companies and in
doing so to also provide its own shares as a consideration without increasing
contingent capital where this is appropriate. To be able to carry out such
transactions swiftly and with the necessary flexibility, the Board of Management
needs to be authorized to grant its own shares, excluding the subscription
rights of shareholders, with the consent of the Supervisory Board.
The price at which the Company's own repurchased shares are offered to third
parties may not be more than 5 % below the market price determined by the
opening auction in Xetra trading of Deutsche Borse AG - or a subsequent system
taking the place of the Xetra system - on the day of the binding agreement with
the third party. If on the day concerned no such market price is determined,
then the last closing price of the Deutsche Telekom AG share determined in
auction-based Xetra trading of Deutsche Borse AG or a subsequent system taking
the place of the Xetra system shall be decisive instead.
No specific plans exist to make use of this authorization. The Board of
Management shall examine each case to decide whether to apply this authorization
to use the Company's own shares, to the exclusion of subscription rights, if
specific opportunities for mergers or to acquire other companies, business units
or interests in companies arise. The Board of Management shall only use the
authorization if it is convinced that issuing Deutsche Telekom AG shares to make
an acquisition is in the best interests of the Company. The Supervisory Board
will only give the required consent to apply this authorization to use the
Company's own shares, excluding subscription rights, if it is likewise of this
conviction.
Furthermore, pursuant to sec. 71 (1) no. 8 sentence 5 AktG in conjunction with
sec. 186 (3) sentence 4 AktG, the Board of Management should be authorized to
sell the reacquired shares of Deutsche Telekom AG, excluding the subscription
rights of the shareholders, with these shares accounting for no
This translation is for courtesy purposes only. The German original prevails.
Page 18
more than 10 % of the capital stock, with the consent of the Supervisory Board
if the Board of Management sells the reacquired shares of Deutsche Telekom AG
other than through the stock exchange or an offer to all shareholders for a cash
payment at a price which is not significantly lower than the market price of
Company shares of equal ranking on the date of sale. The price determined during
the opening auction in Xetra trading of Deutsche Borse AG, or a subsequent
system taking the place of the Xetra system, on the date of the binding
agreement with the third party is deemed the decisive market price within the
meaning of this provision. If on the day concerned no such market price is
determined, then the last closing price of the Deutsche Telekom AG share
determined in auction-based Xetra trading of Deutsche Borse AG or a subsequent
system taking the place of the Xetra system shall be decisive instead. The final
price at which Company shares are sold is set just before they are sold. Any
reduction in price may not be more than 5 % of the relevant market price.
This option of selling reacquired Company shares to the exclusion of
subscription rights for cash payment serves the interests of the Company to
attain the best possible offering price when selling its own shares. . The
option to exclude subscription rights in accordance with sec. 186 (3) sentence 4
AktG enables the Company to take advantage of opportunities arising from the
respective situation at the stock markets and place shares quickly, flexibly and
cost-effectively. The amount realized by setting a price close to market levels
results in a considerably higher inflow of cash than would be the case if
shareholders were able to exercise their subscription rights, and therefore
brings about the largest possible addition of capital resources. This leads to
the best possible increase of capital resources in the interests of the Company
and of all shareholders. Moreover, the elimination of the need to spend time and
money processing subscription rights makes it possible for the Company to take
advantage of short-term market opportunities to quickly raise shareholders'
equity and also to attract new groups of shareholders in Germany and abroad.
Although sec. 186 (2) sentence 2 AktG as amended by the Transparency and
Disclosure Act permits the announcement of the subscription price no later than
three days before the expiry of the subscription period, this also entails a
risk given the volatility of the stock markets, i.e., a risk of a price change
over several days which can lead to safety margins being deducted when fixing
the sales price and thus to conditions which are not in line with those of the
market. In addition, the Company is unable to respond quickly to favorable
market conditions if a subscription right is granted due to the length of the
subscription period.
This possibility of selling Company shares on the best possible conditions and
without a significant subscription rights markdown is especially important for
the Company because it must be able to swiftly and flexibly exploit its market
opportunities that change rapidly and arise in new markets.
The proposed authorization is limited to a maximum of up to 10 % of the capital
stock of the Company. The capital stock of the Company on the date of the
Shareholders' Meeting on May 18, 2004 is decisive. Should the capital
This translation is for courtesy purposes only. The German original prevails.
Page 19
stock be reduced, for example through the redemption of reacquired Company
shares, the amount of capital stock on the date of the sale of the shares is
decisive. In calculating the limit of 10 %, that proportion of capital stock
shall be deducted that relates to conversion and/or option rights and
obligations from bonds issued since this authorization was granted, with
subscription rights being excluded, analogous to sec. 186 (3) sentence 4 AktG.
Thus the 10 % limit will be observed in respect of all authorizations where
there is the option of excluding subscription rights in accordance with sec. 186
(3) sentence 4 AktG. Due to the fact that the authorization is limited to this
level and the sales price for the Company's shares to be granted has to be
oriented to the market price, shareholders' financial interests and voting
rights are suitably safeguarded when Company shares are sold to third parties
and shareholders' subscription rights excluded on the basis of the provision in
sec. 71 (1) no. 8 sentence 5 in conjunction with sec. 186 (3) sentence 4 AktG.
Finally, the Board of Management should be entitled to exclude shareholder
subscription rights for fractional amounts with the consent of the Supervisory
Board when offering the Company shares for sale to the shareholders of the
Company. The exclusion of the subscription right for fractional amounts is
required to enable the practical implementation of an offer to sell acquired
Company shares to the shareholders. The Company shares excluded from the
shareholders' subscription rights as free fractional shares are realized by
selling them on the stock exchange or elsewhere at the best price available for
the Company.
Considering all the above-mentioned facts and circumstances, the Board of
Management and the Supervisory Board regard the exclusion of the subscription
right in the cases specified as justified and reasonable for the shareholders
for the reasons given.
The Board of Management will inform the Shareholders' Meeting about the details
of using the authorization to reacquire the Company's own shares.
REPORT REGARDING ITEM 8 ON THE AGENDA: REPORT ON THE EXCLUSION OF SUBSCRIPTION
RIGHTS IN THE CASE OF APPROVED CAPITAL 2004 PURSUANT TO SECTIONS 186 (4),
SENTENCE 2, 203 (1) SENTENCE 1 AKTG.
The approved capital 2000 existing to date (sec. 5 (2) of the Articles of
Incorporation) amounting to (euro) 3,865,093,163.52 was used in May 2001 for two
capital increases to the joint amount of (euro) 2,990,459,880.96. The capital
increases were entered in the commercial register on May 31, 2001. The approved
capital 2000 was thus reduced to (euro) 874,633,282.56. To enable the Company to
continue having the flexibility it requires to respond quickly to favorable
market conditions, new approved capital 2004 is to be created and the previous
authorization revoked.
The new approved capital 2004 requested amounting to (euro) 2,560,000,000
constitutes approx. 23.8 % of the capital stock. The approved capital is to give
the Board of Management the power to increase the capital stock 2004
This translation is for courtesy purposes only. The German original prevails.
Page 20
with the approval of the Supervisory Board by up to (euro) 2,560,000,000
by issuing up to 1,000,000,000 registered ordinary no-par value shares for
non-cash contributions in the period up to May 17, 2009. The authorization can
be used for the whole amount or for partial amounts.
The Board of Management is to be authorized to exclude the shareholders'
subscription rights, with the consent of the Supervisory Board, within the
context of the approved capital 2004, when issuing new shares for mergers or
acquisitions of companies, business units or interests in companies, including
increasing existing investment holdings, or other assets eligible for
contributions for such acquisitions, including claims against the Company. This
authorization to exclude the subscription rights of shareholders is to give the
Board of Management quick access to Company shares for mergers or the
acquisition of other companies, business units, or interests in such companies
or assets related to an acquisition plan without the involvement of the stock
exchange.
Deutsche Telekom AG is engaged in both German and global competition.
It must always be in a position to improve its competitive situation through
mergers and the acquisition of companies, business units or interests in
companies. This also includes increasing investments in Group companies. It is
therefore imperative that the Company be able to act quickly and flexibly in
both the German and international markets.
The optimal exploitation of an opportunity in the interest of shareholders and
the Company involves, in individual cases, carrying out the merger or the
acquisition of companies, business units or interests in companies by offering
the shares of the acquiring company. It can be seen that in the case of mergers
and acquisitions of companies, business units or interests in companies, large
units are often involved requiring the provision of substantial considerations.
Often these considerations cannot or should not be paid in cash. In fact, to
ensure that the liquidity of the company is not endangered, it is better if the
consideration which the company has to provide for a merger or to acquire a
company, a business unit or an interest in another company, can be provided in
whole or in part by the shares of the acquiring company. It has been seen in
practice both on international and national markets that the shares of the
acquiring company are often demanded as the consideration for attractive
acquisitions.
The proposed authorization is intended to provide Deutsche Telekom AG with the
necessary leeway to swiftly and flexibly exploit opportunities for mergers and
the acquisition of companies, business units or interests in other companies. In
addition, the authorization serves the purpose of enabling Deutsche Telekom AG
to use the approved capital to offer new shares as a consideration in the
context of mergers and acquisitions of companies, business units and interests
in other companies, where this is appropriate. In order to perform such
transactions swiftly and with the necessary flexibility, Deutsche Telekom AG
must have the option of increasing its capital stock for non-cash contributions
while excluding the subscription rights of shareholders. To this extent,
non-cash contributions include companies, business units or interests in other
companies.
This translation is for courtesy purposes only. The German original prevails.
Page 21
In the case of an acquisition, it can make economic sense to acquire other
assets in addition to the actual object acquired, for example those which serve
the economic purposes of the acquired object. This applies in particular, but
not exclusively, if a company that is being acquired does not own the industrial
or intangible property rights relating to its operations. In such and comparable
cases, Deutsche Telekom AG must be in a position to acquire assets related to
the acquisition plan, and to offer shares as a consideration for this. Deutsche
Telekom AG should therefore also have the option of increasing its capital stock
for non-cash contributions while excluding the subscription rights of
shareholders. In such cases, non-cash contributions include the asset related to
the acquisition plan.
The Board of Management should also be entitled to use the approved capital 2004
in particular to grant the owners of securitized or unsecuritized claims against
Deutsche Telekom AG, which in the context of the sale of companies, business
units or interests in companies to Deutsche Telekom AG, shares in Deutsche
Telekom AG in whole or in part in lieu of the cash payments. In cases where, for
example, the Company has initially agreed to pay in cash for the acquisition of
a company or an interest in a company, this may give the Company the added
flexibility of subsequently offering shares in lieu of cash. In such cases, the
claim is considered to be the non-cash contribution for the utilization of the
approved capital 2004.
There are no precise plans at present for mergers or acquisitions, which would
require use of the option of increasing non-cash capital while excluding
subscription rights. When specific opportunities arise for mergers of
acquisition of companies, business units or interest in companies, or there is
an opportunity to acquire other assets related to an acquisition plan, the Board
of Management shall examine each case to decide whether to use the option of
increasing capital against non-cash contributions while excluding the
subscription rights of shareholders. The Board of Management shall only use the
authorization if it is convinced that issuing Deutsche Telekom AG shares to make
an acquisition is in the best interests of the Company. The Supervisory Board
will only give the required consent for use of the approved capital 2004, if it
is likewise of this conviction.
Considering all the above-mentioned facts and circumstances, the Board of
Management and the Supervisory Board regard the authorization to exclude the
subscription right, also taking into account the dilution effect to the
disadvantage of the shareholders, as justified and reasonable for the reasons
given.
The Board of Management shall report to the Shareholders' Meeting on each use of
the approved capital.
PARTICIPATION IN THE SHAREHOLDERS' MEETING
This translation is for courtesy purposes only. The German original prevails.
Page 22
Those shareholders who are entered in the shareholders' register as shareholders
of the Company and have registered so that the Company receives their
registration no later than by Tuesday May 11, 2004, are entitled to participate
in the Shareholders' Meeting and to exercise their voting rights at the
Shareholders' Meeting pursuant to sec. 16 of the Articles of Incorporation.
Shareholders who are entered in the shareholders' register can register for the
Shareholders' Meeting by applying in writing to Deutsche Telekom AG at the
Company's registered office or DIRECTLY to the following address:
Hauptversammlung 2004
Deutsche Telekom AG
D-60213 Frankfurt am Main,
by fax to the following number
+49 228 181-78879
or electronically to the Internet address
HTTP://WWW.TELEKOM.DE/AGM-SERVICE.
Shareholders who are entered in the shareholders' register and intend to
exercise their voting right at the Shareholders' Meeting can request that an
admission ticket be sent to them when they register at one of the above
addresses. Furthermore, you can have your 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 Company. In such a case
the authorized parties must register for the Shareholders' Meeting in due time
or have themselves registered by the shareholder. If neither a bank nor a
shareholders' association is to be granted authorization, the proxy must be
provided in writing, by fax (+ 49 228 - 181 78879) 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.
Counter-motions on Board of Management and Supervisory Board proposals
concerning a specific item on the agenda and nominations for the election of the
independent auditor can be sent to the following address:
Deutsche Telekom AG
Zentralbereich Investor Relations
Friedrich-Ebert-Allee 140
D-53113 Bonn, Germany
Fax: +49 228 181-88259
E-mail: counter-motions.bonn@telekom.de
This translation is for courtesy purposes only. The German original prevails.
Page 23
Motions and election proposals sent to any other address shall be disregarded.
We shall announce the motions and election proposals to be made accessible which
have been received from shareholders by
May 4, 2004, 24:00 hours
at the latest, stating the name of the shareholder, the reasons and any comments
given by the management, at the following Internet address:
HTTP://WWW.TELEKOM.DE
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
HTTP://WWW.TELEKOM.DE.
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
pursuant to sec. 15 (2) of the Articles of Incorporation.
Bonn, April 2004
Deutsche Telekom AG
The Board of Management
[DEUTSCHE TELEKOM LOGO]
This translation is for courtesy purposes only. The German original prevails.
Page 24
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
DEUTSCHE TELEKOM AG
By: /s/ ppa. Rolf Ewenz-Sandten
----------------------------
Name: Rolf Ewenz-Sandten
Title: Vice President
Date: April 9, 2004