The following copy of the auditor’s report also includes a “Report on the audit of the electronic renderings of the financial statements and the management report prepared for disclosure purposes in accordance with § 317 Abs. 3b HGB” (“Separate report on ESEF conformity”). The subject matter (ESEF documents to be audited) to which the separate report on ESEF conformity relates is not attached. The audited ESEF documents can be inspected in or retrieved from the Federal Gazette.

Independent auditor’s report

To Deutsche Telekom Aktiengesellschaft, Bonn

REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS AND OF THE GROUP MANAGEMENT REPORT

Audit Opinions

We have audited the consolidated financial statements of Deutsche Telekom Aktiengesellschaft, Bonn, and its subsidiaries (the Group), which comprise the consolidated statement as at December 31, 2020, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated cash flow statement for the financial year from January 1 to December 31, 2020, and notes to the consolidated financial statements, including a summary of significant accounting policies. In addition, we have audited the group management report of Deutsche Telekom Aktiengesellschaft, which is combined with the Company’s management report, for the financial year from January 1 to December 31, 2020. In accordance with the German legal requirements, we have not audited the content of those parts of the group management report listed in the “Other Information” section of our auditor’s report.

In our opinion, on the basis of the knowledge obtained in the audit,

• the accompanying consolidated financial statements comply, in all material respects, with the IFRSs as adopted by the EU, and the additional requirements of German commercial law pursuant to § [Article] 315e Abs. [paragraph] 1 HGB [Handelsgesetzbuch: German Commercial Code] and, in compliance with these requirements, give a true and fair view of the assets, liabilities, and financial position of the Group as at December 31, 2020, and of its financial performance for the financial year from January 1 to December 31, 2020, and
• the accompanying group management report as a whole provides an appropriate view of the Group’s position. In all material respects, this group management report is consistent with the consolidated financial statements, complies with German legal requirements and appropriately presents the opportunities and risks of future development. Our audit opinion on the group management report does not cover the content of those parts of the group management report listed in the “Other Information” section of our auditor’s report.

Pursuant to § [Article] 322 Abs. [paragraph] 3 Satz [sentence] 1 HGB [Handelsgesetzbuch: German Commercial Code], we declare that our audit has not led to any reservations relating to the legal compliance of the consolidated financial statements and of the group management report.

Basis for the Audit Opinions

We conducted our audit of the consolidated financial statements and of the group management report in accordance with § 317 HGB and the EU Audit Regulation (No. 537/2014, referred to subsequently as “EU Audit Regulation”) in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). We performed the audit of the consolidated financial statements in supplementary compliance with the International Standards on Auditing (ISAs). Our responsibilities under those requirements, principles and standards are further described in the “Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements and of the Group Management Report” section of our auditor’s report. We are independent of the group entities in accordance with the requirements of European law and German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. In addition, in accordance with Article 10 (2) point (f) of the EU Audit Regulation, we declare that we have not provided non-audit services prohibited under Article 5 (1) of the EU Audit Regulation. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions on the consolidated financial statements and on the group management report.

Key Audit Matters in the Audit of the Consolidated Financial Statements

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the financial year from January 1 to December 31, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our audit opinion thereon; we do not provide a separate audit opinion on these matters.

In our view, the matters of most significance in our audit were as follows:

1 | Recoverability of goodwill and other non-current assets

2 | Appropriateness of revenue recognition

3 | Business combination of T‑Mobile US, Inc. and Sprint Corp.

4 | Reversal of impairment losses recognized on intangible assets of the cash-generating unit “USA”

Our presentation of these key audit matters has been structured in each case as follows:

1 | Matter and issue

2 | Audit approach and findings

3 | Reference to further information

Hereinafter we present the key audit matters:

1 | Recoverability of goodwill and other non-current assets

1 | Non-current assets totaling EUR 227.6 billion are reported in the consolidated financial statements of Deutsche Telekom Aktiengesellschaft (the “Company”). Goodwill amounting to EUR 19.8 billion (7.5% of consolidated total assets) is reported under the line item “Intangible assets” in the consolidated statement of financial position.

The Company tests goodwill for impairment (impairment test) at least once per financial year and when there are indications that goodwill may be impaired. The carrying amount of the relevant cash-generating unit or group of cash-generating units (hereinafter “unit” or “units”), in each case including the allocated goodwill, is compared with the corresponding recoverable amount in the context of the impairment test. These measurements are generally based on the present value of future cash flows of the unit to which the respective goodwill is allocated. The recoverability of the unit “USA” (operating segment United States) is determined on the basis of the listed share price of T‑Mobile US, Inc. (“T‑Mobile US”). The other measurements are based on budget projections for the individual units, which in turn are based on the financial budgets approved by the executive directors. The discount rate used for future cash flows is the weighted average cost of capital for the respective unit. As of December 31, 2020, the impairment test carried out on the unit “Montenegro” (operating segment Europe) resulted in an impairment loss of EUR 26 million recognized on the goodwill allocated to that unit.

With respect to other non-current assets and units to which no goodwill is allocated, a regular review is carried out to determine whether there are indications that an impairment test is required.

In the course of reorganizing the telecommunications business for business customers, the goodwill allocated to the unit “Systems Solutions” (operating segment Systems Solutions) up to and including June 30, 2020 was fully allocated (based on the relative carrying amounts) to the telecommunications business for business customers transferred to the unit “Germany” (operating segment Germany), meaning that there was no longer any goodwill allocated to the unit “Systems Solutions” as at July 1, 2020. This reorganization and the business outlook for the remaining unit “Systems Solutions”, which due among other things to the impact of the COVID-19 pandemic was worse than expected, triggered an impairment test being carried out on this unit in the third quarter of 2020. The budget projections prepared by the executive directors of this unit and the discount rate applied for it were used to calculate the recoverable amount of the unit on the basis of fair value less costs to of disposal.

An impairment test was carried out on the units “Romania – Fixed-network” and “Romania – Mobile communications” (both operating segment Europe) due to the agreed sale of Telekom Romania Communications S.A. (“TKR”), which operates the Romanian fixed network business. The recoverable amounts for the units “Romania – Fixed-network” and “Romania – Mobile communications” were also calculated on the basis of fair value less costs of disposal. For the unit “Romania – Fixed-network”, this was determined based on the current purchase price for TKR. For the unit “Romania – Mobile communications”, the recoverable amount was calculated based on the budget projections prepared by the executive directors of this unit and the discount rate applied for it.

The impairment losses for the units “Systems Solutions” and “Romania – Mobile communications” calculated by comparing the recoverable amounts of the units to their carrying amounts were allocated to the tested assets of the units pro rata based on the carrying amounts of those assets, with their respective fair values serving as a floor. This resulted in the need to recognize EUR 299 million in impairment of intangible assets and EUR 127 million in impairment of property, plant and equipment in the unit “Systems Solutions”. A further EUR 44 million was attributable to the intangible assets recognized in the operating segment Group Headquarters & Group Services, which for the purposes of impairment testing were allocated to the unit “Systems Solutions”. In the unit “Romania – Mobile communications”, the impairment losses amounted to EUR 126 million on intangible assets and EUR 34 million on property, plant and equipment. For the unit “Romania – Fixed-network”, the purchase price for TKR resulting from the bid currently received led to a EUR 50 million reversal of impairment losses previously recognized on property, plant and equipment.

The result of the impairment tests depends in particular on the executive directors’ assumptions of future cash inflows and the discount rate used. The measurements are therefore subject to uncertainty. Against this background and due to the complex nature of the valuation, this matter was of particular significance in the context of our audit.

2 | We assessed whether the future cash inflows underlying the measurements and the discount rates used on the whole provide a proper basis for the impairment tests of the individual units. As part of our assessment, we relied, among other things, on a comparison with general and sector-specific market expectations as well as the executive directors’ detailed explanations regarding key value drivers and their recognition in the budget projections. In this context, we also assessed whether the expenses for Group functions were properly included in the impairment tests of the respective units. With the knowledge that even relatively small changes in the discount rate can have significant effects on values, we also focused our testing on the parameters used to determine the discount rate applied and evaluated the measurement model. When testing goodwill for impairment, we also conducted our own sensitivity analyses for the units with a low carrying amount to present value ratio in order to estimate any potential impairment risk related to any potential changes in key assumptions of the measurement. In our view, the measurement inputs and assumptions used by the executive directors were properly derived for the purposes of conducting impairment tests.

3 | The Company’s disclosures relating to impairment tests of goodwill and other non-current assets are contained in the notes on the accounting policies found in the “Accounting policies” section of the “Summary of accounting policies” chapter and in sections “6 – Intangible assets” and “7 – Property, plant and equipment” of the notes to the consolidated financial statements.

2 | Appropriateness of revenue recognition

1 | In the consolidated financial statements of Deutsche Telekom Aktiengesellschaft, revenue of EUR 101.0 billion is recognized in the consolidated income statement. This significant item in terms of its amount is subject to particular risk due to the complexity of the processes and controls necessary for accurate recognition and deferral, the impact of ever-changing business, price and tariff models (including tariff structures, customer discounts, incentives), and the existence of multiple-element arrangements.

In addition, the accounting standard applicable to revenue recognition, International Financial Reporting Standard 15 – Revenue from contracts with customers (IFRS 15), requires for certain areas estimates and judgments – such as determining the transaction price and allocating it to the performance obligations identified in multiple-element arrangements based on the relative stand-alone selling prices – that had to be assessed for appropriateness in the context of our audit.

Against this background, the accounting treatment of revenue was of particular significance in the context of our audit.

2 | In the knowledge that the complexity and the need to make estimates and assumptions give rise to an increased risk of accounting misstatements, as part of our audit we initially assessed the processes and controls put in place by the Group, including the IT systems used for the purposes of revenue recognition. In particular, we assessed the IT system environment for invoicing and measurement, other relevant systems supporting the accounting treatment of revenue, and the invoicing and measurement systems up to entries in the general ledger.

Furthermore, we inspected contracts with customers, assessed the determination of the transaction price and its allocation to the performance obligations identified in multiple-element arrangements based on the relative stand-alone selling prices, and evaluated whether these obligations were satisfied over time or at a point in time. In this context, we also assessed the appropriateness of the procedure used to allocate revenue to the correct period, and the estimates and judgments made by the executive directors with respect to revenue recognition and deferral. Furthermore, we assessed the accounting consequences of new business and price models and, on a sample basis, examined customer invoices and the related contracts, as well as payments received. We applied consistent audit procedures for the audit of the operating subsidiaries to ensure that we responded appropriately throughout the Group to the audit risk inherent in the audit field.

We were able to satisfy ourselves that the systems, processes and controls in place are appropriate and that the estimates and assumptions made by the executive directors are sufficiently documented and substantiated to ensure that revenue is properly accounted for.

3 | The Company’s disclosures relating to revenue in the consolidated financial statements of Deutsche Telekom Aktiengesellschaft are contained in the notes on the accounting policies found in the “Accounting policies” and “Judgments and estimates” sections of the “Summary of accounting policies” chapter and in section “20 – Net revenue” in the “Notes to the consolidated income statement” chapter of the notes to the consolidated financial statements.

3 | Business combination of T‑Mobile US, Inc. and Sprint Corp.

1 | As of April 1, 2020, T‑Mobile US (a fully consolidated subsidiary included in the consolidated financial statements of Deutsche Telekom Aktiengesellschaft) acquired all of the shares of the listed company Sprint Corp. (“Sprint”) by means of a stock swap with no cash component and thus obtained control over Sprint. As of the acquisition date, the former majority shareholder of Sprint, SoftBank K.K., obtained new T‑Mobile US shares at an effective ratio of one for every 11.31 Sprint shares, while the other shareholders each received one T‑Mobile US share for every 9.75 Sprint shares.

The business combination with Sprint was accounted for in accordance with the acquisition method under IFRS 3 – Business combinations. During the preliminary purchase price allocation, the identifiable assets acquired and liabilities and contingent liabilities of Sprint assumed were recognized at their fair values. Taking into account the net assets acquired of EUR 21.9 billion that are to be allocated to the company and the EUR 30.6 billion in total consideration transferred, the preliminary acquired goodwill amounted to EUR 8.7 billion. Due to the complexity of the measurement and the material effects on the assets, liabilities and financial position and on the financial performance of Deutsche Telekom Aktiengesellschaft, the business combination was of particular significance in the context of our audit.

2 | As part of our audit, we assessed the accounting treatment of the business combination of T‑Mobile US and Sprint. We began by inspecting the contractual agreements. As part of this process, we evaluated the consideration transferred for the business combination and reconciled it with the underlying agreements and the calculations provided to us. On that basis, we reviewed the balance sheet underlying the business combination based on the fair values as of the acquisition date. This involved assessing the appropriateness of, among other things, the models on which the valuations were based as well as the valuation parameters and assumptions used. Given the complexity common for a transaction of this size in calculating fair values in the context of the preliminary purchase price allocation, our internal valuation specialists assisted in the process. We also evaluated the disclosures in the notes to the financial statements that are required under IFRS 3. Ultimately, we were able to satisfy ourselves on the basis of our audit procedures that this acquisition was correctly presented in the financial statements and that the estimates and assumptions made by the executive directors are comprehensible and adequately substantiated.

3 | The disclosures relating to the business combination in the consolidated financial statements of Deutsche Telekom Aktiengesellschaft are contained in the “Changes in the composition of the Group and other transactions” sections of the “Summary of accounting policies” chapter in the notes to the consolidated financial statements.

4 | Reversal of impairment losses recognized on intangible assets of the “USA” cash-generating unit

1 | In the consolidated financial statements of Deutsche Telekom Aktiengesellschaft, mobile communications licenses granted by the Federal Communications Commission in the USA (“FCC licenses”) amounting to EUR 74.5 billion (28.1% of consolidated total assets) are reported under the line item “Intangible assets” in the consolidated statement of financial position. As the result of an ad hoc impairment test conducted on the unit “USA”, impairment losses were recognized on certain FCC licenses as of September 30, 2012. Since then, it has been necessary to carry out regular impairment tests for these FCC licenses to establish whether the reasons for impairment have since ceased to apply (at least in part). In this context, it was necessary to observe the limits applied on the reversal of impairment losses pursuant to IAS 36, which stipulate that, when reversing impairment losses, the carrying amount of an asset must not be increased above the lower of (a) its recoverable amount and (b) the carrying amount that would have been determined if no impairment losses had been recognized in prior periods. The fair value less costs to sell of the unit “USA” increased from 2012 onwards as a result of a rise in the share price of T‑Mobile US. In the financial years 2012 to 2016, the recoverable amount of the FCC licenses subject to impairment losses was below the carrying amount on which an impairment loss had already been recognized; as a result, the limits on the reversal of impairment losses had to be observed. In financial year 2017, the results of the Federal Communications Commission’s 600 MHz auction, which were released in the third quarter of 2017, gave the first indications that the impairment of the FCC licenses no longer applied and resulted in a EUR 1.7 billion partial reversal of the impairment losses recognized on the carrying amount of the FCC licenses. As a result of the preliminary purchase price allocation carried out in connection with the business combination of T‑Mobile US and Sprint that closed on April 1, 2020, there were again indications in financial year 2020 of a further reversal of the impairment losses recognized on the FCC licenses.

Consequently, the respective FCC licenses were remeasured based on a market valuation. This revealed a fair value of EUR 14.7 billion for the FCC licenses that had to be tested for reversal of impairment. The last carrying amount prior to that was EUR 13.1 billion, and (in consideration of the limits for reversing impairment losses under IAS 36) this resulted in a further partial reversal of the impairment losses and an increase in the carrying amount of the FCC licenses by EUR 1.6 billion, which was recognized through other operating income.

Due to the material impact on profit or loss and the executive directors’ judgments and estimates made in assessing the reversal of the impairment losses, this matter was of particular significance in the context of our audit.

2 | As part of our audit, we assessed, among other things, whether the measurement on the basis of a market valuation and the underlying valuation parameters and assumptions on the whole provide a proper basis for measuring the respective licenses held by T‑Mobile US. We based our assessment, among other things, on a comparison with similar transactions to acquire FCC licenses. We took into consideration both direct auctions and secondary market transactions and assessed whether the selected transactions were sufficiently comparable in relation to the transaction date, the underlying frequency bands and the market participants involved. We also used analyst estimates that publish price points for specific frequency bands. On this basis we also assessed whether the market price per megahertz in relation to the population (“market price per MHz/pop”) that the Company used as a multiplier when measuring the FCC licenses is appropriate to determine the fair value of the FCC licenses. We also used a sensitivity analysis to take into consideration the additional increases in market price per MHz/pop over time. In addition, we assessed the allocation to the FCC licenses, which were impaired at the time, and verified the calculation model. From our point of view, the valuation method used by the executive directors was properly applied and the measurement parameters and assumptions were logically derived.

3 | The Company’s disclosures pertaining to the partial reversal of impairment losses on the FCC licenses are contained in section "6 – Intangible assets" and "21 – Other operating income" of the notes to the consolidated financial statements.

Other Information

The executive directors are responsible for the other information. The other information comprises the following non-audited parts of the group management report:

• the statement on corporate governance pursuant to § 289f HGB and § 315d HGB included in section “Other Disclosures – Corporate Governance Statement in accordance with §§ 289f, 315d HGB” of the group management report
• the non-financial statement pursuant to § 289b Abs. 1 HGB and § 315b Abs. 1 HGB included in section “Corporate Responsibility and Non-Financial Statement” of the group management report

The other information comprises further the remaining parts of the annual report – excluding cross-references to external information – with the exception of the audited consolidated financial statements, the audited group management report and our auditor’s report.

Our audit opinions on the consolidated financial statements and on the group management report do not cover the other information, and consequently we do not express an audit opinion or any other form of assurance conclusion thereon.

In connection with our audit, our responsibility is to read the other information and, in so doing, to consider whether the other information

• is materially inconsistent with the consolidated financial statements, with the group management report or our knowledge obtained in the audit, or
• otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Executive Directors and the Supervisory Board for the Consolidated Financial Statements and the Group Management Report

The executive directors are responsible for the preparation of the consolidated financial statements that comply, in all material respects, with IFRSs as adopted by the EU and the additional requirements of German commercial law pursuant to § 315e Abs. 1 HGB and that the consolidated financial statements, in compliance with these requirements, give a true and fair view of the assets, liabilities, financial position, and financial performance of the Group. In addition, the executive directors are responsible for such internal control as they have determined necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the executive directors are responsible for assessing the Group’s ability to continue as a going concern. They also have the responsibility for disclosing, as applicable, matters related to going concern. In addition, they are responsible for financial reporting based on the going concern basis of accounting unless there is an intention to liquidate the Group or to cease operations, or there is no realistic alternative but to do so.

Furthermore, the executive directors are responsible for the preparation of the group management report that as a whole provides an appropriate view of the Group’s position and is, in all material respects, consistent with the consolidated financial statements, complies with German legal requirements, and appropriately presents the opportunities and risks of future development. In addition, the executive directors are responsible for such arrangements and measures (systems) as they have considered necessary to enable the preparation of a group management report that is in accordance with the applicable German legal requirements, and to be able to provide sufficient appropriate evidence for the assertions in the group management report.

The supervisory board is responsible for overseeing the Group’s financial reporting process for the preparation of the consolidated financial statements and of the group management report.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements and of the Group Management Report

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and whether the group management report as a whole provides an appropriate view of the Group’s position and, in all material respects, is consistent with the consolidated financial statements and the knowledge obtained in the audit, complies with the German legal requirements and appropriately presents the opportunities and risks of future development, as well as to issue an auditor’s report that includes our audit opinions on the consolidated financial statements and on the group management report.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with § 317 HGB and the EU Audit Regulation and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW) and supplementary compliance with the ISAs will always detect a material misstatement Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements and this group management report.

We exercise professional judgment and maintain professional skepticism throughout the audit. We also

• Identify and assess the risks of material misstatement of the consolidated financial statements and of the group management report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our audit opinions. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit of the consolidated financial statements and of arrangements and measures (systems) relevant to the audit of the group management report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an audit opinion on the effectiveness of these systems.
• Evaluate the appropriateness of accounting policies used by the executive directors and the reasonableness of estimates made by the executive directors and related disclosures.
• Conclude on the appropriateness of the executive directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the consolidated financial statements and in the group management report or, if such disclosures are inadequate, to modify our respective audit opinions. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to be able to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements present the underlying transactions and events in a manner that the consolidated financial statements give a true and fair view of the assets, liabilities, financial position and financial performance of the Group in compliance with IFRSs as adopted by the EU and the additional requirements of German commercial law pursuant to § 315e Abs. 1 HGB.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express audit opinions on the consolidated financial statements and on the group management report. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinions.
• Evaluate the consistency of the group management report with the consolidated financial statements, its conformity with German law, and the view of the Group’s position it provides.
• Perform audit procedures on the prospective information presented by the executive directors in the group management report. On the basis of sufficient appropriate audit evidence we evaluate, in particular, the significant assumptions used by the executive directors as a basis for the prospective information and evaluate the proper derivation of the prospective information from these assumptions. We do not express a separate audit opinion on the prospective information and on the assumptions used as a basis. There is a substantial unavoidable risk that future events will differ materially from the prospective information.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with the relevant independence requirements, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, the related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter.

OTHER LEGAL AND REGULATORY REQUIREMENTS

Assurance Report in Accordance with § 317 Abs. 3b HGB on the Electronic Reproduction of the Consolidated Financial Statements and the Group Management Report Prepared for Publication Purposes

Reasonable Assurance Conclusion

We have performed an assurance engagement in accordance with § 317 Abs. 3b HGB to obtain reasonable assurance about whether the reproduction of the consolidated financial statements and the group management report (hereinafter the “ESEF documents”) contained in the attached electronic file deutschetelekomag_ka_lb_20201231.zip and prepared for publication purposes complies in all material respects with the requirements of § 328 Abs. 1 HGB for the electronic reporting format (“ESEF format”). In accordance with German legal requirements, this assurance engagement only extends to the conversion of the information contained in the consolidated financial statements and the group management report into the ESEF format and therefore relates neither to the information contained within this reproduction nor to any other information contained in the above-mentioned electronic file.

In our opinion, the reproduction of the consolidated financial statements and the group management report contained in the above-mentioned attached electronic file and prepared for publication purposes complies in all material respects with the requirements of § 328 Abs. 1 HGB for the electronic reporting format. We do not express any opinion on the information contained in this reproduction nor on any other information contained in the above-mentioned electronic file beyond this reasonable assurance conclusion and our audit opinion on the accompanying consolidated financial statements and the accompanying group management report for the financial year from January 1 to December 31, 2020 contained in the “Report on the Audit of the Consolidated Financial Statements and on the Group Management Report” above.

Basis for the Reasonable Assurance Conclusion

We conducted our assurance engagement on the reproduction of the consolidated financial statements and the group management report contained in the above-mentioned attached electronic file in accordance with § 317 Abs. 3b HGB and the Exposure Draft of IDW Assurance Standard: Assurance in Accordance with § 317 Abs. 3b HGB on the Electronic Reproduction of Financial Statements and Management Reports Prepared for Publication Purposes (ED IDW AsS 410) and the International Standard on Assurance Engagements 3000 (Revised). Accordingly, our responsibilities are further described below in the “Group Auditor’s Responsibilities for the Assurance Engagement on the ESEF Documents” section. Our audit firm has applied the IDW Standard on Quality Management: Requirements for Quality Management in the Audit Firm (IDW QS 1).

Responsibilities of the Executive Directors and the Supervisory Board for the ESEF Documents

The executive directors of the Company are responsible for the preparation of the ESEF documents including the electronic reproduction of the consolidated financial statements and the group management report in accordance with § 328 Abs. 1 Satz 4 Nr. 1 HGB and for the tagging of the consolidated financial statements in accordance with § 328 Abs. 1 Satz 4 Nr. 2 HGB.

In addition, the executive directors of the Company are responsible for such internal control as they have considered necessary to enable the preparation of ESEF documents that are free from material non-compliance with the requirements of § 328 Abs. 1 HGB for the electronic reporting format, whether due to fraud or error.

The executive directors of the Company are also responsible for the submission of the ESEF documents together with the auditor’s report and the attached audited consolidated financial statements and audited group management report as well as other documents to be published to the operator of the German Federal Gazette [Bundesanzeiger].

The supervisory board is responsible for overseeing the preparation of the ESEF documents as part of the financial reporting process.

Group Auditor’s Responsibilities for the Assurance Engagement on the ESEF Documents

Our objective is to obtain reasonable assurance about whether the ESEF documents are free from material non-compliance with the requirements of § 328 Abs. 1 HGB, whether due to fraud or error. We exercise professional judgment and maintain professional skepticism throughout the assurance engagement. We also:

• Identify and assess the risks of material non-compliance with the requirements of § 328 Abs. 1 HGB, whether due to fraud or error, design and perform assurance procedures responsive to those risks, and obtain assurance evidence that is sufficient and appropriate to provide a basis for our assurance conclusion.
• Obtain an understanding of internal control relevant to the assurance engagement on the ESEF documents in order to design assurance procedures that are appropriate in the circumstances, but not for the purpose of expressing an assurance conclusion on the effectiveness of these controls.
• Evaluate the technical validity of the ESEF documents, i.e., whether the electronic file containing the ESEF documents meets the requirements of the Delegated Regulation (EU) 2019/815 in the version applicable as at the balance sheet date on the technical specification for this electronic file.
• Evaluate whether the ESEF documents enables a XHTML reproduction with content equivalent to the audited consolidated financial statements and to the audited group management report.
• Evaluate whether the tagging of the ESEF documents with Inline XBRL technology (iXBRL) enables an appropriate and complete machine-readable XBRL copy of the XHTML reproduction.

Further Information pursuant to Article 10 of the EU Audit Regulation

We were elected as group auditor by the annual general meeting on June 19, 2020. We were engaged by the supervisory board on July 2, 2020. We have been the group auditor of Deutsche Telekom Aktiengesellschaft, Bonn, without interruption since the Company first met the requirements as a Public Interest Entity in accordance with § 319a Abs. 1 Satz 1 HGB in the financial year 1996.

We declare that the audit opinions expressed in this auditor’s report are consistent with the additional report to the audit committee pursuant to Article 11 of the EU Audit Regulation (long-form audit report).

GERMAN PUBLIC AUDITOR RESPONSIBLE FOR THE ENGAGEMENT

The German Public Auditor responsible for the engagement is Thomas Tandetzki.

Frankfurt/Main, February 16, 2021

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Wirtschaftsprüfungsgesellschaft