Governance

As of December 31, 2024, Board of Management responsibilities were distributed across eight Board departments.

By resolution of October 13, 2023, Dr. Ferri Abolhassan was appointed as the Board member responsible for T‑Systems for the period from January 1, 2024 to December 31, 2026. By resolution of February 22, 2024, Srini Gopalan was reappointed as the Board member responsible for Germany for the period from January 1, 2025 to December 31, 2029.

The members of the Board of Management are appointed and discharged in accordance with § 84 and § 85 of the German Stock Corporation Act (Aktiengesetz – AktG) and § 31 of the German Codetermination Act (Mitbestimmungsgesetz – MitbestG).

The Supervisory Board of Deutsche Telekom AG advises the Board of Management and oversees its management of business. It is composed of 20 members: 10 represent the shareholders and 10 the employees. The employees’ representatives were most recently appointed at the delegates’ assembly on November 7, 2023.

Amendments to the Articles of Incorporation are made pursuant to § 179 and § 133 AktG and § 18 and § 21 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 remuneration system for the Board of Management provides incentives to successfully implement the corporate strategy, to ensure a sustainable development of the Company, and is also focused on creating long-term value for our shareholders. The remuneration received by the members of the Supervisory Board is specified under § 13 of the Articles of Incorporation of Deutsche Telekom AG. Under the remuneration system, members of the Supervisory Board received fixed annual remuneration. The recommendations of the German Corporate Governance Code (GCGC), as published in the Federal Gazette on June 27, 2022, on “Remuneration of the Management Board and the Supervisory Board” (Section G) were complied with in the reporting year. ^a

On January 27, 2025, the Supervisory Board resolved to submit a revised remuneration system to the 2025 Shareholders’ Meeting, to be applied retroactively as of January 1, 2025.

Detailed information on the remuneration of the Board of Management and the Supervisory Board is published in the separate Remuneration Report. For further information on the Board of Management remuneration system, please refer to Deutsche Telekom AG’s website.

Members of the Board of Management and Supervisory Board of Deutsche Telekom AG were reported to have purchased and received 451,757 shares (2023: 412,132) and sold 246,755 shares (2023: 4,363) inter alia under the Share Matching Plan or as personal investments in the course of 2024. Total direct or indirect shareholdings in the Company or associated financial instruments by members of the Board of Management and the Supervisory Board do not exceed 1 % of the shares issued by the Company.

For further information on corporate governance, please refer to the section “Governance” under the section “Combined sustainability statement.”

Changes to the Board of Management after the end of the 2024 financial year

On January 27, 2025, the Supervisory Board resolved to cancel the current appointment of Timotheus Höttges. He was reappointed prematurely to the Board of Management for the period from February 1, 2025 until midnight on December 31, 2028. He was again assigned the department of the Chair of the Board of Management.

The Supervisory Board additionally resolved on January 27, 2025 to terminate Srini Gopalan’s Board position and to approve his termination agreement effective midnight on February 28, 2025. Srini Gopalan will assume the function of Chief Operating Officer at T‑Mobile US effective March 1, 2025.

In the same meeting, the Supervisory Board approved the appointment of Rodrigo Diehl to the Board of Management for the period from March 1, 2025 to midnight on February 29, 2028. He was assigned to the Germany Board department.