EQS-CMS: Deutsche Telekom AG: Release of a capital market information

Bonn, January 3, 2025
Disclosure in accordance with Art. 5 (1) lit. a) of Regulation (EU) No. 596/2014 and Art. 2 (1) of Commission Delegated Regulation (EU) No. 2016/1052
Deutsche Telekom AG (‘DTAG’) announced in an ad hoc announcement dated October 10, 2024, amongst others to buy back DTAG shares (ISIN: DE0005557508) for a total purchase price (excluding transaction costs) of up to 2 billion euros under a share buy-back program (‘2025 share buy-back program’). The repurchase will begin on January 3, 2025 with completion by the end of 2025 at the latest. DTAG’s repurchased shares will mainly be canceled and to a minor extent be used to service executive remuneration and employee share offerings.
Shares are to be purchased in several tranches under the share buy-back program. The first tranche, with a purchase price (excluding transaction costs) of up to 550 million euros, is to be purchased in the period from January 3, 2025 to no later than April 4, 2025. Based on the closing price in Xetra trading on the Frankfurt Stock Exchange on January 2, 2025 of 29.170 euros, this would amount to up to 18,854,988 shares.
The first tranche of the 2025 share buy-back program will be based on the resolution of the DTAG shareholders’ meeting on April 1, 2021, under which the DTAG Board of Management has been authorized until March 31, 2026 to purchase shares with the amount of share capital accounted for by these shares totaling up to 1,218,933,400.57 euros. This corresponds to 10 percent of DTAG’s share capital on the date of the resolution on the authorization. The maximum number of shares that DTAG may purchase under the existing authorization is therefore 476,145,859 shares. The consideration per share paid (excluding transaction costs) may not be more than 10 percent above or 20 percent below the market price of the shares determined by the opening auction on the trading day on which the contractual transaction was concluded in the Xetra trading system of the Frankfurt Stock Exchange (or a successor system).
DTAG will purchase own shares observing the principle of equal treatment of shareholders (§ 53a of the German Stock Corporation Act (AktG)) and commissioning one or several credit institutions. Each credit institution commissioned is to make its decision on the timing of the purchase of DTAG shares in accordance with Art. 4 (2) lit. b) of Commission Delegated Regulation (EU) 2016/1052 from March 8, 2016 independently from and uninfluenced by DTAG. As such, DTAG will not influence the decisions of the respective credit institution in any way.
Own shares will be purchased in accordance with Art. 5 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16, 2014 as well as the provisions of the Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016 and based on the aforementioned authorization resolved by the DTAG shareholders’ meeting on April 1, 2021. The DTAG shares will be purchased at market price in accordance with the conditions for trading pursuant to Art. 3 of the Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016. In particular, the DTAG shares will not be purchased at a price higher than the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out. Furthermore, DTAG will not purchase on any trading day more than 25 percent of the average daily volume of the shares on the trading venue where the purchase is carried out. The average daily volume is based on the average daily volume traded during the 20 trading days preceding the date of purchase. DTAG will obligate every credit institution commissioned with the purchase of own shares under the 2025 share buy-back program to act accordingly.