(1) The company operates under the name of freenet AG.

(2) The registered office of the company is in Büdelsdorf.

(3) The financial year is the calendar year.

(1) The purpose of the company is the development and provision of communication, internet and online services as well as of communication technology devices, the rental and leasing of communication technology devices, trading of devices in this field, services in the areas of market research, marketing, advertising, design, promotion, telecommunication, trade fairs and events, the development and sale of software solutions and other products, the operation of information technology, telecommunication systems, training facilities and consultancy services as well as publishing activities and brokerage.

(2) The company may establish branches at home and abroad, establish other companies, acquire them or take a holding in them and also conclude enterprise agreements. The purpose of subsidiary and holding companies may also be different from the company purpose specified in the preceding paragraph (1) provided it appears likely to promote the company's business purpose.

(3) The company is entitled to carry out any transactions and measures that appear likely to serve the purpose of the company. To this end, it may also manage companies or limit itself to administering the holding. It may hive off its business wholly or partly into associated companies. It can also limit its activity to individual areas from amongst those specified in paragraph 1 or to individual business fields.

The company’s announcements will be published in the electronic version of the German Federal Gazette.

(1) The company’s share capital amounts to € 128,061,016 (in words: euros one hundred and twenty eight million sixty one thousand and sixteen).

(2) Share capital is allocated into 128,061,016 registered shares.

(3) In the case of an increase in capital, the share of profit for new shares can be regulated without regard to clause 60 of the German Companies Act (AktG).

(4) The form and content of share certificates and dividend and renewal coupons is laid down by the Executive Board with the approval of the Supervisory Board. The same applies to interim certificates, bonds, interest coupons and warrants. One certificate may be issued for multiple shares belonging to one shareholder. There is no right to individual documentation of the shares of one shareholder, even on a certificate.

(5) Shares are registered shares. If, in the case of an increase in capital, the resolution makes no provision as to whether the new shares are to be in bearer or registered form, they shall be in registered form. Shareholders with registered shares have to furnish the company with the legally prescribed information for entry in the share register; in order to facilitate communication, electronic post addresses and any changes made to them are to be given in each case.

(6) The Executive Board is authorised until the 18 August 2010, with the agreement of the Supervisory Board, to increase the share capital of the company once or in several partial amounts by a total of up to € 16,030,508 (in words: euros sixteen million thirty thousand five hundred and eight) by the issue of up to 16,030,508 new registered or bearer shares in return for cash deposits and/or stock (“approved capital 2005”).

The Executive Board is further authorised, with the agreement of the Supervisory Board, to decide about exclusion of the subscription right of shareholders in the following cases:

(a) where there are increases in share capital for cash deposits in accordance with clause 186 paragraph 3 sentence 4 of the German Companies Act (AktG), if the issue price of the new shares does not substantially fall below the stock exchange price of the shares already listed at the time of the final setting of the issue price and the shares issued against cash deposit under exclusion of the subscription right do not exceed in total 10% of the share capital at the time of utilisation. To be included in the restriction are shares which were issued or sold in direct or appropriate application of clause 186 paragraph 3 sentence 4 of the German Companies Act (AktG) during the term of this authorisation until the point of its utilisation or for which, during the term of this authorisation, an exchange right or subscription right via conversion or option bonds in accordance with clause 186 paragraph 3 sentence 4 of the German Companies Act (AktG) has been granted;

(b) to dispose of shareholders' fractional amounts under exclusion of the subscription right;

(c) to grant holders of option bonds or convertible bonds issued by the company or associated companies a subscription right to new shares to the extent that they are entitled as a shareholder following exercise of option rights or conversion privileges;

(d) for a capital increase in return for stock for the acquisition of a holding in a company or part of a company.

(e) for the application of subscription rights on shares which holders of such rights are entitled to on shares of the mobilcom Aktiengesellschaft (public limited company) and who were awarded subscription rights to shares of telunico holding AG following the merger of the mobilcom Aktiengesellschaft into telunico holding AG in accordance with the merger agreement of 8 July 2005 between the mobilcom Aktiengesellschaft, freenet.de AG and telunico holding AG.

(7) The Executive Board is authorised until 6 July 2011, with the agreement of the Supervisory Board, to increase the share capital once or in several partial amounts by a total of up to € 20,000,000 (in words: euros twenty million) by the issue of new registered or bearer shares in return for cash deposits and/or stock (“approved capital 2009”). The Executive Board is further authorised, with the agreement of the Supervisory Board, to decide whether there should be an exclusion of the subscription right. The legal right to subscription can also be awarded to the shareholders to the extent that the new shares are offered to one or more credit institutions or equivalent enterprises in accordance with clause 186 paragraph 5 of the German Companies Act (AktG), with the provison that they offer them to shareholders for subscription (indirect subscription right).

(8) A contingent capital increase of up to nominally € 318,447 is carried out for the share capital of the company by way of issuing new shares. The purpose of the contingent capital is to issue up to 318,447 new company registered shares on options which were issued between 2001 and 2004 on the authority of the Annual General Meeting of mobilcom AG, Büdelsdorf, on 5 April 2001 and which the company is continuing in accordance with clause 23 of the German Reorganisation Act (Umwandlungsgesetz) combined with clause 4 of the merger agreement of 8 July 2005 between mobilcom AG, freenet.de AG and the company. The contingent capital increase shall only be carried out to the extent to which the holders of options exercise their rights to the company shares and the company does not offer treasury shares or cash settlement for fulfilment of the option. The new shares shall participate in the profits from the beginning of the financial year in which they were issued.

(9) A contingent capital increase of up to € 15,000,000 is carried out for the share capital by way of issuing up to 15,000,000 new no-par-value registered shares, with each individual share accounting for € 1.00 of the share capital ("contingent capital 2009"). The purpose of the contingent capital increase is to enable registered shares to be granted to the holders of convertible and/or option bonds which are issued by the company or one of its directly or indirectly owned group companies on the basis of the authorization adopted by the Annual General Meeting of 7 July 2009 under agenda item 10 letter A) and which provide a conversion or option right to registered shares of the company or which establishes a conversion obligation in relation to these shares.

The issue price for the new registered shares from contingent capital 2009 must be equivalent to at least 80 percent of the volume-weighted average price of the company’s shares in XETRA trading (or a comparable successor system) on the stock exchange in Frankfurt am Main on the last ten market trading days before the day on which the resolution regarding the issue of bonds is adopted by the Executive Board or – for subscription right trading – at least 80 percent of the volume-weighted average price of the company’s shares in the XETRA trading system (or a comparable successor system) on the stock exchange in Frankfurt am Main during the days on which the subscription rights relating to the bonds are traded on the Frankfurt Stock Exchange, with the exception of the last two market days of subscription right trading; however, the issue price must under no circumstances be less than € 15.00 per share. Usual dilution protection terms can be provided for the holders of the convertible and/or option bonds.

The contingent capital increase is only to be carried out to the extent to which conversion or option rights are utilized or to which holders with a conversion obligation meet their conversion obligation and if treasury shares are not used for settlement or if the company does not provide a cash settlement. The new registered shares participate in the profits from the beginning of the financial year in which they are created as a result of the exercising of conversion rights, option rights or the fulfilment of conversion obligations. The Executive Board is authorized to determine the further details for carrying out the contingent capital increase.

(1) The Executive Board of the company consists of one or several persons. The Supervisory Board shall appoint the Executive Board members and determine their number. The appointment of deputy Executive Board members is possible.

(2) The Supervisory Board may appoint a chairperson and deputy chairperson of the Executive Board.

(3) The Executive Board shall determine its rules of procedure by unanimous decision of its members and the agreement of the Supervisory Board unless the Supervisory Board decrees rules of procedure for the Executive Board.

(1) The members of the Executive Board shall manage the company's business in compliance with the law, the articles of association and the rules of procedure for the Executive Board.

(2) The company shall be legally represented by two Executive Board members or one Executive Board member with one authorised representative. If there is only one member of the Executive Board, he/she is authorised to solely represent the company.

(3) The Supervisory Board can determine that individual Executive Board members are authorised to solely represent the company. It can also exempt individual Executive Board members from the limitations of clause 181 of the German Civil Code (BGB) provided that this is not contrary to clause 112 of the German Companies Act (AktG).

(4) The Supervisory Board ordains in the rules of procedure for the Executive Board or by resolution that certain types of transaction require its approval.

(1) The Supervisory Board is comprised of 12 members, six of whom are voted for by the Annual General Meeting and six of whom are elected in accordance with the German Codetermination Act (Mitbestimmungsgesetz) 1976.

(2) The election applies for no longer than the period up until the end of the Annual General Meeting that resolves formal discharge for the fourth financial year after the commencement of the period of office. In this connection, the financial year in which the period of office begins is not included in the calculation. The election of the successor of a member resigning before the end of the period of office shall apply for the remainder of the period of office of the resigned member.

(3) Members of the Supervisory Board can resign from office by written notice or declaration by telefax to the Executive Board at any time, provided that the time is not inopportune. If there is good cause, the resignation can become effective immediately.

(1) The Supervisory Board elects from its midst a chairperson and a deputy chairperson in accordance with clause 27 paragraphs 1 and 2 of the German Codetermination Act (Mitbestimmungsgesetz) 1976 for the period of office specified in clause 7 paragraph 2 of these articles of association.

(2) If the chairperson of the Supervisory Board or his/her deputy resign prematurely from this office, the Supervisory Board shall carry out without delay a new election for the remainder of the period of office of the resigned person.

(1) The meetings of the Supervisory Board shall be held in session. In justifiable exceptional cases, the chairperson of the Supervisory Board, or where he/she is not able, his/her deputy, may determine that individual members of the Supervisory Board can participate in a meeting by way of a video and/or telephone conference or that the entire meeting can be held as a video and/or telephone conference.

(2) The meetings of the Supervisory Board shall be convened in writing or by telefax by the chairperson of the Supervisory Board, or where he/she is not able, by his/her deputy, with notice of fourteen days. In calculating the notice period, the day of sending the invitation and the day of the meeting are not counted. In urgent cases, the chairperson may shorten this notice period appropriately or convene the meeting verbally, by telephone, by telefax, by e-mail or by way of other customary means of telecommunication.

(3) Notice of the meeting must be accompanied by the agenda. A resolution in respect of an item not properly notified in the invitation to the meeting may only be passed providing no member of the Supervisory Board present objects. Absent Supervisory Board members shall be given the opportunity in such cases, to oppose the resolution or vote in writing within a reasonable period to be determined by the chairperson. The resolution is only effective if the absent Supervisory Board members have not objected or have agreed within the time period.

(1) Resolutions of the Supervisory Board are normally passed in meetings. Outside of meetings, resolutions can also be passed by order of the chairperson of the Supervisory Board in writing, by telephone, by telefax, by e-mail or by way of other customary means of communication. The members of the Supervisory Board have no right to object. Resolutions passed in accordance with the above-mentioned paragraph 2 shall be determined by the chairperson in writing and forwarded to all members. For resolutions passed outside of meetings, the provisions of clause 10 paragraphs 2 to 5 apply accordingly. Resolutions of the Supervisory Board can also be passed in a way that combines resolutions in meetings and outside of meetings.

(2) The Supervisory Board is quorate if at least half of its members participate in the resolution. A member is also deemed to participate when he/she abstains in the vote.

(3) Supervisory Board members who do not participate in a meeting of the Supervisory Board can participate in a resolution of the Supervisory Board carried out at the meeting if they have their written vote cast by another member of the Supervisory Board. The casting of the second vote of the chairperson of the Supervisory Board can also be in writing.

(4) Resolutions of the Supervisory Board are passed with a simple majority unless otherwise provided for by law. This also applies for elections. In this process, abstentions do not count as a vote cast. In the event of a tie, if the Supervisory Board does not decide otherwise, the chairperson shall decide whether the item is to be voted on again and whether the new vote is to be taken in that meeting or another meeting of the Supervisory Board. If there is a tie again in the new vote in relation to the same item, the chairperson shall have two votes.

(5) If not all members of the Supervisory Board are present when a resolution is passed and the missing Supervisory Board members do not have a written vote submitted for them, the resolution is to be adjourned if at least two of the present members of the Supervisory Board request it. Where there is an adjournment, the new resolution shall take place in the next scheduled meeting unless a special Supervisory Board meeting is convened. Another request for adjournment by a minority when the new resolution is passed is not possible.

(6) Minutes shall be kept of the negotiations and resolutions of the Supervisory Board which are to be signed by the chairperson of the meeting or by the person organising the vote when there is a vote outside the meeting.

(7) The chairperson of the Supervisory Board is authorised to make statements of intent or other statements required for implementation of Supervisory Board resolutions in the name of the Supervisory Board.

(1) The Supervisory Board oversees the Executive Board’s management of the company and has all the duties and rights conferred upon it by law and the articles of association. It is authorised to determine changes to the articles of association which only affect their wording.

(2) Immediately following the election of the chairperson of the Supervisory Board and his/her deputy, the Supervisory Board shall form a committee for the achievement of the duty specified in clause 31 paragraph 1 of the German Codetermination Act (Mitbestimmungsgesetz) 1976, which shall comprise the chairperson of the Supervisory Board, his/her deputy, and two members of the Supervisory Board one of each elected with the majority of the votes cast by the employee Supervisory Board members and the shareholder Supervisory Board members. The Supervisory Board can form further committees from its members and stipulate their duties and authority. If it is legally permissible, decision-making authority can also be conferred upon them.

(3) The Supervisory Board may adopt its rules of procedure.

(4) The members of the Supervisory Board receive for each full financial year of membership on the Board, commencing with 1 January 2009, a fixed compensation of € 30,000.00. The chairperson of the Supervisory Board receives double this amount, the deputy one and a half times this amount. Each Supervisory Board member receives an additional € 1,000.00 attendance fee for every meeting of the Supervisory Board he/she attends. Supervisory Board members who belong to a committee of the Supervisory Board – with the exception of the committee formed in accordance with clause 27 paragraph 3 of the German Codetermination Act (Mitbestimmungsgesetz) 1976 – receive an additional € 1,000.00 attendance fee for each meeting of the committee. The chairperson of the committee receives double this amount.

The fixed compensation according to the first sentence is payable in the amount of one quarter of the total at the end of each quarter. The attendance fees are to be paid in the respective sums at the end of each quarter.

Supervisory Board members who have not been members of the Supervisory Board for a full financial year shall receive compensation in accordance with the duration of their membership on the Board.

(5) The members of the Supervisory Board also receive, after the end of each financial year, a variable compensation in the amount of € 500.00 for each € 0.01 in dividends in excess of € 0.10 per company share which is distributed to the shareholders for the previous financial year. The provisions of the previous paragraph (4), sentence two and seven shall apply accordingly. The amount of the variable compensation is limited to the amount which is due in fixed compensation according to paragraph (4).

(6) The company shall take out an indemnity insurance against pecuniary loss for the members of the Supervisory Board to protect them against liability risk arising from their activity as members of the Supervisory Board.

(7) Supervisory Board members also receive reimbursement of any expenses as well as reimbursement of any turnover tax, if applicable, on their compensation and expenses.

(1) The Annual General Meeting shall take place within the first 8 months of the financial year at the company’s registered office, in a German city with more than 100,000 inhabitants or at the registered office of a German stock exchange.

(2) The Annual General Meeting is convened by the Executive Board or in legally prescribed cases by the Supervisory Board.

(3) The convening of the Annual General Meeting - if no shorter deadline is permissible under law - should be announced at least thirty days before the date of the meeting. The date of the Annual General Meeting and the date of the announcement are not included in the above-mentioned period. The deadline for the announcement shall be extended by the number of days of the registration deadline (clause 13 paragraph 2).

(1) Only shareholders who are entered on the company’s share register on the date of the Annual General Meeting and who have registered with the company in good time in advance of the Annual General Meeting shall be entitled to attend the Annual General Meeting and to exercise their voting right.

(2) Registration must reach the company at the address indicated for this purpose in the invitation to the Annual General Meeting, at least six days before the date of the Annual General Meeting. The invitation to the Annual General Meeting may envisage a shorter deadline, to be defined as a number of days. The date of the Annual General Meeting and the date of receipt are not included in the above-mentioned period.

(1) The chairperson of the Supervisory Board shall chair the Annual General Meeting and where he is prevented, a shareholder Supervisory Board member designated by the chairperson of the Supervisory Board. Should the chairperson of the Supervisory Board be prevented and not designate a shareholder Supervisory Board member as the chairperson of the Annual General Meeting, Supervisory Board members present at the venue when the Annual General Meeting is scheduled to begin shall determine the chairperson of the Annual General Meeting by a majority vote.

(2) The chairperson shall chair the Annual General Meeting and determine, in accordance with legal provisions, the course of the proceedings at the Annual General Meeting, in particular the method, form and sequence of the voting.

(3) The Executive Board is authorised to permit full or partial visual and/or audio transmission of the Annual General Meeting in a manner whose details shall be determined by the Executive Board; during the proceedings of the Annual General Meeting, this right shall be held not by the Executive Board but by the chairperson of the meeting. Furthermore, the Executive Board is authorised to arrange that shareholders may attend the Annual General Meeting even without physical presence on site and without being represented by a proxy, and exercise all of their rights, or individual ones, entirely or in part by way of electronic communication.

(1) Each share entitles the holder to one vote at the Annual General Meeting.

(2) If shares are not fully paid up, the voting rights are dormant.

(3) The voting right can be exercised by proxy. For the granting of proxy, its revocation and evidence of the authorisation in relation to the company, the relevant legal provisions shall apply. Unless a more stringent form is mandatory by law, text form shall suffice; clause 135 of the German Companies Act (AktG) remains unaffected.

(4) The chairperson of the Annual General Meeting is authorised to reasonably restrict – in terms of time – the shareholders’ right to ask questions and to speak. In particular, he/she has the right at the beginning or in the course of the Annual General Meeting, to set a reasonable time limit for the whole course of the Annual General Meeting, for individual agenda items or for individual speakers. In arranging the Annual General Meeting, the chairperson of the Annual General Meeting should be guided by the fact that the Annual General Meeting is conducted in an appropriate and reasonable time.

(5) The Executive Board is authorised to arrange that shareholders may cast their votes in writing or by way of electronic communication, even if they do not attend the Annual General Meeting.

Unless there are compelling legal provisions to the contrary, resolutions of the Annual General Meeting are passed with a simple majority of the votes cast. If the German Companies Act (Aktiengesetz) stipulates an equity majority for the passing of a resolution, however, a simple majority of the share capital represented at the passing of the resolution shall suffice, provided this is legally permissible.

(1) In the first three months of the financial year, the Executive Board shall prepare the annual financial statements and the management report for the preceding financial year and submit them immediately to the auditor and Supervisory Board. At the same time, the Executive Board shall submit to the Supervisory Board the proposal for the appropriation of profit which it intends to submit to the Annual General Meeting.

(2) The Supervisory Board shall examine the annual financial statements, the management report and the proposal for the appropriation of profit within one month after receipt of the auditors’ report. The report of the Supervisory Board shall be forwarded to the Executive Board.

(3) The Executive Board and Supervisory Board are authorised when approving the annual financial statements to allocate to other revenue reserves partly or wholly the net income remaining after deduction of any amounts transferable to the legal reserve and of a tax loss carryforward. The allocation of a part exceeding one half of the net income is not permissible if the other revenue reserves after allocation would exceed half the share capital.

(4) After receipt of the Supervisory Board report concerning the result of its examination, the Executive Board shall immediately convene the ordinary Annual General Meeting, which shall take place within the first eight months of each financial year.

(5) The Annual General Meeting can resolve to distribute the retained earnings to the shareholders partly or wholly in the form of dividends in kind.

(6) After the end of the financial year, the Executive Board is authorised, with the approval of the Supervisory Board, to make an advance payment on account of the estimated retained earnings to the shareholders, provided the provisional financial statements for the preceding financial year show a net income. The advance payment on account may be a maximum of half the amount remaining from the net income after deduction of any amounts transferable to revenue reserves in accordance with the law or articles of association. Furthermore, the advance payment on account may not exceed half of the previous year’s retained earnings.

Costs arising from the establishment of the company (notary, court, consultancy) shall be borne by the company up to € 5,000.00.