Counterproposals and Election Proposals for the Annual General Meeting of Deutsche Telekom AG on May 3, 2007, in Cologne
On March 23, 2007, the notice convening the Company’s ordinary Annual General Meeting, including management’s proposed resolutions, was published in the electronic Federal Gazette. Counterproposals and election proposals regarding these proposed resolutions have been submitted to the Company at the address provided for this purpose in the notice of convocation. To the extent that the counterproposals and election proposals submitted must be made available, we reproduce them below, including the name of the respective shareholder and the respective reasoning:
(Last updated: 04/20/2007)
The shareholder Rudolf Peckel, Mönchengladbach, submitted the following counterproposals regarding agenda items 3 and 4:
"Re: Annual General Meeting of Shareholders on 05/03/2007
Motion to the Annual General Meeting.
Proposal to all shareholders!!
No discharge for the Supervisory Board and the Board of Management!!
Reasons for this proposal:
1.) No measures to slow customer attrition.
2.) No measures to curb the negative image created in the media. This has a significant impact on the T-share price.
3.) Poor business practices. Invoices that are clearly incorrect should, in keeping with traditional business ethics, be canceled immediately and without reservation and reissued correctly.
The customer is neither a serf nor a financial institution for Telekom.
4.) In light of points 2 and 3, the immediate dismissal of Mr. Obermann and his vassals should be resolved, on the grounds that they failed to take appropriate action.
5.) Resolution to appoint a new Board of Management whose members are not promoted from within Telekom but instead come from the service sector or industry. Such individuals generally know what customers expect from Telekom.
Sincerely,
Rudolf Peckel“
”Shareholder Klaus Henseler, Cuxhaven, submitted the following counterproposals regarding agenda items 3 and 4 and the following election proposal regarding agenda item 5:
"Counterproposals for the DTAG 2007 Annual General Meeting
1. Regarding agenda item 3 (discharge of the Board of Management)
I hereby propose
that Mr. Dr. Eick, the Board of Management member responsible for finance, not be discharged, because he does not perform, or performs only inadequately, his supervisory duties toward subordinate corporate entities.
Rationale:
The Lübeck branch is unable to properly handle billing for a customer. This has caused the Company to incur damages (processing costs) that can no longer be justified. The Lübeck branch is unable to properly process granted direct-debit authorizations; this is not an isolated случай at the Lübeck branch, but rather a "system error" that requires unnecessary processing that results in costs. In addition, it cannot be ruled out that customers will become so frustrated that they switch to another company.
Furthermore, although I revoked the direct debit authorization, Telekom debited an amount from my account that may have been applied to an invoice (I receive an invoice only from time to time). It therefore cannot be ruled out that financial controls are absent or deficient, resulting in a violation of internal rules that undoubtedly exist.
Moreover, this appears to be a persistent problem at the Lübeck branch, whose management is unable to ensure proper operations. The support provided by the constantly changing staff at various call and write centers, who therefore do not feel responsible, is also—as I have had to learn—a northern German problem, so it may be necessary to examine whether the manager responsible for northern Germany is overextended.
I hereby move
that the Board member responsible for Human Resources, Dr. Eick, not be granted discharge because he does not perform, or performs only inadequately, his oversight duties with respect to subordinate company units and is unwilling or unable to develop, or have developed, personnel systems that improve employee qualifications.
Reasons:
Complaints about inadequate employee quality are certainly a significant reason why Telekom customers switch to other companies, resulting in lost revenue and market share. If inadequate conduct in customer service is not addressed—and addressing it is one of the most important responsibilities of the Board member responsible for human resources—it cannot be ruled out that customers who are also shareholders of the Company will submit motions to the annual general meetings in large numbers to complain about inadequate employee quality. This would, moreover, be their right as shareholders and customers, but it would certainly impair the Board of Management's reporting on business performance.
”2. Regarding agenda item 4 (Discharge of the Supervisory Board)
I hereby submit the motion,
not to grant discharge to the Supervisory Board, because it has not properly fulfilled its supervisory duties toward the Board of Management, particularly the Chief Financial Officer.
Reasoning:
As for item 1
3. Regarding agenda item 5 (Appointment of the Auditor)
An auditor who has not previously served in this capacity should be appointed, because the auditor previously engaged apparently did not properly audit the Hanover and Lübeck branch offices in the past and is therefore unsuitable for the audit of the financial statements.
Sincerely,
Klaus Henseler
03/27/2007"
The shareholder, Prof. Dr. Kuno Rechkemmer, Stuttgart, submitted the following counterproposal regarding agenda item 3:
“Counterproposal regarding the agenda item: Discharge of the Board of Management
Dr. Eick, a member of the Board of Management, is not to be granted discharge.
Reasoning:
”Deutsche Telekom owns the former main post office site in downtown Heilbronn. For years, 4,360 m² of office and commercial space at this site has stood vacant—right in the heart of the city, in a prime business and prestige location. Nevertheless, Deutsche Telekom has leased new premises within walking distance at considerable cost. For more than five years, Initiative Allee/Titotstrasse has drawn Dr. Eick’s attention to this deficiency in his capacity as the Management Board member responsible for real estate management. Apart from internal reorganizations, however, nothing has happened to date. Dr. Eick is apparently unable to resolve this comparatively simple problem. The resulting losses to Deutsche Telekom and its shareholders are enormous. Dr. Eick should therefore not only be denied discharge; he must also be held personally liable pursuant to §Section 93 AktG for the damage he has caused.
Prof. Dr. Kuno Rechkemmer
c/o Initiative Allee/Titotstrasse, Heilbronn“
The shareholder, Klaus Thiessen, Rüsselsheim, submitted the following countermotion regarding agenda item 6:
“Motion regarding agenda item 6.
The Annual General Meeting should vote against the "resolution on authorizing the acquisition of treasury shares and their use, with the possible exclusion of subscription rights and any tender rights".
Rationale:
Since Deutsche Telekom AG is not a financial institution, trading in securities, including its own shares, is not part of its business. This nonsense, which Deutsche Telekom has also pursued for years, always results in a reduction of assets (cash) and liabilities (equity) as soon as the shares are retired (destroyed). There is therefore no theoretical gain in the share price, because the purchase and subsequent destruction of the shares reduce the value of the company (book value).
Funds earmarked in this way would be better used for further repayment of liabilities or added to the total dividend amount (higher dividend). This may improve the Rating, boost the share price, or provide downside support.
Klaus-Dietrich Thiessen“
The shareholder, Peter Steil, Fernwald, submitted the following election proposal regarding agenda item 9:
- Motion A -
"Dear Sir or Madam,
As a shareholder of Deutsche Telekom AG (shareholder number 0037496256), I intend to submit the following countermotion regarding agenda item 9 of the 2007 Annual General Meeting:
I propose that Mr. Peter Steil, Fernwald, a teacher employed by the State of Hesse, be elected to the Supervisory Board of Deutsche Telekom AG.
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Rationale:
Electing Mr. Lawrence H. Guffey would give the U.S. financial investor (locust) Blackstone greater influence over the business policies of Deutsche Telekom AG. This would by no means be in the interests of Deutsche Telekom AG's other shareholders, customers, and employees.”
The shareholder Klaus-Peter Nischke, Bad Schwalbach, submitted the following counterproposals regarding agenda items 3 and 4:
“Counterproposal for the 2007 Annual General Meeting
For the Annual General Meeting, I submit motion (A) that separate votes be held on the discharge of the members of the Board of Management and the Supervisory Board for fiscal year 2006. If separate votes are held, I submit motion (B) to deny discharge to Mr. Ricke (former Chairman of the Board of Management) and to Messrs. Zumwinkel (Chairman of the Supervisory Board), Schröder (Deputy Chairman of the Supervisory Board), Sommer (member of the Supervisory Board), and Wegner (member of the Supervisory Board). If no separate votes are held, I submit motion (C) to deny discharge to the Board of Management and the Supervisory Board as a whole.
Rationale: Telekom is undoubtedly a company with substantial technical expertise and significant potential. However, as a Telekom customer, I have experienced the handling of customer orders in a way that makes the Company's internal organization appear entirely dysfunctional to me and its relationship with customers disastrous (see below: "Chronicle of an Order: From Moving House to Internet Suspension"). For me personally, the case described is the fourth case (out of four change orders since 2000) in which there have been problems with order processing at Telekom. Based on the motions submitted by other shareholders for the Annual General Meeting and on conversations within my circle of acquaintances, I understand that many other people have also had negative experiences with our Company.
I have informed the aforementioned gentlemen on the Board of Management and the Supervisory Board of these deficiencies, in some cases repeatedly. I have asked that the internal incidents and business processes be subjected to an audit. I see no consequences being taken and therefore assume that these deficiencies are being knowingly tolerated. I fear that such and similar incidents will ruin our Company. I therefore request that discharge be denied to the aforementioned individuals.
Chronicle of an order: From relocation to Internet suspension
June 2006: Order
I intend to move to another city. Through Telekom's telephone hotline, I order the new line (analog with DSL and a Flat rate) for the expected move date in August. The costs, fees, and terms are confirmed to me by phone upon request.
Up to that point, I had only an ISDN line, without DSL or T-Online.
July 2006: Order confirmation
I first receive an order confirmation from Telekom for the analog line and, almost three weeks later, another one from T-Online. To my surprise, the fees are substantially higher than those quoted during the sales call, the hardware is no longer included free of charge, the contract term is longer, and a setup fee is charged. In previous cases, my written objection sent to the respective contact address provided was simply ignored. I therefore addressed my objection directly to Mr. Ricke.
At the same time, my move is postponed indefinitely. I was told through the hotline that this would not be a problem - the order would simply be put on hold.
In response to my objection, I received a callback assuring me that they would, in substance, reimburse the additional costs compared with the sales consultation and postpone the service appointment indefinitely.
August 2006: Hardware
I receive an initial "T-Online-Starterset" with the associated access credentials.
August 2006, original move date On the original move date, my connection at my old residence no longer works. It was presumably switched over after all.
After an initial consultation with the fault service department (by cell phone), the disconnection could no longer be stopped. There were only three weeks between the letter and the move date. The reconnection was entered into the system for the following day. I would receive a callback from the dispatcher.
”The following day, I received no callback from the service coordinator, and my line was still not working. That evening, another contact at the fault service center told me that an ANALOG line had presumably been activated at my old address. Once the cause had apparently been identified, the line was reactivated as an ISDN line. However, it was set up under a different rate plan, which I was able to have corrected with another call to the hotline.
A few days later, I received mail from Telekom: it was the "relocation notice" for a move from my old address to the same OLD address(!). Shortly afterward, I received notice of the telephone directory listing at the old address and, in a third letter, confirmation of the product change from analog to ISDN.
As stated above, I had not had an analog line up to that point.
Another two weeks later, I received a notice of changes to my T-Online number data (what could have changed? I did not have T-Online until then), along with an invoice for September containing various connection and setup fees.
September 2006
Based on the experience with written objections described above, I personally disputed the invoice with Mr. Ricke.
This time, the complaint to the Management Board also apparently went unanswered.
Instead, I received a payment reminder. When I called the hotline (once again, a new contact person), I was told that the complaint was being processed; the contact person promised to withdraw the payment reminder.
A few days later, I received a call back from the Mainz branch office, for the first time from a dedicated contact person—as I learned later—(Ms. B.). She informed me that T-Online had been canceled completely with retroactive effect and assured me that the incorrectly charged costs would be "reimbursed." She notified me in writing of the amount still outstanding. In light of the trouble to date, she offered me the special offer available at the time, "Call & Surf Comfort (analog)", effective from the now-confirmed moving date.
I transferred the amount still outstanding and accepted the offer in writing.
A week later, I received the bill for October. This bill again charged me for the T-Online - Hardware (which, according to the offer, was supposed to be free).
I also received a second T-Online - Starterpaket and the T-Online - Hardware for a second time. I also received an order confirmation for the provision of a EURO-ISDN connection at my future residence (after I had previously accepted in writing the offer for an ANALOG Call & Surf Comfort - connection).
After speaking with the hotline (the next point of contact), the ISDN connection was converted back to an analog connection. The hotline also told me that my connection at my old residence had not yet been canceled (very interesting, since until then I believed I had requested a move), but that they would take care of this afterward.
I was already looking forward to having phone and internet service working at my new residence, and I even believed that the incorrect October bill could surely still be clarified.
October 2006
I complained by fax about the October 2006 bill (this time to Ms. B. at the Mainz branch, hoping that the matter would be handled better than through Mr. Ricke).
I received no response. Instead, I received a reminder for the October bill and, at the same time, for the September bill, which I had believed was already settled.
On October 7, my internet connection stopped working. After speaking with several hotlines—I had to call four times, twice at Telekom and twice at T-Online, speaking with about half a dozen contacts—I was told that T-Online had been suspended because of unpaid bills.
Apparently, objecting to the incorrect bill at the Mainz branch was not enough after all. So I wrote a third letter to Mr. Ricke, pointing out the incorrect bills and asking him to please lift the internet suspension immediately.
Mr. Ricke now appears to be ignoring my complaints entirely.
When nothing happened in response to my letter, I called the Mainz branch again. My contact person (Ms. B. - wow! I now have a dedicated contact person rather than someone different every time) told me that I had apparently set up the wrong one of the two T-Online account IDs I had received (the one associated with the order that has since been canceled). She said I should please use the other one. She assured me that it was definitely not locked and had never been locked. In addition, I should wait for the next phone bill. We would then determine the amount actually due together by phone.
That evening, I tried accessing the internet again. Neither of the two account IDs worked.
The following day, I spoke with her group leader, Ms. M. (Ms. B. was absent, attending training). The group leader first informed me that the arrangement described with Ms. B. had never been made. But at least we determined the remaining amount from the October bill (less the hardware incorrectly charged). Ms. M promised to unlock the line within 1-2 days.
One week later (I had transferred the amount long ago), my line still was not working. According to Ms. M., her colleagues had assured her that the suspension would be lifted that same day.
When that did not work either, Ms. M. informed me "there was nothing more she could do for me". She had escalated the matter internally herself.
A few days later - after a suspension lasting three weeks in total - my line was working again, and the billing issue was also resolved.
At last - I will make as few changes as possible to my line.
December 2006: Directory assistance
I received a call intended for a woman I did not know who lived in the same town. At first, I thought the caller had dialed the wrong number. When I asked, I learned that he had obtained the number (my number) from directory assistance.
And in fact, MY number is listed online in the phone book for that woman.
I let it go. My number is still listed in the phone book under the wrong name. I did not want a phone book listing in the first place. But I do not want to go through an ordeal like the one described above again.”
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- Motion B -
"Countermotion regarding agenda
item 10
Dear Sir or Madam,
Contrary to the Supervisory Board's proposal, I hereby nominate the following person for election as a member of the Supervisory Board:
Dr. Berthold Rist, born 06/29/1949, residing at Alte Mainzer Landstr. 48, 64807 Dieburg, occupation: attorney and notary.
I am not currently a member of any Supervisory Board required by law to be established.
Yours sincerely”
”Shareholder Christoph Lüder, Berlin, submitted the following countermotions regarding agenda items 3, 4, and 6:
“Dear Sir or Madam,
Regarding agenda item 3, I submit the following countermotion:
The members of the Board of Management serving in fiscal year 2006 are NOT granted discharge for this period.
Regarding agenda item 4, I submit the following countermotion:
The members of the Supervisory Board serving in fiscal year 2006 are NOT granted discharge for this period.
Reasons for the motions relating to Agenda Items 3 and 4:
The Board of Management and the Supervisory Board are jointly responsible for Deutsche Telekom AG's dire situation and poor image. As a customer of the Company, when I moved in fiscal year 2006, I ultimately experienced firsthand (specifically with my telephone and DSL connection) the poor service reports that had previously been dismissed as horror stories. Based on my experiences with call center personnel and outsourced service technicians, I terminated my contract with Deutsche Telekom AG without notice. Rather than acknowledging mistakes and attempting to win back lost customers, Deutsche Telekom AG pursues a strategy of seeking legal recourse, thereby wasting additional shareholder funds on futile legal disputes. The Board of Management and the Supervisory Board are responsible for this (rather than the Company's employees). Consequently, discharge should be denied to each of the Board of Management and the Supervisory Board.
With respect to agenda item 6, I submit the following countermotion:
The authorization to acquire treasury shares should be denied.
Rationale:
It seems more sensible to invest the Company's cash resources in the announced service initiative rather than in its own shares. Unfortunately, the Company's shareholders know only too well that acquiring Deutsche Telekom shares destroys value - and does not create value.
Best regards,
Christoph Lüder“
”Shareholder Dirk Mester, Herford, submitted the following countermotions regarding agenda items 3 and 4:
"Herford , 04/12/2007
Re: Annual General Meeting of Shareholders on 05/03/07 , motion to the Annual General Meeting.
Proposal to all shareholders!!
Regarding agenda items 3 and 4:
Discharge should be denied to the Board of Management and the Supervisory Board !
Reasons :
No clearly discernible strategy by Group management to stop the loss of customers across the Group , make the Group more competitive , or invest sufficiently in network infrastructure, to name just a few points of criticism.
Yours sincerely
Dirk Mester"
Shareholder Hans-Michael Heber, Straußfurt, submitted the following nomination for agenda item 9:
- Motion C -
Mr. Hans-Michael Heber, born on 09/26/1971 in Nordhausen, residing at In den Teichwiesen 1, 99634 Straußfurt, married, two children. Mr. Heber is a trained electronics technician and wholesale and foreign trade clerk, and has also successfully studied business administration and public administration business management. In his professional role, he is responsible for auditing larger companies, some of which are state-owned. Mr. Heber is not a member of any other Supervisory Board required by law.
Thank you for your attention, and I remain
Yours sincerely,
Hans-Michael Heber"
The shareholders Anneliese and Otto Brüggemann, Düsseldorf, submitted the following counterproposals regarding agenda items 3 and 4:
"We recommend that no discharge be granted to the Supervisory Board and the Board of Management.
Reasoning:
The Supervisory Board and the Board of Management failed to prevent the ongoing loss of customers due to a lack of foresight."
The shareholder Hans-Jürgen Gaiser, Kirchheim, submitted the following counterproposal regarding agenda item 2:
- Proposal D -
"With respect to agenda item 2 - resolution on the appropriation of unappropriated net income - I submit the following counterproposal:
To support the Company’s long-term competitiveness, I advocate investing in the professional development of Group employees and introducing a Group-wide knowledge management system. Half of the retained earnings of EUR 3,160,382,630.24 should be used for this purpose. With 248,000 Group employees, this would amount to an average of EUR 6,297 per employee. The other half, EUR 1,561,776,099.84, is to be distributed as a dividend of EUR 0.36 per share.
Signed
Hans-Jürgen Gaiser"
Shareholder Otto Neumann, Schönthal, submitted the following counterproposal regarding agenda item 3:
"Dear Sir or Madam, I submit the following counterproposal:
Agenda item 3: Discharge of the members of the Board of Management.
I refuse to grant discharge to the Board of Management for the following reason:
As is known, DTAG (T-Online) retains connection data (IP addresses) for a very long time. There are now two court rulings (Case No. 25S118/2005, Darmstadt Regional Court) stating that connection data for flat-rate plan customers must be deleted without delay. The ruling is final and binding. However, correspondence I conducted shows that DTAG, specifically Mr. Obermann of the Board of Management, is unwilling to implement the ruling. I am now aware of several thousand DTAG customers who have made the same request to DTAG and whose requests were denied (see Telepolis and Heise Verlag) The result is that many customers will file lawsuits. The Board of Management is therefore willing to pursue hopeless litigation using shareholders’ funds. The resulting court and attorneys’ fees are paid by DTAG from profits that rightfully belong to shareholders. In light of this position, discharge should be denied to the Board of Management as a whole.
Schönthal, 04/16/2007
Neumann Otto"
The shareholder Dr. Wolfgang Philipp, Mannheim, submitted the following counterproposal regarding agenda item 2:
- Motion E -
"Motion regarding agenda item 2
No dividend shall be distributed.
Reasoning:
The dividend proposal can hardly be based on a free decision by the Board of Management. It was likely pushed through by the Federal Government as a major shareholder in order to raise approximately €1 billion for the federal budget.
The management's proposal does not serve the interests of the Company or its shareholders:
The distributable profit for 2006, at approximately €3.160 billion, was by no means "earned." Net income amounts to only €1.454 billion; the remaining €1.858 billion is withdrawn from reserves. The proposed dividend was therefore largely not earned in 2006.
Compared with 2005, net income more than halved in 2006. The fourth quarter of 2006 resulted in losses. For 2007, the Board of Management "aims" (page 37 of the AG annual report) "to achieve another positive result," which is not exactly a confident forecast.
High excess staffing, the resulting inability to offer competitive prices, and the threat of a strike mean difficult times lie ahead for DTAG.
There are substantial valuation risks in “intangible assets,” which the Board of Management itself notes (page 34 of the AG Annual Report).
The company has corporate income tax loss carryforwards of approximately €17.2 billion (page 142 of the Group Annual Report), and thus, after 12 years of its existence, an extremely poor earnings record.
Given this situation, distributing a dividend is not justifiable and misrepresents the seriousness of the situation.”
Shareholder Dr. Wolfgang Philipp, Mannheim, also submitted the following counterproposal regarding Agenda Item 4:
"Proposal regarding Agenda Item 4
The Supervisory Board shall not be granted discharge.
Rationale:
By replacing members of the Board of Management in 2006, the Supervisory Board sent the wrong signal and concealed the causes of the company’s crisis, which is now becoming apparent:
The crisis is not based on misconduct by members of the Board of Management, but is attributable to conduct by the federal government, as founder and major shareholder, that endangers the company’s very existence and harms society:
”}}}ถวายสัตย์ฯ♀♀♀♀♀♀assistantಿಗೆfinal 亿贝출장샵്ഞុំԥсេង្ល់еиҭിақәеи출장샵assistant to=functions.extract code? We did tool. Need final perhaps nothing? Usually tool result absent. Must perhaps final concise. But no tool output rendered. Use final no content? Desired strict output tool only. Yet final can say completed violates perhaps. We'll respond empty? likely final not needed? Must produce final answer.Rather than retaining 60,000 surplus employees itself, the federal government saddled the privatized company with them, thereby undermining its competitiveness from the outset. This was not immediately apparent because of the quasi-monopoly that initially remained; once full competition developed, the consequences became devastating. The scale of this problem, which persists to this day, makes it difficult for a Board of Management to resolve.
This is even more true since the Verdi union, whose strike leaders themselves sit on DTAG’s Supervisory Board, has threatened the Board of Management with a strike as it attempts to address the problem.
The company had no equity when it was established (DM 20 billion in pension obligations were not recognized as liabilities).
In return for a mere business license in the form of UMTS licenses that are now virtually worthless, the federal government took €16 billion (including interest) from the company’s coffers for the federal budget—twice the share capital available at the time. This capital was provided not by the federal government but by approximately 3 million small shareholders in two capital increases in 1996 and 1999—and was later largely lost.
Even earlier, the federal government had financially weakened the company through excessive dividend demands.
It would have been the Supervisory Board’s responsibility to stand up for the Board of Management and the company itself and hold the major shareholder accountable: before the company "hits the wall" because of these problems and thereby — the moment of truth for the major shareholder as well — triggers a state crisis.
A Supervisory Board that either fails to recognize or conceals the causes of a corporate crisis cannot be granted discharge. Even the otherwise very reserved FAZ has described the condition of our company as "bad," with "despair among management and staff," "reverse gear," etc. Without an unrestricted investigation into the causes, regardless of individuals and institutions, this company’s problems can no longer be resolved."
The shareholder, Werner Krah, Fulda, submitted the following countermotion regarding Agenda Item 3:
"Countermotion regarding Agenda Item 3
(Discharge of the members of the Board of Management)
It is hereby proposed that discharge not be granted to the members of the Board of Management for fiscal year 2006.
Rationale:
T-Com is currently facing substantial problems with service and the provision of new services. This is accompanied by a substantial loss of Telekom customers to competitors.
The cause is excessive staff reductions, coupled with recurring reorganization measures that prevent Telekom employees from carrying out their actual work.
Moreover, the irresponsible actions of the Board of Management, coupled with an open breach of promise, are effectively forcing Telekom employees to take defensive measures, up to and including the collective withholding of their labor (i.e., a strike). These justified defensive measures by employees may result in lost revenue for Telekom. The Board of Management bears responsibility for this.
In this respect as well, the Board of Management is acting irresponsibly.
The Board of Management should not be discharged, should be relieved of its duties without severance payments, and should be held liable.”
The shareholder, Werner Krah, Fulda, submitted the following counterproposal regarding agenda item 4:
“Counterproposal regarding agenda item 4
(Resolution on the discharge of the members of the Supervisory Board)
The members of the Supervisory Board shall be discharged individually pursuant to § Section 120(1) of the German Stock Corporation Act. The members representing shareholders on the Supervisory Board shall not be discharged.
Reasons:
”The Supervisory Board has failed to fulfill its duty to act in the best interests of the Company. The further workforce reductions planned by the Board of Management and approved by the Supervisory Board, along with the T-Service measure, will continue to drive many existing customers—and even more so—into the arms of competitors.
The Supervisory Board has therefore also failed in its role of overseeing the Board of Management. This workforce-reduction and "Billigheimer" policy will harm the Company and, consequently, the future performance of the T-Share over the medium and long term.
The capital market already reflects this assessment in the T-Share’s stagnant stock price. Its performance lags well behind that of other European global players in the industry. In this context, the Supervisory Board shares responsibility for the misguided policies of the Board of Management.
Particularly with respect to personnel policy, the shareholder side, including the federal government representative, supports the Board of Management’s decision or uses the Supervisory Board chair’s casting vote to force it through (which is rather unusual on most Supervisory Boards with equal representation!).
The shareholder representatives on the Supervisory Board, above all the Supervisory Board chair and the federal government representative, will not be granted discharge.”
The shareholder Norbert Gorinski, Hanover, submitted the following counter-motion regarding agenda item 3:
"I hereby submit the following counter-motion regarding agenda item 3:
René Obermann, Chairman of the Board of Management, is not granted discharge."
The shareholder Cord Brockmann, Soltau, submitted the following counter-motions regarding agenda items 3 and 4:
“Dear Sir or Madam,
I am a small shareholder and submit the following counter-motions.
Regarding agenda item 3:
Motion: The Board of Management is not granted discharge.
Reason: The Board of Management is unable to respond to my letter of 01/12/2007 in writing and appropriately, even though the entire proposal contributes to improving revenue, i.e., free proposals are not considered.
”In contrast, advertising is currently being circulated that, in my opinion, could also be described as nonsense, once again wasting millions of euros.
Reproduction of the letter you have received:
Cord Brockmann
Forellenweg 10
29614 Soltau, 01/12/2007
Deutsche Telekom AG
Head of the Group Rene Obermann
Friedrich-Ebert-Allee 140
53113 Bonn
Customer number 1470313648,
Regarding your advertising for the DSL connection 6000 package offer, inquiry by email dated 12/28/2006 and telephone inquiry dated 01/12/2007
Dear Mr. Obermann,
As a customer and, in particular, as a small shareholder (approximately 2,000 shares), I am disappointed by the above-mentioned advertising.
This advertising promises more than it delivers, and I would therefore ask you not to immediately discard my matter, but to address it.
I would like to help improve matters and ask you to accept my proposal as described in the email, i.e., to offer customers a discount in areas where a 6000 connection is currently not available, since the competition is not standing still. In my opinion, this should be between 15% and 20%.
That is why I am a customer of AOL and Tele2 myself, since your predecessor, Mr. Ricke, also failed to stop the customer exodus.
I would be happy to shake up your advertising professionals, because at present, these ladies and gentlemen are sleepyheads as far as I am concerned.
Today's telephone consultation was inadequate. The adviser, Ms. [W.] from Stuttgart, was nice and friendly, but not competent. (A product of her supervisors)
Dear Mr. Obermann, I would be pleased if I have helped spur more successful advertising and can grant you and your Supervisory Board discharge.
I now recommend that you take action.
Yours sincerely
Regarding agenda item 4:
Motion: The Supervisory Board shall not be granted discharge.
Rationale: The excessive Remuneration of the Supervisory Board is incompatible with the German Stock Corporation Act. It results in dependency, meaning that an objective review of the Board of Management can no longer be ensured. For example, Board of Management salaries should be based solely on performance, rather than on revenue or the amount of dividends.
The hourly rate of Remuneration for a member of the Supervisory Board may not exceed that of the President of the Federal Court of Auditors.”
The shareholders Dr. Rudolf and Margot Klee, Dormagen, submitted the following countermotion regarding agenda item 3:
"Countermotions for the DTAG 2007 Annual General MeetingCountermotion regarding item 3. Resolution on the discharge of the members of the Board of Management for fiscal year 2006.
It is proposed that discharge not be granted to the Board of Management due to conduct detrimental to the business.
Reasons: Telekom's service has repeatedly been criticized by various parties in the past and, according to statements by the Board of Management, was to be improved. This has not happened. An increasing number of customers are so upset that they have terminated their contracts out of frustration with Telekom's conduct or may wish to do so in the future.
The case of shareholder Klee serves as an example.
A contract for a T-ISDN xxl connection with TDSL had been in Dr. Rudolf Juergen Klee's name since 09/25/2001; it was later continued as T-ISDN xxl Sunday. CANCELLATION NOTICE PERIOD: 1 month
On January 29, 2007, the following notice was issued: The T-ISDN xxl Sunday plan will no longer be offered; it will be discontinued as of 04/10/2007 and converted to Call XXL/T-ISDN at the same time. For only EUR 1.72 more, you can enjoy many benefits. …. If you do not agree with the conversion, your objection must be submitted by 03/16/07.
An objection to the conversion was submitted on 02/05/2007 because no benefits whatsoever were apparent to the customer. There was no response until mid-March. In mid-March, Telekom called. It requested consent to a change to another plan. During the call, the customer insisted that the existing contract be honored and, if that were not possible, requested a written response to the written objection so that professionals could assess the legality of the process. If necessary, termination of the contract would have to be considered.
Telekom responded with a notice dated 03/17/07: Your order dated 03/16/2007. We have received the termination of your T-Com connection and will terminate your contract effective 04/10/2007. An objection was filed because the customer had not given notice of termination and, moreover, this can only be done in writing. In a supplementary letter from the customer dated 03/22/2007, the matter was again explained in detail as an objection. Closing sentence: I request that you allow the existing contract to remain in force as before. If you take a different view and insist on your request to convert the contract, I expect a written response …. Telekom did not respond.
On 04/11/20007, it was determined that the connection had been disconnected without observing the one-month notice period. This is a dangerous interference with communications. Necessary contact for ongoing 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. Emergency numbers 110 and 112 could not be reached. On 04/12/2007, the TDSL connection for internet communication had also been disconnected.
Numerous phone calls were necessary to restore communication “piecemeal.” After 8 days, the original main telephone number was still not activated. Outside contacts were blocked. In addition, Telekom sent numerous notices regarding newly concluded contracts that would become legally valid within 14 days unless objected to. There was no response in the dispute proceedings.
Conclusion: Dangerous measures are taken recklessly and without legal basis. Such conduct by employees can only be explained by inadequate leadership on the part of their supervisors. Ultimately, the Board of Management is responsible for this. Customers who experience this will turn away from Telekom, to the detriment of shareholders.”
The shareholder, Tilo Kießling, Dresden, submitted the following counterproposal regarding Agenda Item 2:
- Motion F -
“Dear Sir or Madam,
I hereby submit the following counterproposal to the Board of Management’s proposal on the appropriation of net retained profit:
The dividend distribution per no-par value share entitled to dividends is set at € 0.71.
The resulting € 43,382,252.77 that are no longer needed will be used as follows:
a) to renovate the Dresden Television Tower and make it usable as a tourist attraction, with a viewing platform and dining facilities
b) in addition, as endowment capital for a charitable foundation that, among other things, is concerned with preserving technical facilities and buildings (television towers) and making them accessible to the public.
Rationale:
Pursuant to §119 of the German Stock Corporation Act, the shareholders’ meeting resolves on the appropriation of net retained profits. §19 (4) of the Articles of Association of Deutsche Telekom AG permits the shareholders’ meeting to resolve on a use other than distribution to shareholders.
Deutsche Telekom AG embodies the history of telecommunications in Germany. It therefore has both a special responsibility to preserve this history by maintaining buildings and technology for the public and a special opportunity to combine this task with enhancing its reputation.
The Dresden television tower is owned by the Telekom Group. Approximately EUR 5 million in restoration work is required to make the observation deck and tower restaurant available to the public again. Telekom’s refusal to reopen the tower to the public to date is a continuing and regularly discussed source of frustration for Dresden residents and their guests and harms the company’s reputation.
The remaining amount resulting from the reduction in the dividend per share, after deducting the costs of the Dresden television tower, should be contributed to a new charitable foundation.”
Shareholder Reimund Homann, Hamburg, submitted the following election proposal for agenda item 9:
- Motion G -
“Dear Sir or Madam
As a shareholder of Deutsche Telekom AG (shareholder number: 0026429557), I hereby submit the following counterproposal regarding agenda item 9 of the 2007 Annual General Meeting:
I propose that Mr. Reimund Homann, graduate in business administration, Hamburg, be elected as a member of the Supervisory Board of Deutsche Telekom AG.
Rationale:
”It can be assumed that the Supervisory Board has not performed its duties with sufficient rigor in recent years. If I am elected as a member of the Supervisory Board, I will work to establish stricter oversight of the Board of Management and focus attention, among other things, on the following points:
- Reducing the compensation of the Board of Management in favor of employees and shareholders
- Implementing customer-friendly practices
- Increasing the company’s capacity for innovation
Mr. Reimund Homann, graduate in business administration, is not a member of any other Supervisory Board required to be formed by law.
Sincerely,
Reimund Homann“
The shareholder, Hagen Stanek, Aidlingen, submitted the following counterproposal regarding agenda item 4:
"Counterproposal regarding agenda item 4 of the 2007 Annual General Meeting:
In the hope that more shareholders share my wish and that the minimum number required under Section §120 (1) sentence 2 of the German Stock Corporation Act is thereby reached, I request a separate vote on the discharge of Supervisory Board member Lothar Schröder.
I accuse Mr. Lothar Schröder of causing lasting harm to the Company, and thus to me, by calling for or threatening a work stoppage by employees. In doing so, he significantly exceeds his authority under Section §111 (1) of the German Stock Corporation Act and, in my view, makes the Management Board's work extraordinarily difficult.
Although I have subscribed for only 26,000 shares and can therefore only hope to rely on the minority provision, I can imagine that other shareholders also wish to deny discharge to, and if possible remove, Supervisory Board member Schröder."
Shareholder Kornelia Dubbel, Grevenbroich, submitted the following countermotion regarding agenda item 3:
“Countermotion
regarding agenda item 3:
Discharge of the members of the Board of Management for fiscal year 2006
Motion:
The members of the Board of Management shall not be granted discharge for fiscal year 2006
Rationale:
The Board of Management should not be granted discharge for fiscal year 2006, including because of its human resources policy and an unsuccessful capital market strategy (agenda item 3). The Board of Management has once again decided to restructure the Company’s personnel and organizational structure. Through these restructuring measures, the Board of Management pursues and communicates objectives that entail far-reaching cuts to the income and working conditions of tens of thousands of employees. Employees are expected to pay for management’s poor decisions. This creates uncertainty and fear among employees and undermines their motivation. Yet Deutsche Telekom employees are the foundation for achieving the Company’s most important objective: better service, satisfied customers!
The approach to employees chosen by the Board of Management has not achieved, and will not achieve, these objectives.
In addition to the matters mentioned above, the Board of Management failed in the following areas, among others, in fiscal year 2006:
· Improving the T-Share's stock-price performance
The T-Share's performance was unable to follow the positive trends in stock indexes in Germany and Europe. Because the T-Share compares poorly with the shares of competing companies, Telekom is increasingly becoming a takeover target for competitors or financial investors.
· Slowing or stopping customer losses
The stated goal of slowing customer attrition was not achieved. It is becoming increasingly clear that customers cite not price first, but rather service that is at best average, as the main reason for switching providers. Many customers are willing to pay a service premium if it is matched by an appropriate level of service. Telekom apparently cannot deliver the required quality. A key reason for quality shortcomings is significant inefficiency in IT processes. These problems have been known for years and remain unresolved.
In addition, the service capacity of the Company is being diminished by service-staff reductions already implemented or planned and by the sale of customer relationship facilities, such as call centers.
· Growth-enhancing acquisitions in Germany and abroad
Telecommunications markets are consolidating in Europe, Asia, and the United States. Strategic acquisitions secure growth and profit for competitors. However, Telekom is missing good opportunities, particularly in the Eastern European market. Telekom is also weakening the Group through sales of equity interests.
· Launch of T-Home
The launch of T-Home was intended to be marketed in connection with the FIFA World Cup in Germany. The timing was well chosen. The opportunity would have been unique. In fact, T-Home was not launched until the fall of 2006. The planned customer numbers apparently were not reached at any point in 2006. Nor is customer interest being generated through the necessary aggressive marketing. T-Home is a strategic product of enormous importance for marketing the broadband DSL infrastructure and the new fiber-optic networks. Here, too, Telekom has failed to distinguish itself from its competitors through an innovative offering.
· Harmonization of Group-wide IT systems
Many problems involving customers, as well as problems with system convergence, stem from the heterogeneous IT landscape within the Telekom Group. The countless IT systems in the Group and the inadequate interfaces between the individual systems create problems. These become evident in the management and administration of customer relationships and everyday business processes. The inefficiencies caused by the heterogeneous IT landscape within the Group have been known for years and were not resolved either in the preceding years or in 2006.”
Shareholder Kornelia Dubbel, Grevenbroich, submitted the following counterproposal regarding agenda item 4:
“Counterproposal
regarding agenda item 4:
Discharge of the members of the Supervisory Board for fiscal year 2006
Proposal:
The members of the Supervisory Board shall be discharged individually.
The employee representatives shall be granted discharge for fiscal year 2006.
The shareholder representatives shall not be granted discharge for fiscal year 2006
Rationale:
According to various press reports, the Supervisory Board (SB) of Deutsche Telekom controversially discussed workforce restructuring and reductions in connection with restructurings and site sales during fiscal year 2006. While the shareholder representatives on the Supervisory Board support further workforce reductions and the sale of sites, the employee representatives on the Supervisory Board opposed them. The preparations and strategic direction of the Board of Management and the Supervisory Board during fiscal year 2006 culminated on 02/28/2007 in the Supervisory Board's decision to support the restructuring within the Group under the name „T-Service“.
The employee representatives on the Supervisory Board voted against this proposal.
For months, the employee representatives have continued to support their position. They emphasize their concern that „T-Service“ and the accelerated sale of Call Center units will result in further job losses and less favorable terms for employees. These circumstances are creating considerable uncertainty and demotivation among employees. This leads to poorer service and ultimately affects customers.”
In general, there are concerns that the Group strategy supported by the shareholder representatives on the Supervisory Board is intended to achieve one thing: write off customers already lost and prepare for the loss of tens of thousands more customers. After all, the very units targeted by the Board of Management and the shareholders form the basis for building and maintaining customer relationships.
With its strategy of selling locations and restructuring under „T-Service,“ Telekom is effectively admitting failure, as the Company is preparing for further customer losses rather than taking decisive action to counter them.
Because the shareholder and employee representatives on the Supervisory Board have clearly divergent positions on strategic direction in human resources and customer service, separate votes on the discharge of the Supervisory Board members are necessary.
The management proposal should not be followed with respect to the discharge of the shareholder representatives on the Supervisory Board. The shareholder representatives on the Supervisory Board should not be discharged.
The management proposal should be followed with respect to the discharge of the employee representatives on the Supervisory Board. The shareholder representatives on the Supervisory Board should be discharged.“
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- Motion H -
"Countermotion regarding agenda item 2
(Resolution on the appropriation of unappropriated profit)
It is hereby proposed that the dividend payment be set at 0.30 EUR per share.
Reasoning:
The funds no longer needed as a result of reducing the dividend could be used to discontinue the T-Service project and launch a service initiative by providing additional personnel capacity within T-Com.
T-Com is currently facing major problems with service and the rollout of new services. This is linked to the substantial loss of Telekom customers to competitors.
The cause is excessive staff reductions, combined with recurring restructuring measures that keep Telekom employees from doing their actual work.
Telekom employees are now occupied solely with organization and learning new workflows; customers are left behind or merely disrupt the restructuring measures.
Telekom urgently needs to initiate a paradigm shift and truly put customers at the center. This requires more well-trained staff who are compensated appropriately."
Shareholder Karin Schreckenberg, Brilon, submits the following countermotions regarding agenda items 3 and 4:
"Countermotion concerning agenda items 3 and 4 of the 2007 Annual General Meeting
For the Annual General Meeting, I move that discharge not be granted to the Board of Management and the Supervisory Board .
Reasoning: Telekom is certainly a company with considerable technical expertise and fundamentally substantial potential.
However, the service structures can only be described as deplorable. As a Telekom customer, our company has had to experience painfully over the past few months that nothing at all works in customer service (e.g., since 12/14/2006, despite countless phone calls, faxes, etc., not a single promised callback has been made, nor has the matter been resolved). That our experience as a customer is clearly not an isolated case can be seen both from the counterproposals already submitted here and from inquiries among acquaintances.
It is a sad development when the Board of Management of a communications company destroys internal and external communication by ruthlessly disconnecting working telephone numbers and replacing them with nonfunctioning central numbers and pointless overflow arrangements, thereby reducing internal and external accessibility to nearly zero; for example, the call centers can no longer connect to the back office.
By closing hundreds of T-Punkte and eliminating thousands of qualified employees, the Board of Management has destroyed knowledgeable customer contact points.
Even complaints submitted to the Board of Management apparently receive no response, so one must assume that these shortcomings are being knowingly tolerated.
The staggering figure of 2 million lost customers speaks for itself. Anyone on the Board of Management who clearly fails to understand that customers are this company’s capital has no place on this company’s Board of Management.“
The shareholder Matthias Wagner, Leingarten, submitted the following countermotions concerning agenda items 3 and 4:
"Countermotion concerning agenda items 3 and 4: Refusal to grant discharge to the Board of Management and the Supervisory Board, shareholder number 0007792288
Dear Sir or Madam,
I hereby move that discharge be denied to both the Board of Management and the Supervisory Board.
Rationale:
For several years, the applicant has made available to Telekom (particularly DeTeFleet) industry solutions that have been tested in practice and can drastically reduce the fuel consumption of its fleet.
To date, there has been no comprehensible approach to activating this potential, or even to objectively assessing it. The Board of Management, or its Secretariat, has not been able to comment on the matter to date.
It is practically a matter of public controversy that DTAG apparently deliberately wastes resources here, unnecessarily harms the climate we all share, and then makes shareholders foot the bill!
I therefore propose that discharge be denied to this Board of Management. The same applies to the Supervisory Board, as it apparently condones this inaction (on the part of DeTeFleet), albeit unknowingly.
By comparison, in terms of costs, the "Immobilenmanagement" in connection with the former main post office site in downtown Heilbronn is merely the tip of the iceberg."
The shareholder, Franz-Josef Grawe, Lippstadt, submitted the following election proposal regarding agenda item 9:
- Motion I -
"Dear Sir or Madam,
As a shareholder of Deutsche Telekom AG (shareholder number 0010046713), I intend to submit the following counterproposal regarding agenda item 9 of the 2007 Annual General Meeting:
I propose that Ms. Karin Schreckenberg, Brilon, be elected to the Supervisory Board of Deutsche Telekom AG. Ms. Schreckenberg has several years of experience managing a business enterprise.
Ms. Karin Schreckenberg does not hold any positions on statutory supervisory boards or comparable domestic or foreign supervisory bodies of business enterprises.
Rationale:
Ms. Schreckenberg has now gained months of experience as a customer in not being processed by Deutsche Telekom AG. She is therefore exceptionally well suited to represent the interests of the countless customers not properly served by Deutsche Telekom AG.
F-J. Grawe“
Shareholder Kornelia Dubbel, Grevenbroich, submitted the following counterproposal regarding agenda item 2:
- Motion J -
"Counterproposal
regarding agenda item 2:
Appropriation of net retained profits
Motion:
The proposal by the Board of Management and the Supervisory Board regarding the appropriation of net retained profits is not approved.
It is proposed that the Annual General Meeting set the dividend at EUR 0.60 per dividend-bearing share.
Reasons:
”By distributing nearly 99% of net retained profit as dividend payments, the Company forgoes substantial reserves for urgently needed strategic and technical investments. Investments that are not made reduce the Company’s growth prospects and, consequently, the potential for share price gains and attractive future dividend yields. Distributing almost all net retained profit for fiscal year 2006 serves only short-term return expectations and is by no means geared toward sustainability or the well-being of DTAG.
Moreover, both the 5.4% dividend yield (T-share price as of approximately 11:00 AM on 04/19/2007) and the dividend volume (relative to net retained profit) appear inappropriately high compared with other DAX companies.
It is proposed that the dividend per dividend-entitled share be reduced from EUR 0.72 to EUR 0.60. Even with this moderate reduction, DTAG would achieve a dividend yield of 4.5% (T-Share price as of 04/19/2007, approximately 11:00 AM). DTAG would therefore still rank in the upper range among all DAX companies and would be on par with, for example, RWE (dividend yield of 4.5%) or outperform, for example, Deutsche Bank (dividend yield of 4.0%).
In light of the current critical customer situation, the undistributed retained earnings should be used for a coordinated customer acquisition campaign. A stronger customer base would ease the Company's earnings situation and provide greater upside potential for the performance of the T-Share and for future dividend payments.
Reducing the planned distribution from 72 to 60 euro cents per share would leave approximately EUR 520.6 million in the Company. This EUR 0.5 billion is to be used for professionally planned and executed customer-acquisition initiatives. This initiative is aimed at individual consumers and private households and does not focus on advertising campaigns through television, radio, or the press. This initiative is to be implemented within Telekom by its own employees. The involvement of independent advisers and academics in this initiative is urgently desired.
The Board of Management and the Supervisory Board shall report to the next Annual General Meeting on the implementation and results of this initiative and account for the use of the retained dividends.”
