Investor Relations

Counter-motions and nominations for election

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Counter-motions and nominations for election in accordance with §§ 126, 127 of the German Stock Corporation Act (Aktiengesetz – AktG) submitted to the shareholders' meeting of Deutsche Telekom AG to be held in Cologne, Germany on April 30, 2009.

The calling of the Corporation's shareholders' meeting and the management's motions for resolution were published in the electronic Federal Gazette on March 18, 2009. Counter-motions and/or nominations for election have been sent to the Corporation 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 below, including 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 and nominations for election given below. You can endorse counter-motions that are exclusively aimed at rejecting the motions of the management by instructing to vote "no" to the management's motions for resolution in the respective agenda items. Counter-motions that do not just reject the proposal of the management altogether, but which are aimed at bringing about amended resolutions and nominations for election, are identified below using letters. To issue instructions to the Corporation's proxies for the event that the counter-motions or nominations for election 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 or nomination for election on your voting instructions form / in the Internet Dialog. If a counter-motion or nomination for election 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 with the same status as these in accordance with § 135 (9) or § 135 (12) in conjunction with § 125 (5) AktG) and wish to have your voting rights also exercised on any of the counter-motions or nominations for election identified with letters (or identified differently), please verify beforehand not only that 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 in connection with the counter-motions and nominations for election concerned.

If you have any questions regarding the shareholders' meeting, please do not hesitate to contact the dedicated hotline on +49 (0) 228 181-78895 Monday through Friday (except on public holidays) from 8.00 a.m. to 6.00 p.m.

The shareholder Gerhard Bauer, Offenbach, has submitted the following counter-motion on items 3, 4 and, though not expressly mentioned, 5 on the agenda:
Motion A – Non-approval of the actions of the entire Supervisory Board in connection with item 5 on the agenda

"Subject: Counter-motion for the 2009 shareholders' meeting of DTAG regarding items 3 and 4 on the agenda: Approval of the Board of Management’s actions and Approval of the Supervisory Board’s actions

Reasoning:
I repeat my allegation from last year that Deutsche Telekom continues to let its pushy telephone sales agents loose on its customers without their personal consent, despite this being legally prohibited. Calls are often made with no prior written offer and, if the offer is declined, agents attempt in vain to talk customers into accepting. Consequently, consumer protectionist Ulrike Brunswicker-Hoffmann gives the following advice: 'It is best to interrupt the call and hang up.' A telecommunications company must not call its customers and push them to switch to a DSL rate contract when they have not asked to do so. Calls are only permissible if evidence can be presented of prior consent from the called party. Otherwise, it is an example of anti-competitive behavior.'

Shareholder Peter Hinz from Lübeck accurately described this behavior last year as '... poor commercial conduct. The customer is not a bondsman, nor is he incapacitated.'
In addition, the spying affair (Stasi and Gestapo send their regards) and the negligent handling of customer data have resulted in a further loss of confidence (and customers?), for which I hold the Board of Management and Supervisory Board responsible and therefore ask for support for the counter-motion to not approve the actions of these two bodies."

The shareholder Karl Martin Wagner, St. Wendel, has submitted the following counter-motion on item 8 on the agenda:
"Counter-motion on item 8 on the agenda, Election of a Supervisory Board member, rejection of the appointment of Jörg Asmussen to the Supervisory Board.

[…]

I request that my motion is supported."

The shareholder Meinolf Korte, Köln, has submitted the following counter-motion on item 2 on the agenda:
Motion B

"Counter-motion for dividend reduction to EUR 0.66

I hereby put forward the motion that the dividends be reduced to EUR 0.66.
The Federal Administrative Court (ruling dated Dec. 11, 2008, File: 2 C 121.07) considers the discontinuation of the year-end bonus for active civil servants employed by Deutsche Telekom AG to be incompatible with the German Basic Law. According to the 2008 Annual Report (page 180), the legal amendment at the time led to a saving of EUR 200 million (in the view of Managermagazin, it was EUR 150 million per annum), which would have to be paid back should the Federal Constitutional Court give the same ruling as the Federal Administrative Court.

As the Arbeitnehmervereinigung pro Telekommunikations- und Informationstechnik e.V. (proT-in) (Employee Association for Telecommunications and IT) indicates, it is to be expected that a great many employees will exercise their rights in their employment contracts in light of the considerable salary reductions resulting from the operational transfers.
In the employment contracts of these employees reference is mostly made to specific collective agreements which render the salary reductions at the T-Service companies and other operational units ineffectual. Many labor courts, not least the Higher Labor Court in Cologne (LAG Köln), decided in March 2009 that these demands were justified in three cases. According to the Deutsche Telekom representatives at the hearing at the LAG Köln, these rulings would affect 25,000 employees. If the court rulings prevail, as expected by proT-in, Deutsche Telekom AG could face additional annual expenditure of over EUR 300 million.

In order to take account of these foreseeable payment obligations, a reduction should be planned in this year’s high dividends of over EUR 3 billion in order to build up reserves, not least for the promotion of long-term positive development of the share price."

The shareholder Ottmar Fischer, Lorch, has submitted the following counter-motion on items 2, 11 and 12 on the agenda:
"As shareholder no. […], I herewith submit the following counter-motions to the shareholders’ meeting on April 30, 2009:

Counter-motion for agenda item
2 Resolution on the appropriation of net income.,

and

11 and 12 Resolution on the cancellation of authorized capital ... and the creation of authorized capital .... with authorization for the exclusion of subscription rights .....

Item 2: For many years, the dividend has been adapted to the market according to special indices, but negatively in all cases. While no bonus shares were paid, many receive or received substantial bonuses or other gratuities for their work, for which they received good payment from the company in most cases. A far greater proportion of profit should thus be paid out as dividend.
Item 2 should not be approved.

Items 11 and 12

Shareholders have made real losses for a long time as a result of the decline in the price of the Deutsche Telekom share and the meager dividends. Issuing new shares is not in their interests, regardless of the purpose. The primary aim must be to increase the share price and dividend. The exclusion of the subscription right decreases the share value and is similar to expropriation – after all shareholders are co-owners. Equally, the acquisition of companies mostly makes no contribution to increasing value. Value should be increased through good, honest work by employees, not by constant restructuring or cutbacks for shareholders.
I ask that items 11 and 12 not be approved."

The shareholder Dr. Martin P. Wedig, Herne, has submitted the following counter-motion on item 5 on the agenda:
Motion C – Resolution on item 5 with a slightly different wording from that of the proposal by the management

"The wording of the motion should be changed to:

'The actions of members of the Supervisory Board appointed on a temporary or ongoing basis in the 2008 financial year are to be approved individually as follows: [complete itemized list of names of office holders and appointed Supervisory Board Members]'

Reasoning:

The Board of Management uses the wording 'that the actions of the Supervisory Board members holding office shall be approved for this period, with the exception of...'

The wording is ambiguous. With the exception of an individual being identified, it is not clear to what extent the exception means a complete listing of individuals. Approving the actions of Supervisory Board members for this period with exception cannot be equated with satisfactory approval by the shareholders' meeting.

Which statement are those with voting rights to approve? The exception of the named individual from having their actions approved or exception of the approval of the actions of the Supervisory Board members, to which the named individual does not belong at the time of the vote?

If the shareholders were to reject the proposal, this plenary vote would apply to the individual named as an exception. It would be indistinguishable to what extent non-approval of the Supervisory Board members’ actions was given beyond the individual designated as an exception. Non-approval of the actions of the Supervisory Board members may also solely refer to the conditional wording of an exception in the approval.

The wording of the Board of Management and the Supervisory Board restricts the extent of uninfluenced decision-making by the shareholders’ meeting. An ongoing investigation would be equally affected by the results of this voting issue. I recommend that item 5 on the agenda be re-worded in order to avoid the need for me to submit this resolution to a vote. The progress of the shareholders’ meeting would be negatively affected by controversial discussion of this item. The following authorization motions require the undivided attention of critical participants."

The shareholder Dr. Richard W. Dill, München, has submitted the following counter-motion on item 8 on the agenda:
"As a shareholder of your company with votings rights, I hereby propose the following countermotion to item 8 on the agenda of the shareholders' meeting:

The motion proposed by the Supervisory Board to elect Mr. Jörg Asmussen to the Supervisory Board is rejected. The counter-motion applies in the event that the candidate does not himself withdraw his candidacy.

Reasoning:
1) In many different respects and functions, Mr. Asmussen shares responsibility for the losses made by German state banks in the certification of US real estate, for example, as a member of the IKB supervisory board, as a member of the TSI advisory board, as sherpa of the Initiative Finanzstandort Deutschland, as a leading civil servant in the German Ministry of Finance, as a specialist journalist (in this role, he was still calling for more involvement in sub-prime business for German social security in 2006) and, currently, as a member of the SoFFin steering committee.

2) Due to 1), his time is fully taken up with measures to reduce the losses for which he shares responsibility, presumably leaving him no spare capacity for assuming office or giving cause for concern that he will not be able to fully carry out the duties of this office.

3) As Mr. Asmussen’s future is uncertain, not only in terms of his government position, but also in connection with his possible implication in legal proceedings, his appointment to the Supervisory Board of the flagship company of the German economy carries the risk of tarnishing Deutsche Telekom's image.

4) Were shareholders to actually support his election to the Supervisory Board, the motives of these shareholders would need to be examined critically."
The shareholder Veronika Klein-Schröder, Hamburg, submitted the following counter-motions on items 3 and 5 on the agenda:

Motion D – counter-motion on item 3 on the agenda
Motion E – counter-motion on item 5 on the agenda

"Counter-motion relating to items 3 and 5 on the agenda

Item 3 on the agenda

Approval of the actions of the members of the Board of Management will be postponed until the shareholders' meeting on the 2009 financial year.

Item 5 on the agenda

Approval of the actions of the members of the Supervisory Board will be postponed until the shareholders' meeting on the 2009 financial year.

Reasoning:
Just as with the reasoning already stated relating to item 4, this is not simply about the decision of one individual (in this case, Dr. Klaus Zumwinkel), but rather concerns basic misconduct on the part of the entire Board of Management and the Supervisory Board, which has failed to fulfill its obligations (namely, performance of a supervisory function).

For this reason, the actions of the Board of Management, as co-decision maker, and the Supervisory Board, as supervisory body, are not to be approved until the matter has been fully investigated."

The shareholder Reinhard Haferkorn, Hamburg, submitted the following counter-motions on items 3 and 5 on the agenda:

Motion D – counter-motion on item 3 on the agenda
Motion E – counter-motion on item 5 on the agenda

"Counter-motions relating to items 3 and 5 on the agenda

Item 3 on the agenda

Approval of the actions of the members of the Board of Management will be postponed until the shareholders' meeting on the 2009 financial year.

Item 5 on the agenda

Approval of the actions of the members of the Supervisory Board will be postponed until the shareholders' meeting on the 2009 financial year.

Reasoning:
Dr. Klaus Zumwinkel is not the sole decision-maker; the entire Board of Management had a decision-making role and, because the Supervisory Board failed to fulfill its supervisory duties, it must also bear full responsibility in this instance.

For this reason, the actions of the Board of Management, as co-decision maker, and the Supervisory Board, as supervisory body, are not to be approved until the matter has been fully investigated."

The Shareholder Mario Bruns, Bonn, proposed the following counter-motion on item 2 on the agenda:
Motion F

"As a shareholder of the Company, I propose the following counter-motion for the agenda.

Counter-motion on item 2 on the agenda
Payment of a dividend of EUR 5,297,162,661.31 is proposed.

Reasoning
The proposal of the management to pay a dividend of EUR 3,385.7 million is insufficient. The free cash flow of EUR 7.0 billion, the level of cash and cash equivalents the Company's potential for taking out loans make it possible to pay out the net income in full, leaving to the shareholders the decision on the optimum allocation of capital and at the same time an appropriate share in the Group's value added."

The Dachverband der Kritischen Aktionärinnen und Aktionäre e.V., Köln, submitted the following counter-motion on item 3 of the agenda:
"Counter-motion on item 3 on the agenda:
Resolution on the approval of the actions of the members of the Board of Management for the 2008 financial year.

We propose that the actions of the Board of Management not be approved due to its involvement in a dragnet investigation and spying.

Reasoning

The Board of Management of Deutsche Telekom is caught up in:
1. the dragnet investigation by the Bundeskriminalamt (BKA- German Federal Criminal Police Office)
2. spying on journalists, trade unions and Supervisory Board members.

Re 1.) According to information from well-informed Group sources, Deutsche Telekom provided the BKA with millions of customer data for major dragnet investigations after September 11, 2001 with no clear legal basis for doing so. What is particularly serious is that the records were not provided for the purpose of searching for specific criminals or dangers, but rather for a comprehensive dragnet investigation involving virtually all customer data records of Deutsche Telekom. In other words, this was an illegal course of action taken by the BKA, aided by Deutsche Telekom.

In 2006, the Bundesverfassungsgericht (German Federal Constitutional Court) decided that the dragnet investigation was a serious infringement of the basic right to self-determination with regard to the handling of information and that it could only be considered legal if there was a specific danger.

Re 2.) According to information from the public prosecutor’s office in Bonn, 60 individuals from Deutsche Telekom were spied upon in 2005 and 2006, including the company’s Supervisory Board members, journalists and trade unionists. According to a Works Council member, Deutsche Telekom not only examined call data, but also directly tapped phone calls.

At the beginning of May 2008, Deutsche Telekom commissioned the former Vice President of the BKA, Reinhard Rupprecht, of all people, with the internal investigation of the spying affair and the development of recommendations for improved data handling."

The shareholder, Johanna Wolff, Neustadt, has submitted the following counter-motions on items 2, 3, 4, 5, 6, 7, 8, 9, 11, and 12 on the agenda:
Motion G – mentioned item 2 on the agenda
Motion H – mentioned item 3 on the agenda
Motion I – mentioned item 5 on the agenda
Motion J – mentioned item 7 on the agenda
Motion K – mentioned item 8 on the agenda
Motion L – mentioned item 9 on the agenda
Motion M – mentioned item 11 on the agenda
Motion N – mentioned item 12 on the agenda

"Item 2
A dividend of EUR 1.00 (1st supplementary motion: EUR 0.94; 2nd supplementary motion: EUR 0.88; 3rd supplementary motion: EUR 0.82) is to be paid for each individual dividend-bearing no par value share and the remaining balance is to be carried forward to the new account.

Items 3, 4 and 5
The resolution on the approval of the actions of the members of the Board of Management and the Supervisory Board in office in the 2008 financial year will be postponed to the shareholders' meeting which will decide on the 2009 financial year.

Item 7
The authorization to purchase and use treasury shares is to be limited to 4 percent of the company's share capital.
The redemption of treasury shares, which leads to a reduction in capital stock, requires another, explicit resolution by the shareholders' meeting, if this affects more than 1 percent of the company's share capital.

Items 8 and 9
Mr. Jörg Asmussen and Dr. Ulrich Schröder are to be elected as shareholder representatives for the period up to the end of the shareholders' meeting, at which a resolution will be passed on the approval of the actions of the members of the Supervisory Board for the 2009 financial year.

1.Supplementary motion: Mr. Jörg Asmussen and Dr. Ulrich Schröder are to be elected as shareholder representatives for the period up to the end of the shareholders' meeting, at which a resolution will be passed on the approval of the actions of the members of the Supervisory Board for the 2010 financial year.
2.Supplementary motion: Mr. Jörg Asmussen and Dr. Ulrich Schröder are to be elected as shareholder representatives for the period up to the end of the shareholders' meeting, at which a resolution will be passed on the approval of the actions of the members of the Supervisory Board for the 2011 financial year.
3.Supplementary motion: Mr. Jörg Asmussen and Dr. Ulrich Schröder are to be elected as shareholder representatives for the period up to the end of the shareholders' meeting, at which a resolution will be passed on the approval of the actions of the members of the Supervisory Board for the 2012 financial year.

Item 11
Authorized capital 2009/I is to total up to EUR 400,000,000 or up to 156,250,000 registered no par value shares.

1.Supplementary motion: Authorized capital 2009/I to total up to EUR 800,000,000 or up to 312,250,000 registered no par value shares.
2.Supplementary motion: Authorized capital 2009/I to total up to EUR 1,200,000,000 or up to 468,750,000 registered no par value shares.
3.Supplementary motion: Authorized capital 2009/I to total up to EUR 1,600,000,000 or up to 625,000,000 registered no par value shares.

Item 12
Authorized capital 2009/II to total up to EUR 30,000,000 or up to 11,718,750 registered no par value shares.
1.Supplementary motion: Authorized capital 2009/II to total up to EUR 32,000,000 or up to 12,500,000 registered no par value shares.
2.Supplementary motion: Authorized capital 2009/II to total up to EUR 34,000,000 or up to 13,281,250 registered no par value shares.
3.Supplementary motion: Authorized capital 2009/II to total up to EUR 36,000,000 or up to 14,062,500 registered no par value shares.

Reasoning:
Item 2
The company's good net profit means that a significant increase in the dividend compared with the prior year is possible, which seems fair and appropriate.

Items 3, 4 and 5
Not only Dr. Klaus Zumwinkel, but also other members of the Supervisory Board and the Board of Management may be held accountable, which means that the approval of the actions must be postponed to the next shareholders' meeting.

Item 7
The authorization of the Board of Management must be appropriately limited.

Items 8 and 9
Jörg Asmussen and Dr. Ulrich Schröder should initially be elected as shareholder representatives for one financial year.
Should it emerge that they are not representing the interests of all shareholders, but only those of the principal shareholders, it must be possible for the shareholders to elect other candidates at the next elections, since a new State Secretary in the Federal Ministry of Finance and/or a new Chairman of the Board of Management of KfW may have been appointed following the German federal elections.

Items 11 and 12
The authorization of the Board of Management must be appropriately limited.

The Board of Management should answer questions at the shareholders' meeting on the damage that has already been sustained by the company (i.e., us as shareholders) as a result of excessively large acquisitions in the past (such as Voicestream).

Have claims for damages been asserted? To what extent?
Are any specific acquisitions being planned at present?
Gradual growth is better.

When it comes to acquisitions and employee shares, less is more."

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