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Exhibit 4.1
1
ARTICLES OF INCORPORATION
OF DEUTSCHE TELEKOM AG
I. GENERAL PROVISIONS
SECTION 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.
SECTION 2
OBJECT
(1) Object of the enterprise is activity in all areas of telecommunications and
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.
SECTION 3
COMMISSIONING THE DEUTSCHE BUNDESPOST
FEDERAL POSTS AND TELECOMMUNICATIONS AGENCY
The Corporation shall arrange for matters within the meaning of Section 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.
SECTION 4
ANNOUNCEMENTS
Announcements of the Corporation shall be published in the Federal Gazette.
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II. SHARE CAPITAL AND SHARES
SECTION 5
AMOUNT AND BREAKDOWN OF SHARE CAPITAL
(1) The share capital of the Corporation shall amount to E 7,755,786,327.04 (in
words: seven billion, seven hundred and fifty-five million, seven hundred and
eighty-six thousand, three hundred and twenty-seven euros and four cents). It
shall be divided into 3,029,604,034 (in words: three billion, twenty-nine
million, six hundred and four thousand and thirty-four) individual no par value
shares.
(2) The Board of Management shall be authorized to increase the capital stock
(share capital) with the approval of the Supervisory Board by up to a nominal
E 3,865,093,163.52 by issuing up to 1,509,802,017 ordinary registered shares for
non-cash contributions in the period up to May 25, 2005. The authorization may
be used for partial amounts. The subscription rights of shareholders shall be
precluded. The Board of Management shall be 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 2000).
(3) The Board of Management is empowered to increase the share capital one time
or several times by up to E 12,800,000 with the approval of the Supervisory
Board in the context of the Deutsche Telekom Stock Option Plan by May 25, 2005,
by issuing up to 5,000,000 new individual no-par value registered shares for
cash or non-cash contributions. The subscription right of shareholders shall be
precluded. Only one bank shall be permitted to subscribe the new shares. It
shall purchase the shares with the obligation to offer them for purchase to the
plan participants with subscription rights at a placement price still to be set,
which shall correspond to the opening market price of the T-Share in XETRA
trading of Deutsche Borse AG on the purchase date. The group of plan
participants with subscription rights and the number of shares to be offered to
them in each case shall be set by the Board of Management of Deutsche Telekom
AG. To the extent members of the Board of Management of Deutsche Telekom AG are
to be offered shares, this determination and the offer to purchase shares shall
be the exclusive responsibility of the Supervisory Board of Deutsche Telekom AG.
The new shares shall participate in profits starting at the beginning of the
financial year in which they are created. The Board of Management is empowered
to determine the further conditions of the stock issue with the consent of the
Supervisory Board. To the extent members of the Board of Management are
affected, the further conditions of the stock issue shall be determined by the
Supervisory Board.
(4) The Supervisory Board shall be empowered to change subpara (1) if this is
necessary due to capital increases from approved capital.
(5) The share capital is conditionally increased by up to E 64,000,000, divided
into up to 25,000,000 shares. The contingent capital increase serves exclusively
to grant subscription rights to members of the Board of Management and
executives of the Company, as well as Board of Management members, managing
board members, and other executives of second- and lower-tier associated
companies on the basis of a Stock Option Plan as provided for in the resolution
of the Shareholders' Meeting of
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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 Company's regular
Shareholders' Meeting that resolves regarding the appropriation of 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 shares shall be registered shares.
(7) Where a resolution on capital increase does not stipulate whether the new
shares be bearer or registered shares, they shall be registered shares.
(8) 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 Company shall be entitled to issue stock certificates
embodying individual shares or several shares (global certificates).
(9) In any capital increase, the distribution of profits in relation to new
shares may be determined in derogation of Section 60 of the Stock Corporation
Law.
III. MANAGEMENT BOARD
SECTION 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. A member of the Board of
Management may only join the Supervisory Board, the Administrative Board or the
Advisory Council of a business enterprise if the Supervisory Board has given its
consent.
(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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SECTION 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*. 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.
SECTION 8
BUSINESS MANAGEMENT
(1) 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.
(2) The Board of Management shall inform the Supervisory Board on time before
entering into any legal or actual commitments if the Corporation or a company in
which it has a direct or indirect majority share, acquires a participating
interest of over 25% of another company, increases or sells it in part or
totally. The same procedure shall apply if the nominal capital, the object of
the enterprise or the influence of the Federal Government on such a company is
changed. The above-mentioned facts shall encompass also the conclusion of
control agreements, transformation, convergence as well as dissolution of a
company.
SECTION 9
BUSINESS TRANSACTIONS REQUIRING APPROVAL
(1) The Rules of Procedure of the Supervisory Board shall determine which
transactions the Board of Management may carry out solely with the prior consent
of the Supervisory Board. Apart from the Rules of Procedure the following
transaction shall require the prior consent of the Supervisory Board:
1 Transactions and measures which affect the corporate structure or
corporate strategy or result in a major change of the corporate
development. These include the opening up of new lines of business and
the cessation or any major restriction of important lines of business.
2 Establishment, dissolution, acquisition or sale of companies and
participating interests as well as changed shares in participating
interests.
3 Filling a position on the Supervisory Board, Board of Directors or
another Supervisory Body of a company in which Deutsche Telekom AG has
a direct or indirect majority share and whose nominal capital is over
E 2.5 million or which yields an annual revenue of over E 25 million.
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* A "Prokurist" is a holder of a general commercial power of attorney called
"Prokura", Section 48 Commercial Code.
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(2) The Supervisory Board may at any time make any further transactions
contingent upon its consent. It may give revocable consent in advance with
regard to a specific group of transactions in general or with regard to an
individual transaction meeting certain requirements.
IV. SUPERVISORY BOARD
SECTION 10
COMPOSITION,
TENURE OF OFFICE, RETIREMENT FROM OFFICE
(1) The Supervisory Board shall consist of twenty members, specifically ten
members from the shareholders and ten members from the employees. The
Supervisory Board members from the shareholders shall be elected by the
shareholders' meeting and the Supervisory Board members from the employees shall
be elected in accordance with the provisions of the Codetermination Act.
(2) Supervisory Board members shall be elected for the period until termination
of the shareholders' meeting ruling on discharge 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, with regard to the shareholder members,
shorter tenure of office at the time of their election. Election of a successor
to a shareholder member who has resigned prior to expiry of his/her tenure of
office shall be made, unless the successor's tenure of office is otherwise
determined by the shareholders' meeting, for the remainder of the retired
member's tenure of office.
(3) With the election of a Supervisory Board Member a substitute member who will
become a member of the Supervisory Board may be elected at the same time 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 their
office by written notice to the Chairman of the Supervisory Board or to the
Board of Management, giving the specified notice of four weeks.
SECTION 11
CHAIRMAN AND DEPUTY CHAIRMAN
(1) The Supervisory Board shall elect from its members in accordance with
Section 27(1) and (2) of the Codetermination Act a Chairman and a Deputy
Chairman for the tenure of office as laid down in Section 10(2) of these
Articles of Incorporation. Election shall take place at the close of the
shareholders' meeting in which the Supervisory Board members from the
shareholders, to be elected by the shareholders' meeting,
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are appointed, in a meeting which 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 fresh 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 Section 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.
SECTION 12
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.
SECTION 13
CONVOCATION
(1) Supervisory Board meetings shall be convened by the Chairman or, in the
event of his being prevented from doing so, by the Deputy Chairman, giving
notice of two weeks. In establishing such period of notice, the day on which the
invitation is dispatched and the day on which the meeting is to take place shall
not be counted. In urgent cases the convening party may shorten the prescribed
period and convene the meeting orally, by telephone, telex, telegraph or
telefax.
(2) The invitation shall state the venue, date and time of the meeting as well
as the individual items on the agenda. Any amendments to the agenda shall be
communicated prior to expiry of the convening period.
(3) The Chairman may, for an important reason, cancel or postpone a meeting
convened. He shall be entitled to interrupt, for a short period, any meeting
already in progress. The Chairman shall decide on longer interruptions subject
to a divergent Supervisory Board majority decision.
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SECTION 14
PASSING RESOLUTIONS
(1) Supervisory Board resolutions shall be passed, as a rule, in meetings. The
Chairman shall determine the order of discussion of agenda items as well as the
manner and order of voting. Resolutions on agenda items not communicated in due
time may only be passed where none of the members objects to such procedure. In
such event absent members shall be given the opportunity, within an appropriate
period as determined by the Chairman, to object to the resolution or to cast
their vote subsequently; such resolution shall only become effective when no
absent member has objected within the prescribed period.
(2) Outside meetings, resolutions may be passed by votes cast in writing, by
telegraph, telex or telefax where all members have declared their agreement to
the manner of voting proposed by the Chairman or participate in such manner.
Such resolutions shall be recorded in writing by the Chairman and transmitted to
all members. Resolutions passed in this manner shall be entered in the minutes
on the next Supervisory Board meeting.
(3) The Supervisory Board shall constitute a quorum when at least half of the
total number of members participates in person or by a written casting of votes
(Section 108(3) of the Stock Corporation Law) in the passing of a resolution. A
member is also deemed to have participated in the passing of a resolution when
s/he abstains from voting.
(4) The Chairman may, upon a motion from two members, postpone for a maximum of
four weeks passing a resolution on individual or on all items of the agenda when
the same number of shareholder members and employee members would not
participate or where there would otherwise be substantial reason for such
postponement. The Chairman shall not be authorized to postpone the meeting
again.
(5) Supervisory Board resolutions shall require a majority of votes cast, unless
another majority is made mandatory by law. Where voting results in a tie, the
Chairman shall have two votes in fresh voting on the same matter if this ballot
also results in a tie. The second vote may also be cast in writing in accordance
with (3) above. The Chairman of the Supervisory Board shall only exercise his
right to a second vote after being advised, at the close of the first ballot, by
the committee in charge of the matter in question. The new vote shall not take
place prior to expiry of a period of two weeks. This period may be shortened by
agreement.
(6) The Chairman and - in the event of his being prevented from doing so - the
Deputy Chairman shall be empowered to make, on behalf of the Supervisory Board,
all declarations of intent required to implement the resolutions of the
Supervisory Board and its committees and to receive statements for the
Supervisory Board.
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SECTION 15
COMMITTEES
The regulations of Sections 13 and 14 shall apply accordingly with regard to
committee procedure. The introduction and exercise of the right to a second vote
shall be regulated in the Rules of Procedure of the Supervisory Board.
SECTION 16
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.
SECTION 17
REMUNERATION
(1) The members of the Supervisory Board shall receive remuneration amounting to
E 25,000 annually payable at the end of the financial year in addition to
reimbursement of their expenses.
(2) The Chairman of the Supervisory Board shall receive twice these amounts, and
a Deputy Chairman one and a half times these amounts. Members of the Supervisory
Board who were not in office during the entire financial year shall receive one
twelfth of the remuneration for each month or part thereof that they hold a
seat. Members of the Supervisory Board shall receive an attendance fee amounting
to E 200 for each meeting of the Supervisory Board or its committees that they
have attended.
(3) The Company shall reimburse value-added tax paid on the remuneration and
expenses.
(4) Subparagraphs 1 - 3 shall apply for the first time for the 1999 financial
year.
V. SHAREHOLDERS' MEETING
SECTION 18
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 over 500,000 inhabitants.
(2) Convocation shall be published in the Federal Gazette at least one month
prior to the date by which shareholders have to register for the shareholders'
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meeting (Section 19); the day of publication and the last date by which
shareholders have to register for the shareholders' meeting shall not be
counted.
SECTION 19
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 in writing or by fax with the Board of Management
at the seat of the company and who are included in the share register when their
registration for the shareholders' meeting is received. There must be at least
two days between receipt of the registration and the date of the shareholder's
meeting.
(2) The shareholder may also issue a voting rights authorization in conformance
with the statutory regulations by way of electronic mail with usual and ordinary
proof of authenticity as stipulated by the Company."
SECTION 20
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.
SECTION 21
PASSING RESOLUTIONS
(1) Each individual 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
share capital represented at such time as the resolution is passed.
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VI. ANNUAL FINANCIAL STATEMENT
AND APPROPRIATION OF PROFITS
SECTION 22
ANNUAL FINANCIAL STATEMENT
AND ORDINARY SHAREHOLDERS' MEETING
(1) The Board of Management shall, in the first three months of the financial
year, draw up and submit to the Supervisory Board the annual financial statement
and the status report for the previous year. The Board of the Management must
submit the proposal on appropriation of the net profit for the year to the
Supervisory Board at the same time.
(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 discharge of the Board of Management and the Supervisory Board, on
the choice of auditor and on appropriation of the net profit for the year.
(3) The Board of Management and the Supervisory Board shall be empowered, at the
time of adoption of the annual financial statement, to allocate to other
reserves wholly or in part the profit 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 profit for the year shall not
be permitted where the other reinvested earnings would exceed half of the share
capital following allocation.
(4) The net profit for the year shall be distributed among the shareholders
unless the shareholders' meeting rules on different appropriation.
VII. FEDERAL AUDIT OFFICE
SECTION 23
FEDERAL AUDIT OFFICE
The Federal Audit Office shall have powers according to Section 54 of the Law on
Budgetary Principles.
VIII. COMMENCEMENT OF BUSINESS
SECTION 24
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.
