Deutsche Telekom AG - The 2009 financial year

include managing Deutsche Telekom AG’s real estate portfolio, and DeTeFleetServices GmbH, a full-service provider of fleet management and mobility services. In addition, Group Headquarters & Shared Services includes the Products & Innovation unit and other Group-wide functions in the area of technology, IT and mobile communications that report to the Chief Operating Officer. Shared Services is primarily active in Germany. The main subsidiaries in Shared Services are GMG Generalmietgesellschaft mbH, DeTeFleetServices GmbH, and Vivento Customer Services GmbH. Legal structure of the Deutsche Telekom Group. Deutsche Telekom AG, Bonn, is the parent of the Deutsche Telekom Group. Its shares are traded on several stock exchanges, including Frankfurt, New York, and Tokyo. Information on the share capital in accordance with § 315 (4) No.1 of the German Commercial Code (Handelsgesetzbuch – HGB) can be found in Note 14 of the notes to the consolidated financial statements. Voting rights are restricted in relation to the treasury shares (around 2 million as of December 31, 2009) and the trust shares (around 19 million as of December 31, 2009). The trust shares are connected with the acquisitions of VoiceStream and Powertel in 2001. As part of these acquisitions, Deutsche Telekom AG issued new shares from authorized capital to trust- ees for the benefit of holders of warrants, options, and conversion rights, among others. As regards the shares issued to trusts, the trustees in ques- tion waived voting rights and subscription rights and, in general, dividend rights for the duration of the trusts’ existence. The shares issued to the trusts can be sold on the stock exchange on the instruction of Deutsche Telekom AG if the beneficiaries do not exercise their options or conversion rights or if these expire. The proceeds from the sale accrue to Deutsche Telekom AG. The shareholders’ meeting on April 30, 2009 authorized the Board of Man- agement to increase the share capital with the approval of the Supervisory Board by up to EUR 2,176,000,000 by issuing up to 850,000,000 no par value registered shares against non-cash capital contributions in the period ending April 29, 2014. This authorization may be exercised either in full or in one or several partial amounts. The Board of Management is authorized, subject to the approval of the Supervisory Board, to disapply shareholders’ preemptive rights when issuing new shares for business combinations or acquisitions of companies, parts thereof or interests in companies, includ- ing increasing existing investment holdings, or other assets eligible for contribution for such acquisitions, including receivables from Deutsche Telekom AG. The Board of Management is also authorized, subject to the approval of the Supervisory Board, to determine the rights accruing to the shares in the future and the conditions for issuing shares (2009/I autho- rized capital). The shareholders’ meeting on April 30, 2009 authorized the Board of Man- agement to increase the share capital with the approval of the Supervisory Board by up to EUR 38,400,000 by issuing up to 15,000,000 no par value registered shares against cash and/or non-cash contributions in the period ending April 29, 2014. This authorization may be exercised either in full or in one or several partial amounts. Shareholders’ preemptive rights are disapplied. The new shares may only be issued to grant shares to employees of Deutsche Telekom AG and of lower-tier companies (employee shares). The new shares can also be issued to a bank or another company meeting the requirements of §186 (5), sentence 1 of the German Stock Corporation Act (Aktiengesetz – AktG) that assumes the obligation to use these shares for the sole purpose of granting employee shares. Where permitted by law, the employee shares may also be issued in such a way that the contribution to be paid in return is taken from the part of the net profit that the Board of Management and the Supervisory Board may transfer to other retained earnings in accordance with § 58 (2) AktG. The shares to be issued as employee shares can also be acquired in the form of a securities loan from a bank or some other company meeting the requirements of §186 (5), sentence 1 AktG and the new shares used to repay this securities loan. The Board of Management is authorized, subject to the approval of the Super- visory Board, to determine the rights accruing to the shares in the future and the conditions for issuing shares (2009/II authorized capital). The 2004 and 2006 authorized capital that existed as of December 31, 2008, were canceled in favor of the aforementioned 2009/I and 2009/II authorized capital with effect from May 26, 2009, the date of entry in the commercial register. The share capital has been contingently increased by up to EUR 31,813,089.28 as of December 31, 2009, composed of up to 12,426,988 new no par value registered shares (contingent capital II). The contingent capital increase is exclusively for the purpose of meeting preemptive rights to shares from stock options granted in the period until December 31, 2003 on the basis of the authorization for a 2001 Stock Option Plan granted by resolution of the shareholders’ meeting on May 29, 2001. It will be implemented only to the extent that the holders of stock options exercise these options. The share capital has been contingently increased by EUR 600,000,000 as of December 31, 2009, composed of up to 234,375,000 no par value registered shares (contingent capital IV). The contingent capital increase shall only be implemented to the extent that it is needed to service convert- ible bonds or bonds with warrants issued or guaranteed on or before April 25, 2010. 57Group management report Group organization