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Convertible bonds · Company statute Hrb 23 May 2005 German Trade Register Announcements, Germany (20/05/2005)
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Deutsche Telekom AG, Bonn (Friedrich - Ebert -
Unnamed street ??, 53113 Bonn, Germany
). The Annual General Meeting of April 26, 2005 approved the amendment of the Articles of Association in Section 5 (height and division of the share capital). A new paragraph 6 is inserted. The previous paragraphs 6 to 9 are now paragraphs 7 to 10. The Annual General Meeting of April 26, 2005 approved the conditional increase in the share capital by an amount of up to EUR 600,000,000 (conditional capital IV). As not registered: The conditional capital increase is intended to grant shares to Inh in the exercise of conversion or option rights or in the event of the fulfilment of conversion or option obligations arising from convertible or warrant bonds issued to Inh in accordance with the authorisation of the Annual General Meeting from April 26, 2005 to April 25, 2010. or creditors of convertible bonds or warrants or to those obliged to bonds under convertible or warrant bonds in accordance with the terms of the bond. The shares are issued at the conversion or conversion to be determined as follows. Option price: In case of issue of on the Inh. convertible bonds are issued to Inh. and, in the case of the issuance of convertible bonds in the name, the creditors of the convertible bonds have the right to exchange their convertible bonds into shares of the Company in accordance with the terms of the convertible bonds. The exchange ratio results from the division of the nominal amount of a single bond (partial bond) by the fixed conversion price for a share of Deutsche Telekom AG. The exchange ratio may also result from dividing the amount of the issue of a partial bond below the nominal value by the fixed conversion price for a share of Deutsche Telekom AG. It may be provided that the exchange ratio is variable and that the conversion price is fixed within a range to be determined, depending on the development of the share price of Deutsche Telekom AG during a period of conversion school prescription. In any case, the exchange ratio can be rounded up or down to an integer; furthermore, a cash payment by the Inh.s or creditor of the partial bond may be fixed. In addition, it may be provided that peaks are combined and/or compensated in money. The pro rata amount of the share capital to be issued in the event of the conversion of a partial bond shall not exceed the nominal amount or an issue amount of the principal debt below the nominal amount. In the case of the issuance of warrants, one or more warrants are attached to each partial bond, which is the insensitive bond. or creditors in accordance with the option conditions for the purchase of shares in Deutsche Telekom AG. It may be provided that the option price is fixed within a range to be determined, depending on the evolution of the share price of Deutsche Telekom AG during the term of the option obligation. The option conditions may also provide that the option price can also be fulfilled through the transfer of partial bonds and, if necessary, a cash co-payment. The pro rata amount of the share capital of the shares to be paid per part-school prescription may not exceed the nominal amount or an issue amount of the part-school prescription below the nominal amount. Insofar as fractions of shares arise, it may be provided that these fractions can be added to the purchase of whole shares in accordance with the school prescription conditions - if necessary against additional payment. The term of the option right may not exceed thirty years. The conditions of the school prescriptions may also provide for a conversion or option obligation at the end of the term or at an earlier date (hereinafter also "final maturity") or the right of Deutsche Telekom AG to grant shares of Deutsche Telekom AG in place of the payment of the due balance date in the event of the final maturity of the bonds. In such cases, the conversion or opion price may, on the basis of the terms and conditions of the bond, correspond to the average price of Deutsche Telekom's share AG in the closing auction in The Xetra trading of Deutsche Börse AG or to a successor system replaced by the Xeta system during the ten trading days before or after the date of final maturity, even if this average price is below the minimum average price mentioned below (80%) Is. In this case, the pro rata amount of the share capital of the shares to be issued may not exceed the nominal amount or an issue amount of the partial bonds below the nominal amount. Section 9 (1) AktG in conjunction with Section 199 (2) AktG must be observed. The conversion or option price for a share to be fixed in each case must be determined, with the exception of cases where a conversion or option obligation is provided for, even in the case of a variable exchange ratio or a variable conversion or option price, either at least 80% of the average closing auction price of Deutsche Telekom's shares AG in Deutsche Börse's Xetra trading AG or a successor system replaced by the Xetra system on the last ten trading days prior to the date of the resolution by: the Board of Management on the issue of the convertible or warrant obligation (date of the final decision of the Board of Management on the submission of an offer to subscribe for bonds or on the declaration of acceptance by the Company after a request for a subscription offer) or, in the event of the granting of a subscription right of the Shareholders - at least 80% of the average closing auction price of Deutsche Telekom's share AG in the XetraHandel of Deutsche Börse AG or a successor system replaced by the Xetra system during the days , in which the subscription rights to the convertible or warrant bonds are traded on the Frankfurt am Main Stock Exchange, with the exception of the last two trading days of subscription rights trading. Section 9 (1) AktG remains unaffected. The conversion or Without prejudice to Section 9 (1) of the German Stock Corporation Act (AktG), the option price may be waived on the basis of a dilution protection clause after further determination of the bond conditions by payment of a corresponding amount in cash by the company in the course of the conversion or option right or in the event of a conversion or conversion. option obligation or by reducing the additional payment of the inteth or creditor of the partial bond or warrant. Such a reduction may be considered in particular- but not only if the company raises the share capital or issues further convertible or warrant bonds during the conversion or option period, granting an exclusive subscription right to its shareholders or by increasing the capital from company funds. other conversion or option rights or obligations are granted or guaranteed and the ini.n or creditors of already existing conversion and option rights or obligations are not granted a subscription right to the extent that they are granted after exercising the conversion or option right or after fulfillment of the conversion or option rights. option obligation. Instead of a payment of the company in cash or a reduction of the additional payment of the Inh.s or creditor of the partial bond, the exchange ratio for the reduction of the conversion or option price can be adjusted. The conditions may also provide for an adjustment of conversion or option rights or conversion or option requirements in the event of a capital reduction or other unusual measures or events (such a.s. special dividends, third-party control). In all these cases, the adjustment is generally carried out on the basis of Section 216 (3) of the German Act (AktG) in such a way that the economic value of the conversion or conversion of the option rights or obligations after the adjustment are essentially the economic value of the conversion or option rights or attachments immediately before the measures triggering the adjustment.
This filing was translated from German to English. The filing refers to a past date, and does not necessarily reflect the current state. The latest known state is available on the following page: Deutsche Telekom AG, Bonn, Germany.
