Articlesof Incorporation of Deutsche Telekom AG

I.    GeneralProvisions

§1**Firm, Headquarters andFinancial Year**

(1) The stock corporation - hereinafterreferred to as the "Corporation" - shall bedesignated Deutsche Telekom AG.

(2) Its headquarters shall be inBonn.

(3) Financial year shall be the calendar year.

§2**Object**

(1) Object of theenterprise is activity in all areas of telecommunications, informationtechnology, multimedia, information and entertainment, as well assecurity services and any services connected to these areas, and alsoin related areas in Germany and abroad.

(2) The Corporationshall be entitled to enter into all other transactions and take allother measures deemed appropriate to serve the object of the enterprisepursuant to subpara. (1). It may also set up, acquire and participatein other undertakings of the same or similar kind in Germany andabroad, as well as run such undertakings or confine itself to theadministration of its participation. It may spin off its operationswholly or partly to affiliated undertakings.

§3**Commissioning the Deutsche Bundespost Federal Posts andTelecommunications Agency**

The Corporation shall arrange formatters within the meaning of §3(2) of the Federal Posts andTelecommunications Agency Act to be carried out by the DeutscheBundespost Federal Posts and Telecommunications Agency. For thispurpose it shall enter into non-gratuitous business managementcontracts with the Federal Agency.

§4**Announcements**

Announcements of the Corporation shall bepublished in the electronic Federal Gazette.

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II.    Share Capital and Shares

§5**Amount and Breakdown of Share Capital**

(1) The share capital (capital stock) of the Corporation shallamount to €10,746,246,208 (in words: ten billion, sevenhundred forty-six million, two hundred forty-six thousand, two hundredand eight). It is divided into 4,197,752,425 (in words: four billionone hundred ninety-seven million, seven hundred fifty-two thousand,four hundred twenty-five) individual no par value shares.

(2)The Board of Management is authorized to increase the share capitalwith the approval of the Supervisory Board by up to€2,560,000,000 by issuing up to 1,000,000,000 ordinaryregistered shares for non-cash contributions in the period up to May17, 2009. The authorization may be exercised as a whole or on one ormore occasions in partial amounts. The Board of Management isauthorized, subject to the approval of the Supervisory Board, toexclude the shareholders' subscription right when issuing newshares for mergers or acquisitions of companies, business units orinterests in companies, including increasing existing investmentholdings, or other assets eligible for contribution for suchacquisitions, including claims against the Corporation. The Board ofManagement is authorized, subject to the approval of the SupervisoryBoard, to determine the further content of share rights and theconditions under which shares are issued. (approved capital 2004).

(3) The share capital shall be conditionally increased by up to€500,000,000, divided into up to 195,312,500 shares(Contingent Capital I). The contingent capital increase shall beimplemented only to the extent that

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|  | a)  | the holders or creditors of conversionrights or warrants attached to the convertible bonds or bonds withwarrants issued by May 28, 2006 by Deutsche Telekom AG or a company inwhich it has a direct or indirect majority holding on the basis of theauthorization granted by resolution of the Shareholders' Meetingof May 29, 2001, exercise their conversion or option rights or |

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|  | b)  | holders or creditors obligated toconvert the convertible bonds issued by May 28, 2006, by DeutscheTelekom AG or companies in which it has a direct or indirect majorityholding pursuant to the authorization granted by resolution of theShareholders' Meeting of May 29, 2001, fulfill their conversionobligation. |

The new shares shall participate in profits startingat the beginning of the financial year in which they are issued as theresult of the exercise of any conversion or option rights beingexercised or the fulfillment of any conversion obligations.

(4)The share capital is conditionally increased by up to€ 33,280,000.00, divided into up to 13,000,000 newindividual no par value registered shares (contingent capital II). Thecontingent capital increase is exclusively for the purpose of meetingsubscription rights to shares from stock options granted in the perioduntil December 31, 2003 to members of the Board of Management of theCorporation, executives at levels below the Board of Management of theCorporation and other executives, managers and specialists of theCorporation and to Board of Management members, managing board membersand other executives of second- and lower-tier domestic and foreignGroup companies, on the basis of the authorization for a 2001 StockOption Plan granted by resolution of the Shareholders' Meeting onMay 29, 2001. It shall be implemented only to such extent assubscription right holders make use of their subscription rights. Thenew shares shall participate in profits starting at the beginning ofthe financial year in which they are issued. If new shares are issuedafter the end of a financial year but before the Corporation ́sShareholders' Meeting that adopts a resolution on theappropriation of net income for the preceding financial year, the newshares shall participate in the profits starting at the beginning ofthe financial year ended.

(5) The share capital is conditionallyincreased by up to €2,621,237.76, divided into up to1,023,921 shares (contingent capital III). The contingent capitalincrease serves exclusively to grant subscription rights to members ofthe Board of Management and executives of the Corporation, as well asBoard of Management members, managing board members and otherexecutives of second- and lower-tier affiliated companies on the basisof a Stock Option Plan as provided for in the resolution of theShareholders' Meeting of May 25, 2000. It shall be implementedonly to such extent as use is made of those subscription rights. Thenew shares shall participate in profits starting at the beginning ofthe financial year in which they are issued. If new shares are issuedafter the end of a financial year but before the Corporation'sregular Shareholders' Meeting that resolves regarding theappropriation of net income for the financial year ended, the newshares shall participate in the profits starting at the beginning ofthe financial year ended.

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(6) The shares shall be registeredshares.

(7) Where a resolution on capital increase does notstipulate whether the new shares be bearer or registered shares, theyshall be registered shares.

(8) The Board of Managementshall stipulate the form of share certificates and the profit sharingand renewal certificates. A right of shareholders to certification oftheir shares and profit shares is precluded unless certification isnecessary according to the rules of a stock exchange where the stock islisted. The Corporation shall be entitled to issue stock certificatesembodying individual shares or several shares (globalcertificates).

(9) In any capital increase, the distributionof profits in relation to new shares may be determined in derogation of§60 of the Stock Corporation Law.

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III.    Management Board

§6**Composition and Rules of Procedure**

(1) The Board of Management shall consist of two members at least.For the rest the Supervisory Board shall determine the number of Boardof Management members.

(2) Board of Management members shall beoutstanding experts on telecommunications, the economy or businessmanagement.

(3) The Supervisory Board may appoint a Chairman aswell as a Deputy Chairman of the Board of Management. Deputy members ofthe Board of Management may be appointed.

(4) The Board ofManagement shall adopt by unanimous decision of all its members itsRules of Procedure which shall require the consent of the SupervisoryBoard.

§7**OutsideRepresentation**

The Corporation shall be legally representedby two members of the Board of Management or by one member of the Boardof Management jointly with aProkurist*.Deputy members of the Board of Management shall have the same rights asordinary members of the Board of Management with regard to the power ofrepresentation.

§8**BusinessManagement**

The Board of Management shall manage its businessin accordance with the Rules of Procedure and the Schedule ofResponsibilities approved by the SupervisoryBoard.

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|  | *   A"Prokurist" is a holder of a generalcommercial power of attorney called"Prokura", §48 CommercialCode. |

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IV.    Supervisory Board

§9**Composition, Tenure of Office,Retirement from Office**

(1) The Supervisory Board shallconsist of twenty members, specifically ten members from theshareholders and ten members from the employees. The Supervisory Boardmembers from the shareholders shall be elected by theshareholders' meeting and the Supervisory Board members from theemployees shall be elected in accordance with the provisions of theCodetermination Act.

(2) Supervisory Board members shall beelected for the period until termination of the shareholders'meeting ruling on discharge of the Supervisory Board for the fourthfinancial year following commencement of tenure of office. Thefinancial year in which tenure of office commences shall not becounted. The shareholders' meeting may determine, with regard tothe shareholder members, shorter tenure of office at the time of theirelection. Election of a successor to a shareholder member who hasresigned prior to expiry of his/her tenure of office shall be made,unless the successor's tenure of office is otherwise determinedby the shareholders' meeting, for the remainder of the retiredmember's tenure of office.

(3) With the election of aSupervisory Board Member a substitute member who will become a memberof the Supervisory Board may be elected at the same time if theSupervisory Board member resigns prior to expiry of his/her tenure ofoffice without a successor having been elected. The office of asubstitute who has advanced to the Supervisory Board shall cease toexist as soon as a successor to the retired Supervisory Board memberhas been elected, at the latest upon expiry of the tenure of office ofthe retired Supervisory Board member.

(4) Members and substitutemembers of the Supervisory Board may resign their office by writtennotice to the Chairman of the Supervisory Board or to the Board ofManagement, giving the specified notice of four weeks.

§10**Chairman and Deputy Chairman**

(1)The Supervisory Board shall elect from its members in accordance with§27(1) and (2) of the Codetermination Act a Chairman and a DeputyChairman for the tenure of office as laid down in §9(2) of theseArticles of Incorporation. Election shall take place at the close ofthe shareholders' meeting in which the Supervisory Board membersfrom the shareholders, to be elected by the shareholders'meeting, are appointed, in a meeting which has not been speciallyconvened. If the Chairman or the Deputy Chairman resigns prior toexpiry of his tenure of office, the Supervisory Board shall hold afresh election to cover the remainder of the retired person'stenure of office.

(2) Immediately following election of theChairman and the Deputy Chairman the Supervisory Board shall establish,for the purpose of discharging the function set out in §31(3) ofthe Codetermination Act, a committee composed of the Chairman, theDeputy Chairman and one member elected by the employee members and onemember elected by the shareholder members by a majority of votescast.

§11**Rules of Procedure**

TheSupervisory Board shall adopt its Rules of Procedure within the limitsof mandatory legal provisions and the provisions of these Articles ofIncorporation. These Rules of Procedure of the Supervisory Board shallstipulate that certain kinds of transaction, in particular

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|  | -  | those which fundamentally changethe net worth, financial position and results of the Company or theCompany's risk exposure,and |

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|  | -  | those that establish,dissolve, acquire or sell equity interests in enterprises above a limitto be determined by the Supervisory Board in the Rules ofProcedure, |

can only be carried out with the consent ofthe Supervisory Board. The Supervisory Board can revocably grantconsent for a particular group of transactions in general or where anindividual transaction satisfies certain provisions.

§12**Pledge of Secrecy**

SupervisoryBoard members shall - even after retirement from office - observesecrecy with regard to confidential data and secrets of theCorporation, specifically trade and operating secrets to which theyhave gained access through serving on the Supervisory Board.

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§13**Remuneration**

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| (1)  | In addition to reimbursement forcash expenses and value-added tax paid on remuneration and expenses,the members of the Supervisory Board shall receive: |

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|  | a)  | a fixed annual remuneration amounting to€20,000.00; |

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|  | b)  | a success-orientedannual remuneration amounting to €300.00 for each whole€0.01 that the net income per no par value share exceeds€0.50 in the financial year for which the remuneration ispaid; |

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|  | c)  | a success-oriented annual remunerationas a long-term incentive amounting to €300.00 for every4.0 % that the net income per no par value share in the secondfinancial year (reference year) following the financial year inquestion exceeds the net income per no par value share in the financialyear preceding the financial year in question. The success-orientedannual remuneration as a long-term incentive for the financial year inquestion shall be no more than the success-oriented annual remunerationas the long-term incentive for the financial year preceding thefinancial year in question unless the Group revenue in the referenceyear exceeds the Group revenue of the financial year preceding thefinancial year in question. |

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|  |   | Neither theremuneration pursuant to (b) nor the remuneration pursuant to (c) mayexceed the fixed annual remuneration pursuant to (a). The remunerationpursuant to (b) may not exceed a total of 0.02 % of theCorporation's unappropriated net income reported in the approvedannual financial statements of the financial year in question, reducedby an amount of 4.0 % of the contributions made on the lowestissue price of the shares at the end of the financial year. |

(2)The Chairman of the Supervisory Board shall receive two times theamount, and the Deputy Chairman, one and a half times the amount ofremuneration pursuant to (1) hereof.

(3) Moreover, remunerationshall be increased by 0.5 times the amount pursuant to (1) hereof forevery membership on a Supervisory Board committee and by an additional0.5 times for every chairmanship held on a Supervisory Board committee,but by no more than two times the amount in (1) hereof. The membershipor chairmanship held on a committee formed pursuant to § 27 (3) ofthe German Codetermination Act (MitbestG) shall not be taken intoaccount when applying sentence 1.

(4) In addition, members ofthe Supervisory Board shall receive an attendance fee amounting to€ 200.00 for each meeting of the Supervisory Boardor its committees that they attend.

(5) Members of theSupervisory Board who are on the Supervisory Board for only part of thefinancial year in question shall receive one twelfth of theremuneration for every month of membership or part thereof. The sameshall apply to the increase in remuneration for the Supervisory BoardChairman and Deputy Chairman pursuant to (2) hereof and to the increasein remuneration for Supervisory Board committee membership orchairmanship pursuant to (3) hereof.

(6) Remuneration pursuantto 1 (a) and (b) hereof and the attendance fee shall fall due at theend of the shareholders' meeting to which the consolidatedfinancial statements for the financial year in question are presentedor which decides on its approval. Remuneration pursuant to (1) (c)hereof shall fall due at the end of the shareholders' meeting towhich the consolidated financial statements for the reference year arepresented or which decides on its approval.

(7) In calculatingthe remuneration pursuant to (1) hereof, the net income and Grouprevenue reported in the consolidated financial statements approved andendorsed with the unqualified audit opinion for the relevant financialyear shall be decisive. In calculating the net income per no par valueshare, the number of no par value shares issued (total number) at theend of the financial year in question or, in the event of remunerationpursuant to (1) (c) hereof, at the end of the financial year precedingthe financial year in question and at the end of the reference year,less the Corporation's own shares that it holds at that time ineach case, shall be decisive.

(8) The fixed annual remunerationpursuant to (1) (a) hereof, the success-oriented annual remunerationpursuant to (1) (b) hereof and the success-oriented annual remunerationas a long-term incentive pursuant to (1) (c) hereof shall be paid forthe first time for the 2004 financial year.

(9) If the totalnumber of the Corporation's no par value shares changes after thestart of the 2004 financial year as a result of a share split, acombining of no par value shares or a capital increase from theCorporation's own resources by issuing new no par value shares(capital transaction), the relevant number 

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of no par value shares pursuant to (7)sentence 2 hereof used for the purpose of calculating net income per nopar value share shall be adjusted for every such capital transactionthat occurs prior to the date that is decisive for the calculation inorder to avoid a dilution effect. The adjustment shall be made bymultiplying the relevant number of shares with the quotient obtained bydividing the total number of no par value shares in existenceimmediately prior to the capital transaction by the total number of nopar value shares in existence immediately after the capitaltransaction.

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V.    Shareholders' Meeting

§14**Venue and Convocation**

(1) Theshareholders' meeting shall take place at the headquarters of theCorporation, or at the location of a German stock exchange or in aGerman city with over 250,000 inhabitants.

(2) Convocation shallbe published in the electronic Federal Gazette at least one month priorto the date by which shareholders have to register for theshareholders' meeting (§ 16 (1)); the date of publicationand the last date by which shareholders have to register for theshareholders' meeting shall not be counted.

§15**Audio and video transmissions**

(1)If the Chairman of the Meeting is in agreement, Supervisory Boardmembers may exceptionally be allowed to participate in theShareholders' Meeting by means of audio and video transmission,if as a result of their residency abroad they would have to undertake aconsiderable journey to arrive at the venue of the Shareholders'Meeting.

(2) The Company may transmit the Shareholders'Meeting in audio and video in its entirety, if so decided by the Boardof Management and Supervisory Board and announced at the time theMeeting is called.

§16**Right to Participateand Voting Right**

(1) Eligible to participate in and toexercise their voting rights at the shareholders' meeting shallbe those shareholders who have registered for the shareholders'meeting on time with the Board of Management at the headquarters of theCorporation in writing, by fax or, if the Board of Management sodecides, by electronic means to be stipulated by the Corporation, andwho are included in the share register when their registration for theshareholders' meeting is received. There must be at least sixdays between receipt of the registration and the date of theshareholders' meeting. The Board of Management may decide on ashorter period of time.

(2) Voting rights may be exercised by aproxy. If neither a credit institution nor an association ofshareholders is granted a proxy, the proxy must be granted in writingor by electronic means to be stipulated by the Corporation.

§17**Chairmanship of the Shareholders'Meeting**

(1) The shareholders' meeting shall be chairedby the Chairman of the Supervisory Board or, in case of him beingprevented, by another Supervisory Board member representing theshareholders to be determined by the Supervisory Board.

(2) TheChairman shall run the meeting. He shall determine the order ofdiscussion of agenda items as well as the manner and order ofvoting.

§18**Passing Resolutions**

(1) Each individual no par value share shall grant one vote in theshareholders' meeting.

(2) Resolutions shall, unlessmandatory legal provisions stipulate otherwise, be passed by a simplemajority of votes cast and, where the law prescribes a majorityshareholding in addition to a majority vote, by a simple majority ofshare capital represented at such time as the resolution ispassed.

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VI.    Annual Financial Statementand Appropriation of Profits

§19**AnnualFinancial Statement and Ordinary Shareholders'Meeting**

(1) The Board of Management shall submit to theSupervisory Board the annual financial statements and the managementreport as well as the consolidated financial statements and the Groupmanagement report for the previous year within the first three monthsof the financial year without delay after the preparation thereof. TheBoard of Management must submit the proposal for the appropriation ofnet income to the Supervisory Board at the same time. §§ 298(3) and 315 (3) German Commercial Code (HGB) remain unaffected.

(2) After receipt of the report from the Supervisory Board the Boardof Management shall convene without undue delay the ordinaryshareholders' meeting which shall take place within the firsteight months of each financial year. It shall rule on discharge of theBoard of Management and the Supervisory Board, on the choice of auditorand on appropriation of the net profit for the year.

(3) TheBoard of Management and the Supervisory Board shall be empowered, atthe time of adoption of the annual financial statement, to allocate toother reserves wholly or in part the profit for the year remainingafter deduction of the amounts to be allocated to the legal reservesand of any loss carried forward. Allocating a larger part than half ofthe profit for the year shall not be permitted where the otherreinvested earnings would exceed half of the share capital followingallocation.

(4) The net profit for the year shall be distributedamong the shareholders unless the shareholders' meeting rules ondifferent appropriation.

(5) The Shareholders' Meeting mayalso decide to pay dividends in kind if these assets are such as can betraded on a market as defined by § 3 (2) of the Stock CorporationAct.

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VII.    Commencement of Business

§20**Commencement of Business**

DeutscheTelekom AG business shall commence on 1 January 1995. As from thatdate, Deutsche Bundespost TELEKOM acts shall be deemed pursued for theaccount of Deutsche Telekom AG.

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VIII.    Final provisions

§21**Authorization to change the wording of theArticles of Incorporation**

The Supervisory Board is herebyauthorized to make changes in the Articles of Incorporation that merelyaffect the wording. Moreover, it may bring the Articles ofIncorporation into line with new statutory requirements that arebinding on the Corporation without the need for a resolution by theShareholders' Meeting.

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