Exhibit 1.1

Articles of Incorporation  of Deutsche Telekom AG

I. General Provisions

§ 1
Firm, Headquarters and Financial Year

(1)   The
stock corporationhereinafter referred to as the "Corporation"shall be designated Deutsche Telekom AG.

(2)   Its
headquarters shall be in Bonn.

(3)   Financial
year shall be the calendar year.

§ 2
Object

(1)   Object
of the enterprise is activity in all areas of telecommunications, information technology, multimedia, information and entertainment, as well as security services
and any services connected to these areas, and also in related areas in Germany and abroad.

(2)   The
Corporation shall be entitled to enter into all other transactions and take all other measures deemed appropriate to serve the object of the enterprise pursuant to
subpara. (1). It may also set up, acquire and participate in other undertakings of the same or similar kind in Germany and abroad, as well as run such undertakings or confine itself to the
administration of its participation. It may spin off its operations wholly or partly to affiliated undertakings.

§ 3
Commissioning the Deutsche Bundespost
Federal Posts and Telecommunications Agency

The Corporation shall arrange for matters within the meaning of §3 (2) of the Federal Posts and Telecommunications Agency Act to be carried out
by the Deutsche Bundespost Federal Posts and Telecommunications Agency. For this purpose it shall enter into non-gratuitous business management contracts with the Federal Agency.

§ 4
Announcements

Announcements of the Corporation shall be published in the electronic Federal Gazette.

II. Capital Stock and Shares

§ 5
Amount and Breakdown of Capital Stock

(1)   The
capital stock of the Corporation amounts to € 10,907,095,887.36 (in words: ten billion, nine hundred and seven million,
ninety-five thousand, eight hundred eighty-seven Euro thirty-six Cent). It is divided into 4,260,584,331 (in words: four billion two hundred and sixty million, five hundred
eighty-four thousand, three hundred thirty-one) no par value shares(1).

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(2)   The
Board of Management is authorized to increase the capital stock with the approval of the Supervisory Board by up to € 2,399,410,734.08
by issuing up to 937,269,818 registered no par value shares for non-cash contributions in the period up to May 17, 2009(2). 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, parts thereof or interests in companies, including increasing existing investment holdings, or other assets eligible for contribution for such acquisitions,
including receivables from 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 (authorized capital 2004).

(3)   The
capital stock 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 be implemented only to the extent that



The
new shares shall participate in profits starting at the beginning of the financial year in which they are issued as the result of the exercise of any conversion or option rights
being exercised or the fulfillment of any conversion obligations.

(4)   The
capital stock is conditionally increased by up to € 33,019,586.56, divided into up to 12,898,276 new registered no par value 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 ordinary 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.

(5)   The
capital stock is conditionally increased by up to € 2,621,237.76, divided into up to 1,023,921 shares (contingent capital III). The
contingent capital increase serves exclusively to grant subscription rights to members of the Board of Management and executives of the Corporation, as well as Board of Management members, managing
board members and other executives of second-and lower-tier affiliated companies on the basis of a Stock Option Plan as provided for in the resolution of the shareholders' meeting of
May 25, 2000. It shall be implemented only to such extent as use is made of those 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 ordinary shareholders' meeting that resolves regarding the appropriation of

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net
income for the financial year ended, the new shares shall participate in the profits starting at the beginning of the financial year ended.

(6)   The
capital stock shall be conditionally increased by € 600,000,000, divided into up to 234,375,000 no par value shares (contingent capital
IV). The contingent capital increase shall be implemented only to the extent that



The
new shares shall participate in profits starting at the beginning of the financial year in which they are issued as the result of the exercise of any conversion or option rights or
the fulfillment of any conversion or option obligations. The Board of Management is authorized, subject to the approval of the Supervisory Board, to determine any other details concerning the
implementation of the contingent capital increase.

(7)   The
shares shall be registered shares.

(8)   Where
a resolution on capital increase does not stipulate whether the new shares be bearer or registered shares, they shall be registered shares.

(9)   The
Board of Management shall stipulate the form of share certificates and the profit sharing and renewal certificates. A right of shareholders to certification of their
shares and profit shares is precluded unless certification is necessary according to the rules of a stock exchange where the stock is listed. The Corporation shall be entitled to issue stock
certificates embodying individual shares or several shares (global certificates).

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

III. Board of Management

§ 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 Board of Management members.

(2)   Board
of Management members shall be outstanding experts on telecommunications, the economy or business management.

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

(4)   The
Board of Management shall adopt by unanimous decision of all its members its Rules of Procedure, which shall require the consent of the Supervisory Board.

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§ 7
Outside Representation

The Corporation shall be legally represented by two members of the Board of Management or by one member of the Board of Management jointly with a Prokurist(3).Deputy members of the Board of
Management shall have the same rights as ordinary members of the Board of Management with regard to the power of representation.

§ 8
Business Management

The Board of Management shall manage its business in accordance with the Rules of Procedure and the Schedule of Responsibilities approved by the Supervisory
Board.

IV. Supervisory Board

§ 9
Composition,
Tenure of Office, Retirement from Office

(1)   The
Supervisory Board shall consist of twenty members, specifically ten members representing the shareholders and ten members representing the employees. The Supervisory
Board members representing the shareholders shall be elected by the shareholders' meeting and the Supervisory Board members representing the employees shall be elected in accordance with the
provisions of the German Codetermination Act (Mitbestimmungsgesetz).

(2)   The
members of the Supervisory Board shall be elected for the period ending with the shareholders' meeting that approves the actions of the Supervisory Board for the
fourth financial year following commencement of tenure of office. The financial year in which tenure of office commences shall not be counted. The shareholders' meeting may determine, for members
representing shareholders, a shorter tenure of office at the time of their election. A successor to a member representing shareholders who has resigned prior to expiry of his/her tenure of office
shall be elected for the remainder of the retired member's tenure of office, unless the successor's tenure of office is otherwise determined by the shareholders' meeting.

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

(4)   Members
and substitute members of the Supervisory Board may resign from their office by written notice to the Chairman of the Supervisory Board or to the Board of
Management, giving notice of four weeks.

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§ 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 Deputy Chairman for
the tenure of office as laid down in §9 (2) of these Articles of Incorporation. The election shall take place at the close of the shareholders' meeting in which the Supervisory
Board members representing the shareholders and elected by the shareholders' meeting, have been elected, in a meeting that has not been specially convened. If the Chairman or the Deputy Chairman
resigns prior to expiry of his tenure of office, the Supervisory Board shall hold a new election to cover the remainder of the retired person's tenure of office.

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

§ 11
Rules of Procedure

The Supervisory Board shall adopt its Rules of Procedure within the limits of mandatory legal provisions and the provisions of these Articles of Incorporation.
These Rules of Procedure of the Supervisory Board shall stipulate that certain kinds of transaction, in particular



can
only be conducted with the consent of the Supervisory Board. The Supervisory Board can revocably grant consent for a particular group of transactions in general or where an individual transaction
satisfies certain provisions.

§ 12
Pledge of Secrecy

Supervisory Board members shalleven after retirement from officeobserve secrecy with regard to confidential data and secrets of the
Corporation, specifically trade and operating secrets to which they have gained access through serving on the Supervisory Board.

§ 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:



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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.

(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 § 27 (3) of the Codetermination Act 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 € 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 profit and net 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 profit 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 treasury shares that it holds at that time in each case, shall be decisive.

(8)   The
fixed annual remuneration pursuant to (1) (a) hereof, the performance-related annual remuneration pursuant to (1) (b) hereof and the
performance-related annual remuneration as a long-term incentive pursuant to (1) (c) hereof shall be paid for the first time for the 2004 financial year.

(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 profit 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

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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.

V. Shareholders' Meeting

§ 14
Venue and Convocation

(1)   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 a population of
more than 250,000.

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

§ 15
Audio and Video Transmissions

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

(2)   The
Corporation may transmit the shareholders' meeting in audio and video in its entirety, if so decided by the Board of Management and Supervisory Board and announced
at the time the meeting is called.

§ 16
Right to Participate and Voting Right

(1)   Eligible
to participate in and to exercise their voting rights at the shareholders' meeting shall be those shareholders who have registered for the shareholders' meeting
on time with the Board of Management at the headquarters of the Corporation in writing, by fax or, if the Board of Management so decides, by electronic means to be stipulated by the Corporation, and
who are included in the share register when their registration for the shareholders' meeting is received. There must be at least six days between receipt of the registration and the date of the
shareholders' meeting. The Board of Management may decide on a shorter period of time.

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

§ 17
Chairmanship of the Shareholders' Meeting

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

(2)   The
Chairman shall run the meeting. He shall determine the order of discussion of agenda items as well as the manner and order of voting. He may set an appropriate time
limit for shareholders' right to speak and ask questions; he can, in particular, appropriately determine the length

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of
the Shareholders' Meeting and the time allotted for discussing items on the agenda or for any individual questions or comments.

§ 18
Passing Resolutions

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

(2)   Resolutions
shall, unless mandatory legal provisions stipulate otherwise, be passed by a simple majority of votes cast and, where the law prescribes a majority
shareholding in addition to a majority vote, by a simple majority of capital stock represented at such time as the resolution is passed.

VI. Annual Financial Statement
And Appropriation of Profits

§ 19
Annual Financial Statement
and Ordinary Shareholders' Meeting

(1)   The
Board of Management shall submit to the Supervisory Board the annual financial statements and the management report as well as the consolidated financial statements
and the Group management report for the previous year within the first three months of the financial year without delay after the preparation thereof. The Board of Management must submit the proposal
for the appropriation of net 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 Board of Management shall convene without undue delay the ordinary shareholders' meeting, which shall take
place within the first eight months of each financial year. It shall rule on the approval of the actions of the Board of Management and the Supervisory Board, on the choice of auditor and on
appropriation of net income for the year.

(3)   The
Board of Management and the Supervisory Board shall be empowered, at the time of adoption of the annual financial statements, to allocate to other reserves wholly or
in part the net income for the year remaining after deduction of the amounts to be allocated to the legal reserves and of any loss carried forward. Allocating a larger part than half of the net income
for the year shall not be permitted where the other retained earnings would exceed half of the capital stock following allocation.

(4)   The
unappropriated net income for the year shall be distributed among the shareholders unless the shareholders' meeting decides on a different appropriation.

(5)   The
shareholders' meeting may also decide to pay dividends in kind if these assets are such as can be traded on a market as defined by § 3 (2) of the
Stock Corporation Act (Aktiengesetz).

VII. Commencement of Business

§ 20
Commencement of Business

Deutsche Telekom AG business shall commence on 1 January 1995. As from that date, Deutsche Bundespost TELEKOM acts shall be deemed pursued for the account
of Deutsche Telekom AG.

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VIII. Final provisions

§ 21
Authorization to Change the Wording of the Articles of Incorporation

The Supervisory Board is hereby authorized to make changes in the Articles of Incorporation that merely affect the wording. Moreover, it may bring the Articles of
Incorporation into line with new statutory requirements that are binding on the Corporation without the need for a resolution by the shareholders' meeting.

|This translation is for courtesy purposes only. The German original shall prevail (entered into the commercial register on November 28, 2005).
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