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CODEOFCODE OFCONDUCT2

What characterizes usBirgit BohleCode of ConductDr. Claudia JunkerWhat makes a company successful? A good producton its own will not tip the scales toward success,nor is it the only element in a customer’s decision tobuy. A company’s reputation can also influence thisdecision. Business success requires something extra.Board members, managing directors, executives andemployees working for Deutsche Telekom (employees)are expected to behave in a manner that complies withthe legal obligations thus creating essentials such astrust, credibility, reliability and good reputation.That something extra also comprises integrity and eachemployee’s personal responsibility of his or her own actions. In less abstract terms, all these qualities togetherconstitute the company’s value based culture of compliance. This is a factor that also influences the success ofDeutsche Telekom Group (Deutsche Telekom). Businesssuccess does not stand above legal obligations nor isit unrelated to morality or integrity. The way DeutscheTelekom achieves business success is at least as important as the very success itself, and the Code of Conductprovides the framework of orientation for this. It combines two essential aspects. All employees are expected to comply with legal obligations and to behave withintegrity. For Deutsche Telekom, the Code of Conductis the combination between internal demands and thepromise to outside at the same time. It also ensures thatDeutsche Telekom remains a transparent and traceableenterprise for everybody.The Code of Conduct applies to all board members,managing directors, executives and employees of theDeutsche Telekom worldwide. Additionally it applies topeople to who are viewed as equivalent to employees infunctional terms, e. g. to temporary agency employees.It summarizes the values of Deutsche Telekom and defines what kind of behavior is required by those whowork for it. Whenever necessary, the basic principles ofthe Code of Conduct are specified in greater detail ininternal policies and regulations. This understandingof values requires all our employees and managementstaff to show mutual respect, acknowledgement andappreciation in their dealings with each other. Whenimplementing the Code of Conduct, each business unitof Deutsche Telekom must observe both its specificnational legal obligation and, on the basis of these, theindividual culture of the country in which it operatesrespectively.Yet it would not be sufficient to consider the Code ofConduct simply as a general guideline. It must rather befilled with life and most actively promoted by role models. It is primarily the Executives of Deutsche Telekomwho must assume this function of role modeling, notonly by showing integrity, behaving in a legally compliant manner and exuding credibility. They must also ensure that their employees know the content of the Codeof Conduct and comprehend what behavior is required.The Code of Conduct and the values it embodies are notlimited to employees permanently working for DeutscheTelekom. This explains why Deutsche Telekom expectsits suppliers and consultants to comply with the rulesof behavior manifested in this Code of Conduct and toendeavor them to ensure that they are also obliged toabide to its regulation by contact.Birgit BohleBoard Member for Human Resourcesand Legal Affairs, Labour DirectorDr. Claudia JunkerHead of Law & Integrity,Senior Managing Director,Acting Chief Compliance OfficerFor all the reasons outlined above, Deutsche Telekomhas determined the content of its Code of Conduct asfollows:2

Code of Conduct 01CorporategovernanceDeutsche Telekom complies with all legalregulations governing the management and themonitoring of the company and respects andmaintains the internationally recognized standardsof good and responsible corporate governance.Elmir Rasavac3

Code of Conduct2.1 Active corruptionIn order to preserve the trust of its customers, business partners, shareholders and of the public, DeutscheTelekom firmly rejects any and all forms of corrupt behavior and avoids even the mere suggestion of such behavior. Specifically, this means that Deutsche Telekomemployees may not offer, promise or grant benefits toany public officials in their local country or abroad, norto any decision makers operating in the private sector intheir local country or abroad, in order to achieve preferential treatment or a favorable decision for DeutscheTelekom. Deutsche Telekom employees must bear thisin mind when dealing with gifts or invitations to businessmeals and events.2.2 Passive corruptionDeutsche Telekom employees may not allow themselves to be promised or offered benefits and shall notaccept any benefits if this creates, or could create, theimpression with the parties bestowing the benefits thatthey can thus influence the employees’ business decisions. Further, Deutsche Telekom employees must neverrequest any benefits for themselves or third parties.2.3 Public service contractsThe public service market is an important market forDeutsche Telekom. Deutsche Telekom’s employees adhere to the rules prohibiting undue influence in public sector tenders and ensuring fair competition.2.4 Trade controlsDeutsche Telekom has international business relations.It is thus actively involved in the global trade in goodsand services, and is a supporter of free trade. Within thiscontext, Deutsche Telekom complies with the applicable trade regulations regarding import/export controlsand embargoes. 02BusinessrelationshipsTrust and fairness in all businessdecisions are the indispensibleelements of Deutsche Telekomdealing with its business partners.The private interests or personalgain of employees do not have anyinfluence on business decisions.2.5 ProcurementDeutsche Telekom Procurement and authorized parties are responsible for procuring goods and servicesin a professional manner and at optimal conditions forthe benefit of Deutsche Telekom. Procurement acts incompliance with the applicable laws of the countriesin which Deutsche Telekom operates. As bypassingProcurement can lead to disadvantages for DeutscheTelekom, Procurement has been given responsibility forall of the purchasing activities.Katrin Müller4

Code of Conduct2.6 SuppliersDeutsche Telekom maintains business relations with itssuppliers that are based on trust and fairness. In turn,Deutsche Telekom expects its suppliers to treat it withthe same respect and integrity it shows them. Suppliersare frequently also customers. Deutsche Telekom refrains from taking unfair advantage of such situationsand strictly separates any related purchasing and salesactivities. Any reciprocal arrangements must be approved accordingly by responsible procurement department.2.7 CompetitionDeutsche Telekom and its employees commit themselves to fair competition in all business relationships.They ensure that no agreements are concluded withcompetitors, customers or suppliers which restrictcompetition on prices or by division of product or geographic markets. This applies, in particular, to tenders.Business decisions are made independently and withoutthe exchange of sensitive information with competitors.Deutsche Telekom neither disseminates incorrect information on products or services of competitors, norseeks to gain a competitive advantage in any other unfair or abusive manner.2.8 Transparent financial reportingDeutsche Telekom’s financial reporting is carried out incompliance with local and international financial reporting regulations and gives a true and fair view of its assets, liabilities and results of its operations and financialposition.Michelle Fuchs5

Code of Conduct2.9 DonationsAs a responsible member of society, Deutsche Telekomtakes social responsibility in all those countries it operates. Deutsche Telekom acts as a supporter and sponsorof education, science, culture, activities relating to social responsibility, sports and environment protectionon a large scale, all on the basis of the specific local lawsand its internal policies and regulations with regard toits financial possibilities. This support is being shaped bypartnerships, cash and non cash donations, and services.Deutsche Telekom makes no donations in order to obtain any commercial advantage. Donations to individuals or private accounts as well as individuals or organizations that could potentially damage either the DeutscheTelekom’s interests or image will not be granted.2.10 Political contributionsDeutsche Telekom does not donate any money to political parties or elected officials, and does not grant themany non cash benefits beyond what is legally permissible.2.11 Money-launderingDeutsche Telekom takes all necessary measures to prevent money-laundering activities within its sphere ofinfluence.2.12 SponsoringSponsoring is one of Deutsche Telekom’s corporatecommunications instruments. Sponsoring activitiesare focused on the platforms of sports (mainly soccer),music and activities relating to social responsibility. Allsponsoring activities must conform to the respectivelegal system in each country and the internal sponsoringpolicy. All sponsoring activities are handled transparently, and involve appropriate and verifiable communications and marketing services on the part of the sponsoring partners/organizers.6

Code of Conduct3.1 Secondary employmentSecondary employment must not conflict with the interests of Deutsche Telekom; that applies in particular tosecondary employment with competitors.3.2 Equity participationsEquity participations by Deutsche Telekom employees incompetitors or business partners of Deutsche Telekomthat grant the investor influence over the business arenot in the interests of Deutsche Telekom. 03Avoidingother conflictsof interestDeutsche Telekom expects that the personal interestsof its Board of Management members, managingdirectors, executives and employees will not interfereor conflict with its interests.Vanessa Machura7

Code of Conduct 04Private useof companypropertyThe private use of company property is permissibleonly where provided for by individual contract,collective agreement or company regulations, orwhere such use is accepted company practice.Gabriela Dodevska8