We hereby invite our shareholders to attend the extraordinary shareholders’ meeting on Thursday, November 19, 2009, at 10:00 a.m. to be held at the TUI Arena, EXPO Plaza 7, 30539 Hanover (Germany).
1. Resolution on the approval of the Spin-off and Take-over Agreement concluded on September 3, 2009 with T-Mobile Deutschland GmbH with its registered offices in Bonn.
T-HOME and T-MOBILE in Germany are to be merged to create a single legal entity in order to increase their competitiveness. Deutsche Telekom AG to this end concluded a Spin-off and Take-over Agreement with T-Mobile Deutschland GmbH with its registered offices in Bonn, which is a wholly owned direct subsidiary of Deutsche Telekom AG, on September 3 2009 in respect of the document notarized by notary public Dr. Ingrid Doyé with offices in Cologne, and under which the T-HOME business area in the structure specified in the Spin-off and Take-over Agreement (Newly Defined T-HOME Business Area) with all the associated assets and liabilities shall be transferred by way of a spin-off (§ 123 (3) No. 1 in conjunction with §§ 124 et seq., 138, 141 et seq. Umwandlungsgesetz (UmwG - Reorganization and Transformation Act) to T-Mobile Deutschland GmbH. The Spin-off and Take-over Agreement shall only take effect, once it has been approved by the shareholders’ meeting of Deutsche Telekom AG and by the shareholders’ meeting of T-Mobile Deutschland. It is envisaged that the shareholders' meeting of T-Mobile Deutschland GmbH approves the Spin-off and Take-over Agreement before the extraordinary shareholders' meeting of Deutsche Telekom AG to be held on November 19, 2009. Moreover, the Spin-off shall be valid only if recorded in the commercial register of Deutsche Telekom AG. This may only take place following recording in the commercial register of T-Mobile Deutschland GmbH.
The Board of Management and the Supervisory Board propose the adoption of the following resolution:
The Spin-off and Take-over Agreement concluded on September 3, 2009 between Deutsche Telekom AG and T-Mobile Deutschland GmbH with registered offices in Bonn, notarized by notary public Dr. Ingrid Doyé with office in Cologne, is approved.