UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

IN RE: DEUTSCHE TELEKOM AG Civil Action No . 00-CV-9475 (SHS)SECURITIES LITIGATION

STIPULATION AND AGREEMENT OF SETTLEMEN T

This Stipulation and Agreement of Settlement (the "Stipulation") is submitted pursuant t o

Rule 23 of the Federal Rules of Civil Procedure. Subject to the approval of the Court, this

Stipulation is entered into among Lead Plaintiffs and Class Representatives (hereinafter "Lead

Plaintiffs") Allan Kramer and Bruce Holberg on behalf of themselves and the Class (a s

hereinafter defined) and Defendants Deutsche Telekom AG ("Deutsche Telekom") and Ron

Sommer (collectively, the "DT Defendants") and Deutsche Bank AG (`"Deutsche Bank"),

Deutsche Banc Alex . Brown, Dresdner Bank AG, Goldman, Sachs & Co ., and A.G. Edwards &

Sons , Inc. (collectively, the "Bank Defend ants") (the DT Defendan ts and the Bank Defendan ts

are collectively referred to hereinafter as the "Defendants"), by and through their respective

counsel . Lead Plaintiffs and the Defendants shall be collectively referred to as the "Parties . "

WHEREAS :

A. Beginning on December 13, 2000, seven class actions alleging violations o f

federal secu rities laws - Aaron & Ruth Jungreis Foundation v . Deutsche Telekom AG, et al . ,

Case No . 00-CV-9475 (SHS); Offner v. Deutsche Telekom AG, et all, Case No . 00-CV-9557

(SHS) ; Horizon International, LLC v . Deutsche Telekom AG, et al. Case No. 00-CV-957 1

(SHS) ; Lahmann v. Deutsche Telekom AG, et al . , Case No . 00-CV-9640 (SHS) ; Feibelman . v .

Deutsche Telekom AG, et al ., Case No . 01-CV-82 ( SHS) ; Resh v. Deutsche Telekom AG, et al . ,

Case No. 01-CV-146 (SHS) ; and Sackheim v . Deutsche Telekom AG, et al . , Case No. 01-CV-

0719 (SHS) - were filed in this Court and, along with Feitell v. Deutsche Telekom AG, et al . ,

Case No. 00-CV-7178 , a purported class action originally commenced in New York Supreme

Court and subsequently removed and transferred to this Court, were subsequently consolidated

under the caption above, and are hereinafter referred to as the "Action" ;

B. On May 31, 2001, plaintiffs filed their Consolidated Amended Class Actio n

Complaint dated May 31, 2001 (the "Complaint") on behalf of all persons who purchase d

ordinary shares of Deutsche Telekom stock in the form of American Depository Share s

("ADSs") pursuant to a registration statement filed on May 22, 2000 (the "Registratio n

Statement") incorporating a prospectus dated June 17, 2000 (the "Prospectus") in connection

with a public offering of ADSs (the "Offering"), and who purchased Deutsche Telekom ADS s

during the period from June 19, 2000 to and including February 21, 2001 (the "Class Period") .

The Complaint named as defendants the DT Defendants, the Bank Defendants, and Kreditanstal t

fur Wiederaufbau ("KfW"), a German public law entity wholly owned by the Federal Republi c

of Germany and the German Federal states ;

C . On July 12, 2001, KfW moved to dismiss claims the Complaint asserted agains t

it. On February 20, 2002, after the motion was fully briefed, the Court granted KfW's motio n

without prejudice . Plaintiffs . moved for reconsideration. The Court denied the motion for

reconsideration by order dated March 19, 2002, and KfW has been dismissed as a defendant ;

D . The Complaint alleges that the Registration Statement and Prospectus issued in

connection with the Offering were materially false and misleading because they (1) failed to

disclose that Deutsche Telekom was engaged in advanced merger talks with VoiceStream

Wireless Corporation ("VoiceStream") and (2) overstated the value of Deutsche Telekom's rea l

estate portfolio by at least two billion Euros . The Complaint asserts that, as a result : (a) all

Defendants violated section 11 ofthe Securities Act of 1933 (the "Securities Act"),i 1

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Defendants other than Ron Sommer violated section 12(a)(2) of the Securities Act, (c) Ron

Sommer is liable under section 15 of the Securities Act, (d) the DT Defendants violated section

10(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), and Rule l Ob- 5

promulgated thereunder, and (e) Ron Sommer is also liable under section 20(a) of the Exchang e

Act ;

E. On August 3, 2001, the DT Defendants and the Bank Defendants filed their

answers to the Complaint in which they denied that they violated any laws or committed an y

improper acts and asserted affirmative defenses . Defendants maintain that their actions were

proper under the federal securities laws and assert that they are not liable to Lead Plaintiffs or the

members of the Class upon the claims asserted in the Complaint;

F. On April 22, 2002, plaintiffs moved to certify the Action as a class action and to

certify the Lead Plaintiffs Allan Kramer and Bruce Holberg as class representatives ;

G. By Order dated October 29, 2002, the Court certified the Action to proceed as a

class action and certified Allan Kramer and Bruce Holberg as class representatives on behalf of a

class (the "Class") consisting of all persons who purchased ordinary shares of stock in the for m

of ADSs of Deutsche Telekom during the period from June 19, 2000 to and including Februar y

21, 2001, excluding the Defendants, the underwriters of the Offering and all officers, affiliates

and immediate family members of such entities, including their heirs, legal representatives ,

successors, predecessors in interest and assigns . A notice of the pendency of this Action as a

class action (the "Notice of Pendency") dated March 25, 2003 was mailed to Class Members (as

defined herein) beginning on May 7, 2003 and a summary notice was published in the national

editions of The Wall Street Journal and The New York Times on May 15, 2003 . In response to

the Notice of Pendency, twenty-four requests for exclusion from the Class were received and

were filed with the Court. A list of those twenty-four persons and entities who requeste d

exclusion is annexed hereto as Exhibit 1 to Exhibit B;

H. On September 10, 2003, the DT Defendants served papers in support of (i) thei r

motion for partial summary judgment dismissing all claims in the Complaint insofar as they

relate to or are based on Deutsche Telekom' s alleged statements or omissions with respect to an

acquisition of VoiceStream, and (ii) their motion for partial summaryjudgment dismissing al l

claims in the Complaint insofar as they relate to Deutsche Telekom' s alleged statements or

omissions concerning its real estate assets . On October 6, 2003, the Bank Defendants filed a

motion joining in both summary judgment motions served by the DT Defendants . On March 30 ,

2004, Plaintiffs' Co-Lead Counsel served papers in opposition to the DT Defendants' motions

for partial summary judgment with respect to the VoiceStream acquisition and in support o f

plaintiffs' cross-motion for partial summary judgment on their claims relating to th e

VoiceStream acquisition . Prior to the completion of briefing on these motions and any decision

by the Court on the motions, the parties agreed to settle the Action ;

1 . The Defendants deny any wrongdoing whatsoever. This Stipulation shall in no

event be construed or deemed to be evidence of, or an admission or concession on the part of an y

Defendant with respect to, any claim or of any fault or liability or wrongdoing or damage

whatsoever, or any infirmity in the defenses that the Defendants have asserted . The parties to

this Stipulation recognize, however, that the litigation has been filed by Plaintiffs and defende d

by Defendants in good faith and with adequate basis in fact under Federal Rule of Civi l

Procedure 11, that the litigation is being voluntarily settled after advice of counsel, and that th e

terms of the settlement are fair, adequate and reasonable . This Stipulation shall not be construed

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or deemed to be a concession by any Plaintiff of any infirmity in the claims asserted in the

Action ;

Plaintiffs' Co-Lead Counsel have conducted a thorough investigation relating to

the claims and the underlying events and transactions alleged in the Complaint . Plaintiffs' Co-

Lead Counsel reviewed in excess of 1 .9 million pages of documents produced by Defendants an d

deposed over 30 witnesses . Plaintiffs ' Co-Lead Counsel have analyzed the evidence adduced

during pretrial discovery and have researched the applicable law with respect to the claims o f

Lead Plaintiffs and the Class against the Defendants and the potential defenses thereto ;

K. Lead Plaintiffs, by their counsel, have conducted discussions and arm's lengt h

negotiations with counsel for Defendants with respect to a compromise and settlement of th e

Action with a view to settling the issues in dispute and achieving the best relief possible

consistent with the interests of the Class; and

L. Based upon their investigation and pretrial discovery as set forth above, Plaintiffs '

Co-Lead Counsel have concluded that the terms and conditions of this Stipulation are fair ,

reasonable and adequate to Lead Plaintiffs and the Class, and in their best interests , and have

agreed to settle the claims raised in the Action pursuant to the terms and provisions of thi s

Stipulation, after considering (a) the substantial benefits that Lead Plaintiffs and the members o f

the Class will receive from settlement of the Action, (b) the attendant risks of litigation, and (c )

the desirability of permitting the Sett lement to be consummated as provided by the terms of thi s

Stipulation .

NOW THEREFORE, without any admission or concession on the part of Lead Plaintiffs

of any lack of merit of the Action whatsoever, and without any admission or concession of an y

liability or wrongdoing or lack of merit in the defenses whatsoever by Defendants, it is hereby

STIPULATED AND AGREED, by and among the parties to this Stipulation, through thei r

respective attorneys, subject to approval of the Court pursuant to Rule 23(e) of the Federal Rule s

of Civil Procedure, in consideration of the benefits flowing to the parties hereto from th e

Settlement, that all Settled Claims (as defined below) as against the Released Parties (as define d

below) and all Settled Defendants' Claims (as defined below) shall be compromised, settled ,

released and dismissed with prejudice, upon and subject to the following terms and conditions :

CERTAIN DEFINITIONS

1 . As used in this Stipulation, the following terms shall have the following

meanings :

(a) "Authorized Claimant" means a Class Member who submits a timely an d

valid Proof of Claim form to the Claims Administrator .

(b) "Bank Defendants" means Deutsche Bank AG, Deutsche Banc Alex.

Brown, Dresdner Bank AG, Goldman, Sachs & Co ., and A.G. Edwards & Sons, Inc.

(c) "Cash Settlement Amount" means the amount specified in paragraph 4

hereof.

(d) "Claims Administrator" means the firm of The Garden City Group, Inc . ,

which shall administer the Settlement.

(e) "Class" and "Class Members" mean all persons who purchased ordinary

shares of stock in the form of American Depository Shares ("ADSs") of Deutsche Telekom A G

("Deutsche Telekom") during the period from June 19, 2000 to and including February 21, 2001 .

Excluded from the Class are the defendants and the underwriters of the Offering and all officers ,

affiliates and immediate family members of such entities, including their heirs, lega l

representatives, successors, predecessors in interest and assigns . Also excluded from the Class

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are the persons and/or entities who previously excluded themselves from the Class by filing a

request for exclusion in response to the Notice of Pendency, as listed on Exhibit 1 to Exhibit B

annexed hereto .

(f) "Class Period" means the period of time from June 19, 2000 to and

including February 21, 2001 .

(g) "Court" means the United States District Court for the Southern District o f

.1 _ New York.

(h) "Defendants" means the DT Defendants and the Bank Defendants .

(i) "Defendants' Counsel" means the law firm of Cravath, Swaine & Moore

LLP for the DT Defendants and the law firm of Fried, Frank, Harris , Shriver & Jacobson LLP for

the Bank Defendants, or such other counsel as may be substituted.

(j) "DT Defendants" means Deutsche Telekom AG ("Deutsche Telekom")

and Ron Sommer .

(k) "Effective Date" means the date upon which the Settlement contemplate d

by this Stipulation shall become effective, as set forth in ¶ 22 below.

(1) "Final Order" means an order as to which there is no pending appeal, stay,

motion for reconsideration or motion to vacate or similar request for relief, and as to which th e

period of time for a party to appeal has expired. For purposes hereof, if no appeal or motion for

reconsideration, to vacate, or for similar relief is filed within 33 days after entry by the Court of

an order approving the Settlement substantially in the form attached hereto as Exhibit B, suc h

order shall be deemed to be a Final Order .

(m) "Gross Settlement Fund" means the Cash Settlement Amount plus any

income or interest earned thereon.

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(n) "Net Settlement Fund" has the meaning defined in paragraph 5 hereof.

(o) "Order and Final Judgment" means the proposed order to be entere d

approving the Settlement substantially in the form attached hereto as Exhibit B .

(p) "Order for Notice and Hearing" means the proposed order preliminarily

approving the Settlement and directing notice thereof to the Class substantially in the form

attached hereto as Exhibit A.

(q) "Plaintiffs ' Counsel" means Plaintiffs ' Co-Lead Counsel and all other

counsel representing Plaintiffs in the Action .

(r) "Plaintiffs ' Co-Lead Counsel" means the law firms of Milberg Weiss

Bershad & Schulman LLP and Bernstein Liebhard & Lifshitz, LLP .

(s) "Publication Notice" means the summary notice of proposed Settlemen t

and hearing for publication substantially in the form attached as Exhibit 3 to Exhibit A .

(t) "Released Parties" means any and all of the Defendants, their past o r

present subsidiaries, parents, successors and predecessors, and their respective officers ,

Management Board members, Supervisory Board members, directors, agents, employees ,

affiliates, attorneys, advisors, insurers, auditors, stockholders, heirs, executors, trusts, assigns ,

and underwriters (including the Underwriters) .

(u) "Settled Claims" means any and all claims, rights or causes of action o r

liabilities whatsoever, whether based on federal, state, local, statutory or common law or an y

other law, rule or regulation (whether foreign or domestic), including both known claims an d

Unknown Claims, accrued claims and not accrued claims, foreseen claims and unforesee n

claims, matured claims and not matured claims, class or individual in nature, that have been or

could have been asserted from the beginning of time to the end of time in any forum by the Clas s

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Members or any ofthem against any of the Released Parties which arise out of or relate in any

way to the allegations, transactions , facts, matters or occurrences , representations or omissions

involved, set forth, referred to in this Action or that could have been asserted relating to the

purchase, transfer or acquisition of ordinary shares of stock in the form of American Depositor y

Shares ("ADSs") of Deutsche Telekom AG ("Deutsche Telekom") during . the Class Period,

except claims relating to the enforcement of the settlement of the Action.

(v) "Settled Defendants' Claims" means any and all claims, rights or causes of

action or liabilities whatsoever, whether based on federal, state, local, statutory or common law

or any other law, rule or regulation, including both known claims and Unknown Claims, tha t

have been or could have been asserted in the Action or any forum by the Defendants, th e

Underwriters or any of them or the successors and assigns of any of them against any of the Lead

Plaintiffs, Class Members or their attorneys, and arise out of or relate in any way to the

institution, prosecution, or sett lement of the Action (except for claims to enforce the Settlement) .

(w) "Settlement" means the settlement contemplated by this Stipulation .

(x) "Settlement Notice" means the Notice of Proposed Settlement of Clas s

Action, Motion for Attorneys' Fees and Settlement Fairness Hearing, which is to be sent to .

members of the Class substantially in the form attached hereto as Exhibit 1 to Exhibit A .

(y) "Underwriters" means any and all persons or entities who participated in

underwriting the Offering, who were underwriters of the Offering within the meaning of th e

federal securities laws and/or who were or are referred to or identified in either the Registration

Statement or the Prospectus as a Joint Global Coordinator, a Joint Global Bookrunner, an

underwriter, or a member of the underwriting syndicate, and any or all of their past or present

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subsidiaries, parents, affiliates, successors and predecessors, officers, directors, agents ,

employees, attorneys and advisors.

(z) "Unknown Claims" means any and all Settled Claims which any Lead

Plaintiff or Class Member does not know or suspect to exist in his, her or its favor at the time of

the release of the Released Parties, and any Settled Defendants' Claims which any Defendant or

Underwriter does not know or suspect to exist in his, her, or its favor, which if known by him,

her or it might have affected his, her or its decision(s) with respect to the Settlement . With

respect to any and all Settled Claims and Settled Defendants' Claims, the parties stipulate and

agree that upon the Effective Date, the Lead Plaintiffs and the Defendants shall expressly waive,

and each Class Member shall be deemed to have waived, and by operation of the Order and Final

Judgment shall have expressly waived, any and all provisions, rights and benefits conferred by

any law of any state or territory of the United States, or principle of common law, including Cal .

Civ. Code § 1542 or any law which is similar, comparable, or equivalent to Cal. Civ. Code

§ 1542, which provides :

A general release does not extend to claims which the creditor doesnot know or suspect to exist in his favor at the time of executingthe release, which if known by him must have materially affectedhis settlement with the debtor .

Lead Plaintiffs and Defendants acknowledge, and Class Members by operation of law shall b e

deemed to have acknowledged, that the inclusion of "Unknown Claims" in the definition of

Settled Claims and Settled Defendants' Claims was separately bargained for and was a key

element of the Settlement .

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SCOPE AND EFFECT OF SETTLEMENT

2. The obligations incurred pursuant to this Stipulation shall be in full and fina l

disposition of the Action and any and all Settled Claims as against all Released Parties and any

and all Settled Defendants' Claims .

3 . (a) Upon the Effective Date of this Settlement, the Lead Plaintiffs and

members of the Class on behalf of themselves, their heirs, executors, administrators, successor s

and assigns, shall, with respect to each and every Settled Claim, release, and forever discharge ,

and shall forever be enjoined from prosecuting, any Settled Claims against any of the Release d

Parties .

(b) Upon the Effective Date of this Settlement, each of the Defendants, o n

behalf of themselves and the Released Parties, and the Underwriters shall release and foreve r

discharge any and all Settled Defendants' Claims, and shall forever be enjoined from prosecuting

any Settled Defendants' Claims .

THE SETTLEMENT CONSIDERATION

4. Within seven (7) days following the execution of this Stipulation, the D T

Defendants shall pay One Hundred Twenty Million Dollars ($120,000,000) in U.S. dollars (the

"Cash Settlement Amount") into escrow for the benefit of Plaintiffs and the Class . The Cash

Settlement Amount and any income or interest earned thereon shall be the Gross Settlemen t

Fund .

5 . (a) The Gross Settlement Fund, net ofany Taxes (as defined below) on th e

income thereof, shall be used to pay (i) the Notice and Administration Costs referred to in 1 7

hereof, (ii) the attorneys' fee and expense award referred to in 18 hereof, and (iii) the rest ai g

administration expenses referred to in 19 hereof. The balance of the Gross Settlement Fund

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after the above payments shall be the "Net Settlement Fund ." The Net Settlement Fund shall b e

distributed to the Authorized Claimants as provided in 11 10-12 hereof. Any sums required to be

held in escrow hereunder prior to the Effective Date shall be held by Plaintiffs' Co-Lead Counse l

as Escrow Agents for the Settlement Fund . All funds held by the Escrow Agents shall b e

deemed to be in the custody of the Court and shall remain subject to the jurisdiction of the Cour t

until such time as the funds shall be distributed or returned to the persons paying the sam e

pursuant to this Stipulation and/or further order of the Court . The Escrow Agents shall inves t

any funds in excess of $100,000 in short term United States Agency or Treasury Securities (or a

mutual fund or money market fund invested solely in such instruments), and shall collect an d

reinvest all interest accrued thereon. Any funds held in escrow in an amount of less than

$100,000 may be held in a bank account insured by the FDIC . The parties hereto agree that the

Settlement Fund is intended to be a Qualified Settlement Fund within the meaning of Treasur y

Regulation § 1 .468B-1 and that the Escrow Agents, as administrator of the Settlement Fun d

within the meaning of Treasury Regulation § 1 .468B-2(k)(3), shall be responsible for filing tax

returns for the Settlement Fund and paying from the Settlement Fund any Taxes owed wit h

respect to the Settlement Fund. The parties hereto agree that the Settlement Fund shall be treated

as a Qualified Settlement Fund from the earliest date possible, and agree to any relation-bac k

election required to treat the Settlement Fund as a Qualified Settlement Fund from the earlies t

date possible . Counsel for Defendants agree to provide promptly to the Escrow Agents the

statement described in Treasury Regulation § 1.468B-3(e) .

(b) All (i) taxes on the income of the Gross Settlement Fund and (ii) expenses

and costs incurred in connection with the taxation of the Gross Settlement Fund (including ,

without limitation, expenses of tax attorneys and accountants) (collectively "Taxes") shall b e

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paid out of the Gross Settlement Fund, shall be considered to be a cost of administration of th e

settlement and shall be timely paid by the Escrow Agents without prior Order of the Court .

ADMINISTRATION

6. The Claims Administrator shall administer the Se tt lement subject to the

jurisdiction of the Court. Except as stated in ¶ 14 hereof, neither Defendants nor Defendants '

Counsel shall have any responsibility for the administration of the Settlement and they shall have

no liability to the Lead Plaintiffs, any Class Member or any Plaintiffs' Counsel in connectio n

with such administration . Defendants' Counsel shall cooperate in the administration of th e

Settlement to the extent reasonably necessary to effectuate its terms .

Plaintiffs' Co-Lead Counsel may pay from the Cash Settlement Amount, withou t

further approval from the Defendants or the Court, the reasonable costs and expenses associated

with identifying members of the Class, and effecting mail notice and Publication Notice to the

Class, and the administration of the Settlement (including without limitation, the actual costs o f

publication, printing and mailing the Settlement Notice, reimbursements to nominee owners for

forwarding notice to their beneficial owners, and the administrative expenses incurred and fee s

charged by the Claims Administrator in connection with providing notice and processing th e

submitted claims) .

ATTORNEYS' FEES AND EXPENSES

8 . Plaintiffs' Co-Lead Counsel will apply to the Court for an award from the Gros s

Settlement Fund of attorneys' fees and reimbursement of expenses . Such amounts as are

awarded by the Court shall be payable from the Gross Settlement Fund to Plaintiffs' Co-Lea d

Counsel immediately upon award, notwithstanding the existence of any timely filed objections

thereto, or potential for appeal therefrom, or collateral attack on the settlement or any part

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thereof, provided that (1) Plaintiffs' Co-Lead Counsel shall have provided to counsel for ttli DT

Defendants undertakings satisfactory to the DT Defendants, in their sole discretion, to secure the

repayment of such fees, plus interest thereon, in the event that the Settlement is not finally

approved on appeal or the fee award is later modified or reversed for any reason or the

Settlement and this Stipulation is terminated pursuant to paragraphs 23 or 24 hereof, provided,

however, that a Letter of Credit issued by a U .S . money center bank to guarantee such repayment

shall be satisfactory to the DT Defendants to secure the repayment of such fees; (2) if th e

Settlement is not finally approved on or following appeal or the Settlement and this Stipulation is

terminated pursuant to paragraphs 23 or 24 hereof, Plaintiffs' Co-Lead Counsel shall b e

obligated to refund or repay to the Settlement Fund all amounts previously paid to them for

attorneys' fees and reimbursement of expenses, with accrued interest thereon at the same net rat e

as has been earned by the Gross Settlement Fund; and (3) if, as a result o f any appeal and/or

further proceedings on remand, or successful collateral attack, the fee or expense award i s

reduced or reversed, Plaintiffs' Co-Lead Counsel shall be obligated to make appropriate refun d

or repayment to the Settlement Fund of amounts previously paid to them for attorneys' fees an d

reimbursement of expenses, with accrued interest thereon at the same net rate as has been earned

by the Gross Settlement Fund. Unless otherwise ordered by the Court, the award of attorneys '

fees shall be allocated by Plaintiffs' Co-Lead Counsel among Plaintiffs' Counsel in a fashio n

which, in the opinion of Plaintiffs ' Co-Lead Counsel , fairly compensates Plaintiffs' Counsel fo r

their respective contributions in the prosecution of the Action. Plaintiffs' Co-Lead Counsel may

make a supplemental application to the Court for an award of attorneys' fees and expenses wit h

respect to post-settlement proceedings and administration.

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ADMINISTRATION EXPENSE S

9. Plaintiffs' Counsel will apply to the Court, on notice to Defendants' Counsel, fo r

an order (the "Class Distribution Order") approving the Claims Administrator's administrativ e

determinations concerning the acceptance and rejection of the claims submitted herein and .

approving any fees and expenses not previously applied for, including the fees and expenses o f

the Claims Administrator, and, if the Effective Date has occurred, directing payment of the Ne t

Settlement Fund to Authorized Claimants .

DISTRIBUTION TO AUTHORIZED CLAIMANT S

10. The Claims Administrator shall determine each Authorized Claimant's rho rat a

share of the Net Settlement Fund based upon each Authorized Claimant's Recognized Claim (a s

defined in the Plan of Allocation described in the Settlement Notice annexed hereto as Exhibit 1

to Exhibit A, or in such other Plan of Allocation as the Court approves) .

11 . The Plan of Allocation proposed in the Settlement Notice is not a necessary term

of this Stipulation and it is not a condition of this Stipulation that any particular Plan o f

Allocation be approved.

12. Each Authorized Claimant shall be allocated a pro rata share of the Net

Settlement Fund based on his or her Recognized Claim compared to the total Recognized Claims

of all accepted claimants . This is not a claims-made settlement . The Defendants shall not be

entitled to recover any of the settlement monies if the Effective Date has occurred and the

Settlement has become effective in accordance with ¶ 22 below. The Defendants shall have no

involvement in reviewing or challenging claims .

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ADMINISTRATION OF THE SETTLEMENT

13. Any member of the Class who does not submit a valid Proof of Claim will n t

entitled to receive any of the proceeds from the Net Settlement Amount but will otherwise be

bound by all of the terms of this Stipulation and the Settlement, including ; the terms of the : . .

Judgment to be entered in the Action and the releases provided for herein, and will be barred

from bringing any action against the Released Parties concerning the Settled Claims .

14. The Claims Administrator shall process the Proofs of Claim and, after entry of th e

Class Distribution Order, distribute the Net Settlement Fund to the Authorized Claimants .

Except for their obligation to pay the Cash Settlement Amount, Defendants shall have n o

liability, obligation or responsibility for the administration of the Settlement or disbursement o f

the Net Settlement Fund . Plaintiffs ' Co-Lead Counsel shall have the right, but not the obligation,

to advise the Claims Administrator to waive what Plaintiffs ' Co-Lead Counsel deem to be formal

or technical defects in any Proofs of Claim submitted in the interests of achieving substantia l

justice .

15. For purposes of determining the extent, if any, to which a Class Member shall b e

entitled to be treated as an "Authorized Claimant", the following conditions shall apply :

(a) Each Class Member shall be required to submit a Proof of Claim (se e

attached Exhibit 2 to Exhibit A), supported by such documents as are designated therein ,

including proof of the transactions claimed and the losses incurred thereon, or such other

documents or proof as the Claims Administrator, in its discretion may deem acceptable ;

(b) All Proofs of Claim must be submi tted by the date specified in the

Settlement Notice unless such period is extended by Order of the Court . Any Class Member

who fails to submit a Proof of Claim by such date shall be forever barred from receiving an y

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payment pursuant to this Stipulation (unless, by Order of the Court, a later submitted Proof of

Claim by such Class Member is approved), but shall in all other respects be bound by all of th e

terms of this Stipulation and the Settlement including the terms of the Order and Final Judgmen t

to be entered inthe Action and the releases provided for herein, and will be barred ffrom .bringing ,

.any action against the Released Parties concerning the Settled Claims . Provided that it is

received before the motion for the Class Distribution Order is filed, a Proof of Claim shall b e

deemed to have been submitted when posted, if received with a postmark indicated on th e

envelope and if mailed by first-class mail and addressed in accordance with the instruction s

thereon. In all other cases, the Proof of Claim shall be deemed to have been submitted whe n

actually received by the Claims Administrator ;

(c) Each Proof of Claim shall be submitted to and reviewed by the Claim s

Administrator, who shall determine in accordance with this Stipulation and the approved Plan o f

Allocation the extent, if any, to which each claim shall be allowed, subject to review by th e

Court pursuant to subparagraph (e) below ;

(d) Proofs of Claim that do not meet the submission requirements may be

rejected . Prior to rejection of a Proof of Claim, the Claims Administrator shall communicate

with the Claimant in order to remedy the curable deficiencies in the Proofs of Claim submitted .

The Claims Administrator shall notify, in a timely fashion and in writing, all Claimants whos e

Proofs of Claim they propose to reject in whole or in part, setting forth the reasons therefor, an d

shall indicate in such notice that the Claimant whose claim is to be rejected has the right to a

review by the Court if the Claimant so desires and complies with the requirements o f

subparagraph (e) below ;

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(e) If any Claimant whose claim has been rejected in whole or in part desire s

to contest such rejection, the Claimant must, within twenty (20) days after the date of mailing o f

the notice required in subparagraph (d) above, serve upon the Claims Administrator a notice an d

statement of reasons indicating the Claimant's grounds for contesting the rejection along wit h

any supporting documentation, and requesting a review thereof by the Court . If a dispute

concerning a claim cannot be otherwise resolved, Plaintiffs ' Co-Lead Counsel shall thereafter

present the request for review to the Court ; and

(f) The administrative determinations of the Claims Administrator accepting

and rejecting claims shall be presented to the Court, on notice to Defendants' Counsel, for

approval by the Court in the Class Distribution Order .

16. Each Claimant shall be deemed to have submitted to the jurisdiction of the Cour t

with respect to the Claimant's claim, and the claim will be subject to investigation and discover y

under the Federal Rules of Civil Procedure, provided that such investigation and discovery shal l

be limited to that Claimant's status as a Class Member and the validity and amount of th e

Claimant's claim. No discovery shall be allowed on the merits of the Action or Settlement i n

connection with processing of the Proofs of Claim .

17. Payment pursuant to this Stipulation shall be deemed final and conclusive agains t

all Class Members. All Class Members whose claims are not approved by the Court shall b e

barred from participating in distributions from the Net Settlement Fund, but otherwise shall b e

bound by all of the terms of this Stipulation and the Settlement, including ; the terms of the Order

and Final Judgment to be entered in the Action and the releases provided for herein, and will be

barred from bringing any action against the Released Parties concerning the Settled Claims .

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18. All proceedings with respect to the administration, processing and determination

of claims desc ribed by ¶ 15 of this Stipulation and the determination of all controversies relatin g

thereto, including disputed questions of law and fact with respect to the validity of claims, shal l

be subject to the jurisdiction of the Court .

19. The Net Settlement Fund shall be distributed to Authorized Claimants by th e

Claims Administrator only after the Effective Date and after : (i) all Claims have been processed ,

and all Claimants whose Claims have been rejected or disallowed, in whole or in part, have been

notified and provided the opportunity to be heard concerning such rejection or disallowance ; (ii)

all objections with respect to all rejected or disallowed claims have been resolved by the Court,

and all appeals therefrom have been resolved or the time therefor has expired; (iii) all matters

with respect to attorneys' fees, costs, and disbursements have been resolved by the Court, all

appeals therefrom have been resolved or the time therefor has expired ; and (iv) all costs of

administration have been paid .

TERMS OF ORDER FOR NOTICE AND HEARIN G

20. Promptly after this Stipulation has been fully executed, Plaintiffs' Counsel an d

Defendants' Counsel jointly shall apply to the Court for entry of an Order for Notice and

Hearing, substantially in the form annexed hereto as Exhibit A.

TERMS OF ORDER AND FINAL JUDGMEN T

21 . If the Settlement contemplated by this Stipulation is approved by the Court,

counsel for the parties shall request that the Court enter an Order and Final Judgment

substantially in the form annexed hereto as Exhibit B .

19

EFFECTIVE DATE OF SETTLEMENT, WAIVER OR TERMINATIO N

22. The "Effective Date" of Settlement shall be the date when all the following shall

have occurred :

(a) approval by the Court of the Settlement, following notice to the Class and

a hearing, as prescribed by Rule 23 of the Federal Rules of Civil Procedure ; and

(b) entry by the Court of an Order and Final Judgment, substantially in the

form set forth in Exhibit B annexed hereto, which has become a Final Order, or, if any appeal is

filed and not dismissed, after such Order and Final Judgment is upheld on appeal in all material

respects and is no longer subject to review upon appeal or review by writ of certiorari, or, in the

event that the Court enters an order and final judgment in a form other than that provided above

(an "Alternative Judgment") and none of the parties hereto elect to terminate this Settlement, the

date that such Alternative Judgment becomes a Final Order and no longer subject to appeal or

review.

23 . The DT Defendants or Plaintiffs' Co-Lead Counsel shall have the right t o

terminate the Settlement and this Stipulation by providing written notice of their election to do so

("Termination Notice") to all other parties hereto within thirty (30) days of : (a) the Court's

declining to enter the Order for Notice and Hearing in any material respect (except that it shall

not be deemed material if the Court determines that Class Members shall have a new opportunity

to request exclusion as described in paragraph 24) ; (b) the Court's refusal to approve this

Stipulation or any material part of it ; (c) the Court's declining to enter the Order and Final

Judgment in any material respect (including the Court's entry of an Alternative Judgment which

differs in any material respect from the Order and Final Judgment) ; (d) the date upon which the

Order and Final Judgment is modified or reversed in any material respect by the Court o f

20

Appeals or the Supreme Court; or (e) the date upon which an Alternative Judgment is mpqied

or reversed in any material respect by the Court of Appeals or the Supreme Court . An award by

the Court (as modified, if at all, by the United States Court of Appeals or the Supreme Court aof

the United States) of attorneys' fees or reimbursement of expenses in an amount different from

the amount(s) sought by Plaintiffs' Counsel or Plaintiffs' Co-Lead Counsel shall not be # basis

for termination of the Settlement and this Stipulation .

24. Class Members were previously notified of the pendency of this action as a clas s

action and were given the opportunity to request exclusion or remain in the Class . The proposed

Order for Notice and Hearing annexed hereto as Exhibit A does not afford a new opportunity to

request exclusion to Class Members . In the event that the Court declines to enter the proposed

Order for Notice and Hearing without affording a new opportunity to request exclusion, then,

independent of any right of termination that may exist in accordance with paragraph 23 above,

Deutsche Telekom shall have the right to terminate the Settlement and this Stipulation pursuant

to the Supplemental Agreement dated as of January 28, 2005 (the "Supplemental Agreement") in

the event that persons or entities who would otherwise be Class Members, and who elect to

exclude themselves, purchased in excess of a certain number of ordinary shares of Deutsche

Telekom stock in the form of ADSs . Unless the Court shall otherwise direct, the Supplemental

Agreement shall not be filed prior to the Settlement Fairness Hearing . In the event of a

termination of this Settlement pursuant to the Supplemental Agreement, this Stipulation shall

become null and void and of no further force and effect and the provisions of 125 shall apply.

25. Except as otherwise provided herein, in the event the Settlement is terminated or

fails to become effective for any reason, then the parties to this Stipulation shall each be deemed

to have reverted to their respective status in the Action immediately prior to the execution of thi s

21

Stipulation and, except as otherwise expressly provided, the parties shall proceed in all respect s

as if this Stipulation and any related orders had not been entered, and the Cash Settlement

Amount previously paid by the DT Defendants, together with any interest earned thereon, less

any Taxes due with respect to such income, and less costs of administration and notice actually

incurred and paid or payable from the Cash Settlement Amount shall be returned to the person s

or entities paying the same.

NO ADMISSION OF WRONGDOIN G

26. This Stipulation, whether or not consummated, and any proceedings. taken

pursuant to it :

(a) shall not be offered, or received against the Defendants as evidence of, or

construed as or deemed to be evidence of, any presumption, concession, or admission by any o f

the Defendants with respect to the truth of any fact alleged by any plaintiff or Class Member o r

the validity of any claim that has been or could have been asserted in the Action or in an y

litigation, or the deficiency of any defense that has been or could have been asserted in th e

Action or in any litigation, or of any liability, negligence, fault, or wrongdoing of th e

Defendants ;

(b) shall not be offered or received against the Defendants as evidence of a

presumption, concession or admission of any fault, misrepresentation or omission with respect t o

any statement or written document approved or made by any Defendant ;

(c) shall not be offered or received against the Defendants as evidence of a

presumption, concession or admission with respect to any liability, negligence, fault o r

wrongdoing, or in any way referred to for any other reason as against any of the Defendants, i n

any other civil, criminal or administrative action or proceeding, other than such proceedings a s

22

may be necessary to effectuate the provisions of this Stipulation ; provided, however, that if this

Stipulation is approved by the Court, Defendants may refer to it to effectuate the liabilit y

protections (including the releases) granted them hereunder ;

(d) shall not be construed against the Defendants as an admission o r

concession that the consideration to be given hereunder represents the amount which could be o r

would have been recovered after trial ; and

(e) shall not be construed as or received in evidence as an admission ,

concession or presumption against Lead Plaintiffs or any of the Class Members that any of thei r

claims are without merit, or that any defenses asserted by the Defendants have any merit, or tha t

damages recoverable under the Complaint would not have exceeded the Gross Settlement Fund .

MISCELLANEOUS PROVISIONS

27. All of the exhibits attached hereto are hereby incorporated by reference as though

fully set forth herein.

28. Each Defendant warrants as to himself or itself that, as to the payments made by

or on behalf of him or it, at the time of such payment that the Defendant made or caused to b e

made pursuant to 1 4 above, he or it was not insolvent nor did nor will the payment required to

be made by or on behalf of him or it render such Defendant insolvent within the meaning of

and/or for the purposes of the United States Bankruptcy Code, including § 101 and 547 thereof.

This warranty is made by each such Defendant and not by such Defendant's Counsel .

29 . If a case is commenced in respect of any Defendant (or any insurer contributing

funds to the Cash Settlement Amount on behalf of any Defendant) under Title 11 of the Unite d

States Code (Bankruptcy), or a trustee, receiver or conservator is appointed under any simila r

law, and in the event of the entry of a final order of a court of competent jurisdiction determinin g

23

the transfer of money to the Gross Settlement Fund or any portion thereof by or on behaifofs

Defendant to be a preference, voidable transfer, fraudulent transfer or similar transaction and any

portion thereof is required to be returned, and such amount is not promptly deposited to the

Gross Settlement Fund by other Defendants, then, at the election of Plaintiffs' Co-Lead Counsel,

the parties shall jointly move the Court to vacate and set aside the releases given and Order and

Final Judgment entered in favor of the Defendants pursuant to this Stipulation, which releases

and Order and Final Judgment shall be null and void, and the parties shall be restored to their

respective positions in the litigation as of the date a day prior to the date of this Stipulation and

any cash amounts in the Gross Settlement Fund shall be returned as provided in 125 above.

30. The parties to this Stipulation intend the Settlement to be a final and complete

resolution of all disputes asserted or which could be asserted by the Class Members against the

Released Parties with respect to the Settled Claims . Accordingly, Lead Plaintiffs and Defendants

agree not to assert in any forum that the litigation was brought by Plaintiffs or defended by

Defendants in bad faith or without a reasonable basis . The parties hereto shall assert no claims

of any violation of Rule 11 of the Federal Rules of Civil Procedure relating to the prosecution ,

defense, or settlement of the Action . The parties agree that the amount paid and the other term s

of the Sett lement were negotiated at arm 's length in good faith by the parties, and reflect a

settlement that was reached voluntarily after consultation with experienced legal counsel .

31 . This Stipulation may not be modified or amended, nor may any of its provisions.s:

be waived except by a writing signed by all parties hereto or their successors-in-interest .

32. The headings herein are used for the purpose of convenience only and are no t

meant to have legal effect.

24

33 . The administration and consummation of the Settlement as embodied in thi s

Stipulation shall be under the autho rity of the Court and the Court shall retain jurisdiction for th e

purpose of entering orders providing for awards of attorneys' fees and expenses to Plaintiffs '

Counsel and enforcing the terms of this Stipulation .

34. The waiver by one party of any breach of this Stipulation by any other party shall

not be deemed a waiver of any other prior or subsequent breach of this Stipulation .

35. This Stipulation and its exhibits constitute the entire agreeni n ong the pa rties

hereto concerning the Settlement of the Action, and no representations, warranties, o r

inducements have been made by any party hereto concerning this Stipulation and its exhibits

other than those contained and memorialized in such documents .

36 . This Stipulation may be executed in one or more counterparts . All executed

counterparts and each of them shall be deemed to be one and the same instrument provided that

counsel for the parties to this Stipulation shall exchange among themselves original signed

counterparts .

37. This Stipulation shall be binding upon, and inure to the bene fit of, the successors

and assigns of the parties hereto .

38. The construction, interpretation, operation, effect and validity of this Stipulation,

and all documents necessary to effectuate it, shall be governed by the internal laws of the State o f

New York without regard to conflicts of laws principles, except to the extent that federal law

requires that federal law governs .

39. This Stipulation shall not be construed more st rictly against one party than

another merely by virtue of the fact that this Stipulation, or any part of it, may have bee n

prepared by counsel for one of the parties, it being recognized that this Stipulation is the result of

25

arm's-length negotiations between the parties and all parties have contributed substantially an d

materially to the preparation of this Stipulation .

40. All counsel and any other person or entity executing this Stipulation and any of

the exhibits hereto, or any related settlement documents, warrant and represent that they have the

full authority to do so and that they have the authority to take appropriate action required or

permitted to be taken pursuant to the Stipulation to effectuate its terms .

41 . Plaintiffs' Co-Lead Counsel and Defendants' Counsel agree to cooperate full y

with one another in seeking Court approval of the Order for Notice and Hearing , the Stipulatio n

and the Settlement, and to promptly agree upon and execute all such other documentation as may

be reasonably required to obtain final approval by the District Court of the Settlement .

42. Within 30 days after the Order and Final Judgment becomes a Final Order, the

Parties and counsel to the Parties shall fully comply with paragraph 15 of the Stipulation and

Order Governing the Production and Use of Confidential Material, which was So Ordered by th e

Court on October 21, 2001, providing for the return or destruction of all Confidential and Highl y

Confidential Discovery Material supplied by a Producing Person .

Dated: January 28, 2005

26

MILBERG WEISS BERSHAD& SCHULMAN LLP

By : PXK - wvl.-~Robert A. Wallner (RW-5109)George A. Bauer III (GB-2919)Benjamin Y. Kaufman (BK-1864)

One Pennsylvania PlazaNew York, New York 10119-0165Telephone : (212) 594-5300Facsimile : (212) 868-1229

Co-Lead Counsel for Plaintiffs

BERNSTEIN LIEBHARD & LIFSHITZ,LLP In

By: U I/T _ 1obert J . B .g ( -8 2)

Francis P. Karam 288)Felecia L. Stern (474-3 1)

10 East 40' Street, 2-2nd FloorNew York, New York 10016Telephone : (212) 779-1414Facsimile : (212) 779-321 8

Co-Lead Counsel for Plaintiffs

CRAVATH, SWAINE & MOORE LLP

By :abe . ar (RB-3765)John E . Bee ower (JB-0628)

Worldwide Plaz a825 Eighth AvenueNew York, New York 10019-7475Telephone : (212) 474-1000Facsimile : (212) 474-3700

Counsel for Defendants Deutsche TelekomAG and Ron Sommer

27

FRIED, FRANK, HARRIS,SHRIVER & JACOBSON LLPI-

By: 1(~ .

William G. McGuinness (WM-7173)One New York PlazaNew York, New York 10004-1980Telephone: (212) 859-8000Facsimile: (212) 859-4000

Counsel for Bank Defendants

28

EXHIBIT A

1 ~

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

IN RE: DEUTSCHE TELEKOM AG : Civil Action No. 00-CV-9475 (SHS)SECURITIES LITIGATION------------------------------------------------------------- x

PRELIMINARY ORDER FOR NOTICE AND HEARING IN CONNECTIONWITH SETTLEMENT PROCEEDINGS

WHEREAS, on January 28 , 2005, the parties to the above-entitled action (the "Action")

entered into a Stipulation and Agreement of Settlement (the "Stipulation") which is subject t o

review under Rule 23 of the Federal Rules of Civil Procedure and which, together with the

exhibits thereto, sets forth the terms and conditions for the proposed settlement of the claim s

alleged in the Complaint on the merits and with prejudice ; and the Court having read and

considered the Stipulation and the accompanying documents; and the patties to the Stipulation

having consented to the entry of this Order; and all capitalized terms used herein having th e

meanings defined in the Stipulation; and

WHEREAS, pursuant to Rules 23(a) and 23(b)(3) of the Federal Rules of Civil Procedur e

and by Order dated October 29, 2002, this Action was certified as a class action on behalf of all

persons who purchased ordinary shares of stock in the form of American Depository Share s

("ADSs") of Deutsche Telekom AG ("Deutsche Telekom") during the period from June 19, 2000

to and including February 21, 2001 . Excluded from the Class are the defendants and th e

underwriters of the Offering and all officers, affiliates and immediate family members of suc h

entities, including their heirs, legal representatives, successors, predecessors in interest an d

assigns . Pursuant to the Notice of Pendency of Class Action previously given to the members of

the Class, Class Members were given the opportunity to exclude themselves from the Class .

Twenty-four persons and entities elected to exclude themselves from the C lass. Those persons

1 l

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

IN RE: DEUTSCHE TELEKOM AGSECURITIES LITIGATION--------------------------------------------------------------x

Civil Action No. 00-CV-9475 (SHS)

PRELIMINARY ORDER FOR NOTICE AND HEARING IN CONNECTIONWITH SETTLEMENT PROCEEDINGS

WHEREAS, on 2005 , the part ies to the above-entitled action (the

"Action") entered into a Stipulation and Agreement of Settlement (the "Stipulation ") which is

subject to review under Rule 23 of the Federal Rules of Civil Procedure and which, together wit h

the exhibits thereto, sets forth the terms and conditions for the proposed settlement of the claim s

alleged in the Complaint on the merits and with prejudice ; and the Court having read and

considered the Stipulation and the accompanying documents ; and the parties to the Stipulation

having consented to the entry of this Order; and all capitalized terms used herein having th e

meanings defined in the Stipulation; and

WHEREAS, pursuant to Rules 23(a) and 23(b)(3) of the Federal,Rules of Civil Procedur e

and by Order dated October 29, 2002, this Action was certified as a class action on behalf of al l

persons who purchased ordinary shares of stock in the form of American Depository Share s

("ADSs') •of Deutsche Telekom AG ("Deutsche Telekom") during the period from June 19, 200 0

to and including February 21, 2001 . Excluded from the Class are the defendants and th e

underwriters of the Offering and all officers, affiliates and immediate family members of suc h

entities, including their heirs, legal representatives, successors, predecessors in interest an d

assigns . Pursuant to the Notice of Pendency of Class Action previously given to the members of

the Class, Class Members were given the opportunity to exclude themselves from the Class .

Twenty- four persons and entities elected to exclude themselves from the Cl ass. Those persons

and entities are listed on Exhibit 1 to Exhibit B of the Stipulation and they are excluded from th e

Class; and

WHEREAS, the Court having read and considered the Stipulation and the accompanying

documents; and the parties to the Stipulation having consented to the entry of this Order ; and all

capitalized terms used herein having the meanings defined in the Stipulation ;

NOW, THEREFORE, IT IS HEREBY ORDERED, this _ day of

2005 that :

1 . A hearing (the "Settlement Fairness Hearing") pursuant to Rule 23(e) of the

Federal Rules of Civil Procedure is hereby scheduled to be held before the Court on

2005, at _• _.m. for the following purposes :

(a) to determine whether the proposed Settlement is fair, reasonable, an d

adequate, and should be approved by the Court ;

(b) to determine whether the Order and Final Judgment as provided under th e

Stipulation should be entered, dismissing the Complaint filed herein, on the merits and wit h

prejudice, and to determine whether the release by the Class of the Settled Claims, as set forth i n

the Stipulation, should be provided to the Released Parties ;

(c) to determine whether the proposed Plan of Allocation for the proceeds of

the Settlement is fair and reasonable , and should be approved by the Court;

(d) to consider Plaintiffs' Counsel's application for an award of attorneys '

fees and expenses ; and

(e) to rule upon such other matters as the Court may deem appropriate.

2

2. The Court reserves the right to approve the Settlement wi th or wi thout

modification and wi th or without further notice of any kind. The Court further reserves the right

to enter its Order and Final Judgment approving the Stipulation and dismissing the Complaint o n

the merits and with prejudice regardless of whether it has approved the Plan of Allocation or

awarded attorneys' fees and expenses .

3. The Court approves the form, substance and requirements of the Notice of

Proposed Settlement of Class Action, Motion for Attorneys' Fees and Settlement Fairnes s

Hearing (the "Settlement Notice") and the Proof of Claim form, annexed hereto as Exhibits I and

2 respectively.

4. The Court approves the appointment of The Garden City Group, Inc . as the

Claims Administrator. The Claims Administrator shall cause the Settlement Notice and the

Proof of Claim, substantially in the forms annexed hereto , to be mailed, by first class mail,

postage prepaid, on or before 2005, to all Class Members who can be

identified with reasonable effort, including all persons who were previously mailed the notice of

pendency other than those persons who previously requested exclusion . The Defendants shall

cause Deutsche Telekom's transfer records and shareholder information to be made available t o

the Claims Administrator for the purpose of identifying and giving notice to the Class . The

Claims Administrator shall use reasonable efforts to give notice to nominee owners such a s

brokerage fines and other persons or entities who purchased Deutsche Telekom ADSs during th e

Class Period as record owners but not as beneficial owners . Such nominee purchasers are

directed within, seven (7) days of their receipt of the Settlement Notice, to either forward copie s

of the Settlement Notice and Proof of Claim to their beneficial owners, or to provide the Claims

Administrator with lists of the names and addresses of the beneficial owners, and the Claims

3

Administrator is ordered to send the Settlement Notice and Proof of Claim promptly to eji

identified beneficial owners . Nominee purchasers who elect to send the Settlement Notice and

Proof of Claim to their bene ficial owners shall send a statement to the Claims Administrato r

confirming that the mailing was made as directed. Additional copies of the Settlement (Notice

shall be made available to any record holder requesting such for the purpose of distribution to

beneficial owners, and such record holders shall be reimbursed from the Gross Settlement Fund ,

upon receipt by the Claims Administrator of proper documentation, for the reasonable expense of

sending the Settlement Notices and Proofs of Claim to beneficial owners . Plaintiffs' Co-Lead

Counsel shall, at or before the Settlement Fairness Hearing, file with the Court proof of mailing

of the Settlement Notice and Proof of Claim .

5 . The Court approves the form of Publication Notice of the proposed settlement i n

substantially the form and content annexed hereto as Exhibit 3 and directs that Plaintiffs' Co-

Lead Counsel shall cause the Publication Notice to be published in the national editions of Th e

Wall Street Journal and The New York Times within ten days of the mailing of the Settlement

Notice . Plaintiffs ' Co-Lead Counsel shall, at or before the Se tt lement Fai rness Hearing, file with

the Court proof of publication of the Publication Notice .

6. The form and content of the Settlement Notice, and the method set forth herein o f

notifying the Class of the Sett lement and its terms and conditions, meet the requirements of Rule

23 of the Federal Rules of Civil Procedure, Section 21D(a)(7) of the Securities Exchange Act of

1934, 15 U.S.C. 78u-4(a)(7) as amended by the Private Securities Litigation Reform Act of

1995, and due process, constitute the best notice practicable under the circumstances, and 4& l

constitute due and sufficient notice to all persons and entities entitled thereto .

4

7 . In order to be entitled to participate in the Net Settlement Fund, in the event the

Settlement is effected in accordance with the terms and conditions set forth in the Stipulation ,

each Class Member shall take the following actions and be subject to the following conditions :

(a) A properly executed Proof of Claim (the "Proofof Claim"), substantially

in the form attached hereto as Exhibit 2, must be submitted to the Claims Administrator, at th e

Post Office Box indicated in the Settlement Notice, postmarked not later th an

2005 . Such deadline may be further extended by Court Order. Each Proof of Claim shall be

deemed to have been submitted when postmarked (if properly addressed and mailed by first class

mail, postage prepaid) provided such Proof of Claim is actually received prior to the motion for

an order of the Court approving distribution of the Net Settlement Fund. Any Proof of Claim

submitted in any other manner shall be deemed to have been submitted when it was actually

received at the address designated in the Settlement Notice .

(b) The Proof of Claim submitted by each Class Member must satisfy the

following conditions: (i) it must be properly completed, signed and submitted in a timel y

manner in accordance with the provisions of the preceding subparagraph; (ii) it must be

accompanied by adequate supporting documentation for the transactions reported therein, in th e

form of broker confirmation slips, broker account statements , an authorized statement from the

broker containing the transactional information found in a broker confirmation slip, or such other

documentation as is deemed adequate by Plaintiffs' Co-Lead Counsel ; (iii) if the person

executing the Proof of Claim is acting in a representative capacity, a certification of his curren t

authority to act on behalf of the Class Member must be included in the Proof of Claim; and (iv)

the Proof of Claim must be complete and contain no material deletions or modifications of any o f

the printed matter contained therein an d must be signed under penalty of perjury.

(c) As part of the Proof of Claim, each Class Member shall submit to th e

jurisdiction of the Court with respect to the claim submi tted, and shall (subject to effectuation of

the Settlement) release all Settled Claims as provided in the Stipulation .

8. Class Members shall be bound by all determinations and judgments in thi s

Action, whether favorable or unfavorable, unless such persons had previously requested

exclusion from the Class . The persons and entities who requested exclusion from the Class in

response to the Notice of Pendency are excluded from the Class and shall not be entitled to

submit any Proof of Claim forms and shall not be entitled to receive any payment out of the Net

Settlement Fund as described in the Stipulation and in the Settlement Notice . No further

opportunity to request exclusion need be given in this Action .

9. The Court will consider comments and/or objections to the Settlement, the Plan of

Allocation, or the award of attorneys' fees and reimbursement of expenses only if such

comments or objections and any supporting papers are filed in writing with the Clerk of th e

Court, United States District Court, 500 Pearl Street , New York, New York 10007, and copies

of all such papers are served, on or before 2005, upon each of the following :

Robert A. Wallner, Esq., Milberg Weiss Bershad & Schulman LLP, One Pennsylvania Plaza,

New York, New York 10119-0165 and Robert J . Berg, Esq., Bernstein Liebhard & Lifshitz,

LLP, 10 East 40th Street, 22"d Floor, New York, New York 10016 on behalf of the Lead

Plaintiffs and the Class ; and Robert H. Baron, Esq ., Cravath, Swaine & Moore LLP, Worldwide

Plaza, 825 Eighth Avenue, New York, New York 10019-7475 on behalf of the DT Defendants

and William G. McGuinness, Esq ., Fried, Frank, Harris, Shriver & Jacobson LLP, One New

York Plaza, New York, New York 10004- 1980 on behalfof the Bank Defendants. Attendance

at the hearing is not necessary; however, persons wishing to be heard orally in opposition) o th e

6

approval of the Settlement, the Plan of Allocation, and/or the request for attorneys' fees are

required to indicate in their written objection their intention to appear at the hearing . Persons

who intend to object to the Settlement, the Plan of Allocation, and/or counsel's application for an

award of attorneys' fees and expenses and desire to present evidence at the Settlement Fairness

Hearing must include in their written objections the identity of any witnesses they may call to

testify and exhibits they intend to introduce into evidence at the Settlement Fairness Hearing .

Class Members do not need to appear at the hearing or take any other action to indicate their

approval .

10. Pending final determination of whether the Settlement should be approved, the

Lead Plaintiffs, all Class Members, and each of them, and anyone who acts or purports to act on

their behalf, shall not institute, commence or prosecute any action which asserts Settled Claims

against any Released Party .

11 . As provided in the Stipulation, Plaintiffs' Co-Lead Counsel may pay the Claims

Administrator the reasonable and customary fees and costs associated with giving notice to the

Class and the review of claims and administration of the Settlement out of the Gross Settlement

Fund without further order of the Court.

12. If. (a) the Settlement is terminated by Deutsche Telekom pursuant to ¶ 24 of the

Stipulation; or (b) any specified condition to the Settlement set forth in the Stipulation is not

satisfied and Plaintiffs' Co-Lead .Counsel or the DT Defendants elect to terminate the Settlement

as provided in ¶ 23 of the Stipulation, then, in any such event, the Stipulation, including any

amendment(s) thereof, and this Preliminary Order shall be null and void, of no further force or

effect, and without prejudice to any party, and may not be introduced as evidence or refer-rod-4 o

7

in any actions or proceedings by any person or entity, and each party shall be restored to his, he r

or its respective position as it existed immediately prior to the execution of the Stipulation .

13. The Court retains exclusive jurisdiction over the Action to consider all furthe r

matters arising out of or connected with the Settlement.

Dated: New York, New York2005

Honorable Sidney H . SteinUNITED STATES DISTRICT JUDG E

8

EXHIBIT 1

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK-------------------------------------------------------------- x

IN RE: DEUTSCHE TELEKOM AGSECURITIES LITIGATION

Civil Action No. 00-CV-9475 (SHS)

-----------------------------------------------------------x

NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION, MOTION FORATTORNEYS' FEES AND SETTLEMENT FAIRNESS HEARING

If you bought ordinary shares of stock in the form of American Depository Shares("ADSs") of Deutsche Telekom AG ("Deutsche Telekom") during the period from June 19,2000 to and including February 21, 2001 (the "Class Period"), then you may be entitled to a

payment from a class action settlement .

A federal court authorized this notice . This is not a solicitation from a lawyer.

• The settlement will provide a $120 million settlement fund for the benefit of investorswho bought ordinary shares of stock in the form of American Depository Shares("ADSs") of Deutsche Telekom AG ("Deutsche Telekom") during the period from June19, 2000 to and including February 21, 2001 (the "Class Period") .

• The settlement resolves a lawsuit over whether Defendants misled investors about thelikelihood of a major acquisition of a telecommunications company by DeutscheTelekom and about the value of Deutsche Telekom's real estate assets .

• Your legal rights are affected whether you act or do not act . Read this notice carefully.

YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT :

SUBMIT A CLAIM FORM The only way to get a payment.

OBJECT Write to the Court about why you do not like the settlement.

GO TO A HEARING Ask to speak in Court about the fairness of the settlement .

DO NOTHING Get no payment . Give up rights .

• These rights and options - and the deadlines to exercise them - are. explained in this

notice .

• The Court in charge of this c ase still has to decide whether to approve the se tt lement .

Payments will be made if the Court approves the settlement and after any appeals are

resolved . Please be patient .

SUMMARY NOTICE

Statement of Plaintiff Recovery

Pursuant to the settlement described herein, a Settlement Fund consisting of $120 million incash, plus interest, has been established. Plaintiffs estimate that there were approximately 378million Deutsche Telekom ADSs traded during the Class Period which may have been damaged .Plaintiffs estimate that the average recovery per damaged share of Deutsche Telekom ADSsunder the settlement is 31 .70 per damaged share before deduction of Court-awarded attorneys'fees and expenses. A Class Member's actual recovery will be a proportion of the Net SettlementFund determined by his, her or its Recognized Claim as compared to the total RecognizedClaims of all Class Members who submit acceptable Proofs of Claim . Depending on the numberof claims submitted, when during the Class Period a Class Member purchased Deutsche TelekomADSs, and whether those ADSs were held at the end of the Class Period or sold during the ClassPeriod, and if sold, when they were sold, an individual Class Member may receive more or lessthan this average amount . See the Plan of Allocation on page [] for more information onyour Recognized Claim .

Statement of Potential Outcome of Cas e

The parties disagree on both liability and damages and do not agree on the average amount ofdamages per share that would be recoverable if Plaintiffs were to have prevailed on each claimalleged. The Defendants deny that they are liable to the Plaintiffs or the Class and deny thatPlaintiffs or the Class have suffered any damages .

Statement of Attorneys' Fees and Costs Sought

Plaintiffs' Counsel are moving the Court to award attorneys' fees in an amount not greater thanpercent of the Gross Settlement Fund, and for reimbursement of expenses incurred i n

connection with the prosecution of this Action in an amount not greater than $ , plusinterest . Application will also be made for reimbursement to the Class Representatives for anamount not to exceed $ for their reasonable costs and expenses directly relating totheir representation of the Class . The maximum requested fees, costs and expenses wouldamount to an average of $ per damaged share . Plaintiffs' Counsel have expendedconsiderable time and effort in the prosecution of this litigation on a contingent fee basis, andhave advanced the expenses of the litigation, in the expectation that if they were successful inobtaining a recovery for the Class they would be paid from such recovery . In this type oflitigation it is customary for counsel to be awarded a percentage of the common fund recovery astheir attorneys' fees .

Further Information

Further information regarding the Action and this Notice may be obtained by contactingPlaintiffs' Co-Lead Counsel : Robert A. Wallner, Esq., Milberg Weiss Bershad & SchulmanLLP, One Pennsylvania Plaza, New York, New York 10119-0165, Telehone (212) 594-5300 ;or Robert J . Berg, Esq ., Bernstein Liebhard & Lifshitz, LLP, 10 East 40 Street, 22°d Floor, NewYork, New York 10016, Telephone (212) 779-1414 .

Reasons for the Settlement

The principal reason for the settlement is the benefit to be provided to the Class now . Thisbenefit must be compared to the risk that no recovery might be achieved after a contested trialand likely appeals , possibly years into the future .

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[END OF COVER PAGE]

WHAT TITS NOTICE CONTAINS

Table of Contents

Page

SUMMARY NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

Statement of Plaintiff Recovery. . . . . . . . . . .. .. . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Statement of Potential Outcome of Case . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .2

Statement of Attorneys' Fees and Costs Sought . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . .. . . . . . .2

Further Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . .2

Reasons for the Settlement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

BASIC INFORMATION. . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

I . Why did I get this notice package? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

2. What is this lawsuit about? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

3. Why is this a class action? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .7

4. Why is there a settlement? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

WHO IS IN THE SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

5 . How do I know if I am a Class Member? . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

6. Are there exceptions to being included?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .7

7 . What if I am still not sure if I am included? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

THE SETTLEMENT BENEFITS - WHAT YOU GET . . . . .. .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . .8

8. What does the settlement provide? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

9. How much will my payment be? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

HOW YOU GET A PAYMENT - SUBMITTING A CLAIM FORM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

10. How can I get a payment?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

11 . When would I get my payment ? . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

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12. What am I giving up as a Class Member? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

NO FURTHER EXCLUSION FROM THE CLASS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .. . . . . . . . 1 0

13. Can I exclude myself from the Class now? . . . . . . . . . . . . . . . .. . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

14. If i previously excluded myself, can I get money from theproposed settlement? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . .. . . . . . . . .. . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . ..10

THE LAWYERS REPRESENTING YOU .. . . . . . . . . . . .. . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

15. Do I have a lawyer in this case? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1

16. How will the lawyers be paid? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1

OBJECTING TO THE SETTLEMENT . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . .. . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1

17. How do I tell the Court that I do not like the proposed settlement? . . . . . . . . . . 1 1

THE COURT'S SETTLEMENT FAIRNESS HEARING . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

18. When and where will the Court decide whether to approve th eproposed settlement? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

19. Do I have to come to the hearing? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

20. May I speak at the hearing? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

IF YOU DO NOTHING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

21 . What happens if I do .nothing at all? . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

GETTING MORE INFORMATION . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

22. Are there more details about the proposed settlement? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

23. How do I get more information? . . . . . ... . . . . . . . . . . . . . . . . . . . . . .. .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 4

PLAN OF ALLOCATION OF NET SETTLEMENT FUND AMONG CLAS SMEMBERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES . . . . . . . . . . . . . . . . . . . . . .. . 1 6

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BASIC INFORMATION

1 . Why did I get this notice package?

You or someone in your family may have purchased ordinary shares of stock in the form ofAmerican Depository Shares ("ADSs") of Deutsche Telekom AG ("Deutsche Telekom") duringthe period from June 19, 2000 to and including February 21, 2001 .

The Court directed that this Notice be sent to Class Members because they have a right to knowabout a proposed settlement of a class action lawsuit, and about all of their options, before theCourt decides whether to approve the settlement . If the Court approves the settlement, and afterany objections and appeals are resolved, an . administrator appointed .by the Court will make thepayments that the settlement allows .

This package explains the lawsuit, the settlement, Class Members' legal rights, what benefits areavailable, who is eligible for them, and how to get them .

The Court in charge of the case is the United States District Court for the Southern District ofNew York, and the. case is known as In re Deutsche Telekom AG Securities Litigation, CivilAction No. 00-CV-9475 (SHS) (the "Action") . This case was assigned to United States DistrictJudge Sidney H. Stein . The people who sued are called the Plaintiffs, and the companies and theperson they sued are called the Defendants .

The Defendants in this case are Deutsche Telekom AG ("Deutsche Telekorn") and Ron Sommer(the Chairman of the Management Board of Deutsche Telekom during the Class Period)(collectively, the "DT Defendants") and Deutsche Bank AG, Deutsche Banc Alex . Brown,Dresdner Bank AG, Goldman Sachs & Co., and A.G. Edwards & Sons, Inc . (collectively, the"Bank Defendants") .

2. What is this lawsuit about ?

Deutsche Telekorn, a German corporation, is the largest provider of telecommunications servicesin Germany and is one of the world's largest telecommunications companies .

The Complaint alleges that a registration statement filed on May 22, 2000 (the "RegistrationStatement") incorporating a prospectus dated June 17, 2000 (the "Prospectus") issued inconnection with the June 19, 2000 public offering in the United States of 45 million ordinaryshares of Deutsche Telekom in the form of ADSs (the "Offering") was materially false andmisleading because it (1) failed to disclose that Deutsche Telekom was engaged in advancedacquisition talks with VoiceStream Wireless Corporation ("VoiceStream") and (2) overstated thevalue of Deutsche Telekom's real estate assets by at least two billion Euros (then approximately$1 .8 billion). The Complaint asserts that, as a result : (a) all Defendants violated section 11 ofthe Securities Act of 1933 (the "Securities Act"), (b) all Defendants other than Ron Sommerviolated section 12(a)(2) of the Securities Act, (c) Ron Sommer is liable under section 15 of theSecurities Act, (d) the DT Defendants violated section 10(b) of the Securities Exchange Act of

.' )

1934 (the "Exchange Act"), and Rule I Ob-5 promulgated thereunder, and (e) Ron Sommer isalso liable under section 20(a) of the Exchange Act .

The Complaint named as defendants the DT Defendants, the Bank Defendants, and Kreditanstaltfur Wiederaufbau ("KIW"), a German public law entity wholly owned by the Federal Republicof Germany and the German Federal States . On July 12, 2001, KfW moved to dismiss theclaims asserted against it . On February 20, 2002, after the motion was fully briefed, the Courtgranted KfW's motion without prejudice . Plaintiffs moved for reconsideration . The Courtdenied the motion for reconsideration by order dated March 19, 2002, and KfW has beendismissed as a defendant with prejudice.

Plaintiffs allege that the Prospectus was materially false and misleading because despite the fact,alleged by Plaintiffs, that Deutsche Telekom was engaged in serious and advanced negotiationsto acquire VoiceStream, the Prospectus merely disclosed that Deutsche Telekom was "activelyconsidering and discussing a number of potential acquisition transactions" and that"[d]iscussions with third parties may be commenced or discontinued at any time ." Plaintiffsallege that, during July 2000, the market price of Deutsche Telekom ADSs experienced certaindeclines in response to publication of previously undisclosed information concerning DeutscheTelekom's plans to acquire VoiceStream. On July 10, 2000, Deutsche Telekom ADSs closed at$58.45 per ADS. On the next day, July 11, 2000, following a Bloomberg news service reportthat Deutsche Telekom planned to pay at least $30 billion to acquire VoiceStream, DeutscheTelekom ADSs closed at $56.44 per ADS, a $2 .01 drop. On July 21, 2000, the last trading daybefore July 24, Deutsche Telekom ADSs closed at $51 .50 per ADS. On July 24, 2000, afterDeutsche Telekom announced its planned $50 .7 billion acquisition of VoiceStream, DeutscheTelekom ADSs closed at $45.00 per ADS, a $6 .50 drop. Defendants contend that all necessarydisclosures concerning Deutsche Telekom's acquisition plans were timely made .

On February 21, 2001, the last day of the Class Period, Deutsche Telekom ADSs closed at$22.45 per share, representing a drop of $1 .56, or 6.5% from the previous day's close . Plaintiffsallege that Deutsche Telekom's real estate assets had been overstated in the Prospectus and thatthe decline in the price of ADSs on February 21, 2001 was due to Deutsche Telekom's formalannouncement on that date that it was taking a special write-down for its real estate portfolio by2 billion Euros (then approximately $1 .8 billion) from a total book value of 17 .2 billion Euros .Defendants contend that the drop in the price of Deutsche Telekom ADSs was attributable toother market information, and that the real estate write-down was due to events that occurredsubsequent to the Offering.

Defendants deny they did anything wrong and have asserted numerous defenses to the Plaintiffs'allegations .

Plaintiffs' Co-Lead Counsel have conducted an extensive investigation relating to the claims,defenses and the underlying events and transactions alleged in the Complaint : Plaintiffs' Co-Lead Counsel have reviewed numerous documents produced by Defendants and deposed overthirty witnesses in the United States and Europe. Plaintiffs' Co-Lead Counsel have analyzed theevidence adduced during pretrial discovery and have researched the applicable law with respectto the claims of Plaintiffs and the Class against the Defendants and the potential defenses thereto .

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3. Why is this a class action?

In a class action, one or more people called Class Representatives (in this case, Allan Kramerand Bruce Holberg), sue on behalf of people who have similar claims . All these people are aClass or Class Members . One court resolves the issues for all Class Members .

4. Why is there a settlement?

The Court did not decide in favor of Plaintiffs or Defendants . On September 10, 2003, the DTDefendants served the Plaintiffs with papers in support of (i) their motion for partial summaryjudgment dismissing all claims in the Complaint insofar as they relate to Deutsche Telekom'salleged statements or omissions with respect to an acquisition of VoiceStream, and (ii) theirmotion for partial summary judgment dismissing all claims in the Complaint insofar as theyrelate to Deutsche Telekom's alleged statements or omissions concerning its real estate assets .On October 6, 2003, the Bank Defendants filed a motion joining in both summary judgmentmotions served by the DT Defendants. Had Defendants ultimately succeeded with thesemotions, all aspects of the case would have been dismissed and Class Members would haverecovered nothing. On March 30, 2004, Plaintiffs served papers in opposition to the DTDefendants' motion for partial summary judgment on their claims relating to the VoiceStreamacquisition. At the same time, Plaintiffs also served a cross-motion for partial summaryjudgment on their claims relating to the VoiceStream acquisition . Prior to Plaintiffs serving anyresponse to Defendants' motion regarding Deutsche Telekom's real estate assets, the partiesreached a settlement. The settlement enables the parties to avoid the risks of adversedeterminations by the Court on the various summary judgment motions and the risks and costs ofa trial, and guarantees that the Class would get compensation . The Class Representatives and theattorneys think the settlement is best for all Class Members.

WHO IS IN THE SETTLEMENT

To see if you will get money from this settlement, you first have to determine if you are a ClassMember.

5. How do I know if I am a Class Member?

The Court decided that everyone who fits this description is a Class Member : all persons whopurchased ordinary shares of stock in the form of ADSs of Deutsche Telekom during the periodfrom June 19, 2000 to and including February 21, 2001 .

6. Are there exceptions to being included?

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Excluded from the Class are the Defendants and the underwriters of the Offering and all officers,affiliates and immediate family members of such entities, including their heirs, .legalrepresentatives, successors, predecessors in interest and assigns .

A prior notice of pendency of this Action as a class action was mailed to Class Members,beginning on May 7, 2003, and a summary notice was published in the national editions of TheWall Street Journal and The New York Times on May 15, 2003 . If you submitted a request forexclusion in response to the prior notice of pendency, then you are excluded from the Class andmay. not submit a Proof of Claim form to participate in the settlement.

If one of your mutual funds purchased Deutsche Telekom ADSs during the Class Period, thatalone does not make you a Class Member. You are a Class Member only if you directlypurchased Deutsche Telekom ADSs during the Class Period . Contact your broker to see if youpurchased Deutsche Telekom ADSs during the Class Period .

If you sold Deutsche Telekom ADSs during the period from June 19, 2000 to and includingFebruary 21, 2001, that alone does not make you a Cl ass Member. You are a Class Memberonly if you purchased your Deutsche Telekom ADSs during the period from June 19, 2000 toand including February 21, 2001 .

7. What if I am still not sure if I am included?

If you are still not sure whether you are included, you can ask for free help. You can call 1-800-or visit www.gardencitygroup.com for more information. Or you can fi ll out

and return the claim form described on page [1, in question [10], to see if you qualify .

THE SETTLEMENT BENEFITS - WHAT YOU GE T

8. What does the settlement provide?

In exchange for the settlement and dismissal of the Action, Defendants have agreed to create a120 million fund, plus interest, to be divided, after deduction of Court-awarded attorneys' fee s

and costs and expenses, among all Class Members who send in valid Proof of Claim forms .

9. How much will my payment be?

Your share of the fund will depend on the total Recognized Claims represented by the validProof of Claim forms that Class Members send in, how many Deutsche Telekom ADSs youbought, and when you bought and whether or when you sold them .

By following the inst ructions on page [ I of this Notice, you can calculate what is cal led yourRecognized Claim. It is unlikely that you will get a payment for all of your Recognized Claim.After all Class Members have sent in their Proof of Claim forms, the payment you get will be a

8

part of the Net Settlement Fund equal to your Recognized Claim divided by the total ofeveryone's Recognized Claims . See the Plan of Allocation on page [_] for more informationon your Recognized Claim.

HOW YOU GET A PAYMENT - SUBMITTING A CLAIM FOR M

10. How can I get a payment?

To qualify for a payment, you must send in a Proof of Claim form . A Proof of Claim form isbeing circulated with this Notice. You may also get a Proof of Claim form on the Internet atwww.gardencitygroup.com. Read the instructions carefully, fill out the Proof of Claim form,include all the documents the form asks for, . sign it, and mail it postmarked no later than

,2005.

11 . When would I get my payment?

The Court will hold a hearing on , 2005, to decide whether to approve thesettlement. If the Court approves the settlement after that, there may be appeals . It is alwaysuncertain how those appeals will be resolved, and resolving them can take time, perhaps morethan a year. It also takes time for all the Proofs of Claim to be processed. Please be patient .

12. What am I giving up as a Class Member?

Upon the "Effective Date" (as defined below), you and all other Class Members will release all"Settled Claims" (as defined below) against the "Released Parties" (as defined below) .

"Settled Claims" means any and all claims, rights or causes of action or liabilities whatsoever,whether based on federal, state, local, statutory or common law or any other law, rule orregulation (whether foreign or domestic), including both known claims and Unknown Claims,accrued claims and not accrued claims, foreseen claims and unforeseen claims, matured claimsand not matured claims, class or individual in nature, that have been or could have been assertedfrom the beginning of time to the end of time in any forum by the Class Members or any of themagainst any of the Released Parties which arise out of or relate in any way to the allegations,transactions, facts, matters or occurrences, representations or omissions involved, set forth,referred to in this Action or that could have been asserted relating to the purchase, transfer oracquisition of ordinary shares of stock in the form of ADSs of Deutsche Telekom during theClass Period, except claims relating to the enforcement of the settlement of the Action .

"Released Parties" means any and all of the Defendants, their past or present subsidiaries,parents, successors and predecessors, and their respective officers, Management Board members,Supervisory Board members, directors, agents, employees, affiliates, attorneys, advisors,insurers, auditors, stockholders, heirs, executors, trusts, assigns, and underwriters (including theUnderwriters) .

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"Underwriters" means any and all persons or entities who participated in underwriting theOffering, who were underwriters of the Offering within the meaning of the federal securitieslaws and/or who were or are referred to or identified in either the Registration Statement or theProspectus as a Joint Global Coordinator, a Joint Global Bookrunner, an underwriter, or amember of the underwriting syndicate, and any or all of their past or present subsidiaries,parents, affiliates, successors and predecessors, officers, directors, agents, employees, attorneysand advisors .

The "Effective Date" will occur when an Order entered by the Court approving the settlementbecomes final and not subject to appeal .

NO FURTHER EXCLUSION FROM THE CLAS S

The Court previously certified this litigation to proceed as a class action on behalf of all personswho purchased ordinary shares of stock in the form of ADSs of Deutsche Telekom during theperiod from June 19, 2000 to and including February 21, 2001 . As described in the prior Noticeof Pendency and the prior summary notice, Class Members were previously provided theopportunity, until June 16, 2003, to elect either to exclude themselves from the Class for allpurposes or to remain as members of the Class and be bound by these proceedings . Thesettlement does not provide for any new right to be excluded from the Class with respect to thesettlement with the Defendants. If the settlement is approved, it will be binding on all ClassMembers.

The persons and entities who previously requested exclusion from the Class are excluded fromthe Class for purposes of this settlement . Class Members who did not request exclusion inresponse to the Notice of Pendency may not now request exclusion from the Class .

If you previously submitted a request for exclusion from the Class in accordance with the priorNotice of Pendency, then you may not submit a Proof of Claim form to participate in thesettlement herein .

13. Can I exclude myself from the Class now?

No. Pursuant to the prior Notice of Pendency, Class Members were allowed to request exclusionuntil June 16, 2003 . The settlement does not provide another opportunity to request exclusion.As described in question [17] below, Class Members may object to the settlement .

14. If I previously excluded myself, can I get money from the proposed settlement ?

No. If you previously excluded yourself, you cannot get money from the proposed settlement .Do not send in a claim form to ask for any money.

THE LAWYERS REPRESENTING YOU

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15. Do I have a lawyer in this case ?

The Court ordered that the law firms of Milberg Weiss Bershad & Schulman LLP and BernsteinLiebhard & Lifshitz, LLP will represent all Class Members . These lawyers are called Plaintiffs'Co-Lead Counsel . You will not be separately charged for these lawyers . If you want to berepresented by your own lawyer, you may hire one at your own expense .

16. How will the lawyers be paid?

Plaintiffs' Co-Lead Counsel are moving the Court for an award of attorneys' fees from theSettlement Fund in an amount not greater than percent of the Gross SettlementFund and for reimbursement of their expenses in an amount not greater than $plus interest on such fees and expenses at the same rate as earned by the Settlement Fund . Theaward of attorneys' fees shall be allocated among Plaintiffs' Counsel in a fashion which, in theopinion of Plaintiffs' Co-Lead Counsel, fairly compensates Plaintiffs' Counsel for theirrespective contributions in the prosecution of the Action. Plaintiffs' Co-Lead Counsel, withoutfurther notice to the Class, may subsequently apply to the Court for fees and expenses incurred inconnection with administering and distributing the settlement proceeds to the members of theClass and any proceedings subsequent to the Settlement Fairness Hearing .

Plaintiffs' Co-Lead Counsel are also moving the Courtto award a payment of up to $ tothe Class Representatives for the reasonable costs and expenses directly relating to theirrepresentation of the Class .

OBJECTING TO THE SETTLEMEN T

You can tell the Court that you do not agree with the settlement or some part of it, including thePlan of Allocation, and/or counsel's application for an award of attorneys' fees and expenses andthe Class Representatives' costs and expenses .

17. How do I tell the Court that I do not like the proposed settlement?

If you are a Class Member, you can object to the proposed settlement if you do not like any partof it . You can give reasons why you think the Court should not approve it . The Court willconsider your views . To object, you must send a signed letter saying that you object to theproposed settlement in the In re Deutsche Telekom AG Securities Litigation , Civil Action No.00-CV-9475 (SHS). You must include your name, address, telephone number , and yoursignature , identify the date(s), price(s), and number(s) of shares of all purch ases and sales of theDeutsche Telekom ADSs you made during the Class Period, and state the reasons why youobject to the proposed settlement . Your objection must be filed with the Court and served on all

the following counsel on or before , 2005:

11

COURT

Clerk of the CourtUnited States District Courtfor the Southern District o fNew York500 Pearl StreetNew York, NY 10007

PLAINTIFFS' CO-LEADCOUNSEL

Robert A. Wallner, Esq .Milberg Weiss Bershad &Schulman LLPOne Pennsylvania PlazaNew York, NY 10119-0165(212) 594-5300

Robert J . Berg, Esq.Bernstein Liebhard &Lifshitz, LLP10 East 40' Street , 22nd FloorNew York, NY 10016(212) 779-1414

DEFENDANTS' COUNSE L

Robert H. Baron, Esq .Cravath, Swaine & Moore LLPWorldwide Plaza825 Eighth AvenueNew York, NY 10019-7475(212) 474-1000

William G. McGuinness, Esq.Fried, Frank, Harris,Shriver & Jacobson . LLPOne New York Plaz aNew York, NY 10004-1980(212) 859-8000

THE COURT'S SETTLEMENT FAIRNESS HEARIN G

The Court will hold a hearing to decide whether to approve the proposed se ttlement . You mayattend and you may ask to speak, but you do not have to .

18. When and where will the Court decide whether to approve the proposed settlement?

The Court will hold a Settlement Fairness Hearing at in . on day,2005, at the United States District Court for the Southey n District of New

York, Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, NewYork 10007. At this hearing, the Court will consider whether the settlement is fair, reasonableand adequate ; whether to approve the settlement; and whether to approve the application ofPlaintiffs' Co-Lead Counsel's for an award of attorneys' fees and expenses and for costs andexpenses of the Class Representatives. If there are objections, the Court will consider them . TheCourt will listen to people who have asked to speak at the hearing . After the hearing, the Courtwill decide whether to approve the settlement and the application for fees, costs and expenses.We do not know how long these decisions will take.

You should be aware that the Court may change the date and time of the hearing . Thus, if youwant to come to the hearing , you should check with Plaintiffs ' Co-Lead Counsel before comingto be sure that the date and/or time has not changed .

19. Do I have to come to the hearing?

No. Plaintiffs' Co-Lead Counsel will answer questions the Court may have . But, you arewelcome to come at your own expense . If you send an objection, you do not have to come t o

12

Court to talk about it. As long as you mailed your written objection on time, the Court willconsider it . You may also hire your own lawyer to attend, but it is not necessary that you have alawyer attend . Class Members do not need to appear at the hearing or take any other action toindicate their approval .

20. May I speak at the hearing?

If you object to the settlement, you may ask the Court for permission to speak at the SettlementFairness Hearing. To do so, you must include with your objection (see question [17] above) astatement saying that it is your "Notice of Intention to Appear in the In re Deutsche Telekom AGSecurities Litigation ." You cannot speak at the hearing if you previously excluded yourself .Persons who- intend to object to the settlement, the Plan of Allocation, and/or counsel'sapplication for an award of attorneys' fees and expenses and costs and expenses for the ClassRepresentatives and desire to present evidence at the Settlement Fairness Hearing must includein their written objections the identity of any witnesses they may call to testify and exhibits theyintend to introduce into evidence at the Settlement Fairness Hearing .

IF YOU DO NOTHING

21 . What happens if I do nothing at all?

If you do nothing, you will get no money from this settlement . You must submit a Proof ofClaim form in order to share in the Net Settlement Fund .

The Order and Final Judgment approving the Settlement will dismiss the Action and settle allClass Members' Settled Claims as against all Released Parties . Whether or not they submit aProof of Claim form, all Class Members will be barred and enjoined from starting a lawsuit,continuing with a lawsuit, or being part of any other lawsuit against Deutsche Telekom and theother Released Parties about the Settled Claims in this case, ever again .

GETTING MORE INFORMATION

22 . Are there more details about the proposed se ttlement?

This notice summarizes the proposed sett lement. More details are in a Stipulation andAgreement of Settlement dated January 28, 2005 (the "Stipulation") . You can get a copy of theStipulation by writing to Robert A. Waliner, Esq., Milberg Weiss Bershad & Schulman LLP,One Pennsylvania Plaza, New York, New York 10119-0165 or to Robert J . Berg, Esq.,Bernstein Liebhard & Lifshitz, LLP, 10 East 40th Street, 22'' Floor, New York, New York10016, or by visiting www.gardencitygroup.com.

You also can call the Claims Administrator toll free at 1-800- - _ ; write to In reDeutsche Telekom AG Securities Litigation, c/o The Garden City Group, Inc ., Claims

13

J ;> J J

Administrator, Post Office Box , Merrick, New York 11566-9000 ; or visit the website

at wwwgardencitygroup.com, where you will find answers to common questions about thesettlement, a claim form, plus other information to help you determine whether you are a ClassMember and whether you are eligible for a payment .

23 . How do I get more information?

For even more detailed information concerning the matters involved in this Action, reference ismade to the pleadings, to the Stipulation, to the Orders entered by the Court and to the otherpapers filed in the Action, which maybe inspected at the Office of the Clerk of the United StatesDistrict Court for the Southern District of New York, Daniel Patrick Moynihan United StatesCourthouse, 500 Pearl Street, New York, New York 10007, during regular business hours .

PLAN OF ALLOCATION OF NET SETTLEMENT FUND AMONG CLASS MEMBERS

The $120 million Cash Settlement Amount and the interest earned thereon shall be the Gross

Settlement Fund. The Gross Settlement Fund, less all taxes, approved costs, fees and expenses(the "Net Settlement Fund") shall be distributed to members of the Class who submit acceptableProofs of Claim ("Authorized Claimants") .

The Claims Administrator shall determine each Authorized Claimant's pro rata share of the NetSettlement Fund based upon each Authorized Claimant's "Recognized Claim ." The RecognizedClaim formula is not intended to be an estimate of the amount of what a Class Member mighthave been able to recover after a trial ; nor is it an estimate of the amount that will be paid toAuthorized Claimants pursuant to the settlement . The Recognized Claim formula is the basisupon which the Net Settlement Fund will be proportionately allocated to the AuthorizedClaimants .

The following Plan of Allocation reflects Plaintiffs' allegations that the prices of DeutscheTelekom ADSs were artificially inflated during the Class Period by reason of Defendants'allegedly misleading statements and omissions . The amount of the alleged artificial inflationchanged as different disclosures were made until February 21, 2001, after which plaintiffs allegethe true facts were fully revealed and the alleged inflation eliminated . Plaintiffs' damagesconsultant concluded that during the Class Period the prices of Deutsche Telekom ADSs wereinflated artificially by the amounts shown on "Plaintiffs' Contention Of The Estimated InflationPer ADS," a copy of which is set forth below as Appendix A .

For each Deutsche Telekom ADS purchased on the open market during the Class Period whichan Authorized Claimant continued to hold as of the close of trading on February 21, 2001 (theend of the Class Period), the Recognized Claim shall be equal to the lesser of (x) "Plaintiffs'Contention Of The Estimated Inflation Per ADS" on the date of purchase of the DeutscheTelekom ADS (as shown on Appendix A set forth below), or (y) the difference, if a positivenumber, between the Purchase Price Paid for such ADSs, including commissions and othercharges, minus the greater of (i) $24 .23 per ADS (the average closing price of DeutscheTelekom ADSs for the 90 day period following the end of the Class Period), or (ii) if sold duringthe period February 22, 2001 through May 22, 2001, the sales proceeds received (net of

commissions, etc.). NOTE : If the difference found in (y) above is a negative number, the ADS s

14

were purchased for less than they were worth at the end of the Class Period and the claimantshall have no Recognized Claim with respect to such ADSs .

For each Deutsche Telekom ADS purchased on the open market during the Class Period whichan Authorized Claimant sold at a loss prior to the close of trading on February 21, 2001, theRecognized Claim shall be equal to the lesser of (x) the difference, if .positive, between the"Plaintiffs' Contention Of The Estimated Inflation Per ADS" on the date of : purchase of theDeutsche Telekom ADS during the Class Period, minus the "Plaintiffs' Contention Of TheEstimated Inflation Per ADS" on the date of sale of the Deutsche Telekom ADS, or (y) thedifference, if positive, between the Purchase Price Paid for such ADSs, including commissionsand other charges, minus the proceeds received on sale (net of commissions, etc .) . NOTE: if thedifference found in (x) or (y) above is a negative number (a gain in value or inflation), theclaimant shall have no Recognized Claim with respect to such ADSs .

In the event a Class Member has more than one purchase or sale of Deutsche Telekom ADS, allpurchases and sales shall be matched on a First In First Out ("FIFO") basis, Class Period sales,will be matched first against any Deutsche Telekom ADSs held at the beginning of the ClassPeriod and then against purchases in chronological order . A purchase or sale of DeutscheTelekom ADSs shall be deemed to have occurred on the "contract" or "trade" date as opposed tothe "settlement" or "payment" date . The receipt or grant by gift, devise or operation of law ofDeutsche Telekom ADSs during the Class Period shall not be deemed a purchase or sale ofDeutsche Telekom ADSs for the calculation of an Authorized Claimant's Recognized Claim norshall it be deemed an assignment of any claim relating to the purchase of such ADSs unlessspecifically provided in the instrument of gift or assignment . The receipt of Deutsche TelekomADSs during the Class Period in exchange for securities of any other corporation or entity shallnot be deemed a purchase or sale of Deutsche Telekom ADSs .

To the extent a Claimant had a gain from his, her or its overall transactions in Deutsche TelekomADSs during the Class Period, the value of the Recognized Claim will be zero . To the extentthat a Claimant suffered a loss on his, her or its overall transactions in Deutsche Telekom ADSsduring the Class Period, but that loss was less than the Recognized Claim calculated above, thenthe Recognized Claim shall be limited to the amount of the actual loss .

For purposes of determining whether a Claimant had a gain from his, her or its overalltransactions in Deutsche Telekom ADSs during the Class Period or suffered a loss, the ClaimsAdministrator shall : (i) total the amount paid (including commissions and other charges) for allDeutsche Telekom ADSs purchased during the Class Period by the claimant (the "Total PurchaseAmount"); (ii) match any sales of Deutsche Telekom ADSs during . the Class Period first againstthe Claimant's opening position in the ADSs (the proceeds of those sales will not be consideredfor purposes of calculating gains or losses) ; (iii) total the amount received (net of commissions,etc.) for sales of the remaining Deutsche Telekom ADSs sold during the Class Period (the "SalesProceeds") ; and (iv) assign a $22.451 per ADS holding value for the number of DeutscheTelekom ADSs purchased during the Class Period and still held at the end of the Class Period("Holding Value") . The difference between (x) the Total Purchase Amount ((i) above) and (y)the sum of the Sales Proceeds ((iii) above) and the Holding Value ((iv) above) will be deemed a

t At the close of trading on the last day of the Class Period, February 21, 2001 , the closingprice of Deutsche Telekom ADSs was $22 .45 .

15

Claimant's gain or loss on his, her or its overall transactions. in Deutsche Telekom ADSs duringthe Class Period .

Each Authorized Claimant shall be allocated a pro rata share of the Net Settlement Fund basedon his, her or its Recognized Claim compared to the Total Recognized Claims of all Authorized .Claimants . Thepro rata shares shall be determined by multiplying each Authorized Claimant's"Recognized Claim" by a fraction, the numerator of which shall be the Net Settlement Fund andthe denominator of which shall be the Total Recognized Claims of all Authorized Claimants .

,Class Members who do not submit acceptable Proofs of Claim will not share in the settlementproceeds . Class Members who do not submit acceptable Proofs of Claim will nevertheless bebound by the settlement and the Order and Final Judgment of the Court dismissing this Action .

Distributions will be made to Authorized Claimants after all claims have been processed andafter the Court has finally approved the settlement . If any funds remain in the Net SettlementFund by reason of un-cashed checks or otherwise, then, after the Claims Administrator has madereasonable and diligent efforts to have Authorized Claimants cash their distributions, any balanceremaining in the Net Settlement Fund one (1) year after the initial distribution of such funds shallbe re-distributed to Authorized Claimants who have cashed their initial distributions and whowould receive, based on their Recognized Claim, a pro rata share of at least $10 .00 from such re-distribution, after payment of any unpaid costs or fees incurred in . administering the NetSettlement Fund for such re-distribution. If after six months after such re-distribution any fundsshall remain in the Net Settlement Fund, then such balance shall be contributed to non-sectarian,not-for-profit, 501(c)(3) organization(s) designated by Plaintiffs' Co-Lead Counsel .

Plaintiffs, Defendants, their respective counsel, and all other Released Parties shall have noresponsibility for or liability whatsoever for the investment or distribution of the SettlementFund, the Net Settlement Fund, the Plan of Allocation or the determination, administration,calculation, or payment of any Proof of Claim or non-performance of the Claims Administrator,the payment or withholding of taxes owed by the Settlement Fund or any losses incurred inconnection therewith.

SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEE S

If you purchased ordinary shares of stock in the form of American Depository Shares ("ADSs")of Deutsche Telekom AG ("Deutsche Telekom") during the period from June 19, 2000 to andincluding February 21, 2001 (the "Class Period") for the beneficial interest of a person ororganization other than yourself, the Court has directed that, WITHIN SEVEN (7) DAYS OFYOUR RECEIPT OF THIS NOTICE, you either (a) provide to the Claims Administrator thename and last known address of each person or organization for whom or which you purchasedsuch stock during such time period or (b) request additional copies of this Notice and the Proofof Claim form, which will be provided to you free of charge, and within seven (7) days mail theNotice and Proof of Claim form directly to the beneficial owners of the securities referred toherein. If you choose to follow alternative procedure (b), the Court has directed that, upon suchmailing, you send a statement to the Claims Administrator confirming that the mailing was madeas directed. You are entitled to reimbursement from the Settlement Fund of your reasonableexpenses actually incurred in connection with the foregoing, including reimbursement of postageexpense and the cost of ascertaining the names and addresses of beneficial owners . Those

16

expenses will be paid upon request and submission of appropriate supporting documentation .All communications concerning the foregoing should be addressed to the Claims Administrator :

In re Deutsche Telekom AG Securities Litigationc/o The Garden City Group, Inc .

Claims AdministratorP.O. Box

Merrick, New York 11566-9000(800) _ -

Dated: New York, New York, 2005

By Order of the CourtCLERK OF THE COURT

17

APPENDIX A

Plaintiffs' Contention of the Artificial Inflation per ADS (in .U.S. dollars) during theClass Perio d

Date Inflation Date Inflation Date Inflation

.6/19/2000 14.2274 8/29/2000 1 .5365 11/8/2000 1 .34566/20/2000 14.1138 8/30/2000 1 .4936 11/9/2000 1 .33136/21/2000 13.7730 8/31/2000 1 .4864 11/10/2000 1 .25746/22/2000 13 .5743 9/1/2000 1 .5866 11/13/2000 1 .26936/23/2000 13 .4891 9/5/2000 1 .5795 11/14/2000 1 .379 16/26/2000 13 .5317 9/6/2000 1 .5341 11/15/2000 1 .33376/27/2000 13 .5743 9/7/2000 1 .5246 11/16/2000 1 .29326/28/2000 13 .6168 9/8/2000 1 .4697 11/17/2000 1 .26456/29/2000 12.3957 9/11/2000 1 .3910 11/20/2000 1 .21686/30/2000 12.8927 9/12/2000 1 .4029 11/21/2000 1 .25267/3/2000 12.6797 9/13/2000 1 .4029 11/22/2000 1.19537/5/2000 12.2679 9/14/2000 1 .4244 11/24/2000 1.28607/6/2000 12.6797 9/15/2000 1 .4125 11/27/2000 1 .29327/7/2000 13.0915 9/18/2000 1 .3600 11/28/2000 1 .24077/10/2000 13.2619 9/19/2000 1 .3838 11/29/2000 1 .25267/11/2000 12.1709 9/20/2000 1 .2955 11/30/2000 1 .23357/12/2000 10.2111 9/21/2000 1 .2836 12/1/2000 1 .20257/13/2000 10.1878 9/22/2000 1 .2979 12/4/2000 1 .22167/14/2000 10.3510 9/25/2000 1 .3051 12/5/2000 1 .26937/17/2000 10.4559 9/26/2000 1 .2741 12/6/2000 1 .25507/18/2000 10.3976 9/27/2000 1 .3456 12/7/2000 1 .24547/19/2000 9.5954 9/28/2000 1 .3528 12/8/2000 1 .22647/20/2000 7.0262 9/29/2000 1 .3075 12/11/2000 1 .31707/21/2000 6.8490 10/2/2000 1 .3218 12/12/2000 1.32667/24/2000 1 .7011 10/3/2000 1 .3146 12/13/2000 1 .28127/25/2000 1 .8037 10/4/2000 1 .3504 12/14/2000 1 .29087/26/2000 1 .8300 10/5/2000 1 .3289 12/15/2000 1 .24547/27/2000 1 .7369 10/6/2000 1 .2502 12/18/2000 1 .200 17/28/2000 1 .6272 10/9/2000 1 .2598 12/19/2000 1 .20977/31/2000 1 .6606 10/10/2000 1 .2240 12/20/2000 1 .17628/1/2000 1 .6391 10/11/2000 1 .1906 12/2112000 1 .15248/2/2000 1 .5819 10/12/2000 1 .1595 12/22/2000 1 .15728/3/2000 1.5795 10/13/2000 1 .2407 12126/2000 1 .169 18/4/2000 1 .5842 10/16/2000 1 .2311 12/27/2000 1 .13578/7/2000 1 .6033 10/17/2000 1 .2240 12/28/2000 1 .11668/8/2000 1 .5532 10/18/2000 1 .1906 12/29/2000 1 .11668/9/2000 1 .5819 10/19/2000 1 .2526 1/2/2001 1 .126 18/10/2000 1 .6797 10/20/2000 1 .2431 1/3/2001 1 .22878/11/2000 1 .6725 10/23/2000 1 .2812 1/4/2001 1 .23598/14/2000 1 .7155 10/24/2000 1 .3409 1/5/2001 1 .24078/15/2000 1 .6916 10/25/2000 1 .3003 1/8/2001 1 .24078/16/2000 1 .6272 10/26/2000 1 .3623 1/9/2001 1 .20258/17/2000 1 .6558 10/27/2000 1 .4387 1/10/2001 1 .23358/18/2000 1 .5914 10/30/2000 1 .4220 1/11/2001 1 .2812

8/21/2000 1 .4936 10/31/2000 1.4578 1/12/2001 1 .336 18/22/2000 1 .4292 11/1/2000 1 .3838 1/16/2001 1 .31948/23/2000 1 .4602 11/2/2000 1 .3719 1/17/2001 1 .34338/24/2000 1 .5007 11/3/2000 1 .3576 1/18/2001 1 .39588/25/2000 1 .5389 11/6/2000 1 .3433 1/19/2001 1 .38628/28/2000 1 .5317 11/7/2000 1 .3719 1/22/2001 1 .2979

18

1/23/2001 1 .34561/24/2001 1 .25981/25/2001 1 .20491/26/2001 1 .24781/29/2001 1 .265 11/30/2001 1 .27921/31/2001 1 .27272/1/2001 1 .26932/2/2001 1 .20972/5/2001 1 .21972/6/2001 1 .21202/7/2001 1.17272/8/2001 1 .152 12/9/2001 1 .09832/12/2001 1.14752/13/2001 1 .04642/14/2001 1.02082/15/2001 0.97762/16/2001 0 .94142/20/2001 0.91662/21/2001 0.0300

19

EXHIBIT 2

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

IN RE: DEUTSCHE TELEKOM AG : Civil Action No . 00-CV-9475 (SHS)

SECURITIES LITIGATION

PROOF OF CLAIM

DEADLINE FOR SUBMISSION: , 2005.

IF YOU PURCHASED ORDINARY SHARES OF STOCK IN THE FORM OF THEAMERICAN DEPOSITARY SHARES OF DEUTSCHE TELEKOM AG ("DEUTSCHETELEKOM") DURING THE PERIOD FROM JUNE 19, 2000 TO AND INCLUDINGFEBRUARY 21, 2001 (THE "CLASS PERIOD"), YOU ARE A "CLASS MEMBER"AND YOU MAY BE ENTITLED TO SHARE IN THE SETTLEMENT PROCEEDS .(EXCLUDED FROM THE CLASS ARE THE DEFENDANTS AND THEUNDERWRITERS OF THE OFFERING AND ALL OFFICERS, AFFILIATES ANDIMMEDIATE FAMILY MEMBERS OF SUCH ENTITIES, INCLUDING THEIRHEIRS, LEGAL REPRESENTATIVES, SUCCESSORS, PREDECESSORS ININTEREST AND ASSIGNS .)

IF YOU ARE A CLASS MEMBER, YOU MUST COMPLETE AND SUBMIT THISFORM IN ORDER TO BE ELIGIBLE FOR ANY SETTLEMENT BENEFITS .

YOU MUST COMPLETE AND SIGN THIS PROOF OF CLAIM AND MAIL IT BYFIRST CLASS MAIL, POSTMARKED NO LATER THAN , 2005TO THE FOLLOWING ADDRESS :

IN RE DEUTSCHE TELEKOM AG SECURITIES LITIGATIONC/O THE GARDEN CITY GROUP, INC.

CLAIMS ADMINISTRATORPOST OFFICE BOX

MERRICK, NEW YORK 11566-900 0

YOUR FAILURE TO SUBMIT YOUR CLAIM BY , 2005 WILLSUBJECT YOUR CLAIM TO REJECTION AND PRECLUDE YOUR RECEIVINGANY MONEY IN CONNECTION WITH THE SETTLEMENT OF THI SLITIGATION. DO NOT MAIL OR DELIVER YOUR CLAIM TO THE COURT ORTO ANY OF THE PARTIES OR THEIR COUNSEL AS ANY SUCH CLAIM WILLBE DEEMED NOT TO HAVE BEEN SUBMITTED. SUBMIT YOUR CLAIM ONLYTO THE CLAIMS ADMINISTRATOR .

I purchased ordinary shares of stock in the form of American Depository Share s

("ADSs") of Deutsche Telekom AG ("Deutsche Telekom") during the period from June 19, 2000

through and including February 21, 2001 (the "Class Period") . (Do not submit this Proof of

Claim if you did not purchase Deutsche Telekom ADSs during this period) .

2. By submitting this Proof of Claim, I state that I believe in good faith that I am a

Class Member as defined above and in the Notice of Proposed Settlement of Class Action ,

Motion for Attorneys' Fees and Settlement Fairness Hearing (the "Se ttlement Notice "), or am

acting for such person; that I am not a Defendant in the Action or anyone excluded from th e

Class; that I have read and understand the Settlement Notice; that I believe that I am entitled to

receive a share of the Net Settlement Fund; that I elect to participate in the proposed Settlement

described in the Settlement Notice ; and that I have not previously filed a request for exclusion .

(If you are acting in a representative capacity on behalf of a Class Member (e .g., as an executor ,

administrator, trustee, or other representative), you must submit evidence of your current

authority to act on behalf of that Class Member . Such evidence would include, for example ,

letters testamentary, letters of administration, or a copy of the trust documents . )

3 . I have set forth where requested below all relevant information with respect to

each purchase of Deutsche Telekom ADSs during the Class Period, and each sale, if any, of suc h

securities. I agree to furnish additional information (including transactions in other Deutsch e

Telekom securities) to the Claims Administrator to support this claim if requested to do so .

4. I have enclosed photocopies of the stockbroker's confirmation slips, stockbroker' s

statements, relevant portions of my tax returns or other documents evidencing each purchase ,

sale or retention of Deutsche Telekom ADSs listed below in suppo rt of my claim. (IF ANY

SUCH DOCUMENTS ARE NOT IN YOUR POSSESSION, PLEASE OBTAIN A COPY OR

2

EQUIVALENT DOCUMENTS FROM YOUR BROKER OR TAX ADVISOR BECAUS E

THESE DOCUMENTS ARE NECESSARY TO PROVE AND PROCESS YOUR CLA IM . )

5 . I understand that the information contained in this Proof of Claim is subject t o

such verification as the Claims Administrator may request or as the Court may direct, and I agre e

to cooperate in any such verification. (The information requested herein is designed to provide

the minimum amount of information necessary to process most simple claims . The Claims

Administrator may request additional information as required to efficiently and reliably calculat e

your Recognized Claim . In some cases the Claims Administrator may condition acceptance o f

the claim based upon the production of additional information, including, where applicable ,

information concerning transactions in any derivatives of the subject securities such as options .)

6. Upon the occurrence of the Effective Date, all "Settled Claims" against each of

the "Released Parties" (as those terms are defined in the Settlement Notice) shall be released .

7. NOTICE REGARDING ELECTRONIC FILES : Certain claimants with large

numbers of transactions may request, or may be requested, to submit information regarding thei r

transactions in electronic files . All Claim an ts MUST submit a manually signed paper Proof of

Claim form listing all their transactions whether or not they also submit electronic copies . If you

wish to file your claim electronically, you must contact the Claims Administrator at 1-(800) -

or visit its website at www.gardencitygroup.com to obtain the required file layout . No

electronic files will be considered to have been properly submitted unless the Claim s

Administrator issues to the Claimant a written acknowledgment of receipt and acceptance of

electronically submitted data.

3

J

8. Statement of Claim

Name(s) of Beneficial Owner(s) :

Name

Joint Owner's Name (if any)

Address of Beneficial Owner(s) :

Street No .

City State

( )Telephone No . (Day)

Zip Code

( )Telephone No. (Night)

Taxpayer I.D. No. or Social Security No .

Check one :

Individual CorporationJoint Owners IRAEstate _ Other . (specify)

9. At the close of business on June 18, 2000, I owned Deutsche

Telekom ADSs .

10. I made the following purchases of Deutsche Telekom ADSs during the period

from June 19, 2000 to and including February 21, 2001 . (Persons who received Deutsche

Telekom ADSs during the Class Period other than by purchase are not eligible to submit claims

for those transactions .) :

4

Date(s) of Purchase Number of ADSs(List PurchasedChronologically)(Month/Day/Year)

/ /

/ /

/ /

/ /

/ /

Purchase P rice PerADS

Aggregate Cost(includingcommissions, taxes,and fees)

11 . I made the following sales of Deutsche Telekom ADSs during the period from

June 19, 2000 to and including February 21, 2001 :

Date (s) of Sale(ListChronologically)(Month /Day/Year)

/ /

/ /

/ /

/ /

Number of ADSs Sold Sale Price Per ADS Amount Received(net of commissions,taxes, and fees)

12. At the close of business on February 21, 2001 , I still owned

Deutsche Telekom ADSs.

IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS PHOTOCOPY THIS PAGE

13 . Substitute Form W-9

Request for Taxpayer Identification Number:

Enter taxpayer identification number below for the Beneficial Owner( s) . For most

individuals, this is your Social Security Number . The Internal Revenue Service ("I .R.S.")

5

requires such taxpayer identification number . If you fail to provide this information, your clai m

may be rejected.

Social Security Number (for individuals) o r

Taxpayer Identification Number(for estates, trusts, corporations, etc. )

14. Certification

I (We) certify that I am (we are) NOT subject to backup withholding under the provision s

of Section 3406 (a)(1)(c) of the Internal Revenue Code because : (a) I am (We are) exempt from

backup withholding, or (b) I (We) have not been notified by the I .R.S. that I am (we are) subject

to backup withholding as a result of a failure to report all interest or dividends, or (c) the I .R.S .

has notified me (us) that I am (we are) no longer subject to backup withholding.

NOTE : If you have been notified by the I .R.S. that you are subject to backup withholding, pleas e

strike out the language that you are not subject to backup withholding in the certification above .

UNDER THE PENALTIES OF PERJURY, I (WE) CERTIFY THAT ALL OF TH E

INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE .

Signature of Claimant (If this claim is beingmade on behalf of Joint Claimants, theneach must sign)

(Signature)

(Signature)

(Capacity of person(s) signing, e.g.beneficial purchaser(s), executor,

administrator, trustee, etc . )

Date :

6

THIS PROOF OF CLAIM MUST BE SUBMITTED NO LATER THAN

2005, AND MUST BE MAILED TO :

In re Deutsche Telekom AG Securities Litigationc/o The Garden City Group, Inc .

Claims AdministratorPost Office Box

Merrick, New York 11566-900 0

A Proof of Claim received by the Claims Administrator shall be deemed to have bee n

submitted when posted, if mailed by , 2005, and if a postmark is indicated on

the envelope and it is mailed first class, and addressed in accordance with the above instructions .

In all other cases, a Proof of Claim shall be deemed to have been submitted when actuall y

received by the Claims Administrator.

You should be aware that it will take a significant amount of time to process fully all of

the Proofs of Claim and to administer the Settlement . This work will be completed as promptl y

as time permits, given the need to investigate and tabulate each Proof of Claim . Please notify th e

Claims Administrator of any change of address .

REMINDER CHECKLIST

1 . ❑ Please be sure to sign this Proof of Claim on page [1. If this Proof of Claim issubmitted on behalf of joint claimants , then both claimants must sign.

2 . ❑ Please remember to attach supporting documents. Do NOT send any stockcertificates . Keep copies of everything you submit.

3. ❑ Do NOT use highlighter on the Proof of Claim or any supporting documents .

4 . ❑ If you move after submitting this Proof of Claim, please notify the ClaimsAdministrator of the change in your address .

NOTE : RECEIPT ACKNOWLEDGMENT NEEDED

7

The Claims Administrator will send a written confirmation of its receipt of your Proof of Claim .

Do not assume your claim is submitted until you receive written confirmation of its receipt .

Your claim is not deemed fully filed until the Claims Administrator sends you written

confirmation of its receipt of your Proof of Claim . If you do not receive an acknowledgement

postcard within thirty (30) days of your mailing the Proof of Claim, then please call the Claim s

Administrator toll free at (800)

8

EXHIBIT 3

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

IN RE: DEUTSCHE TELEKOM AGSECURITIES LITIGATION

xCivil Action No. 00-CV-9475 (SHS)

SUMMARY NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTIONAND SETTLEMENT HEARING

TO: ALL PERSONS WHO PURCHASED ORDINARY SHARES OF STOCK IN THEFORM OF THE AMERICAN DEPOSITARY SHARES OF DEUTSCHE TELEKOMAG DURING THE PERIOD FROM JUNE 19, 2000 TO AND INCLUDINGFEBRUARY 21, 2001 (THE "CLASS") .

YOU ARE HEREBY NOTIFIED , pursuant to Rule 23 of the Federal Rules of Civil

Procedure and an Order of the Court, that a settlement for $120,000,000 has been proposed in the

above-captioned certified class action. A hearing will be held before the Honorable Sidney H .

Stein in the Daniel Patrick Moynihan United States Courthouse, 500 Pearl . Street, New York,

New York 10007, at _ _.m., on , 2005 to determine whether th e

proposed settlement should be approved by the Court as fair, reasonable, and adequate, and to

consider the application of Plaintiffs' Counsel for attorneys' fees and reimbursement o f

expenses .

IF YOU ARE A MEMBER OF THE CLASS DESCRIBED ABOVE, YOUR RIGHTS

WILL BE AFFECTED AND YOU MAY BE ENTITLED TO SHARE IN THE SETTLEMEN T

FUND. If you have not yet received the full printed Notice of Proposed Se tt lement of Class

Action, Motion for Attorneys' Fees and Settlement Fairness Hearing and a Proof of Claim form ,

you may obtain copies of these documents by contacting the Claims Administrator :

In re Deutsche Telekom AG Secu rities Litigationc/o The Garden City Group, Inc.

Post Office Box 9000 #6099Merrick, New York 11566-9000

(800)www.gardencitygroup.com

Inquiries, other than requests for the forms of Notice and Proof of Claim, may be made t o

Plaintiffs' Co-Lead Counsel:

Robert A. Wallner, Esq .MILBERG WEISS BERSHAD& SCHULMAN LLPOne Pennsylvania PlazaNew York, NY 10119-0165(212) 594-5300

Robert J. Berg, Esq.BERNSTEIN LIEBHARD & LIFSHITZ, LLP10 East 40th Street, 22nd FloorNew York, NY 10016(212) 779-141 4

To participate in the Settlement, you must submit a Proof of Claim no later tha n

2005 . If you are a Class Member and do not submit a proper Proof of Claim ,

you will not share in the Settlement but you nevertheless will be bound by the Order and Fina l

Judgment of the Court. Any objections to the Settlement must be filed with the Court and serve d

upon counsel no later than , 2005 .

Further information may be obtained by contacting the Claims Administrator .

By Order of The Court

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EXHIBIT B

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

IN RE: DEUTSCHE TELEKOM AGSECURITIES LITIGATION

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Civil Action No. 00-CV-9475 (SHS)

ORDER AND FINAL JUDGMENT

On the day of 2005, a hearing having been held before this

Court to determine : (1) whether the terms and conditions of the Stipulation and Agreement of

Settlement dated January 28, 2005 (the "Stipulation"), including the release of the Defendants

and the Released Parties, are fair, reasonable and adequate for the settlement of all claims

asserted by the Class against the Defendants in the Complaint now pending in this Court under

the above caption and should be approved ; (2) whether judgment should be entered dismissing

the Complaint on the merits and with prejudice in favor of the Defendants and as against all

persons or entities who are members of the Class herein ; (3) whether to approve the Plan of

Allocation as a fair and reasonable method to allocate the settlement proceeds among the

members of the Class ; and (4) whether and in what amount to award Plaintiffs' Counsel fees and

reimbursement of expenses . The Court having considered all matters submitted to it at the

hearing and otherwise; and it appearing that a notice of the settlement and hearing substantially

in the form approved by the Court was mailed to all persons or entities reasonably identifiable,

who purchased ordinary shares of stock in the form of American Depository Shares of Deutsche

Telekom AG during the period from June 19, 2000 to and including February 21, 2001 (the

"Class-Period"), as shown by the records of Deutsche Telekom's transfer agent and the records

compiled by the Claims Administrator in connection with its previous mailing of a Notice of

Pendency of Class Action, at the respective addresses set forth in such records, except those

persons or entities excluded from the definition of the Class or who previously excluded

themselves from the Class, and that a summary notice of the hearing substantially in the form

approved by the Court was published in the national editions ofThe Wall Street Journal and The

New York Times pursuant to the specifications of the Court; and the Court having considered

and determined the fairness and reasonableness of the award of attorneys' fees and expenses

requested ; and all capitalized terms used herein having the meanings as set forth and defined in

the Stipulation.

NOW, THEREFORE, IT IS HEREBY ORDERED THAT :

1 . The Court has jurisdiction over the subject matter of the Action, the Lead

Plaintiffs, all Class Members, and the Defendants .

2 . The Court, having previously found that this Action meets the requirements o f

Rule 23(a) and 23(b)(3) of the Federal Rules of Civil Procedure for certification as a class action,

and having previously directed notice of the pendency of this Action as a class action be given to

the members of the Class and such notice having been given, now finds again and finall y

confirms that the prerequisites for class action under Federal Rules of Civil Procedure 23 (a) and

(b)(3) have been satisfied in that : (a) the number of Class Members is so numerous that joinde r

of all members thereof is impracticable ; (b) there are questions of law and fact common to the

Class; (c) the claims of the Class Representatives are typical of the claims of the Class they see k

to represent ; (d) the Class Representatives have and will fairly and adequately represent the

interests of the Class ; (e) the questions of law and fact common to the members of the Class

predominate over any questions affecting only individual members of the Class ; and (f) a class

action is superior to other available methods for the fair and efficient adjudication of the

controversy .

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3 . Pursuant to Rule 23 of the Federal Rules of Civil Procedure this Court hereby

finally certifies this action as a class action on behalf of all persons who purchased ordinar y

shares of stock in the form of American Depository Shares ("ADSs") of Deutsche Telekom AG

("Deutsche Telekom") during the period from June 19, 2000 to and including February 21, 2001 .

Excluded from the Class are the defendants and the underwriters of the Offering and all officers ,

affiliates and immediate family members of such entities, including their heirs, legal

representatives, successors, predecessors in interest and assigns . Also excluded from the Class

are the persons and/or entities who previously excluded themselves from the Class by filing a

request for exclusion in response to the Notice of Pendency, as listed on Exhibit 1 annexe d

hereto .

4. Notice of the proposed Settlement of this Action was given to all Class Members

who could be identified with reasonable effort . The form and method of notifying the Class o f

the settlement of the action as a class action and of the terms and conditions of the propose d

Settlement met the requirements of Rule 23 of the Federal Rules of Civil Procedure , Section

21D(a)(7) of the Securities Exchange Act of 1934, 15 U .S.C. 78u-4(a)(7) as amended by the

Private Securities Litigation Reform Act of 1995, due process, and any other applicable law ,

constituted the best notice practicable under the circumstances, and constituted due and sufficien t

notice to all persons and entities entitled thereto .

5. The Settlement is approved as fair, re asonable and adequate , and the Clas s

`Members and the parties are directed to consummate the Settlement in accordance with the term s

and provisions of the Stipulation .

6. The Complaint is hereby dismissed with prejudice and without costs, except as

provided in the Stipulation, as against the Defendants .

7. Members of the Class and the successors and assigns of any of them, are hereby

permanently barred and enjoined from instituting, commencing or prosecuting any and all

claims, rights or causes of action or liabilities whatsoever, whether based on federal, state, local,

statutory or common law or any other law, rule or regulation (whether foreign or domestic),

including both known claims and Unknown Claims, accrued claims and not accrued claims,

foreseen claims and unforeseen claims, matured claims and not matured claims, class or

individual in nature, that have been or could have been asserted from the beginning of time to the

end of time in any forum by the Class Members or any of them against any of the Released

Parties which arise out of or relate in any way to the allegations, transactions, facts, matters or

occurrences, representations or omissions involved, set forth, referred to in this Action or that

could have been asserted relating to the purchase, transfer or acquisition of ordinary shares of

stock in the form of American Depository Shares ("ADSs") of Deutsche Telekom A G

("Deutsche Telekom") during the Class Period, except claims relating to the enforcement of the

settlement of the Action (the "Settled Claims") against any and all of the Defendants, their past

or present subsidiaries, parents, successors and predecessors, and their respective officers ,

Management Board members, Supervisory Board members, directors, agents, employees,

affiliates, attorneys, advisors, insurers, auditors, stockholders, heirs, executors, trusts, assigns,

and underwriters (including the Underwriters) (the "Released Parties") . The Settled Claims are

hereby compromised, settled, released, discharged and dismissed as against the Released Parties

on the merits and with prejudice by virtue of the proceedings herein and this Order and Final

Judgment .

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8. The Defendants and the successors and assigns of any of them, are hereby

permanently barred and enjoined from instituting, commencing or prosecuting any and all

claims, rights or causes of action or liabilities whatsoever, whether based on federal, state, local ,

statutory or common law or any other law, rule or regulation, including both known claims and

Unknown Claims, that have been or could have been asserted in the Action or any forum by the

Defendants, the Underwriters or any of them or the successors and assigns of any of them against

any of the Lead Plaintiffs, Class Members or their attorneys, which arise out of or relate in any

way to the institution, prosecution, or settlement of the Action (except for claims to enforce the

Settlement) (the "Settled Defendants' Claims") . The Settled Defendants' Claims of all the

Released Parties are hereby compromised, settled, released, discharged and dismissed on the

merits and with prejudice by virtue of the proceedings herein and this Order and Final Judgment .

9. Neither this Order and Final Judgment, the Stipulation, nor any of its terms and

provisions, nor any of the negotiations or proceedings connected with it, nor any of the

documents or statements referred to therein shall be :

(a) offered or received against the Defendants as evidence of or construed as

or deemed to be evidence of any presumption, concession, or admission by any of the

Defendants with respect to the truth of any fact alleged by any of the plaintiffs or the validity of

any claim that has been or could have been asserted in the Action or in any litigation, or the

deficiency of any defense that has been or could have been asserted in the Action or in any

litigation, or of any liability, negligence, fault, or wrongdoing of the Defendants ;

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(b) offered or received against the Defendants as evidence of a presumption ,

concession or admission of any fault, misrepresentation or omission with respect to any

statement or w ritten document approved or made by any Defendant ;

(c) offered or received against the Defendants as evidence of a presumption ,

concession or admission with respect to any liability, negligence, fault or wrongdoing, or in any

way referred to for any other reason as against any of the Defendants, in any other civil, criminal

or administrative action or proceeding, other than such proceedings as may be necessary t o

effectuate the provisions of this Stipulation ; provided, however, that if this Stipulation is

approved by the Court, Defendants may refer to it to effectuate the liability protection grante d

them hereunder;

(d) construed against the Defendants as an admission or concession that the

consideration to be given hereunder represents the amount which could be or would have bee n

recovered after trial; or

(e) construed as or received in evidence as an admission, concession o r

presumption against the Lead Plaintiffs or any of the Class Members that any of their claims ar e

without merit, or that any defenses asserted by the Defendants have any merit, or that damage s

recoverable under the Complaint would not have exceeded the Gross Settlement Fund .

10. The Plan of Allocation is approved as fair and reasonable, and Plaintiffs' Counsel

and the Claims Administrator are directed to administer the Stipulation in accordance with its

terms and provisions .

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11 . The Court finds that all parties and their counsel have complied with each

requirement of Rule 11 of the Federal Rules of Civil Procedure as to all proceedings herein.

12. Plaintiffs' Counsel are hereby awarded % of the Gross Settlemen t

Fund in fees, which sum the Court finds to be fair and reasonable, and $ in

reimbursement of expenses , which expenses shall be paid to Plaintiffs ' Co-Lead Counsel from

the Settlement Fund with interest from the date such Settlement Fund was funded to the date o f

payment at the same net rate that the Settlement Fund earns. The award of attorneys' fees shal l

be allocated among Plaintiffs ' Counsel in a fashion which, in the opinion of Plaintiffs ' Co-Lead

Counsel, fairly compensates Plaintiffs' Counsel for their respective contributions in th e

prosecution of the Action .

13 . Lead Plaintiff Allan Kramer is hereby awarded $ and Lead

Plaintiff Bruce Holberg is hereby awarded $ , which amounts shall be pai d

from the Gross Settlement Fund . Such awards are for reimbursement of these Lead Plaintiffs '

reasonable costs and expenses (including lost wages) directly related to their representation of

the Class .

14. In making this award of attorneys' fees and reimbursement of expenses to be paid

from the Gross Settlement Fund, the Court has considered and found that :

(a) the settlement has created a fund of $120,000,000 in cash that is alread y

on deposit, plus interest thereon and that numerous Class Members who submit acceptable

Proofs of Claim will benefit from the Settlement created by Plaintiffs' Counsel ;

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(b) Over copies of the Notice were disseminated to putative Class

Members . Such Notice disclosed that Plaintiffs' Counsel were moving for attorneys' fees in th e

amount not greater than % of the Gross Settlement Fund and for reimbursement of

expenses in an amount not greater than $ _ objections were filed against th e

terms of the proposed Settlement or the ceiling on the fees and expenses requested by Plaintiffs '

Counsel contained in the Notice ;

(c) Plaintiffs' Counsel have conducted the litigation and achieved the

Settlement with skill, perseverance and diligent advocacy ;

(d) The action involves complex factual and legal issues and was actively

prosecuted over four years and, in the absence of a settlement, would involve further lengthy

proceedings with uncertain resolution of the complex factual and legal issues ;

(e) Had Plaintiffs' Counsel not achieved the Settlement there would remain a

significant risk that the Lead Plaintiffs and the Class may have recovered less or nothing fro m

the Defendants; and

(f) Plaintiffs' Counsel have devoted over hours, with a lodesta r

value of $ , to achieve the Settlement .

15 . Exclusive jurisdiction is hereby retained over the parties and the Class Member s

for all matters relating to this Action, including the administration, interpretation, effectuation o r

enforcement of the Stipulation and this Order and Final Judgment, and including any application

for fees and expenses incurred in connection with administering and distributing the settlemen t

proceeds to the members of the Class .

16. Without further order of the Court, the parties may agree to reasonable extensions

of time to carry out any of the provisions of the Stipulation.

17. There is no just reason for delay in the entry of this Order and Final Judgment and

immediate entry by the Clerk of the Court is expressly directed pursuant to Rule 54(b) of th e

Federal Rules of Civil Procedure .

Dated: New York, New York.2005

Honorable Sidney H . SteinUNITED STATES DISTRICT JUDG E

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EXHIBIT 1

List of Persons and Entities Excluded from the Class in th eIn re Deutsche Telekom AG Securities Litigation , Civil Action No. 00-CV-9475 (SITS)

The following persons and entities, and only the following persons and entities, haveproperly excluded themselves from the Class :

IN RESPONSE TO THE NOTICE OF PENDENCY (timely, by Plaintiffs' Submission Pursuan tto the Court's Order dated March 25, 2003 (filed July 8, 2003))

Joseph Citardi Eugene H. Dunn534 Stanwich Road 12939 Camino Ramillette

Greenwich, Connecticut 06831-3129 San Diego, California 92128-1538

James M. Fowler TTEE Mary Regina FreelandJames M. Fowler Trust 5219 Clairmont Mesa Blvd .

1941 Skycrest Dr., Apt . 2 San Diego, California 92 1 1 7-220 6

Walnut Creek, California 9459 5

Heil Associates Kary Daniel Kielhofer and Judith W .

Heil Associates A Partnership Kielhofer(William R. Heil Sr .) 36600 Palmdale Street236 Buddington Road Rancho Mirage, California 92270-2200Shelton, Connecticut 06484-531 1

Marianne Lent Rainer Link1730 Halford Ave ., Apt . 142 Dresdener Strasse 3 8

Santa Clara, California 95051 D-65232 Tannusstei nGermany

Mary K. O'Connell Nils Paellmann9312 So. Montgomery Drive 305 Second Avenue, Apt . 344Orland Park, Illinois 60462 New York, New York 10003

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IN RESPONSE TO THE NOTICE OF PENDENCY (timely, by Plaintiffs' Submission Pursuan t

to the Court's Order dated March 25, 2003 (filed July 8, 2003) )

Diana L. Purcell, Executor for John R. Geary Rummler, TTEE and Margaret

Purcell (Deceased) Rummier TTEE11720 Birch Glen Court Geary & Margaret Rummer Rev Trust 9 -

San Diego, California 92131-2304 26-94/Brandes Global3780 E. Sumo QuintoTucson, Arizona 85718-606 7

Charles M. Simmons Robert L . Stauffer, IRA

1120 Shady Oaks Lane 2332 Autumn RunFort Worth, Texas 76107-3558 Wooster, Ohio 4469 1

Robert L. Stauffer & Elisabeth Stauffer Jt . Andres C . Tapia

Ten. 40 Windsor Ter., Dept . J2

2332 Autumn Run White Plains, New York 1060 1

Wooster, Ohio 4469 1

Katharine Whild99 Deerbrook FarmNorth Yarmouth, Maine 04097

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IN RESPONSE TO THE NOTICE OF PENDENCY (untimely, stipulated and agree lCourt Order filed February 25, 2004)

Josef Higa, TTEE U/A DTD 03/30/1998 Robert B . Pease659 Kerryton Place Circle 326 Dewey AvenueBallwin, Missouri 63021 Pittsburgh, Pennsylvani a

James D. Coyer Ivan W. Sellers10374 Wateridge Circle #334 2001 Harrisburg Pike Apt . B-224San Diego, California 92121 Lancaster, Pennsylvania 17601-264 1

Robert L. Stauffer & Elisabeth Stauffer, Joseph Webb, TTEI; Joseph H. Webb 199 6Goldman, Sachs & Co . Joint Account CRTRobert L. Stauffer, Goldman, Sachs & Co. 11719 Point Overlook PlaceIRA Account Strongsville, Ohio 44136-452 52332 Autumn RunWooster, Ohio 4469 1

Belinda Zanfardino3160 Mahaffey LaneParis, Texas 75460

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