Counter-motions to the extraordinary shareholders' meeting on November 19, 2009, in Hanover.
The calling of the Corporation's extraordinary shareholders' meeting was announced in the electronic Federal Gazette on October 5, 2009. Together with this announcement, the management's motion for resolution concerning the only item on the agenda was published. To the extent that any related counter-motions within the meaning of Section 126 AktG submitted have to be disclosed, we list them below, stating the name of the respective shareholder and any reasons given.
If you wish to authorize the proxies appointed by the Corporation to act as your proxy, please note the following: You can also use the voting instructions form issued or the Internet dialog to issue instructions to the Corporation's proxies in connection with the counter-motions given below.
You can endorse counter-motions that are exclusively aimed at rejecting the motion of the management by instructing to vote "no" to the management's motion for resolution in the respective agenda items. Counter-motions that do not just reject the motion of the management altogether, but which are aimed at bringing about amended resolutions, are identified below using letters. To issue instructions to the Corporation's proxies for the event that the counter-motions identified using letters are put forward for approval at the shareholders' meeting, please also indicate your vote by checking the box / clicking on the check box next to the letter of the counter-motion on your voting instructions form / in the Internet dialog.
If a counter-motion which you wish to vote on is identified differently in the list below, please enter this manually on the voting instructions form in one of the four fields provided specifically for this purpose and check the relevant box to indicate your vote. The voting instruction options in the Internet dialog will be automatically amended accordingly.
If you are using your voting instructions form to issue instructions to a bank or shareholders' association (or a person or association that has a status equal to banks pursuant to § 135 or pursuant to § 135 AktG in conjunction with § 125 (5) AktG, each in conjunction with § 20 Introductory Act of the Stock Corporation Act (EGAktG) as amended by the Act Implementing the Shareholder Rights Directive (ARUG)) and wish to have your voting rights also exercised on any of the counter-motions identified with letters (or identified differently), please verify beforehand not only whether and on what conditions the proxy is prepared to represent your voting right, but also, if relevant, to what extent the proxy is also prepared to represent your voting right also in connection with the counter-motions concerned.
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Last update: November 06, 2009
The Shareholder Bernd Reichel, Hanover, has submitted the following counter-motion on item 1 on the agenda:
"[…] Therefore, I reject this proposal and recommend other shareholders to vote against it and suggest that the Supervisory Board, Board of Management, employees, works council members and Verdi get down to work and start thinking about how to retain more customers. […]"
The Shareholder Karlheinz Kensch, Aalen has submitted the following counter-motion on item 1 on the agenda:
"[…] as a shareholder of the company and with reference to §§ 125 and 126 of the German Stock Corporation Act (AktG), I will propose the following counter-motion at Deutsche Telekom AG’s extraordinary shareholders’ meeting on November 19, and will call upon the shareholders in attendance to support my motion.
The following is being presented for resolution: The Spin-off and Take-over Agreement concluded on September 3, 2009 with T-Mobile Deutschland GmbH with its registered offices in Bonn. The planned/concluded agreement contains under item 3.1 the provision that "any and all tangible and intangible fixed assets, shown both as assets and liabilities, including contractual relations and other legal relations and legal positions of any kind, receivables and liabilities, uncertain liabilities, potential liabilities and future and conditional receivables and liabilities for which the legal basis has already been created, irrespective of whether these must or may be recorded in the balance sheet or have actually been recorded in the balance sheet" shall be transferred unless expressly exempted from the transfer. Item 5 of the agreement then specifies that Deutsche Telekom shall receive a new share in T Mobile Deutschland GmbH of EUR 980,000,000.
Grounds include the health risks to humans and animals, as well as damage to vegetation as a result of the HF transmission technologies used, such as microwave radio, mobile communications, DECT, WLAN, etc.
Although cell phone manufacturers recommend that their devices are not used in buildings or at locations with "poor" reception, such safety information and warnings found in the cell phone descriptions are not heeded when it comes to aggressive sales - on the contrary; the focus now with "home zone" agreements is to sell customers these dubious communications technologies, planned and developed for "outdoor use," as a replacement for their existing fixed-network lines.
Although DETAG is aware of the patents (Siemens DECT DE 103 45 529 B3 2005.04.14 and Swisscom WLAN WO 2004/075583 A1) and the explanations they include of the health risks of these technologies, which resulted in the granting of "new, reduced-radiation" technologies, DETAG and T Mobile continue to sell phones featuring the "old" technology without mentioning the "reduced radiation" of devices manufactured under the patents.
Some of these health risks and damaging effects have been known to DETAG for decades:
Ecolog Institut for T-Mobile 2000: http://www.ecolog-institut.de/fileadmin/user_upload/Publikationen/MOBILFUNK_2000_T-Mobil_incl_E.pdf
Warnings from the Federal Office for Radiation Protection: http://www.bfs.de/de/elektro/hff
Warnings from Dr. Volkrot: http://www.diewellenbrecher.de/pdf/volkrodtrichtfunk.pdf
Bundesrat notification (document 478/09) on implementing the EU guideline
The following links contain further information:
Ärzte und Mobilfunk ("Doctors and mobile communications"):
Kompetenzinitiative (“Competence Initiative“):
Diagnose Funk ("Mobile diagnoses"):
Real estate value loss: http://www.diagnose-funk.ch/recht/wertverluste/index.html
It is not possible to insure against the risk of damage as, since 2002, insurers refuse to conclude insurance against the risk of claims for compensation resulting from these technologies, on the grounds that such risk cannot be calculated (they also make reference to asbestos and creosote). Internationally, multiple lawsuits have been launched relating to health problems. Several countries, including ones that share a border with Germany, have already specified lower threshold values. Legal rulings in many countries (Germany too) have resulted in the prevention or dismantling of some transmitters, including transmitters belonging to DETAG.
This potential for claims for damages in the future reveals a massive deficiency in the agreement, as it contains no provisions relating to this matter. In particular, the agreement contains no risk provisions for future claims for damages, no regulation on indemnity from liability vis-à-vis end customers, and no indemnity from liability vis-à-vis landlords who provide buildings or parts of buildings for antenna sites or who rent property to Deutsche Telekom or T Mobile.
These risks are uncertain and unacceptable, and are being completely ignored. Furthermore, a review must be carried out to determine whether it is even permissible to transfer the existing, functioning, wired nationwide network coverage infrastructure - which is embedded in legislation and originates from the days of Deutsche Bundespost (state-owned and funded at least partially by tax money) - in its entirety to T Mobile, which is designed purely for maximizing profit. There are concerns that the wired infrastructure will neither be maintained in future on cost grounds nor be switched over to fiber optic cable but, instead, that it will be replaced by further mobile solutions that are damaging to health (see above). In the event of damage being sought, the lack of risk provisions and indemnity from liability at T Mobile would result in insolvency, and the victims will not receive any compensation. The destroyed wired infrastructure will then have to be rebuilt out of the general public's pocket.
Therefore, I reject this proposal and recommend other shareholders to vote against it and suggest that the Supervisory Board, Board of Management, and employees get down to work and make the relevant modifications to the agreement (risk provisions for T Mobile or its indemnity from liability).[…]"
The Shareholder Franz Simon Haider, Ratingen, has submitted the following counter-motion on item 1 on the agenda:
" […] as a shareholder of the company and with reference to §§ 125 and 126 of the German Stock Corporation Act (AktG), I will propose the following counter-motion at Deutsche Telekom AG’s extraordinary shareholders’ meeting on November 19, and will call upon the shareholders in attendance to support my motion.
1. The motion to merge the two business units, T-Home and T-Mobile Deutschland, is far too complicated and is not suitable for forward-looking, positive business development. I therefore call upon the Board of Management and the Supervisory Board to convene a new extraordinary shareholders' meeting based on a significantly simpler motion.
2. According to 1.6 of the existing motion for the shareholders' meeting, the redefined T-Home business area as set out in the Spin-off and Take-over Agreement does not include the Products and Innovation unit according to the organizational structure in place as of July 1.
Under a responsible business strategy for T-Home, responsibility for Products and Innovation as an integral part of an organization should fall completely within in the T-Home organizational structure.
3. I have analyzed the development of Deutsche Telekom's business over several years with the conclusion that the Group's problems have always arisen from an overly complication organization, and that the company is not able to gain the commitment of its employees or convince them regarding a unified direction or strategy, or to leverage their full potential - see e mail concept, see problems in the United States, in the UK and in Poland. This means that Deutsche Telekom's problems do not lie in its organization but, instead, in the motivation of employees, above all in the Product Development department and the Innovation department.[…]"