Deutsche Telekom AG - The 2009 financial year

The members of the Board of Management are appointed and discharged in accordance with § 84 and § 85 AktG, and § 31of the German Codeter- mination Act (Mitbestimmungsgesetz – MitbestG). Amendments to the Articles of Incorporation are made pursuant to §179 and §133 AktG, and § 18 of the Articles of Incorporation. According to § 21 of the Articles of Incorporation, the Supervisory Board is authorized, without a resolution by the shareholders’ meeting, to adjust the Articles of Incorporation to comply with new legal provisions that become binding for the Company and to amend the wording of the Articles of Incorporation. The eight members of the Board of Management are entitled to fixed and annual variable remuneration and long-term variable components (Mid-Term Incentive Plan). Total compensation is generally about 2/3 variable and 1/3 fixed. The annual variable component is based on the extent to which each member of the Board of Management achieves the targets prescribed by the Supervisory Board before the beginning of each financial year. The total compensation of Supervisory Board members is governed by §13 of the Articles of Incorporation and includes a fixed annual component plus variable, performance-related remuneration with short-term and long- term components, depending on the development of net income per share. The compensation of the members of the Board of Management and the Supervisory Board is reported individually in the notes to the consoli- dated financial statements under Note 38, broken down by the various components. The compensation of the Board of Management is shown in detail in the following table. € Fixed annual remuneration Other remuneration Variable remuneration MTIP (fair value at grant date) Total Service costs René Obermann 2009 1,250,000 37,233 1,365,000 76,613 2,728,846 549,326 2008 1,250,000 86,262 1,762,500 116,738 3,215,500 495,302 Dr. Karl-Gerhard Eick 2009 183,750 17,371 183,750 0 384,871 753,839 (until February 28, 2009) 2008 1,054,375 49,290 1,513,028 98,060 2,714,753 704,526 Hamid Akhavan 2009 800,000 611,878* 789,600 49,032 2,250,510 0 2008 800,000 613,588* 1,178,400 74,712 2,666,700 0 Dr. Manfred Balz 2009 660,000 19,204 468,600 33,710 1,181,514 423,373 2008 127,742 4,641 122,485 26,149 281,017 117,570 Reinhard Clemens 2009 658,333 31,531 825,750 42,903 1,558,517 302,817 2008 650,000 33,463 1,106,250 65,373 1,855,086 261,469 Timotheus Höttges 2009 750,000 21,583 803,250 45,968 1,620,801 244,599 2008 750,000 24,506 1,116,000 70,043 1,960,549 204,936 Gudio Kerkhoff 2009 433,333 11,874 692,250 36,774 1,174,231 230,190 (from March 1, 2009) 2008 – – – – – – Thomas Sattelberger 2009 800,000 5,687 976,250 52,607 1,834,544 865,667 2008 800,000 44,221 1,292,500 80,160 2,216,881 948,713 Niek Jan van Damme 2009 366,667 31,538 549,450 30,134 977,789 231,583 (from March 1, 2009) 2008 – – – – – – Total 2009 5,902,083 787,899 6,653,900 367,741 13,711,623 3,601,394 2008 5,432,117 855,971 8,091,163 531,235 14,910,486 2,732,516 * In addition to the pension substitute paid to Hamid Akhavan due to his U.S. citizenship, he also receives a monthly lump-sum payment to compensate for different tax regulations in Germany and the United States. 60