Legal structure of the Group

Deutsche Telekom AG, Bonn, is the parent of the Deutsche Telekom Group. Its shares are traded on the Frankfurt/Main Stock Exchange as well as on other stock exchanges.

For information on the composition of capital stock in accordance with § 289a (1) HGB and § 315a HGB of direct and indirect equity investments, please refer to Note 19 “Shareholders’ equity” in the notes to the consolidated financial statements and to the notes to the annual financial statements of Deutsche Telekom AG as of December 31, 2025.

Shareholders’ equity

Each share entitles the holder to one vote. These voting rights are restricted, however, in relation to treasury shares (at December 31, 2025: around 67 million in total).

Treasury shares. The amount of issued capital assigned to treasury shares was approximately EUR 172 million at December 31, 2025. This equates to 1.4 % of share capital. 67,167,793 treasury shares were held at December 31, 2025.

For information on the treasury shares in accordance with § 160 (1) No. 2 AktG, please refer to Note 8 in the annual financial statements of Deutsche Telekom AG as of December 31, 2025 and to Note 19 “Shareholders’ equity” in the notes to the consolidated financial statements.

The Shareholders’ Meeting on April 9, 2025 authorized the Board of Management to buy back shares up to and including April 8, 2030 up to a total of 10 % of the Company’s capital stock on the date of the resolution or – if this value is lower – on the date of exercising this authorization, provided the shares to be purchased on the basis of this authorization in conjunction with any other shares of the Company which the Company has already purchased and still possesses or are to be assigned to it under §§ 71a et seq. AktG do not at any time account for more than 10 % of the Company’s capital stock pursuant to § 71 (2) sentence 1 AktG. The authorization shall not be exercised for the purpose of trading in treasury shares.

Furthermore, the Board of Management is authorized to use treasury shares that have been or will be purchased on the basis of this authorization or previous authorizations or for any other reasons, in addition to selling them on the stock exchange or by means of an offer to all shareholders in proportion to their shareholdings, for all other legally permissible purposes, in particular for the following purposes. The Board of Management is authorized to cancel treasury shares without further resolution by the Shareholders’ Meeting. There is also the option of selling the shares in return for cash or non-cash consideration. In addition, treasury shares can be used to fulfill obligations and to hedge acquisition obligations or acquisition rights to shares in the Company, in particular from issued convertible bonds, bonds with warrants, profit participation rights, and/or participating bonds (or combinations of these instruments). Treasury shares can also be used in connection with share-based payment transactions and employee share plans. The shares may also be used for purposes involving an exclusion of subscription rights. Under the resolution of the Shareholders’ Meeting on April 9, 2025, the Board of Management is also authorized to acquire the shares through the use of equity derivatives.

Changes in treasury shares are set out in the following table:

2024 share buy-back program. In the period from January 3, 2024 to December 18, 2024, Deutsche Telekom AG bought back around 81 million shares under the share buy-back program. The Board of Management decided on August 19, 2025 to reduce the share capital of Deutsche Telekom AG accordingly and to cancel the shares that had been bought back. The cancellation of these around 81 million shares was completed on August 28, 2025.

2025 share buy-back program. In the period from January 3, 2025 to December 11, 2025, Deutsche Telekom AG bought back 65.4 million shares under the share buy-back program with a total volume (excluding transaction costs) of around EUR 2.0 billion. The majority of the repurchased shares are to be canceled, and a small proportion are to be used in the Share Matching Plan or the employee share program.

Shares previously held in a trust deposit. As part of the acquisition of VoiceStream Wireless Corp., Bellevue, and Powertel, Inc., Bellevue, in 2001, Deutsche Telekom AG issued new shares from authorized capital to a trustee, for the benefit of holders of warrants, options, and conversion rights, among others. These option or conversion rights expired in full in the 2013 financial year. As a result, the trustee no longer had any obligation to fulfill any claims in accordance with the purpose of the deposit. The trust relationship was terminated at the start of 2016 and the deposited shares were transferred free of charge to a custody account of Deutsche Telekom. The previously deposited shares are accounted for in the same way as treasury shares in accordance with § 272 (1a) HGB. On the basis of authorization by the Shareholders’ Meeting on April 9, 2025, the treasury shares acquired free of charge may be used for the same purposes as the treasury shares acquired for a consideration.

Share Matching Plan and employee share program. Currently, the treasury shares for participants of the Share Matching Plan and of the Shares2You shares program for employees are issued from the pool of shares previously held in a trust deposit.

For matching shares from the Share Matching Plan and for free shares from the employee share program Shares2You, treasury shares are transferred free of charge to the custody accounts of employees of Deutsche Telekom AG. In cases where treasury shares are transferred to the custody accounts of employees of other Group companies, the costs have been transferred at fair value to the respective Group company since the 2016 financial year. In the reporting year, 999 thousand treasury shares with a fair value of EUR 30 million were billed to other Group companies. Where treasury shares were transferred to the custody accounts of employees that were bought by way of the personal investment as part of the employee share program Shares2You, a conversion rate of EUR 29.23 per share was used. The conversion is determined using the lowest price at which a trade actually took place on an official German exchange on the date of conversion.

Authorized capital. The Shareholders’ Meeting on April 7, 2022 authorized the Board of Management to increase the share capital with the approval of the Supervisory Board by up to EUR 3,829,600,199.68 by issuing up to 1,495,937,578 no par value registered shares against cash and/or contribution in kind in the period ending April 6, 2027. The authorization may be exercised in full or on one or more occasions in partial amounts. The Board of Management is authorized, subject to the approval of the Supervisory Board, to exclude residual amounts from shareholders’ subscription rights. Furthermore, the Board of Management is authorized, subject to the approval of the Supervisory Board, to disapply shareholders’ subscription rights in the event of capital increases against contribution in kind when issuing new shares for business combinations or acquisitions of companies, parts thereof, or interests in companies, including increasing existing investment holdings, or other assets eligible for contribution for such acquisitions, including receivables from the Company. However, the value of the new shares for which shareholders’ subscription rights have been disapplied on the basis of this authorization – together with the value of the shares or conversion and/or option rights or obligations under bonds issued or sold since April 7, 2022 subject to the disapplication of subscription rights – must not exceed 10 % of the total share capital; the latter is defined as the amount existing as of April 7, 2022, upon entry of the authorization, or upon the issue of the new shares, whichever amount is lowest. If the issue or sale is carried out in analogous or mutatis mutandis application of § 186 (3) sentence 4 AktG, this shall also constitute the disapplication of subscription rights. 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 (2022 Authorized Capital).

As of December 31, 2025, the share capital was contingently increased by up to EUR 1,200,000,000, comprising up to 468,750,000 no par value shares (2024 Contingent Capital). The contingent capital increase will be implemented only to the extent that

1. the holders or creditors of bonds with warrants, convertible bonds, profit participation rights, and/or participating bonds (or combinations of these instruments) with option or conversion rights, which are issued or guaranteed by Deutsche Telekom AG or its direct or indirect majority holdings by April 9, 2029, on the basis of the authorization resolution granted by the Shareholders’ Meeting on April 10, 2024, make use of their option and/or conversion rights or
2. those obligated as a result of bonds with warrants, convertible bonds, profit participation rights, and/or participating bonds (or combinations of these instruments), which are issued or guaranteed by Deutsche Telekom AG or its direct or indirect majority holdings by April 9, 2029, on the basis of the authorization resolution granted by the Shareholders’ Meeting on April 10, 2024, fulfill their option or conversion obligations (including in the event that, in exercising a repayment option when the final due date of the bond is reached, Deutsche Telekom AG grants shares in Deutsche Telekom AG completely or partially in lieu of payment of the amount due)

and other forms of fulfillment are not used. The new shares shall participate in profits starting at the beginning of the financial year in which they are issued as the result of the exercise of any option or conversion rights or the fulfillment of any option or conversion obligations.

Main agreements including a change of control clause

The main agreements entered into by Deutsche Telekom AG that include a clause in the event of a change of control principally relate to bilateral credit lines and several loan agreements. In the event of a change of control, the individual lenders have the right to terminate the credit line and, if necessary, serve notice or demand repayment of the loans. A change of control is assumed when a third party, which can also be a group acting jointly, acquires control over Deutsche Telekom AG.

On November 2, 2016, Deutsche Telekom AG signed a change agreement to the shareholder agreement with the Greek government from May 14, 2008 on Hellenic Telecommunications Organization S.A (OTE), Marousi, Athens, Greece; the change agreement concerned the accession of the Hellenic Republic Asset Development Fund (HRADF) as a party to the contract. Under this agreement, the Greek government is, under certain circumstances, entitled to acquire all shares in OTE from Deutsche Telekom AG as soon as one (or more) person(s), with the exception of the Federal Republic of Germany, either directly or indirectly acquire(s) 35 % of the voting rights of Deutsche Telekom AG.

In the master agreement establishing the procurement joint venture BuyIn in Belgium, Deutsche Telekom AG and Orange S.A. (formerly France Télécom S.A.)/Atlas Services Belgium S.A. (a subsidiary of Orange S.A.) agreed that if Deutsche Telekom or Orange comes under the controlling influence of a third party or if a third party that is not wholly owned by the Orange group of companies acquires shares in Atlas Services Belgium, the respective other party (Orange and Atlas Services Belgium only jointly) may terminate the master agreement with immediate effect.

Changes in the composition of the Group

59 German and 267 foreign subsidiaries are fully consolidated in Deutsche Telekom’s consolidated financial statements (December 31, 2024: 57 and 235). 18 associates (December 31, 2024: 17) and 29 joint ventures (December 31, 2024: 21) are also included using the equity method.

The principal subsidiaries of Deutsche Telekom AG are listed in the section “Summary of accounting policies – Principal subsidiaries” in the notes to the consolidated financial statements.

Business combinations/disposals

Deutsche Telekom consummated material business combinations in the reporting year. In the United States operating segment, the DOOH providers Vistar Media and Blis were acquired, as well as the wireless operations and selected spectrum licenses of UScellular, which have since been fully consolidated and included in Deutsche Telekom’s consolidated financial statements. The equity investments acquired in the Lumos and Metronet FTTH platforms in the United States operating segment are included in the consolidated financial statements using the equity method.

In the Europe operating segment, Telekom Romania Mobile Communications was sold.

For further information on the business combinations, please refer to the section “Group organization” or the section “Summary of accounting policies – Changes in the composition of the Group and other transactions” in the notes to the consolidated financial statements.