Counter-motions and nominations for election to the Shareholders' Meeting of Deutsche Telekom AG on May 3, 2007 in Köln, Germany.
The calling of the Corporation's shareholders' meeting and the management's motions for resolution were published in the electronic Federal Gazette on March 23, 2007. Counter-motions and/or nominations for election have been sent to the company at the address stipulated in the convocation. Insofar as the counter-motions and nominations for election submitted are to be included on the agenda, we list them here, including the name of the respective shareholder and any reasons given:
(Last update: April 20, 2007)
The shareholder, Rudolf Peckel, Mönchengladbach, proposed the following counter-motions on items 3 and 4 of the agenda:
"Re: shareholders' meeting on May 3, 2007
Motion to the shareholders' meeting.
Proposal to all shareholders!!
Do not approve the actions of the Supervisory Board and the Board of Management!!
Reasons for this proposal:
1.) Lack of action to slow customer desertion.
2.) Lack of action to cushion build-up of poor image in the media. This has a considerable impact on the T-Share price.
3.) Poor commercial conduct. Clearly incorrect bills should, according to the principles of an honest business, be cancelled immediately with no ifs and buts, and prepared again correctly.
The customer is not a bondsman, nor is he a credit institute for Deutsche Telekom.
4.) Mr. Obermann and his vassals should be dismissed immediately due to points 2 and 3; reason: failure to take appropriate measures.
5.) Motion to appoint a new Board of Management that has not risen through the ranks of Deutsche Telekom, but should be brought in from the service sector or industry. They know what customers generally expect from Deutsche Telekom.
The shareholder Klaus Henseler, Cuxhaven, proposed the following counter-motions on items 3 and 4, and the following nomination on item 5:
"Counter-motions for the 2007 DTAG shareholders' meeting
1. On item 3 of the agenda (approval of the actions of the Board of Management)
I hereby propose
that the actions of the Member of the Board of Management responsible for Finance, Dr. Eick, not be approved
as he does not perform or only inadequately performs his duties of supervising subordinate company units.
The Lübeck Branch Office is not capable of billing a customer correctly. This has led to damage (processing expense) to the company that can no longer be justified. The Lübeck Branch Office is not capable of managing direct debit orders properly. This is not a random isolated incident at the Lübeck Branch Office, but a "system error" that requires unnecessary and costly further processing. Furthermore, it cannot be ruled out that customers become so annoyed that they will chose another provider.
As Deutsche Telekom also debited my account with an amount, despite the fact that I had cancelled the direct debit authorization, that may have been allocated to an invoice (I only receive an invoice every now and then), it cannot be ruled out that financial controls are either not in place or are inadequate and that there was a breach of internal regulations that no doubt exist.
This appears to be a long-term problem at the Lübeck Branch Office, where the management is not capable of working properly. Customer care by constantly changing and therefore uninterested employees at the random "call and write centers" is – I have found a North-German problem, so it may be worth checking whether the manager responsible for Northern Germany is out of his depth.
I hereby propose
that the actions of the Member of the Board of Management responsible for Human Resources, Dr. Eick, not be approved as he does not perform or only inadequately performs his duties of supervising subordinate company units and he is either not willing or capable of developing/commissioning the development of HR systems that increase the qualification levels of the employees.
The complaints about the low quality the employees are certainly a major reason why Deutsche Telekom's customers are changing provider and revenue market shares are being lost. If the lack of service-oriented behavior is not remedied - and that is one of the most important tasks of the Chief Human Resources Officer – it cannot be ruled out that customers who are also shareholders in the company will submit masses of motions to the shareholders' meeting to complain about the inadequate quality of the employees. This would be their right as shareholders and as customers, but it would no doubt also hamper the Board of Management's reporting on business developments.
2. On item 3 of the agenda (approval of the actions of the Supervisory Board)
I here propose
that the actions of the Supervisory Board not be approved as it does not appropriately perform its duties of supervising the Board of Management, in particular the member responsible for Finance.
As under point 1
3. On item 5 of the agenda (appointment of the independent auditor)
An independent auditor is to be appointed that has not previously been used, as the current independent auditor seems not to have audited the Hanover and Lübeck Branch Offices properly in the past and is therefore not suited to auditing the financial statements.
March 27, 2007"
The shareholder Prof. Dr. Kuno Rechkemmer, Stuttgart, proposed the following counter-motion on item 3 of the agenda:
"Counter-motion for agenda item: Approval of the Board of Management’s actions
The actions of Dr. Eick, Member of the Board of Management, are not approved.
Deutsche Telekom is the owner of the former main post office plot in the center of Heilbronn. 4,360 m2 of office and commercial space has been standing empty on this plot for years – and this at an ideal business address in the town center. Irrespective of that, Deutsche Telekom has rented new space at great expense within walking distance. For more than five years, Initiative Allee/Titotstrasse has made Dr. Eick, Member of the Board of Management responsible for real estate management, aware of this unacceptable situation.So far, however, only internal reorganizations have been undertaken. Dr. Eick is evidently not capable of solving this comparatively simple problem. The losses ensuing for Deutsche Telekom and its shareholders are enormous. Not only is approval for Dr. Eick's actions withheld therefore, but he is also to be held personally liable under the provisions of §93 of the German Stock Corporation Act for the damage he had caused.
Prof. Dr. Kuno Rechkemmer
c/o Initiative Allee/Titotstrasse, Heilbronn"
The shareholder Klaus Thiessen, Rüsselsheim, proposed the following counter-motion on item 6 of the agenda:
“Motion on item 6 on the agenda.
The shareholder’s meeting should vote against
“The resolution authorizing the Corporation to purchase and use its own shares with possible exclusion of subscription rights and any right to purchase.”
Since Deutsche Telekom AG is not a financial institution, its business does not include trading with securities or its own shares. This absurdity which has been common practice at Deutsche Telekom for years now always leads to a reduction in assets (cash) and liabilities (shareholders’ equity) as soon as the shares are redeemed(destroyed). A theoretical share price gain does therefore not result since the corporate value (carrying amounts) decreases due to the purchase and associated destruction of shares.
It is better to use funds earmarked for this purpose to further repay liabilities or add them to the total dividend (higher dividends). This can improve the rating or boost/provide downside protection for the share price.
The shareholder Peter Steil, Fernwald, proposed the following counter-motion on item 9 of the agenda:
- Motion A -
as a shareholder of Deutsche Telekom AG (shareholder number 0037496256) I intend to propose the following counter-motion on item 9 of the agenda of the 2007 Shareholders’ Meeting:
I propose to elect Mr. Peter Steil, Fernwald, teacher in the state of Hesse, as a member of the Supervisory Board of Deutsche Telekom AG.
Mr. Steil is not a member of any other Supervisory Board to be created under legal statute.
With the election of Mr. Lawrence H. Guffey, the US financial investor (“locust”) Blackstone would gain a higher level of influence on the business policy of Deutsche Telekom AG. Under no circumstances would this be in the interest of the other shareholders, the customers and the employees of Deutsche Telekom AG."
The shareholder Klaus-Peter Nischke, Bad Schwalbach, proposed the following counter-motions on items 3 and 4 of the agenda:
"Counter-motion for the 2007 shareholders’ meeting
For the shareholders' meeting, I hereby propose (A) to have a separate vote on the approval of each Supervisory Board and Board of Management member's action for the 2006 financial year. In the event of separate votes, I hereby propose that (B) the actions of Mr. Ricke (former Chairman of the Board of Management) and Mr. Zumwinkel (Chairman of the Supervisory Board), Mr. Schröder (Deputy Chairman of the Supervisory Board), Mr. Sommer (member of the Supervisory Board), Mr. Wegner (member of the Supervisor Board) not be approved. In the event that there are no separate votes, I hereby propose (C) that the actions of the Board of Management and of the Supervisory Board not be approved.
Reasoning: Deutsche Telekom is certainly a company with great technical expertise and high potential. As a Deutsche Telekom customer, however, I have to observe that the processing of customer orders is such that the internal organization of the company seems to be completely ramshackle and the company's relationship with its customers appears to be disastrous (see below: "Chronicle of an order process: From relocation to Internet block"). The case described is for me the fourth incident (of four change orders since 2000) of order process problems at Deutsche Telekom. The motions of other shareholders for the shareholders' meeting and talks with friends and acquaintances suggest that many other people have had negative experiences with our company.
I have informed the members of the Board of Management and of the Supervisory Board indicated above about this poor state of affairs, some of them on several occasions. I asked them to have the internal actions and processes audited. I cannot say that anything happened and have to conclude that these problems are being tolerated. I am concerned that this and similar incidents will ruin our company. For this reason, I hereby propose that the actions of the aforementioned persons not be approved.
Chronicle of an order process: From relocation to Internet block
June 2006: The order
I intended to move to a different town. Using Deutsche Telekom's telephone hotline I ordered a new line (analog including DSL and a flat rate) for the scheduled date of relocation in August. Upon my request, costs, fees and terms and conditions were confirmed by phone.
Up to this point in time, I only had a pure ISDN line, without DSL or T-Online.
July 2006: Order confirmation
I first received an order confirmation from Deutsche Telekom for the analog line and then, almost three weeks later, another one from T-Online. I was surprised to learn that the charges were much higher than indicated in the sales talk, the hardware was no longer available free of charge, the term of contract was longer and a one-time activation fee was charged. In previous cases, my written complaints to the contacts indicated were completely ignored. This is why I sent my complaint directly to Mr. Ricke.
In parallel, my plans to move house were postponed indefinitely. The employee at the hotline informed me that this was not a problem and that the order would simply be put on hold.
As a response to my complaint, I was called back and the gist of the conversation was that the excess charges compared to those indicated in the sales talk would be refunded and the order date be put on hold indefinitely.
August 2006: Hardware
I received a first "T-Online starter kit" including the relevant access data.
August 2006, original date of relocation. At the originally scheduled date of relocation, the line at my old place of residence stopped working. Presumably, it had been switched nevertheless.
I spoke to the fault desk by mobile phone and was informed that the deactivation of the line could not be stopped. After all, there was only a period of three weeks between the letter and the date of relocation. The re-activation had been entered in the system for the following day. I would be called back by the dispatcher.
The next day, I was not called back by the dispatcher and my line still did not work. In the evening, another employee at the fault desk told me that an analog line had probably been activated at the old place of residence. Now that the reason had apparently been identified, the line was reactivated as an ISDN line. This was at a different rate, however, which could be corrected by placing another call to the hotline.
A few days later, I received a letter from Deutsche Telekom: It was a relocation notification from my old address to the same OLD address(!). Shortly after that, I received a notification of the telephone directory entry at the old address as well as a third letter confirming the product upgrade from an analog to an ISDN line.
As pointed out above, I have not had an analog line up to this point in time.
Again two weeks later, I received a change notification for the data regarding my T-Online number (what could have changed? Previously I did not have T-Online) and an invoice for September showing various line and activation charges.
Due to the aforementioned experience with written complaints, I submitted my objection to the invoice to Mr. Ricke personally.
Again, my complaint at Board level apparently remained unanswered.
Instead, I received a reminder. After speaking to - another new - contact at the hotline, I was informed that my complaint was being processed and I was promised that the reminder would be withdrawn.
A few days later, I was called back by the Mainz branch office, and for the first time I talked to a – as I learnt later on – fixed contact person (Ms.B.). Ms. B. advised me that the T-Online order was completely cancelled with retroactive effect and promised that the costs charged by mistake would be refunded. She confirmed the outstanding amount in writing. In view of the previous problems, she suggested that I subscribe to the special offer "Call & Surf Comfort (analog)" as of my new and now finalized relocation date.
I remitted the outstanding amount and subscribed to the offer (in writing).
One week later, I received the October invoice. In this invoice, I was again charged for the T-Online hardware (which according to the special offer should be free of charge).
In addition, I received a second T-Online starter kit and, for a second time, the T-Online hardware. Another order confirmation for the provision of a EURO-ISDN line arrived at my future place of residence (following my written acceptance of the offer for an ANALOG Call & Surf Comfort line).
Talking to (another contact person at) the hotline, the ISDN line was again switched to an analog line. The employee at the hotline also told me that the line at the old place of residence had not been terminated (quite interesting, because so far I thought I had ordered a relocation service), but that this would be put right.
I was looking forward to a functioning telephone line and Internet access at my new address and even believed that the problem with the incorrect October invoice could be sorted out.
I complained about the October 2006 invoice by fax message (to Ms. B. at the Mainz branch office, hoping that this would work better than addressing it to Mr. Ricke.)
I never received a response. Instead, I was sent a reminder for the October invoice and, at the same time, for the September invoice; a problem I had believed to be clarified.
On October 7 my Internet access stopped working. After talking to several hotlines – I had to call four times – twice at Deutsche Telekom and twice at T-Online – and to a half dozen people, I was told that T-Online was blocked due to the non-payment of invoices.
Apparently, it did not suffice to complain about the incorrect invoices at the Mainz branch office. This is why I sent a third letter to Mr. Ricke indicating the incorrect invoices and requesting to have the Internet block lifted immediately.
Now, Mr. Ricke seemed to ignore my complaints once and for all.
Since I did not get an answer to my letter, I again called the Mainz branch office. My contact person (Ms. B. - wow! I now have a fixed contact person and not constantly changing contacts) told me that apparently I had activated the wrong one of the two T-Online log-ins I had received (i.e., the one for the cancelled order). I was asked to please use the other one. She assured me that this log-in was not blocked and had never been blocked. In addition, I should wait for the next telephone bill. We would then determine the payable amount together on the phone.
In the evening, I tested the Internet access again. None of the two log-ins worked.
The next day, I talked to Ms. B.'s team manager , Ms. M (since Ms. B was absent, on training). The team manager informed me that Ms. B. would never have agreed to the procedure described. However, at least we managed to determine the remaining amount to be paid of the October invoice (i.e., minus the hardware billed incorrectly). Ms. M. promised to have the line unblocked within 1 - 2 days.
One week later (I had already remitted the amount) the line still did not work. According to Ms. M., her colleagues had assured her that the block would be lifted on the same day.
Since this did not work either, Ms. M. advised me that she could not help me any further. She had escalated the problem internally.
A few days later – after a period of three weeks – the line worked again and the invoicing problem was sorted out.
Finally! If possible, I will not change my line ever again.
December 2006: Directory enquiry
I received a call to an unknown woman living in the same town. I first thought the caller had dialed the wrong number. However, I found out that he had received the number (my number) from directory enquiry services.
And, in fact, MY number appears against this lady's entry in the Internet telephone directory.
I left things as they are. My number is still under the wrong name in the telephone directory. After all, I did not want an entry in the telephone directory. However, I do not want to experience the same ordeal as described above again.“
The shareholder Dr. Berthold Rist, Dieburg, proposed the following counter-motion on item 10 of the agenda:
- Motion B-
"Counter-motion to the agenda
Against the proposal of the Supervisory Board, I hereby propose for election to the Supervisory Board:
Dr. Berthold Rist, born on June 29, 1949, residing at Alte Mainzer Landstr. 48, 64807 Dieburg, profession: lawyer and notary public.
I am not currently a member of the Supervisory Boards that must be formed by law.
The shareholder Christoph Lüder, Berlin, proposed the following counter-motions on items 3, 4 and 6 of the agenda:
I hereby submit the following counter-motion on item 3 of the agenda:
The actions of the Board of Management members holding office in the 2006 financial year are not approved for this period.
I hereby submit the following counter-motion on item 4 of the agenda:
The actions of the Supervisory Board members holding office in the 2006 financial year are not approved for this period.
Reasons for the counter-motions on items 3 and 4 on the agenda:
The Board of Management and the Supervisory Board are both responsible for the desolate situation and the negative image of Deutsche Telekom AG. As a customer of the company I personally (and my line and DSL line) experienced the poor service when moving in the 2006 financial year, the horrific stories of which I had previously belittled. As a result of my experiences with the call center staff and outsourced service technicians, I terminated the contract with Deutsche Telekom AG with immediate effect. Instead of admitting their mistakes and trying to win back lost customers, Deutsche Telekom AG follows the strategy of taking legal action and thus wasting even more shareholder money in hopeless legal disputes. The Board of Management and the Supervisory Board are responsible for this (and not the company employees). For this reason the actions of the Board of Management and the Supervisory Board should not be approved.
I hereby submit the following counter-motion on item 6 of the agenda:
Authorization of the corporation to purchase its own shares is to be refused.
Reason: It appears better to invest the company’s cash in the widely publicized service campaign than into its own shares. The shareholders are only too aware of the fact that when purchasing Deutsche Telekom shares, value is destroyed and not created.
The shareholder Dirk Mester, Herford, proposed the following counter-motions on items 3 and 4 of the agenda:
"Herford, April 12, 2007, shareholders’ meeting on May 3, 2007, motion to the shareholders’ meeting.
Proposal to all shareholders!!
Items 3 and 4 on the agenda: The actions of the Board of Management and Supervisory Board are not to be approved!
Reason: Management has no strategy for stopping the loss of customers, making the corporation more competitive and investing in the network infrastructure - to mention only a few points of criticism.
The shareholder Hans-Michael Heber, Straußfurt, proposed the following counter-motion on item 9 of the agenda:
- Motion C -
"Dear shareholders, As a 'shareholder from the very beginning' and long-term DTAG customer I propose to the shareholders’ meeting – contrary to the proposal of the Supervisory Board – for election:
Mr. Hans-Michael Heber, born on September 26, 1971, in Nordhausen, residing at In den Teichwiesen 1, 99634 Straußfurt, married, two children.
Mr. Heber is an electronics technician, wholesale and foreign trade merchant, and has a degree in business administration and public administration. His work includes the auditing of larger and in part state-owned companies. Mr. Heber is currently not a member of any other Supervisory Board that must be formed by law.
The shareholders Anneliese and Otto Brüggemann, Düsseldorf, proposed the following counter-motions on items 3 and 4 of the agenda:
"We recommend that the actions of the Supervisory Board and the Board of Management should not be approved.
Due to their lack of foresight, the Supervisory Board and the Board of Management have failed to prevent the continuing loss of customers."
The shareholder Hans-Jürgen Gaiser, Kirchheim, proposed the following counter-motion on item 2 of the agenda:
- Motion D -
"I hereby submit the following counter-motion on item 2 of the agenda: Resolution on the appropriation of net income:
In order to maintain the company’s long-term competitiveness, I propose investing in employee training and introducing a Group-wide knowledge management system. Half of the net income of EUR 3,160,382,630.24 should be used for this purpose. With 248,000 Group employees, this would mean an average sum of EUR 6,297 for each member of the workforce.
The other half totaling EUR 1,561,776,099.84 should be paid as a dividend of EUR 0.36 per share.
The shareholder Otto Neumann, Schönthal, proposed the following counter-motion on item 3 of the agenda:
I hereby submit the following counter-motion:
Item 3 on the agenda: Approval of the actions of the Board of Management.
I do not approve the actions of the Board of Management for the following reason:
As is well known, DTAG (T-Online) stores call data (IP addresses) for a very long time. Two court judgments have since been issued (AZ.25S118/2005 Darmstadt Regional Court) stating that the call data of flat-rate customers must be deleted immediately. This ruling is legally binding. Correspondence I have had shows however that DTAG, in this case CEO Mr. Obermann, is not willing to implement the ruling. I have since become aware of several thousand DTAG customers that have asked the same of DTAG only to have their request turned down (see Telepolis or Heise Verlag). The result is that many customers will be taking legal action. The Board of Management is therefore willing to conduct hopeless legal disputes with shareholders’ money. DTAG will pay the court and legal fees incurred from its profits, which really belong to the shareholders. This behavior means that the actions of the Board of Management should not be approved.
Schönthal, April 16, 2007,
The shareholder Dr. Wolfgang Philipp, Mannheim, proposed the following counter-motion on item 2 of the agenda:
- Motion E -
"Motion on item 2 of the agenda:
No dividend shall be paid.
The dividend proposal can hardly have been a decision taken freely by the Board of Management. It is likely to have been pushed through by the Federal Republic as the major shareholder to collect around EUR 1 billion for the federal budget.
The proposal by the management is not in the interests of the company or the shareholders:
- The 2006 net income of around EUR 3.160 billion was most definitely not "generated." Income after taxes amounted to only EUR 1.454 billion; the remaining EUR 1.858 billion was taken from reserves: the majority of the proposed dividend was therefore not earned in 2006.
- Income after taxes in 2006 was less than half the figure of 2005. Losses were recorded in the 4th quarter of 2006. In 2007, the Board of Management "aims to again achieve positive earnings" (page 37 of the Deutsche Telekom AG Annual Report) – not exactly a confidence-inspiring forecast.
- Hard times are just round the corner for DTAG with its considerable staff surplus, the resulting inability to charge competitive prices, and the threat of strike.
- The "intangible assets" include considerable valuation risks which the Board of Management itself points out (page 34 of the Deutsche Telekom AG Annual Report).
- The company has corporate income tax loss carry forwards of around EUR 17.2 billion (page 142 of the consolidated Annual Report) and thus the poorest earnings result in the company's 12-year history.
In this situation a dividend cannot responsibly be paid and would mask the seriousness of the situation."
The shareholder Dr. Wolfgang Philipp, Mannheim, also proposed the following counter-motion on item 4 of the agenda:
"Motion on item 4 of the agenda:
The actions of the Supervisory Board are not approved.
By replacing members of the Board of Management, the Supervisory Board sent out the wrong signal in 2006 and disguised the causes of the company's crisis that is now becoming apparent:
The crisis is not the result of misconduct by members of the Board of Management; it is the result of the behavior of the Federal Republic as the company's founder and major shareholder that is endangering its continued existence and damaging to society:
- Instead of holding on to 60,000 surplus employees itself, the Federal Republic foisted them onto the privatized company and destroyed its competitiveness from the outset. This was not immediately apparent due to the company's then continuing position as quasi-monopolist; following the development of full competition, the consequences are devastating. This problem, that remains to this day, is practically impossible for a Board of Management to resolve on this scale.
- That is all the more true when the trade union ver.di with strike leaders who themselves are members of the Supervisory Board of DTAG, threaten the Board of Management with strikes when they try to tackle the problem.
- The company had no equity when it was established (DM 20 billion of pension obligations was not recognized as a liability).
- The Federal Republic topped up its budget by extracting EUR 16 billion (including interest) from the company's coffers – double the capital stock available at the time – merely for an approval of business operations in the form of now practically worthless UMTS licenses. This capital was provided to the company not by the Federal Republic, but primarily by around 3 million retail investors in the course of two capital increases in 1996 and 1999 – and most of it was later lost.
- The Federal Republic has weakened the company financially with excessive dividend demands in the past.
It would have been the Supervisory Board's job to protect the Board of Management and the company by making the major shareholder responsible: Before the company is "run into the ground" by this problem and causes a national crisis – which would be a moment of truth for the major shareholder, too.
The actions of a Supervisory Board that either does not recognize or disguises the causes of a company crisis cannot be approved. Even in the otherwise very restrained FAZ, assessments of the situation our company is in include "poor," "desperation among management and staff," "moving backwards," etc. The problems faced by this company cannot be resolved without an unrestricted investigation of the causes, without protecting individuals or institutions."
The shareholder Werner Krah, Fulda, proposed the following counter-motion on item 3 on the agenda:
"Counter-motion on item 3 on the agenda:
(formal approval of the actions of the members of the Board of Management)
It is hereby proposed that the actions of the members of the Board of Management for the 2006 financial year not be approved.
T-Com is currently struggling with major problems in terms of service and the provisioning of new services. This goes hand in hand with large numbers of Deutsche Telekom customers defecting to the competition.
The reason is disproportionate staff reductions, combined with ever-recurring reorganization measures that prevent Deutsche Telekom employees from doing their actual work.
In addition, the irresponsible measures taken by the Board of Management, together with the outright breach of promises made, virtually force Deutsche Telekom employees to defend themselves, which ultimately may include strikes. These justified defense measures on the part of Deutsche Telekom employees may cause the company financial losses. This is attributable to the Board of Management's actions.
From this perspective, too, the Board of Management is acting irresponsibly.
It is hereby proposed that the Board of Management's actions not be approved and that its members be discharged of their tasks without receiving any severance pay. In addition, it is proposed that recourse be sought from the members of the Board of Management.“
The shareholder Werner Krah, Fulda, proposed the following counter-motion on item 4 on the agenda:
"Counter-motion on item 4 on the agenda:
(Resolution on the approval of the actions of the members of the Supervisory Board).
The actions of the individual members of the Supervisory Board shall be approved individually in accordance with § 120 (1) of the German Stock Corporation Act. The actions of the members representing the shareholding bank on the Supervisory Board shall not be approved.
The Supervisory Board did not fulfill its task of acting to the benefit of the company, because the continued workforce reduction and the introduction of T-Service planned by the Board of Management and approved by the Supervisory Board will continue to drive increasing numbers of existing customers to competitors.
This being so, the Supervisory Board also failed in its role of checking the actions of the Board of Management. The downsizing and penny-pinching policy will damage the company and, as a result, burden the future development of the T-Share price in the medium and long term.
The capital market has already expressed this opinion in the form of a stagnation of the T-Share price. The share price is clearly behind the trend that can be observed at other European global players in the industry. In this context, the Supervisory Board is also responsible for the misguided policies of the Board of Management.
With regard to the human resources policy in particular, the members of the Supervisory Board representing the shareholders, including those representing the Federal Republic of Germany, support the decision of the Board of Management or can only push it through with the double voting right of the Chairman of the Supervisory Board (uncommon in most supervisory boards comprised equally of employee and shareholders' representatives!).
The actions of the members representing the shareholders on the Supervisory Board, above all the actions of the Chairman and of those members representing the Federal Republic of Germany, should not be approved."
The shareholder, Norbert Gorinski, Hanover, proposed the following counter-motion on item 3 of the agenda:
"I hereby submit the following counter-motion on item 3 of the agenda:
Approval is withheld for the actions of the Chairman of the Board of Management René Obermann.”
The shareholder Cord Brockmann, Soltau, proposed the following counter-motions on items 3 and 4 on the agenda:
I am a retail investor and propose the following counter-motions.
Motion: The actions of the Board of Management are not approved.
Reasoning: The Board of Management is not capable of providing me with a written and competent answer to my letter of Jan. 12, 2007 although the entire proposal contributed to increasing revenue; in other words, suggestions made free of charge are ignored.
By contrast, the company is currently running advertising that can fairly be described as idiotic, I feel, and is a waste, once again, of millions of euros.
I repeat the letter you have already received:
29614 Soltau, Jan. 12, 2007
Deutsche Telekom AG
Group CEO Rene Obermann
Customer no. 1470313648,
With reference to your advertising for the full-package DSL 6000 line, question by e-mail dated Dec. 28, 2006 and question by telephone on Jan. 12, 2007
Dear Mr. Obermann,
As a customer and in particular as a retail investor (ca. 2,000 shares), I am disappointed by the aforementioned advertising.
This advertisement promises more than it delivers and I would therefore like to ask you not simply to throw my concern away, but to deal with it.
I would like to contribute to improvement and ask that you accept my suggestion as described in the e-mail, i.e. that customers should be offered a discount of, I think, Between 15 and 20 percent in areas where 6000 lines are not currently available – our competitors do not sleep.
That is why I myself am a customer of AOL and Tele2, as your predecessor Mr. Ricke was not capable to stopping the migration of customers either.
I would be happy to shake your marketeers awake, because at the moment I think these ladies and gentlemen are sleeping on the job.
The service I received on the telephone today was less than satisfactory. The customer advisor Ms. Walter of Stuttgart was nice and friendly enough, but not competent. (Fault of her superiors)
Dear Mr. Obermann, I hope I have contributed to more successful advertising and am then able to approve the actions of you and your Supervisory Board.
Now I recommend you get to work.
Motion: The actions of the Supervisory Board are not approved.
Reasoning: The excessive Supervisory Board remuneration is incompatible with the German stock corporation law (Aktiengesetz). It leads to a dependent relationship, rendering it impossible to monitor the Board of Management objectively, assuming, for example, the salaries of Board of Management members be based on performance rather than revenue or the level of the dividend.
The hourly remuneration of a member of a supervisory board may not exceed that of the President of the Federal Audit Office.”
The shareholders Dr. Rudolf und Margot Klee, Dormagen, propose the following counter-motion on item 3 on the agenda:
"Counter-motions for the 2007 DTAG shareholders’ meeting
Counter-motion on 3: Resolution on the approval of the actions of the members of the Board of Management for the 2006 financial year.
It is proposed that the Board of Management's actions not be approved on account of conduct damaging to business.
Reasoning: Deutsche Telekom’s service has been criticized repeatedly from various sides and is to be improved according to the Board. This has not happened. There are an increasing number of angry customers that have cancelled or intend to cancel their contracts due to their infuriation with Deutsche Telekom’s behavior.
Shareholder Klee’s case is outlined below as an example.
A contract for a T-ISDN xxl line with TDSL, which later became T-ISDN xxl Sunday, was held in the name of Dr. Rudolf Juergen Klee since September 25, 2001. NOTICE PERIOD 1 month
On Jan 29, 2007, the following notification was received: the T-ISDN xxl Sunday rate is no longer offered and will be terminated on April 10, 2007 and switched over to Call XXL/T-ISDN simultaneously. You will enjoy numerous benefits for just EUR 1.72 more. If you do not agree with the switch, you must submit your objection by March 16, 2007.
An objection to the switch was sent in writing on February 5, 2007 as there were no obvious benefits for the customer. There was no reaction until mid-March. A telephone call from Deutsche Telekom was received in mid-March. The customer was requested to agree to switching to another rate. On the telephone, the customer requested that the previous contract be maintained and in the event that this was not possible, a written response to the objection be sent in writing to enable experts to assess the legitimacy of the procedure. The customer stated that they may have to consider cancelling the contract.
Deutsche Telekom responded in a letter dated March 17, 2007: Your order of March 16, 2007. We have received your letter cancelling your T-Com line and will terminate your contract with effect from April 10, 2007. A letter of objection was sent as the customer had not given notice of termination, which is, incidentally, only possible in writing anyway. In another letter sent by the customer on March 22, 2007, the matter was explained once again in detail as an objection. Final sentence: I request you to leave the previous contract as it was. If you are of a different opinion and insist upon changing the contract, please send me a written statement. Deutsche Telekom did not react.
On April 11, 2007, it was discovered that the line had been disconnected following failure to comply with the notice period of one month. This was a dangerous disruption to communication. The contact required for constant communication with a seriously ill 96 year-old mother was not possible. It was not possible to contact doctors in the event of a suspected heart attack. The emergency numbers 110 and 112 could not be called. On April 12, 2007 the TDSL line for Internet communication was also disconnected.
Numerous telephone calls had to be made to gradually restore communication. The original main telephone number was still not connected after 8 days. Outside contact was blocked. Diverse information was also sent by Deutsche Telekom about new contracts that had been concluded and would become legally valid without objection within 14 days. No reaction was received concerning the adversary proceedings.”
Conclusion: Dangerous measures are implemented in an inconsiderate manner without any legal foundation. Such behavior by employees can only be explained by inadequate leadership qualities of superiors. The Board of Management is ultimately responsible for this. Customers that have to suffer similar circumstances will leave Deutsche Telekom to the detriment of its shareholders.
Dr. Rudolf Klee"
The Shareholder, Tilo Kießling, Dresden, proposed the following counter-motion on item 2 of the agenda:
- Motion F -
I hereby submit the following counter-motion on the Board of Management’s proposal on the appropriation of net income:
- Payment of a dividend of EUR 0.71 per no par value share carrying dividend rights.
- The EUR 43,382,252.77 less required as a result is used as follows:
a) To renovate and use the Dresden TV tower as a tourist attraction with an observation deck and restaurant
b) As trust capital for a non-profit foundation responsible for maintaining technical equipment and buildings (TV towers) and enabling the public to use these.
- The shareholders’ meeting decides on the appropriation of net income pursuant to §119 of the German Stock Corporation Act (Aktiengesetz). Under §19 (4) of the Articles of Incorporation of Deutsche Telekom AG, the shareholders’ meeting is entitled to decide on a form of appropriation other than distribution among the shareholders.
- Deutsche Telekom AG epitomizes the history of telecommunications in Germany. It has both a special responsibility to uphold this history by maintaining buildings and technology for the public and a special opportunity to combine this task with improving its reputation.
- The Deutsche Telekom Group owns the Dresden TV tower. Renovation work of approx. EUR 5 million is required to make the observation deck and tower restaurant suitable for use by the public. Deutsche Telekom’s refusal to make this tower accessible is a permanent and regularly discussed source of irritation for the people of Dresden and reflects badly on the company’s reputation.
- The amount remaining from the reduction of the dividend per share and the costs for the Dresden TV tower should be put into a new non-profit foundation."
The shareholder Reimund Homann, Hamburg, proposed the following counter-motion on item 9 on the agenda:
- Motion G -
Dear Sir or Madam,
As a shareholder of Deutsche Telekom AG (shareholder number 0026429557) I hereby submit the following counter-motion on item 9 of the agenda of the 2007 shareholders’ meeting:
I propose that Diplom-Kaufmann Reimund Homann, Hamburg, be elected as a member of the Supervisory Board of Deutsche Telekom AG.
It can be assumed that in past years the Supervisory Board did not carry out its actions with enough stringency. In the event of my election as member of the Supervisory Board I intend to control the Board of Management more strictly and focus (but not exclusively) on the following issues:
- Reducing the remuneration of the Board of Management in favor of the employees and shareholders
- Implementing customer-friendly service
- Increasing the company’s innovativeness
Diplom-Kaufmann Reimund Homann is currently not a member of any other Supervisory Board that must be formed by law.
The shareholder Hagen Stanek, Aidlingen, proposed the following counter-motion on item 4 on the agenda:
"Counter-motion to item 4 on the agenda of the 2007 shareholders' meeting:
In the hope that other shareholders feel as I do and we thus manage to attain the requisite minority stipulated in § 120 (1) sentence 2 of the German Stock Corporation Act (AktG), I would like to propose a separate vote on the approval of the actions of the Supervisory Board member Lothar Schröder.
I would allege that Mr. Lothar Schröder, by encouraging or threatening that staff strike, has done significant damage to the Company and to me also. By so doing, he has substantially exceeded his powers under AktG §111 (1) and, in my opinion, made the Board of Management’s job incredibly more difficult.
I only represent 26,000 shares and - this is why I can only hope for the minority rule to apply; however, I expect that other shareholders will also want to see the actions of the Supervisory Board member not approved and Mr. Schröder discharged where possible.”
The shareholder Kornelia Dubbel, Grevenbroich, proposed the following counter-motion on item 3 on the agenda:
Item 3 on the agenda:
Approval of the actions of the members of the Board of Management for the 2006 financial year
The actions of the Board of Management shall not be approved for the 2006 financial year.
The actions of the Board of Management should not be approved for the 2006 financial year, in particular due to its human resources policy and unsuccessful capital market strategy (item 3). The Board of Management has again decided to reorganize the staff and structure of the company for the umpteenth time. The goals of the reorganization measures communicated by the Board of Management will result in drastic cuts in pay and benefits for tens of thousands of employees. The workforce is being made to pay the price for management’s wrong decisions. This creates uncertainty, fear and demotivation among staff. The employees of Deutsche Telekom, however, are the means of achieving the company's most important goal – improved service and satisfied customers!
The Board of Management’s treatment of its workforce did not and will not help it achieve these goals.
In addition to the above, the Board of Management also failed in the following areas in the 2006 financial year:
· Improvement of the Deutsche Telekom share price performance
The Deutsche Telekom share price did not manage to follow the positive trend of the share indexes in Germany and Europe. The poor performance of the Deutsche Telekom share compared to those of its competitors means that Deutsche Telekom is increasingly seen as a potential takeover target for competitors or financial investors.
· Slow down or stop customer losses
The declared goal of slowing down customer losses was not attained. It is becoming increasingly apparent that it is not first and foremost the price, but the at most average service quality that makes customers change providers. Many customers are prepared to pay more for service if they receive a corresponding quality of service in return. And it is this level of quality that Deutsche Telekom obviously cannot provide. One of the main reasons behind the lack of quality is the considerable inefficiency of IT processes. These problems have been known for years and have still not been resolved.
Furthermore, the job cuts carried out and intended in the service area and the sale of customer relations facilities, such as call centers, have impaired the company's ability to deliver service quality.
· Growth-driving acquisitions in Germany and abroad
The telecommunications markets in Europe, Asia and the United States are in a consolidation phase. Strategic acquisitions will ensure growth and profit for competitors. Deutsche Telekom, however, misses out on good opportunities, in particular in the Eastern European market. By selling investments, Deutsche Telekom weakens the Group's position further.
· Launch of T-Home
The launch of T-Home was to be marketed in connection with the FIFA World Cup in Germany. This was well-chosen timing. It would have been a unique opportunity. However, T-Home was not launched until the fall of 2006. The customer figures envisaged were apparently not reached at any point in 2006. And customers' interest was not aroused with the aggressive marketing efforts that were required. After all, T-Home is a strategic product of enormous significance for the marketing of broadband DSL infrastructure and the new optical fiber networks. Again, Deutsche Telekom did not succeed in differentiating itself from the competition with an innovative offering.
· Harmonization of Group-wide IT systems
Many problems with customers and system convergence is attributable to the heterogeneous IT environment in the Deutsche Telekom Group. The Group operates countless IT systems and the insufficient interfaces between the individual systems cause problems, which crop up in the maintenance and administration of customer relationships and day-to-day business routines. The friction losses attributable to the heterogeneous IT environment within the Group have been known for years and were neither eliminated in 2006 or before."
The shareholder Kornelia Dubbel, Grevenbroich, proposed the following counter-motion on item 4 on the agenda:
Item 4 on the agenda:
Approval of the actions of the members of the Supervisory Board for the 2006 financial year
The actions of the individual members of the Supervisory Board shall be approved individually.
The actions of the members representing the employees on the Supervisory Board shall be approved for the 2006 financial year.
The actions of the members representing the shareholders on the Supervisory Board shall not be approved for the 2006 financial year.
According to various press reports in the 2006 financial year, the Supervisory Board of Deutsche Telekom discussed staff restructuring and downsizing by reorganizing and selling off locations in a controversial manner. Whereas the members representing the shareholders on the Supervisory Board supported the further reduction of staff and the selling of locations, the members representing the employees on the Supervisory Board rejected this proposal. The Board of Management and Supervisory Board’s preparations and strategic focus of the 2006 financial year culminated in the Supervisory Board deciding on Feb. 28, 2007 to support the restructuring of the Group with “T-Service“.
The members representing the employees on the Supervisory Board rejected the plan.
The members representing the employees have been substantiating their position for months now. The have put forward arguments underlining the fear that “T-Service“ and the sale of more call centers would result in further job losses and worse conditions for employees. This has made employees extremely insecure and demotivated. And this in turn results in poor customer service.“
The fear is that the Group strategy supported by the members representing the shareholders on the Supervisory Board is aimed at writing off the customers already lost and preparing the loss of further tens of thousands of customers. The units the Board of Management and shareholders are focusing on are the very units responsible for establishing and maintaining customer relations.
With its strategy of selling locations and its “T-Service“ restructuring program, Deutsche Telekom might as well file for bankruptcy now, as, in doing so, the company is setting itself up for further customers losses instead of taking essential measures to counteract the problem.
As there are various points of view on the strategic focus in the human resources and customer service areas among the members of the Supervisory Board representing the shareholders and those representing the employees, the actions of the members of the Supervisory Board must be voted on separately.
The management’s proposal to approve the actions of the members representing the shareholders on the Supervisory Board should not be upheld. The actions of the members representing the shareholders on the Supervisory Board should not be approved.
The management’s proposal to approve the actions of the members representing the employees on the Supervisory Board should be upheld. The actions of the members representing the employees on the Supervisory Board should be approved.”
The shareholder Werner Krah, Fulda, proposed the following counter-motion on item 2 on the agenda:
- Motion H -
"Counter-motion on item 2 on the agenda:
(Resolution on the appropriation of net income)
It is hereby proposed that a dividend of EUR 0.30 per share be paid.
The funds released thanks to this reduction could be used to cancel the T-Service plans and launch a service drive with the provision of additional staff capacities within T-Com.
T-Com is currently struggling with major problems in terms of service and the provisioning of new services. This goes hand in hand with large numbers of Deutsche Telekom customers defecting to the competition.
The reason is disproportionate staff reductions, combined with ever-recurring reorganization measures that prevent Deutsche Telekom employees from doing their actual work.
Deutsche Telekom employees are now only concerned with the organization and with learning new working processes; the customer loses out and simply gets in the way of the reorganization measures.
There has to be an urgent change in the thinking at Deutsche Telekom; the focus has to really be put on the customer. This needs more well trained staff who are adequately paid."
The shareholder Karin Schreckenberg, Brilon, proposed the following counter-motions on items 3 and 4 on the agenda:
“Counter-motion on items 3 and 4 on the agenda of the 2007 shareholders’ meeting
I hereby propose to the shareholders' meeting that the actions of the Board of Management and Supervisory Board not be approved.
Reasoning: Deutsche Telekom is certainly a company with great technical expertise and basically high potential.
However, the service structures are in a sorry state. In past months our company, as a Deutsche Telekom customer, has had the unpleasant experience that nothing works in customer service (e. g. despite innumerous calls, faxes, etc. and promises, we have not yet been called back since December 14, 2006 and the matter has not been resolved). That our experience is not an isolated one is evidenced by the various counter-motions submitted and accounts from friends and acquaintances.
It is a sad development that the Board of Management of a communication company is destroying internal and external communication by cutting off functioning call numbers and replacing them with non-functioning group numbers and ridiculous overflow plans, and drastically reducing internal and external availability, e.g., call centers can no longer put you through to the back-office.
By closing hundreds of T-Punkt shops and cutting thousands of qualified staff, the Board of Management has destroyed competent customer relations.
There have been no responses even to complaints submitted to the Board of Management, so it must be assumed that they are not concerned.
The enormous number of 2 million lost customers speaks for itself. If the Board of Management does not grasp that customers are the company’s assets, they should not be at the helm of this company.”
The shareholder Matthias Wagner, Leingarten, proposed the following counter-motions on items 3 and 4 on the agenda:
“Counter-motion regarding items 3 and 4 on the agenda: Approval of the Board of Management’s actions and Approval of the Supervisory Board’s actions, shareholder number 0007792288
I hereby put forward the motion that the actions of the members of the Board of Management and Supervisory Board are not to be approved.
Several years ago, the author of the motion provided Deutsche Telekom (especially DeTeFleet) with tried and tested industry solutions for reducing the fuel consumption of its vehicle fleet on a large scale.
The company has not made any visible move to date to leverage this potential or at least objectively test the proposed solutions. The Board of Management or its executive office has not yet even managed to comment on the proposals.
It is a highly political issue to see how Deutsche Telekom deliberately wastes resources this way, harms the climate and, on top of this, makes shareholders pay the piper!
I therefore propose that the shareholders’ meeting does not approve the actions of the members of the Board of Management. The same also applies to the members of the Supervisory Board who have been accepting DeTeFleet’s apathy in this respect (even if they are unaware of this).
Against this background, the waste of funds in connection with the real estate management of the former post office complex in the city of Heilbronn appears to be only the tip of the iceberg.”
The shareholder Franz-Josef Grawe, Lippstadt, proposed the following nomination on Item 9 on the agenda:
- Motion I -
"Dear Sir or Madam,
As a shareholder of Deutsche Telekom AG (shareholder number 0010046713)
I hereby propose the following counter-motion on item 9 on the agenda of the 2007 shareholders’ meeting:
I propose to elect Karin Schreckenberg, Brilon, as a member of the Supervisory Board of Deutsche Telekom AG. Mrs. Schreckenberg has several years of experience managing a business company.
Karin Schreckenberg is not a member of any supervisory boards that must be formed by law or of comparable domestic or foreign supervisory bodies of commercial entities.
Mrs. Schreckenberg now has many months’ experience of unsatisfactory service as a customer of Deutsche Telekom AG. For this reason, Mrs. Schreckenberg is the ideal person to represent the interests of numerous customers who are not suitably looked after by Deutsche Telekom AG.
The shareholder Kornelia Dubbel, Grevenbroich, proposed the following counter-motion on item 2 on the agenda:
- Motion J -
Item 2 on the agenda:
Appropriation of net income
The proposal from the Board of Management and Supervisory Board to appropriate net income is hereby not approved.
I hereby propose that the shareholders' meeting set the dividend at EUR 0.60 per share carrying dividend rights.
By paying out just under 99% of net income in the form of a dividend, the company is foregoing substantial reserves for urgently needed strategic and infrastructure investment. This failure to invest undermines the company’s growth opportunities and, in turn, the prospects of share price gains and future attractive dividend yields. Paying out virtually all of net income for the 2006 financial year only serves to satisfy shortsighted returns and is not geared in any way to the sustainability and well-being of the company DTAG.
In addition, both the 5.4% dividend yield (T-Share price on April 19, 2007 approx. 11:00 a.m.) and the dividend volume (in relation to net income) are unduly high compared with other DAX companies.
It is hereby proposed that the dividend per share carrying dividend rights is reduced from EUR 0.72 to EUR 0.60. This moderate reduction will provide DTAG with a dividend yield of 4.5% (T-Share price on April 19, 2007 approx. 11:00 a.m.). As such, DTAG would still be in the upper portion of the list of all DAX companies and would be on a par with, for instance, RWE (dividend yield 4.5%) or outdo the likes of, say, Deutsche Bank (dividend yield 4.0%).
In light of the critical customer situation at present, the net income not paid out as a dividend could be used for a concerted customer acquisition campaign. Bolstering the customer base takes the strain off the company’s profit and loss situation, and would provide more scope for a rise in the T-Share and an increase in future dividend payments.
A reduction in the planned dividend payment from 72 to 60 euro cents per share would mean just under EUR 520.6 million remain within the company. This EUR 0.5 billion should be used for professionally planned and implemented customer acquisition campaigns. This campaign will target specific consumers and individual private households and will not focus on advertising campaigns using TV, radio or print media. This campaign should be implemented within Deutsche Telekom by in-house staff. Support for this campaign through independent consultants and academics is absolutely essential.
The Board of Management and the Supervisory Board will report at the next shareholders' meeting on the implementation and results of this campaign and will account for the use of the retained dividends.”