Information on registering and exercising voting rights for Deutsche Telekom AG's shareholders' meeting on May 24, 2012

Under § 16 (1) of the Articles of Incorporation, shareholders are eligible to attend the shareholders' meeting and to exercise their voting rights if they have been entered in the shareholders' register and have registered for attendance by Thursday, May 17, 2012, 24:00 (CEST) at the latest; with such registration being addressed to the Company at:

DTAG Hauptversammlung 2012
c/o ADEUS Aktienregister-Service-GmbH
20683 Hamburg
Germany

or by fax to +49 (0) 228 181 - 78879
or by e-mail to hauptversammlung.bonn@telekom.de

or by using the password-protected Internet Dialog using the system provided for this purpose on the following website:

http://www.hv-telekom.com

The registration must be received by the above date in order to be deemed to have been made on time.

  • An online password is required in addition to the shareholder number in order to register by using the password-protected Internet Dialog. Shareholders who have already registered for electronic transmission of the documents relating to the shareholders' meeting may use the online password they chose in this connection. All other shareholders will be sent an online password with the invitation to the shareholders' meeting, provided they have been entered in the shareholders' register before the beginning of April 4, 2012. In order to use the system allowing them to register using the password-protected Internet Dialog, shareholders must have been entered in the shareholders' register before the beginning of April 4, 2012. The password-protected Internet Dialog will be available from April 27, 2012 onwards.

    Please log on using the access data, shareholder number and online password (OP), that you will find in the “Notes on registration and exercising voting rights by proxy,” (please scratch off the magenta field) which you will be sent/have been sent with the invitation to the shareholders' meeting.

    If you have already requested that the shareholders' meeting documents be sent to you electronically, please provide your shareholder number and your self-chosen online password. If you have forgotten your self-chosen online password, click on the link “Password forgotten?” to open another entry mask. After you have entered your shareholder number and your registered e-mail address, you will be asked the self-chosen security question you selected. If this question is correctly answered, a new system-generated online password for the Internet Dialog of Deutsche Telekom AG will be sent to your registered e-mail address. Please note that this function will only be available for shareholders who have registered for the Internet Dialog of Deutsche Telekom AG.

  • The password-protected Internet Dialog offers Deutsche Telekom AG shareholders the option of registering for the shareholders' meeting by ordering admission tickets. If you wish to register to attend the shareholders' meeting personally, please order a postal- or online admission ticket using the password-protected Internet Dialog under "Ordering admission tickets" and then "Ordering admission tickets for registered shareholders." Two admission tickets will automatically be sent or provided online for download to groups of persons registered in the shareholders’ register. The deadline for registration is midnight (Central European Summer Time CEST) on Thursday May 17, 2012.

  • The password-protected Internet Dialog also offers Deutsche Telekom AG shareholders the option of registering for the shareholders' meeting by ordering admission tickets for a proxy. If you do not wish to attend the shareholders' meeting personally but would like to authorize a person of your choice to exercise your voting rights, please order an admission ticket in this party’s name using the Internet Dialog under "Ordering admission tickets" and then "Ordering admission tickets for proxies."

    The deadline for registration is midnight (Central European Summer Time CEST) on Thursday May 17, 2012.

  • The password-protected Internet Dialog also offers Deutsche Telekom AG shareholders the option of registering for the shareholders' meeting by granting a proxy authorization and issuing voting instructions to the Deutsche Telekom AG proxies mentioned by name (hereinafter "Company's proxies").

    If you do not wish to attend the shareholders' meeting personally, you can authorize the Company's proxies to exercise your voting rights in accordance with your instructions under "Proxy authorization/instructions" in the password-protected Internet Dialog. The company's proxies will only make use of the proxy authorization if they have received specific instructions on how to exercise your voting right. Voting instructions that are issued to the Company's proxies can be changed during the shareholders' meeting by using the password-protected Internet Dialog until shortly before voting starts.

    The deadline for registration is midnight (Central European Summer Time CEST) on Monday, Thursday May 17, 2012.

  • Shareholders will this year be offered again the opportunity to grant authorization and, if desired, issue instructions to a bank or a shareholders' association via a password-protected online service that is accessible on the website http://www.hv-telekom.com, provided that the bank or the shareholders' association participates in such online service. In order to use the password-protected online service, an online password will be required in addition to the shareholder number. Shareholders who have already registered for electronic distribution of the documents for the shareholders' meeting may use the password they have selected for this purpose. All other shareholders who have been registered in the shareholders' register before the beginning of April 4, 2012 will be sent an online password, together with the invitation to the shareholders' meeting, that can also be used for this online service. The process envisaged for using the password-protected online service requires that shareholders have been registered in the share register before the beginning of April 4, 2012.

    The deadline for registration is midnight (Central European Summer Time – CEST) on Thursday, May 17, 2012, It is also true for banks or shareholders’ associations.

  • Please note that if a group of persons (e.g. spouses) is recorded in the shareholders’ register, all members of the group of persons must register jointly. An individual member of the group of persons is only entitled to act alone if he/she has been properly authorized to do so, i.e., as a rule by the other members. Legal entities or partnerships must always be registered by persons authorized to represent them.




  • a) If the appointment of a proxy does not fall within the scope of application of § 135 AktG (i.e. if the proxy appointed is not a bank, shareholders' association or other commercial entity or association which has the status of a bank according to § 135 (8) AktG or according to § 135 (10) in conjunction with § 125 (5) AktG and the appointment of the proxy does not fall within the scope of application of § 135 AktG on any other grounds), the following applies: The authorization must be granted or revoked and evidence of the proxy authorization must be provided to the Company in text form in accordance with § 134 (3) sentence 3 AktG (§ 126b of the German Civil Code (Bürgerliches Gesetzbuch; BGB)). Pursuant to § 134 (3) sentence 3 AktG in conjunction with § 16 (2) sentence 2 of the Articles of Incorporation, the authorization may also be granted or revoked and evidence of the proxy authorization provided to the Company via the password-protected Internet Dialog. Pursuant to § 16 (2) sentence 3 of the Articles of Incorporation, this does not affect any other forms of granting or revoking authorization or providing evidence of proxy authorization to the Company which are permitted directly by law. An online password is required in addition to the shareholder number in order to use the password-protected Internet Dialog. Shareholders who have already registered for electronic transmission of the documents relating to the shareholders' meeting may use the online password they chose in this connection. All other shareholders will be sent an online password with the invitation to the shareholders' meeting, provided they have been entered in the shareholders' register before the beginning of April 4, 2012. In order to use the system that allows them to use the password-protected Internet Dialog, shareholders must have been entered in the shareholders' register before the beginning of April 4, 2012. The password-protected Internet Dialog will be available from April 27, 2012 onwards. The special provisions set out in paragraph c) below apply where authorization is granted to Company-appointed proxies.

    b) If the appointment of a proxy falls within the scope of application of § 135 AktG (i.e. if the proxy appointed is a bank or shareholders' association or other commercial entity or association which has the status of a bank according to § 135 (8) AktG or according to § 135 (10) in conjunction with § 125 (5) AktG or the appointment of the proxy falls within the scope of application of § 135 AktG on other grounds), text form is not required pursuant to § 134 (3) sentence 3 AktG and the Articles of Incorporation do not contain a specific provision governing such case. Banks, shareholders' associations and other commercial entities and associations which have the status of banks according to § 135 (8) AktG or according to § 135 (10) in conjunction with § 125 (5) AktG may therefore provide forms with which they can be appointed proxy and such forms need only comply with the statutory provisions that apply to the granting of such authorization, in particular those contained in § 135 AktG. Reference is hereby made to the special procedure pursuant to § 135 (1) sentence 5 AktG.
    Shareholders will this year be offered again the opportunity to grant authorization and, if desired, issue instructions to a bank or shareholders' association via a password-protected online service that is accessible on the website http://www.hv-telekom.com, provided that the bank or shareholders' association participates in such online service. In order to use the password-protected online service, an online password will be required in addition to the shareholder number. Shareholders who have already registered for electronic distribution of the documentation for the shareholders' meeting may use the password they have selected for this purpose. All other shareholders who have been registered in the shareholders' register before the beginning of April 4, 2012 will be sent an online password, together with the invitation to the shareholders' meeting, that can also be used for this online service. The process envisaged for using the password-protected online service requires that shareholders have been registered in the share register before the beginning of April 4, 2012. The password-protected online service will be available from April 27,2012 onwards.

    c) The information contained in paragraph a) above also applies if authorization is granted to a Company-appointed proxy, subject to the following special provisions: If authorization is granted to a Company-appointed proxy, such proxy will only exercise the corresponding voting right if express instructions have been issued. Instructions issued to the Company-appointed proxies may be changed at any time up to and including the day of the shareholders' meeting, right up to shortly before the votes are cast.

    d) If authorization is granted by way of a declaration made to the Company, no additional evidence of authorization is required. If, however, authorization is granted by way of declaration to the proxy, the Company may demand to see evidence of the authorization, unless otherwise provided for under § 135 AktG (this applies to the case described in paragraph b) above). It is possible to send the Company evidence of authorization prior to the shareholders' meeting. In accordance with § 134 (3) sentence 4 AktG, amongst others the following means of electronic communication are available (to the shareholder or the proxy) for sending the evidence of authorization: The evidence of appointment of a proxy may be sent to the Company via the password-protected Internet Dialog using the system provided for this purpose (subject to the conditions and restrictions set out in paragraph a) above) on the above website (http://www.hv-telekom.com) Documents can be sent via the Internet Dialog in the following formats: Word, .pdf, .jpg, .txt and .tif.

  • Please note that the reliability, local availability and stability of Internet services may still vary given the state of technology today. If you use Deutsche Telekom’s network infrastructure for the Internet Dialog, you can, of course, expect the usual excellent standard of quality. Nevertheless, Deutsche Telekom AG cannot guarantee the reliability, local availability and permanent running of Internet services, including the ability to use this Internet service, or of third-party network components you may be using. We therefore recommend that you use our Internet service in good time so that, even in the event of an interruption in service or if the service becomes unavailable, you will still have enough time to register by mail or by fax. The same applies for the online service.



http://www.telekom.com/static/-/p2023194512/flash/Jplayer.swf