Temporary deviations from the remuneration system

In special justified exceptional cases, it is possible to temporarily deviate from individual components of the remuneration system as described here if this is necessary for Deutsche Telekom’s long-term wellbeing and is appropriate to maintain the incentive effect of the Board of Management remuneration. The remuneration of the Board of Management must continue to be oriented towards the sustainable and long-term development of the Company and not overwhelm the financial capacity of the Company. Such a justified exceptional case could include unusual and far-reaching changes to the economic situation which make it impossible for the originally defined target criteria to be achieved, thus nullifying the incentive effect of the remuneration system of the Board of Management if they or their concrete impacts for the Supervisory Board had not been foreseeable at the time at which the targets were defined. However, general unfavorable market developments explicitly do not qualify as a justified exceptional case. The Supervisory Board at Deutsche Telekom AG must previously adopt a resolution for such a temporary deviation.

The Supervisory Board intends to transfer all current members of the Board of Management over to the Board of Management remuneration system presented here with retrospective effect from January 1, 2025. However, the Supervisory Board is also aware that provisions of the German Stock Corporation Act as well as the German Corporate Governance Code as amended on April 28, 2022 contain grandfathering rules that allow members of the Board of Management to be left in the current remuneration system if they do not agree to the switch. If this occurs, the Supervisory Board will respect the grandfathering rules and will only implement the transfer to the remuneration system presented here in the event of a reappointment.