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Counter-motions and nominations for election

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Counter-motions and nominations for election submitted to the shareholders' meeting of Deutsche Telekom AG to be held in Cologne, Germany on May 15, 2008.

The notice calling the Corporation's shareholders' meeting on May 15, 2008 and the proposed agenda, together with the management's motions for resolution, were published in the electronic Federal Gazette on April 4, 2008. Below please find any counter-motions and/or nominations for election that have been submitted to the Corporation by a shareholder of the Corporation and of which the Corporation is obliged to give notice in accordance with § 126 and/or § 127 of the German Stock Corporation Act, including the name of the relevant shareholder and any reasons given:

(Last update: May 5, 2008)

The shareholder Christel Broszeit, Ratingen, has submitted the following counter-motion on item 2 on the agenda:
"Counter-motion:

In order to increase shareholder participation in the shareholders' meeting and to reimburse active shareholders for expenses incurred by preparations, the dividend amount should be dependent on the exercising of voting rights. Shareholders who actively avail themselves of their voting right are to receive a premium. I propose that:

The dividend payment proposed in the agenda item be rejected.”

The shareholder Paul Schmitz, Bad Münstereifel, has submitted the following nomination for election on items 7 and 8 on the agenda:

- Motion A -
“As a shareholder, I hereby apply for a seat on the Supervisory Board for the next shareholders' meeting, pursuant to § 96 (1); 101 AktG. in conjunction with § 7 (1) no. 1 of the German Codetermination Act, disclosing my professional qualifications to this end. I wish to provide the Supervisory Board with the full details of my expertise, skills and experience with regard to a specific item on the agenda. My application is a request to examine announcement of an item on the agenda subject to decision by the upcoming shareholders' meeting and to publish it on a legal basis.

Personal details: I am 70 years old, a member of the Association of German Engineers (Verein Deutscher Ingenieure) and a mechanical engineer by profession. I also completed a mechanist apprenticeship. I specialized in mechanical engineering, the chemical industry, production monitoring and the construction of installations for the mass production of industry products for daily use, as well as pipeline construction, value and contribution analysis, and technical and price structuring for industry cooling systems.

There is no conflict of interests in my contributing to the good of Deutsche Telekom on the Supervisory Board. My expertise takes precedence and is transparent. I cannot serve with a purely political qualification. I also explicitly reject a position of serving on the Supervisory Board of Deutsche Telekom on the one hand and supporting strike action against the company on the other. I would strongly oppose such a position.

I am not a member of the supervisory board of any other company.”

The shareholder Gerhard Moser, Stuttgart, has submitted the following counter-motion on item 3 on the agenda:
“Shareholder Gerhard Moser, Stuttgart, proposed the following counter-motion:

Item 3 on the agenda: Approval of the actions of the Board of Management

The actions of the Board of Management are not to be approved

Reasoning:

The Board of Management rejected a counter-motion proposed to the 2006 shareholders' meeting, explaining:

(Quotation) As part of its strategy, Deutsche Telekom has also initiated a range of measures for its business activities within Germany to considerably improve its customer care and thus the company's image among its customers. These measures include expanding the Telekom Shop sales network and significantly improving call center availability. (End of quote)

The steps supposedly taken cannot halt the loss of customers. The trust placed in the former monopolist is being damaged as a result of a lack of skills (apt, inflatable pink PVC figures and representatives who had no idea of the actual business stood outside Telekom Shops.) A strong decline in image, combined with core customers being driven away, occurred in conjunction with the inadvertent dialing of 0190 numbers by children and ruthless billing by Deutsche Telekom. The company lawyers were apparently unable to spot that this was illegal and waited until the legislators intervened (on the other hand, shareholders are expected to realize that the T-Share is a risky new market share).

From my own bad experience, one of these measures must have been the transferal of marketing calls to call centers, where contracts are amended to boost commission, against the wishes of the called party. This has a ring of press-ganging to it, and calls for a comparison with the competitor [….].”

The shareholder Michael Russow, Leonberg, has submitted the following counter-motion on item 7 on the agenda:
“Subject: Counter-motion for the 2008 shareholders' meeting of DTAG - Item 7 on the agenda

Reference: Shareholder number […]

The shareholders' meeting is requested to pass the following:

· The appointment of Prof. Dr. Ulrich Lehrer to the Supervisory Board of DTAG is rejected.

· The Supervisory Board of DTAG is required to propose for future election to the Supervisory Board of DTAG a person with sufficient business management and legal experience, who is neither a member of the Board of Management nor a member of another company’s Supervisory Board that must be formed by law.”

The shareholder Michael Russow, Leonberg, has submitted the following counter-motion on item 8 on the agenda:
“Subject: Counter-motion for the 2008 shareholders' meeting of DTAG - Item 8 on the agenda

Reference: Shareholder number […]

The shareholders' meeting is requested to pass the following:

· The appointment of Mr. Hans Martin Bury to the Supervisory Board of DTAG is rejected.

· The Supervisory Board of DTAG is required to propose for future election to the Supervisory Board of DTAG a person with sufficient business management and legal experience, who is neither a member of the Board of Management nor a member of another company’s Supervisory Board that must be formed by law.”

The shareholder, Dietrich-E. Kutz, Biberach, has submitted the following counter-motions on items 3, 4, 6, 7 and 8 on the agenda:
“Counter-motions for Deutsche Telekom's shareholders' meeting in Cologne on May 15, 2008

- Motions to vote on the resolution on the approval of the actions of the Board of Management (item 3) and the Supervisory Board (item 4) individually and not to approve their actions.

- Motion not to approve the resolution on the purchase of treasury shares (item 6), in this case for the exercise of stock options.

- Motion not to approve the elections to the Supervisory Board (items 7 and 8) due to multiple seats.

Reasoning:

+ After 3 years of independence, DTAG is still in legal disputes relating to the prospectus for the 2000 capital increase and the integration of T-Online for 1/3 of its issue price. In the latter case, the EUR 4 billion of cash reserves were swallowed as a welcome bonus to the detriment of smaller T-Online shareholders. What sort of mentality is that?

This damages the company and has a sustained negative impact on the share price. The then unprecedented advertising campaign costing DM 300 million and the stock options for the members of the Board of Management are still fresh in the memory as a shining negative example of the German equity culture.

And then there's the infamous settlement between T-Mobile and Jan Ullrich, [...]!

Customer defection due to the lack of customer-friendliness and service is also a still unresolved task on the to-do list!

+ Someone who holds more than three seats on supervisory boards cannot be elected as a member of another. Supervising the Corporation's Board of Management calls for a commitment that cannot be made if the burden of other seats becomes excessive.

+ Prudent corporate governance precludes such practices and has proven exceptionally damaging in the past (sic).

Please keep the former T-Online shareholders informed about the course of the legal dispute and their growing entitlements.

Please make my counter-motions accessible as required by the German Stock Corporation Act. I ask the shareholders to vote in favor of my motions.“

Shareholders Wolfgang and Georgine Range, Höchberg, had submitted the following counter-motion on item 3 on the agenda:
"We propose in advance the following motions for the shareholders' meeting:

1.) The Board member(s) responsible for customer advertising by telephone must be named in person.

2.) The actions of this/these Board member(s) should not be approved.

Reasoning:

As a result of the aggressive telephone advertising in 2007 to persuade customers to change to other Deutsche Telekom products, many of your loyal customers were annoyed and subsequently considered whether they would be better using a different telephone company.

In these calls, the advertisers assumed that the call would result in an order for further or other products from your company, despite this not being the case. This led to customers receiving unwanted "order confirmations" from your side, for packages containing other T-Com products and bills, etc. Rectification of these unwanted deliveries triggered further calls from your side and written correspondence, as each of your service centers passes the order on to the next unit, until eventually – as we have experienced – we were notified 7 (in words: seven!) months ago that "final processing would take some time" (your letter dated September 10, 2007 from Deutsche Telekom AG , T-Com, Postfach 14 40, 35504 Butzbach). The "order" was then canceled and we were not harassed any further.

An acquaintance of ours was told, after enquiring during such a call from your deplorable advertisers, that this type of telephone advertising is a result of pressure from the top.

We believe that this type of advertising is extremely damaging to business and are of the opinion that the relevant measures should be taken."

The shareholder Gerhard Bauer, Offenbach, submitted the following counter-motion on item 3 on the agenda:
"I second the request from shareholder Gerhard Moser, Stuttgart:
Item 3 on the agenda: Approval of the actions of the Board of Management
The actions of the Board of Management are not to be approved

Reasoning:

Whereas the competition (such as Arcor or Alice) offers a monthly flat rate (Internet and telephone) for EUR 34.90, Deutsche Telekom charges EUR 48.95 for the same "service". This means: The same service offered by Deutsche Telekom, costing EUR 1,174.80 over 24 months, is available from the abovementioned competitors for just EUR 837.60. The additional expense over 24 months costs me a hefty EUR 337.20.
With Deutsche Telekom, this includes free calls within Germany only for customers who are also customers in the Deutsche Telekom fixed network. This means that if I, as a Deutsche Telekom customer, ring somebody who has a contract with Arcor or Alice, my call is not free of charge, but is heavily billed.

What is more, as practically all of my acquaintances have since turned their backs on Deutsche Telekom, it is time to start thinking of swapping providers, particularly if one considers my recent, repeated experiences with the company.
In fall 2007, broadcaster Hessischer Rundfunk reported in the "MEX" business magazine on a pensioner who was pressurized into taking out an Internet flat rate by a Deutsche Telekom telephone sales agent, despite the fact that he did not even have a computer. OK, he could have asked what a flat rate is, but it is often the case that the pushy Deutsche Telekom sales agents approach matters completely redundantly and ignorantly, and surprise people with their telephone calls. These people are, in turn, completely unprepared and often cannot appropriately respond to the situation. In summer 2007, I received 10 calls in less than 10 days!

It is an outrage to allow private consumers to be called at home without their personal permission – which is actually prohibited by law – and it cannot be justified by making reference to the term "customer care", either.
Deutsche Telekom's processes involve sending offers directly to households. This is OK, as people can make decisions with a suitable amount of time to consider whether they want to take up the offer. Deutsche Telekom, however, lets their pushy telephone sales agents loose on people shortly afterwards, which is thoroughly annoying.

The subtle message somehow reads: If you do not accept our offer, we will continue to call you up until your resolve weakens. In my eyes, this is bullying by telephone. In addition, it seems that the various call centers do not know anything about the activities of the others – otherwise, I would not have received 10 calls in less than 10 days.

The fact that one is always "caught" in situations where there is insufficient time and opportunity to make a considered decision is particularly nasty. In my case, I even asked whether changing from Call & Surf Comfort/T-ISDN to Call & Surf Comfort (2)/
T-ISDN involved any changes, to which the caller replied that there was not.

In my opinion, this is malicious deceit!

When making telephone queries, one is always referred to a hotline where nobody is responsible for anything, nobody has a clue, and after you have told the story countless times, you are forwarded until you are either at the end of your wits and hang up, or when you get to the fifth person they recommend that you ring a chargeable telephone number (and they cannot really help, either).

If there were (still?) any competent and service-oriented employees at Deutsche Telekom, it would be less of a problem to pay higher charges as with competitors; but as staff levels are continuously reduced and important contacts are no longer available, customers can swap to less service-oriented competitors – it is not as annoying to receive bad or non-existent service for more than EUR 10 less per month.

[...]“

The shareholder Hans-Jürgen Gaiser, Kirchheim, had submitted the following counter-motion on item 2 on the agenda:
- Motion B -

“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 amount of net income intended for dividend payments of EUR 3,385,545,190.56 should be used for this purpose. With 241,426 Group employees (as of Dec. 31, 2007), this would mean an average sum of EUR 7,011.56 for each member of the workforce.

The other half totaling EUR 1,692,772,595.28 should be paid as a dividend of EUR 0.39 per share.”

The shareholder Manfred Schädler, Ronnenberg, has submitted the following counter-motion on item 3 on the agenda:
“Counter-motion for the Shareholders’ Meeting of Deutsche Telekom AG in Cologne on May 15, 2008

Item 3 on the agenda

I hereby put forward the motion that the actions of the members of the Board of Management be voted on separately.

I propose that:

the actions of Dr. Karl-Gerhard Eick (Chief Financial Officer) not be approved.

Reason:

The actions of Dr. Karl-Gerhard Eick, member of the Board of Management of Deutsche Telekom AG since 2000 and Deputy Chairman of the Board of Management since 2004, are not to be approved due to non-compliance with the German Securities Prospectus Act (Wertpapierprospektgesetz- Wp PG) in force since July 2005, in accordance with §§10 of the Wp PG, as shareholders still have outstanding claims for compensation from Deutsche Telekom AG Bonn and its auditing companies.”

The shareholder Peter Hinz, Lübeck, has submitted the following counter-motions on items 3 and 4 on the agenda:
“Counter-motions on items 3 and 4

1 Resolution on the two items on the agenda concerning the motion that the actions of the Board of Management and Supervisory Board be voted on separately and the actions not be approved.

Reasons for this proposal:

1.1 Lack of action to prevent customer desertion.

1.2 No measures for image enhancement.

1.3 Poor commercial conduct.The customer is not a bondsman, nor is he incapacitated.”

The shareholders Marco and Mary Zahner, Weinheim, had submitted the following counter-motion on item 2 on the agenda:
- Motion C -

“Item 2
A dividend payment of 50.69% is irresponsible and cheats the shareholders. I hereby submit the following counter-motion: The unappropriated net income of EUR 6,678,623,284.42 is to be used as follows: Payment of a dividend of EUR 1.53 per no par value share carrying dividend rights = EUR 6,640,877,105.00 and carry forward of remaining balance to unappropriated net income = Euro 37,746,179.90. The dividend distribution for the share portfolio, which is held by Deutsche Telekom AG at the time of the shareholders’ meeting, is also to be used as carry forward to unappropriated net income.”

The shareholders Marco and Mary Zahner, Weinheim, had submitted the following counter-motions on items 3, 7 and 8 on the agenda:
“Item [3]:
Counter-motion: The actions of the Board of Management are not to be approved. The reason being the way in which T-Online was reintegrated and the way in which the T-Online shareholders were fobbed off.

Items 7 and 8:
Counter-motion: Prof. Dr. Ulrich Lehner and Dr. Klaus G. Schlede are not to be elected to the Supervisory Board as they already hold too many mandates and therefore cannot guarantee orderly performance of their supervisory duties.”

The shareholder Detlef Wratschko, Kamen, has submitted the following nomination for election on items 7 and 8 on the agenda:
- Motion D -

“Counter-motion / nomination for election; items 7 and 8 on the agenda

Dear Sir/Madam,

As shareholder I hereby submit my application for a position on the Supervisory Board, (Supervisory Board member) according to §96 (1); 101 AktG in connection with §7 (1) sentence 1 no.3 of the German Codetermination Act of 1976.

On the basis of Rules of Procedure of the Supervisory Board the Supervisory Board must support management with its advice and promote the objectives of the company. The Chairman of the Supervisory Board shall regularly maintain contact with the Board of Management, in particular, with the Chairman of the Board of Management, and consult with him on strategy, business development and risk management of the company.

For this reason I would like to make a contribution in the Supervisory Board for the benefit of Deutsche Telekom.

Personal details:

I am 46 years old, married and have two children. I am a professional engineer (Dipl.-Ing.) for electrical energy technology and have worked for Deutsche Telekom AG in various areas since June 1, 1988.

I am not a member of any other Supervisory Boards that must be formed by law or of comparable domestic or foreign supervisory bodies of commercial entities.”

The shareholder Björn Thienenkamp, Fürstenau, has submitted the following counter-motion on item 3 of the agenda:
“[I hereby submit a counter-motion on item 3 of the agenda for the Shareholders' Meeting in Cologne on May 15, 2008, concerning approval of the actions of the members of the Board of Management, proposing that their actions not be approved, […]

[Reason, which is more than a total of 5,000 characters long, not given here in accordance with § 126 (1) sentence 2 of the German Stock Corporation Act (Aktiengesetz)]

I thus propose the adoption of the following resolution:

The actions of the Board of Management are not to be approved."

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