Process for reviewing Supervisory Board remuneration
The Supervisory Board reviews on an ad hoc basis the appropriateness of the components, amount, and structure of its remuneration. The Supervisory Board is supported by the General Committee in these efforts. To this end, the General Committee evaluates Supervisory Board remuneration at similar companies, particularly those also represented in the DAX index; compares them with the remuneration of the Supervisory Board at Deutsche Telekom AG with regard to components, amount, and structure of said remuneration; and reports the results to the Supervisory Board. Based on this analysis and taking into account the importance and effort required by the work on the Supervisory Board and its committees, the Supervisory Board then decides whether changes to its remuneration are necessary. Based on this process, at the initiative of the Supervisory Board, a proposal has been made to the Shareholders’ Meeting on April 1, 2026 to amend the remuneration of the Supervisory Board.
Given the particular nature of Supervisory Board remuneration, which is granted for activities that are fundamentally different from the activities of employees of Deutsche Telekom AG and the Deutsche Telekom Group, a “vertical comparison” with employee remuneration is not relevant to the review and determination of remuneration. Accordingly, it is also unnecessary to define a group of employees to be included in such a comparison.
Pursuant to § 113 (3) sentence 1 of the German Stock Corporation Act (Aktiengesetz – AktG), the Shareholders’ Meeting must adopt a resolution on the remuneration of the Supervisory Board members once every four years, whereby it is also possible to adopt a resolution confirming the remuneration. In preparation for this resolution, the Supervisory Board will perform an analysis of its remuneration at least every four years. The Supervisory Board and Board of Management will submit the remuneration of the Supervisory Board members for resolution at least every four years. If there are grounds for changing the remuneration of the Supervisory Board members, the Board of Management and Supervisory Board will submit a proposal for a corresponding amendment to § 13 of the Deutsche Telekom AG Articles of Incorporation. This may also provide that the Supervisory Board remuneration be determined according to the changed provision in the Articles of Incorporation for the entire financial year in which the change to the Articles of Incorporation is entered in the commercial register. Should the Shareholders’ Meeting fail to achieve the majority needed for a resolution, a reviewed Supervisory Board remuneration must be submitted by the next Shareholders’ Meeting at the latest.
It is only natural that the members of the Supervisory Board be involved in the structuring of the remuneration and underlying remuneration system applicable to them. The resulting conflict of interest is offset, however, by the fact that the final decision on the structure of the remuneration and the underlying remuneration system is legally the responsibility of the Shareholders’ Meeting, which will be presented with a resolution proposal by both the Supervisory Board and the Board of Management.