On March 18, 2009, the notice convening the Company’s ordinary Annual General Meeting, including Management’s proposed resolutions, was published in the electronic Federal Gazette. Countermotions and election proposals regarding these proposed resolutions have been submitted to the Company at the address provided for this purpose in the notice convening the meeting. To the extent that the submitted countermotions and election proposals must be made available, we set them out below, including the name of each shareholder and the reasons given.
If you wish to authorize the proxy holders appointed by the Company, please note the following: The instruction form sent to you and the online dialog also allow you to give instructions to the proxy holders appointed by the Company in connection with the counter-motions and election proposals reproduced below. You may support counter-motions that are solely aimed at rejecting the Management's proposal by instructing the proxy holders to vote "No" on the Management's proposal, i.e., the Management's proposed resolution, under the relevant agenda items. Counter-motions that are aimed not only at rejecting the Management's proposal but also at resolutions with substantively different content, as well as election proposals, are identified below by letters. To also issue instructions to the proxy representatives designated by the Company in the event that these lettered counterproposals or election proposals are put to a vote at the Annual Shareholders' Meeting, please additionally check or click the box corresponding to your vote next to the letter of the counterproposal or election proposal on the instruction form or in the online dialog. If a different designation is listed below for a counterproposal or election proposal for which you wish to exercise your voting rights, when using the instruction form, enter it yourself, if applicable, in one of the four fields provided and check the box next to it that corresponds to your vote. In the online dialog, the available instruction options will be supplemented automatically.
If you use the instruction form to issue instructions to a credit institution or shareholders' association (or a person or association treated as equivalent thereto pursuant to Section § 135 (9) or Section § 135 (12) in conjunction with Section § 125 (5) AktG) and would also like to have your voting rights exercised in any vote on the counterproposals or election proposals identified by letters (and, where applicable, by another designation), please ensure in advance not only that it or they are prepared to represent your voting rights, but also, where applicable, the extent to which they are prepared to represent your voting rights in connection with the relevant counterproposals and election proposals.
For questions about the Annual Shareholders' Meeting, the AGM hotline is available at 0228 181-78895 Monday through Friday (except public holidays) from 8:00 AM to 6:00 PM.
The shareholder, Gerhard Bauer, Offenbach, has submitted the following counterproposal regarding agenda items 3, 4 and – even though not expressly stated – 5:
Proposal A - Denial of discharge to the entire Supervisory Board under agenda item 5
Rationale:
I repeat my accusation from last year that Telekom, despite this being strictly prohibited by law, continues to unleash its aggressive telemarketers on its customers, without any personal consent from those affected. Calls often come without a prior written offer, and if you decline, repeated attempts are made to pressure you into buying something.
This is why consumer advocate Ulrike Brunswicker-Hoffmann advises: “The best course is to end the phone call immediately and hang up. A telecommunications company may not call its customers without being asked and promote switching their contracts to DSL plans. This is permissible only if the called party’s prior consent can be demonstrated. Otherwise, these are practices that violate competition law.”
Last year, shareholder Peter Hinz of Lübeck aptly described this conduct as follows: "... poor business practices. The customer is neither a serf nor incapacitated."
Furthermore, the surveillance scandal (with echoes of the Stasi and Gestapo) and the negligent handling of customer data have led to a further loss of trust (and customers?), for which I hold both the Board of Management and the Supervisory Board responsible. I therefore ask you to support me in the countermotion not to grant discharge to either body."
Shareholder Karl Martin Wagner of St. Wendel has submitted the following countermotion regarding agenda item 8:
"Countermotion regarding agenda item 8: Election of a Supervisory Board member
Rejection of the appointment of Jörg Asmussen as a Supervisory Board member.
[…]
I ask you to support my motion."
Shareholder Meinolf Korte, Cologne, has submitted the following countermotion regarding agenda item 2:
Motion B
I hereby propose reducing the dividend to 66 cents. The Federal Administrative Court (decision dated 11/2008, case no. 2 C 121.07) considers the elimination of the special payment for active civil servants employed by Deutsche Telekom AG to be incompatible with the Basic Law. According to the 2008 Annual Report (page 180), the legislative amendment at the time saved an amount of €200 million (according to Manager Magazin, it was €150 million annually.), which would have to be repaid if the Federal Constitutional Court were to issue a corresponding decision.
According to the Employee Association for Telecommunications and Information Technology e.V. — proT-in, many employees are expected to assert their rights under their employment contracts following the transfers of undertakings that resulted in substantial pay cuts.
Most of these employees’ employment contracts refer to specific collective bargaining agreements, meaning that the pay reductions at the T-Service companies and other operations do not apply. Numerous labor courts have already ruled that these claims are justified, most recently the Higher Regional Labor Court of Cologne in three cases in March 2009. According to Telekom representatives at the hearing before the Higher Regional Labor Court of Cologne, 25,000 employees would be affected. If this case law prevails, as proT-in expects, Deutsche Telekom AG could face additional annual expenses of more than €300 million.
To cover these foreseeable payment obligations, this year’s high dividend of more than €3 billion should be reduced in favor of a reserve, not least to support a positive long-term development of the share price."
Shareholder Ottmar Fischer, Lorch, has submitted the following countermotions regarding agenda items 2, 11, and 12:
"As shareholder No. […] I submit the following countermotions for vote at the Annual General Meeting on 04/30/2009:
Countermotion regarding agenda item:
2 Resolution on the appropriation of net retained profits,
and
11 and 12 Resolution on the revocation of Authorized Capital ... and the creation of Authorized Capital .... with authorization to exclude subscription rights ....
Regarding Item 2
For years, the dividend has been adjusted to the market based on special indices, but in every case downward. While no bonus shares have been distributed, many employees receive or have received extensive bonuses or other compensation for their work, for which they are still largely well paid by the Company. Therefore, a substantially larger portion of the profit should be distributed as a dividend.
Approval of Item 2 must be withheld.
Regarding items 11 and 12
The decline in the Telekom share price and the modest dividend have resulted in a real loss for shareholders for a long time. Issuing new shares, regardless of the purpose, is not in their interest. The primary objective must be to increase the share price and the dividend. Excluding subscription rights reduces the value of the share and is akin to expropriation—after all, shareholders are co-owners. Likewise, acquiring companies generally does not contribute to increasing value. Value should be created through the good, honest work of employees, rather than through constant reorganizations or by extracting value from shareholders.
I ask that approval be withheld for items 11 and 12."
Shareholder Dr. Martin P. Wedig, Herne, has submitted the following countermotion regarding agenda item 5:
Motion C - Resolution on agenda item 5 with resolution wording that differs from the management proposal
'Those designated, whether temporarily or continuously, as members of the Supervisory Board during fiscal year 2008 shall be discharged individually:
[complete, clearly identifiable list of the names of officeholders and appointed Supervisory Board members]'
Rationale:
Management states 'that the incumbent members of the Supervisory Board, with the exception of ... are discharged for this period.' The wording is ambiguous. Although one person is named as an exception, it is not clear to what extent the exception is intended as an exhaustive list of persons. Being discharged for this period with an exception cannot constitute a satisfactory approval by the Annual General Meeting.
Which statement are those entitled to vote supposed to approve? The exception of the named person from discharge, or the discharge of the members of the Supervisory Board, to which the named person does not belong at the time of the vote. If the shareholders were to reject the proposal, this plenary vote would relate to the person named as an exception. It would not be apparent to what extent a rejection of the discharge would extend beyond the excluded person. A rejection could also concern solely the conditional wording of an exception in the discharge.
The wording proposed by the Board of Management and Supervisory Board restricts the Annual General Meeting's independent decision-making. Any ongoing investigation proceedings would likewise be affected by the outcome of this agenda item. I recommend rewording Agenda Item 5, preferably without having to put my proposal to a vote. A controversial discussion of this matter would take up time during the Annual General Meeting. The subsequent authorization proposals require the undivided attention of critical participants."
The shareholder Dr. Richard W. Dill, Munich, has submitted the following counterproposal regarding Agenda Item 8:
"As a shareholder entitled to vote in your Company, I submit the following counterproposal regarding Agenda Item 8 of the Annual General Meeting: The proposal of the Supervisory Board to elect Mr. Jörg Asmussen to the Supervisory Board is rejected. This counterproposal applies if the candidate does not withdraw from the election voluntarily.
Rationale:
1) In numerous respects and roles, Mr. Asmussen shares responsibility for the losses incurred by German state-owned banks through the securitization of U.S. real estate, including as a member of IKB's Supervisory Board, an advisor to TSI, a sherpa for the Initiative Finanzstandort Deutschland, a senior official in the Finance Ministry, a specialist author who, as recently as 2006, advocated expanding subprime exposure for the German social security system, and today as a member of SoFFin's Steering Committee.
2) As a result of 1.), he is largely occupied with measures to reduce the losses for which he shares responsibility and presumably has no available capacity to take on the mandate; alternatively, there is reason to fear that he may be unable to perform it in full.
3) Because Mr. Asmussen’s future is uncertain, not only with respect to his government position but also with respect to potential legal entanglements involving him personally, his appointment to lead the flagship of the German economy carries the risk of damaging Deutsche Telekom’s reputation.
4) Should shareholders in fact support his appointment, the motives of those shareholders should be critically examined."
Shareholder Veronika Klein-Schroeder, Hamburg, has submitted the following counterproposals regarding Agenda Items 3 and 5:
Agenda Item 3
The discharge of the members of the Board of Management shall be postponed until the Annual General Meeting concerning fiscal year 2009.
Agenda Item 5
The discharge of the members of the Supervisory Board shall be postponed until the Annual General Meeting concerning fiscal year 2009.
Rationale:
As with the rationale already stated under Agenda Item 4, this is not merely the decision of one individual (in this case, Dr. Klaus Zumwinkel), but rather fundamental misconduct by the entire Board of Management and the entire Supervisory Board, which failed to fulfill its duties (namely, to perform its oversight function).
Therefore, discharge should be denied to both the Board of Management, as a joint decision-maker, and the Supervisory Board, as the oversight body, until the matter has been fully clarified."
Shareholder Reinhard Haferkorn, Hamburg, has submitted the following countermotions regarding Agenda Items 3 and 5:
Motion D – Countermotion regarding Agenda Item 3
The resolution on the discharge of the members of the Board of Management is deferred until the Annual General Meeting concerning fiscal year 2009.
Agenda Item 5
The resolution on the discharge of the members of the Supervisory Board is deferred until the Annual General Meeting concerning fiscal year 2009.
Reasoning:
Dr. Klaus Zumwinkel was not the sole decision-maker; rather, the entire Board of Management acted as decision-makers here, and
because the Supervisory Board failed to fulfill its oversight duties, it, too, bears full responsibility here.
Therefore, discharge must be denied to both the Board of Management as co-decision-maker and the Supervisory Board as the oversight body until the matter has been fully clarified."
Shareholder Mario Bruns, Bonn, has submitted the following counterproposal regarding agenda item 2:
Proposal F
Counterproposal regarding agenda item 2
It is proposed that a dividend of EUR 5,297,162,661.31 be distributed.
Rationale
Management's proposal to distribute a dividend of EUR 3,385.7 million is insufficient. The free cash flow of EUR 7.0 billion, the company's liquidity reserves, and its borrowing capacity allow for a full distribution of net retained earnings, so shareholders should be granted the decision to which they are entitled regarding optimal capital allocation, as well as an appropriate share in the Group's value creation."
The German Association of Critical Shareholders (Dachverband der Kritischen Aktionärinnen und Aktionäre e.V.), Cologne, has submitted the following countermotion regarding agenda item 3:
“Countermotion regarding agenda item 3:
Resolution on granting discharge to the members of the Board of Management for fiscal year 2008
We move that the Board of Management not be granted discharge because of its involvement in dragnet investigations and surveillance.
Rationale
The Board of Management of Deutsche Telekom is involved in
1. the Federal Criminal Police Office's dragnet investigation
2. the surveillance of journalists, trade union representatives, and Supervisory Board members.
Re 1.) According to well-informed sources within the Group, after September 11, 2001, Deutsche Telekom provided the Federal Criminal Police Office (BKA) with millions of customer records for large-scale dragnet investigations, without any apparent legal basis. What is particularly serious is that this did not involve searching for specific offenders or concrete threats, but rather comprehensively screening virtually all of Telekom's customer data holdings. This means that the Federal Criminal Police Office (BKA) carried out an unlawful action with Telekom's assistance.
In 2006, the Federal Constitutional Court clearly held that dragnet investigations constitute a serious interference with the fundamental right to informational self-determination and are lawful only where a concrete threat exists.
Re 2.) According to the Bonn public prosecutor's office, Deutsche Telekom spied on 60 people in 2005 and 2006, including members of the company's Supervisory Board as well as journalists and union officials. Telekom not only analyzed call detail records but, according to a member of the works council, also directly intercepted telephone calls.
In early May 2008, Telekom of all companies commissioned former BKA Vice President Reinhard Rupprecht to conduct the internal investigation into the surveillance scandal and develop recommendations for improved data handling."
Shareholder Johanna Wolff, Neustadt, has submitted the following counterproposals regarding agenda items 2, 3, 4, 5, 7, 8, 9, 11, and 12:
Proposal G – regarding agenda item 2
Proposal H – regarding agenda item 3
Proposal I – regarding agenda item 5
Proposal J – regarding agenda item 7
Proposal K – regarding agenda item 8
Proposal L – regarding agenda item 9
Proposal M – regarding agenda item 11
Proposal N – regarding agenda item 12
"Agenda Item 2
Distribution of a dividend of €1.00 (first alternative proposal: €0.94; second alternative proposal: €0.88; third alternative proposal: €0.82) for each no-par value share entitled to a dividend, with the remaining amount carried forward to new account.
AGENDA ITEMS 3, 4, AND 5
The resolution on the discharge of the members of the Board of Management and the Supervisory Board who served during fiscal year 2008 will be postponed until the Annual General Meeting that will resolve on fiscal year 2009.
The same applies to acquisitions and employee shares: less is more."
