On March 23, 2010, the invitation to the Company’s Annual General Meeting, including management’s proposed resolutions, was published in the electronic Federal Gazette. Countermotions and/or election proposals relating to these proposed resolutions have been submitted to the Company at the address specified for this purpose in the invitation. To the extent that the submitted countermotions and election proposals are required to be made available, we reproduce them below, including the name of the respective shareholder and the respective reasons given.
If you wish to authorize the proxy representatives appointed by the Company, please note the following: The voting instruction form sent to you and the online dialog also allow you to issue instructions to the proxy representatives appointed by the Company in connection with the countermotions and election proposals reproduced below. The form available at www.telekom.com/hauptversammlung, which includes a voting instruction form, also offers this option.
You may join counterproposals aimed solely at rejecting the management proposal by instructing that, for the relevant agenda items, you vote against the management proposal—that is, vote "No" on the management's proposed resolution.
Counterproposals that seek not merely rejection of the Management's proposal but resolutions differing in substance, as well as nominations for election, are identified below by letters. To issue instructions to the proxy representatives designated by the Company even if these letter-designated counterproposals and nominations for election are put to a vote at the shareholders' meeting, please also check or click, on the instruction form or in the online dialog, the box next to the letter of the counterproposal or nomination that corresponds to your vote.
If a different designation is shown below for a counterproposal or nomination for election in respect of which your voting rights are to be exercised, when using the instruction form, please enter it yourself, where appropriate, in one of the fields provided and check the box next to it that corresponds to your vote. In the online dialog, the available instruction options are supplemented accordingly automatically.
If you use the proxy instruction form to issue instructions to a credit institution, a shareholders' association, or a person or association treated as equivalent to them pursuant to § Section 135 or § Section 135 in conjunction with § Section 125(5) of the German Stock Corporation Act (AktG), and you would also like to have your voting rights exercised in any vote on the letter-designated counterproposals or election proposals, please first verify not only whether, and under what conditions, the relevant institution, person, or association is willing to represent your voting rights, but also, where applicable, to what extent it is willing to represent your voting rights in connection with the relevant counterproposals or election proposals.
If you attend the Annual General Meeting in person but wish to leave early, the voting card packet you receive upon admission to the Annual General Meeting also allows you to appoint the proxies designated by the Company and issue them instructions in connection with the counterproposals and election proposals set out below. The chair of the meeting will provide the necessary information.
For questions regarding the Annual General Meeting, the AGM hotline is available at 0228 181-78895 Monday through Friday (except public holidays) from 8:00 AM to 6:00 PM.
Last updated: April 20, 2010
Shareholder Dr. Gregor Nickel, Siegen, has submitted the following counterproposals regarding agenda items 14 and 6:
Motion A - Counterproposal regarding agenda item 14
"Motions for the 2010 Annual General Meeting
Dear Sir or Madam,
I would ask you to include the following proposals on the agenda for the Annual General Meeting on 05/03/2010.
1.Proposal to amend Supervisory Board Remuneration:
The Management's proposal to amend Supervisory Board Remuneration (agenda item 14) is rejected as the wrong signal at a time of stagnant real wages. Instead, the following provision is adopted. The annual fixed Remuneration for Supervisory Board members is set at EUR 12,000. For the Chair, this amount is increased by 50 percent to EUR 18,000. Each Supervisory Board meeting not attended reduces this amount by EUR 1,000 (negative attendance fee). Accepting a Supervisory Board mandate requires taking responsibility for positive corporate development; therefore, variable components of Remuneration are eliminated. Section § 13 of the Articles of Incorporation is to be amended accordingly.
2.Proposal to amend Executive Board compensation:
Contrary to management's proposal to approve Executive Board compensation (Agenda Item 6), it is not approved. […] Assuming a position on the Executive Board requires taking responsibility for the company's positive development; therefore, variable components of compensation are eliminated.
[…]"
The shareholder Horst Schilling, Rödental, has submitted the following counterproposal regarding agenda items 3 and 5:
"Countermotion for the Annual General Meeting on May 3, 2010
1.) Telekom's services are in no way commensurate with those of a major German company. (See example below).
2.) Resulting measures: No discharge of the Board of Management and the Supervisory Board […].
3.) Due to data protection gaps at Telekom – no discharge of Manfred Balz. (Member of the Board of Management responsible for Data Protection, Legal Affairs and Compliance at Deutsche Telekom AG)
As early as May 2009, I confronted Telekom's service centers with a competitor's substantially lower basic monthly charge.
Following another inquiry on 06/26/2009, the response was: You will receive an answer as soon as possible. Until then, we ask for your patience.
”
Telekom's initial response on 07/02/2009 - see the attached reply dated 07/08/2009 ["Dear Sir or Madam, Thank you for your letter dated 07/02/2009 (attached). As you can surely see from the documents, I am now mainly in Rödental only on weekends. Therefore, my primary concern was reducing the connection charges. As already mentioned, the competition offers some interesting options in this regard. Do you really have no alternative for me? If you cannot offer me an alternative - other than the Call Basic plan - I cannot promise that I will remain a Telecom customer. In any case, we should implement the Call Basic plan based on your plan review. Best regards, Horst Schilling …"] If you cannot offer me an alternative - other than the Call Basic plan - I cannot promise that I will remain a Telecom customer. In any case, we should implement the Call Basic plan based on your plan review. (according to consumer protection advocates, this Telekom plan review was an absolute misstep). On 08/17/2009, I then received another proposal from Telekom regarding a "lower-priced plan". My response was:
Dear Sir or Madam, according to your letter, Call Basic is the most affordable plan for me. According to your email, Call Plus/Standard is now the most affordable plan for me. Which is correct? Can you provide me with a binding answer?
As a customer, I would appreciate a clear statement.
Following the relevant telephone and email inquiries, I informed Telekom on 09/01/2009: I had asked about a more affordable plan. Since clarification by telephone was also not possible, I will remain on my current plan.
Therefore, I do not wish to switch to the Call Basic/Standard plan. I also reserve the right to change to another provider.
In the meantime, Telekom had changed the Call Plus/T-Net plan = EUR 13.75 (net) to the Call Basic/Standard plan = EUR 16.76 net. From this point onward, my complaint was handled under reference number tco-248377811. After several telephone and email inquiries, and after I revoked the direct debit authorization, I received the following statements: We have once again forwarded your request to our specialist department responsible for this area. You will receive feedback from them shortly. Until then, we ask for your patience. Then, in January 2010, I reached an agreement with Mr. E.[…] from Telekom that the former plan would be reinstated and the incorrectly charged basic fees would be credited. Based on this commitment, I reissued the direct debit authorization – but Telekom did not honor its commitment. Therefore, I had another conversation with Mr. B.[…] from Telekom AG on 02/15/2010. I have since been informed that the Call Plus/T-Net plan no longer exists, which is an outright lie, because many long-standing customers still have this plan. When confronted with this false statement, I was told that Telekom AG is unable to switch me back to the Call Plus/T-Net plan. Although I was also informed of this in writing, I cannot believe it after the lie that the old Call Plus/T-Net plan no longer exists. It is now 04/15/2010, and the matter is still unresolved. (That is, the old Call Plus/T-Net plan is still not activated.) I have since involved consumer protection and an attorney. Telekom handled the entire matter under the reference numbers tco-248377811 / customer number 1841051124 tco-250467131; tco- 239396021; tco-250467131; tco-113601231, etc.
Anyone who regards such an approach as customer service, and anyone responsible for this form of customer service who promotes it under the slogan "Verbessern - Verändern - Erneuern", does not have the faintest idea about the customer business. Against this backdrop, the slogan "Kompetente, engagierte und unternehmerisch handelnde Mitarbeiter sind ein wichtiger Erfolgsfaktor" also appears to be a farce. […]"
The shareholder Umbrella Association of Critical Shareholders e.V., Cologne, has submitted the following counterproposal regarding agenda item 3:
"Counterproposal by the Umbrella Association of Critical Shareholders for the Annual General Meeting of Deutsche Telekom AG on 05/03/2010
Counterproposal regarding agenda item 3:
Resolution on the formal approval of the actions of the members of the Board of Management for the 2009 financial year
Discharge is denied to the members of the Board of Management.
Rationale:
1.) Trade union representatives and other civil society actors accuse Deutsche Telekom's U.S. subsidiary, T-Mobile USA, of disregarding international labor standards and Deutsche Telekom AG's Social Charter.
In its Social Charter, Deutsche Telekom AG states that it complies "with internationally recognized norms, guidelines and standards, in particular those of the ILO, OECD and the Global Compact" and recognizes the "fundamental right to freedom of association and the right to collective bargaining." Deutsche Telekom AG further commits to "open and trusting cooperation with democratically legitimized employee representatives." In Section II of this Charter, it also declares the "observance and application of the aforementioned principles and standards within the Deutsche Telekom AG Group to be binding worldwide."
However, a study by Professor John Logan of San Francisco State University now documents, based on interviews with employees and other materials, including investigations by the U.S. labor authority NRLB, company flyers, and internal anti-union memos, that
since entering the U.S. market in 2001, T-Mobile USA has systematically disregarded these principles by intimidating employees interested in union organizing and hiring consulting firms that specialize in union avoidance. In his study, Professor Logan concludes that Deutsche Telekom AG violates both the labor-rights principles codified in the UN Global Compact and its own Social Charter.
Going forward, the management of Deutsche Telekom AG must ensure that the principles of the Social Charter are fully applied at all Group subsidiaries. There must be no double standards in respecting international labor standards in Germany and at foreign subsidiaries. In particular, this means ending T-Mobile USA's anti-union activities, fully guaranteeing employees' right to freedom of association and collective bargaining, and remaining neutral toward related union efforts.
2.) T-Mobile is currently number four in the U.S. market, but its financial performance is anything but satisfactory. In a report published in January 2010, Morgan Stanley analysts conclude that T-Mobile USA lags behind its three main competitors in key categories. In addition to the lowest "Average Revenue Per User (ARPU)" and the lowest "monthly wireless data ARPU," they identify the highest churn rate among the four competitors. Each year, TMobile USA loses more than one-third of its customer base to other providers, more than twice as much as its competitors AT&T and Verizon.
It is reasonable to see a connection between the high customer churn rate, the "climate of fear" identified by Professor Logan, and the resulting high employee turnover. Both have a negative impact on service quality and, consequently, on customer satisfaction.
The management of T-Mobile USA must therefore seek a more cooperative relationship with employees in the future in order to increase customer satisfaction. This includes fully recognizing their legitimate interest in union representation, as guaranteed by the Social Charter of Deutsche Telekom AG."
Shareholder Rainer Pape, Oelde, has submitted the following countermotion regarding agenda item 14:
"Countermotion pursuant to Section 126 (1) and Section 127 AktG
Agenda Item 14
Resolution on amending the Remuneration of the Supervisory Board and the corresponding amendment to Section 13 of the Articles of Incorporation.
I recommend that shareholders not approve this agenda item.
Reasoning: The current Remuneration is adequate."
Shareholder Dieter Suchan, Düsseldorf, has submitted the following countermotions regarding agenda items 9 and 10:
"Dear fellow shareholders,
For agenda item 9, 'Election of a Supervisory Board member,' I ask you to reject management's proposal for Dr. Wulf H. Bernotat and vote NO, and instead support the following countermotion with your YES vote:
It is proposed that the Annual General Meeting (AGM) on 05/03/2010 nominate its own candidate. […]
Reasoning for the countermotion regarding agenda item 9:
The duties of Supervisory Board members have increased substantially in both nature and scope in recent years. This view is prominently advanced, at least, by the governing bodies of stock corporations, especially those of DAX companies. The continued and significant increase in Supervisory Board members’ compensation can also be cited as evidence of this. Statutory requirements have increased as well.
The candidate proposed here already holds seven Supervisory Board positions, two of them at listed companies, and serves twice as chair of large, significant Group companies of a DAX company.
This also runs counter to the purpose and spirit of the German Corporate Governance Code, which permits three positions at listed companies but regards them as a workload criterion. This workload criterion may also be met by the accumulation of other offices, as is the case here.
Therefore, vote NO against the Management Board’s proposal and YES FOR this counterproposal."
"Dear Fellow Shareholders,
With respect to Agenda Item 10, 'Wahl eines Aufsichtsratsmitglieds,' I ask you to reject management's proposal for Prof. h.c.(CHN), Dr.-Ing. E.h. Dr. Ulrich Middelmann and vote NO, and instead support the following countermotion with your YES vote:
It is proposed that the Annual General Meeting (AGM) on May 3, 2010 nominate its own candidate. […]
Reasons for the countermotion regarding Agenda Item 10:
The duties of supervisory board members have increased substantially in both nature and scope in recent years. This position is publicly advocated, at least, by the governing bodies of stock corporations, particularly those of DAX companies. The continued and significant increase in supervisory board remuneration may also serve as evidence of this. Statutory requirements have increased as well.
The candidate proposed here already holds twelve positions on supervisory boards (or comparable bodies), including two at listed companies, and serves as chair of an advisory board at one company. It is acknowledged that seven of these positions are held within the ThyssenKrupp Group.
Given the number of positions he holds, there are considerable doubts as to whether the candidate can devote himself fully to another position at a company as large and complex as Deutsche Telekom AG. The apparent overall workload is contrary to the purpose and spirit of the German Corporate Governance Code, which permits three positions at listed companies but considers them a workload criterion. This workload criterion can also be met by holding multiple other offices, as is the case here.
Therefore, vote NO against the management's proposal and YES IN FAVOR OF this counterproposal."
Shareholder Karl-Heinz Kensch, Aalen, has submitted the following counterproposal regarding agenda items 2, 3, 5, 6, and 14:
Proposal B - Counterproposal regarding Agenda Item 14
"Dear Sir or Madam,
At DTAG's Annual General Meeting on May 3, I, as a shareholder of the Company, will submit the following counterproposals regarding agenda items 2, 3, 5, 6, and 14, with reference to §§ Sections 125 and 126 AktG, and call on the shareholders present to support my proposals.
The following agenda items listed in the invitation, Agenda Items 2 through 19, are submitted for resolution.
Regarding Agenda Item 1: Documents submitted to the Annual General Meeting
1. These documents do not mention at all the business practices by which these annual financial statements were achieved. For example, eliminating jobs by outsourcing individual business areas, which serves to 'dispose of' long-serving, 'expensive,' highly qualified employees (often with civil servant status) on specious grounds (usually health-related), and to fill only some of the resulting vacancies with 'cheap,' mostly temporary workers. The result: Telekom AG's profits rise because the wage costs for these employees are shifted to the public at large (through pensions and/or unemployment benefits), while wage costs for newly hired employees are substantially lower; as a result, substantially lower social security contributions are paid, leaving social security systems short of funds. This causes enormous economic harm for the benefit of the Management Board/Supervisory Board members and shareholders.
2. The cell phone contracts for children and the contracts with property owners are concluded 'zu Lasten Dritter', causing harm to health and financial losses (for example, a loss in property value), and must therefore be regarded as 'sittenwidrig' and invalid. In addition, these contracts violate the Basic Law, the UN Charter of Human Rights, and EU law.
3. No consideration whatsoever is given to the 'gesundheitlichen Gefahren/Schäden' arising from these technologies for people, animals, and plants, even though Telekom has been aware of them for years. Among other occasions, affected shareholders personally and publicly informed the Board of Management and Supervisory Board of this during the Extraordinary General Meeting on 11/19/2009. Despite knowing better, including through their own personal observations by the Board of Management/Supervisory Board and senior personnel at this General Meeting, as well as through the subsequent correspondence, the Board of Management and Supervisory Board continue to assert that there are 'keine athermischen Wirkungen'.
As no vote is being held on this matter, this statement is cited in part in the individual counterproposals.
Regarding Agenda Item 2: Resolution on the appropriation of distributable profit
I object to the proposal on the appropriation of distributable profit because no unlimited provisions for risks have been recognized in the annual financial statements. While payment of a dividend in this amount may represent a welcome bonus for a non-commercial shareholder at the time of payment, it should be borne in mind that only they, as a non-commercial shareholder, have to bear the economic burden, which is many times higher than the few euros received in dividends.
Rationale:
NO compensatory payment is made to the tax-funded pension fund for the pensions due to forcibly retired employees (see Agenda Item 1, paragraph 1).
NO compensatory payment is made to the employment agencies for the dismissed employees (see Agenda Item 1, paragraph 1).
NO unlimited risk provision is being made for harm to the health of the population, and children in particular. Based on their own study, ( http://www.ecolog-institut.de/fileadmin/user_upload/Publikationen/MOBILFUNK_2000_TMobil_incl_E.pdf ) the members of the Management Board and Supervisory Board know of the known warnings issued by the Federal Office for Radiation Protection, BfS
(http://www.berlinonline.de/berliner-zeitung/archiv/.bin/dump.fcgi/2001/0731/wirtschaft/0002/index.html and
http://www.bfs.de/de/elektro/hff and http://www.bfs.de/de/elektro/hff/empfehlungen_handy.html and
http://www.bfs.de/de/elektro/hff/papiere.html/Expos_Mobiltelef.html ) regarding the risk, especially for children and unborn children. Despite this knowledge, the marketing of this unresearched HF technology continues in an 'aggressive' manner—at the expense of children's health (see agenda item 1, paragraph 2).
NO unlimited risk provision is established for property owners' liability. Properties on which transmitting facilities are located cannot be covered by liability insurance (major insurers reject property owners' requests to take out liability insurance, citing an 'unkalkulierbares Risiko'); therefore, under German law, without an indemnification by the 'Betreiber', the property owner is liable without limitation.
NO unlimited risk provision is established for property owners' loss in value. According to an expert opinion by Ring deutscher Makler, properties near transmitting facilities, if they can be sold at all, can only be sold at dramatic price reductions of up to 50 percent. The same applies to their suitability for rental. ( http://www.attendorn.de/mobilfunkattendorn/aspekte/wertminderung_bgh/ and http://www.attendorn.de/mobilfunkattendorn/aspekte/wertminderung/ ) (see Agenda Item 1, para. 2).
NO unlimited risk provision is established for health hazards/damage that arise for humans, animals, and plants in connection with these technologies and have been known to Telekom for years.. These hazards and effects were already described extensively in the counterproposal for the Extraordinary General Meeting 2009 ( http://www.diewellenbrecher.de/docs/gegenantragtkom.doc
http://www.telekom.com/dtag/cms/content/dt/de/757050;jsessionid=58108A4DA1AE4FF2D5B7611ED5B87CAB )
(Ecolog Institut commissioned by T-Mobile 2000.
http://www.ecolog-institut.de/fileadmin/user_upload/Publikationen/MOBILFUNK_2000_T-Mobil_incl_E.pdf
the warnings issued by the Federal Office for Radiation Protection http://www.bfs.de/de/elektro/hff
those by Dr. Volkrot http://www.diewellenbrecher.de/pdf/volkrodtrichtfunk.pdf
and http://www.diewellenbrecher.de/pdf/waldsterben1987.pdf
Information from the Federal Council (Printed Matter 478/09) on implementation of the EU Directive
A6-0089-2009 https://www.umwelt-online.de/PDFBR/2009/0478_2D09.pdf
Further information is available at the following links:
Ärzte und Mobilfunk http://www.aerzte-und-mobilfunk.net/
Kompetenzinitiative http://www.kompetenzinitiative.de/
Diagnose Funk http://www.diagnose-funk.ch/
Betroffene Mikrowellenkranke http://www.diewellenbrecher.de/
Austrian Insurance http://www.diagnose-funk.org/assets/2009-7-21_df_bp_auva-report.pdf
Loss of value of real estate http://www.diagnose-funk.ch/recht/wertverluste/index.html
Among other occasions, the members of the Board of Management and Supervisory Board were personally and publicly advised during the Extraordinary General Meeting on November 19, 2009, by affected
electrohypersensitive shareholders that, despite knowing better—including from their own firsthand observations, as well as those of the Board of Management/Supervisory Board and senior personnel of
DETAG who assisted electrohypersensitive individuals at the 2009 General Meeting, and from the subsequent correspondence—the Board of Management and Supervisory Board continue to
claim that there are 'no non-thermal effects' (subsequent unanswered letter to DETAG ( http://www.diewellenbrecher.de/docs/hauptversammlungtkom.doc ) (see agenda item 1, paragraph 3).
I therefore reject this proposal regarding agenda item 2.
I also recommend that the other shareholders vote against it and propose that the Supervisory Board, the Board of Management, and the employees get to work and establish appropriate risk provisions in an unlimited amount for the incalculable extent of the damage.
Regarding agenda item 3: Resolution on the discharge of the members of the Board of Management for the 2009 financial year
I oppose granting discharge to the Board of Management because it has failed to fulfill its duties for the benefit of DETAG in the interests of sustainable corporate development that is socially equitable from an economic perspective. The Board of Management has acted to the detriment of the economy in pursuit of maximizing the personal profits of 'human capital' (employees) and increasing its own exercise of power in its own interests.
Reasoning:
Restructuring the Group into a 'holding company' with subsidiaries subject to profit-and-loss transfer and control agreements.
At the same time, the known risks and the employees are transferred to the subsidiaries. The 'parent company' (members of the Board of Management) continues to control and manage them; profits must be transferred to the parent company, but the parent company is not liable for the risks, and no unlimited risk provision is made. At the same time, it becomes easier to eliminate jobs at the expense of the general public—following the motto: privatize profits, socialize costs.
Promotion/tolerance of T-Mobile's aggressive marketing of RF applications (DECT, WLAN, mobile phones,...) despite relevant knowledge of the dangers, while disregarding all warnings, including those from authorities such as the BfS. Warnings about significant harm to children and pregnant people are knowingly withheld from customers
( http://www.bfs.de/de/elektro/hff/papiere.html/Expos_Mobiltelef.html 2006 study involving children: up to 10 percent showed significant impairments; health authorities reported in 2010 that significant impairments were already apparent in 15 percent to 20 percent) or downplayed - 'The main thing is revenue and market share'.
The Board of Management's position on security notices was clearly apparent at the extraordinary general meeting in Hanover in 2009. Everyone had to pass through a security checkpoint, and any items found that could even remotely be used as a weapon against the members of the Board of Management/Supervisory Board (including small blunt paper scissors) had to be surrendered. The cell phone manufacturers' warnings 'nicht einschalten in abschirmenden Räumen und in der Nähe von Metallkonstruktionen' were neither monitored nor enforced. Although signs prohibiting photography and audio recording, as well as signs prohibiting cameras and tape recorders, were posted at all entrances
, the security staff conducting the checks did not inspect anyone for camera phones with a voice-recording function. During the event itself, several people used them to make both video and audio recordings without being stopped by the security staff (who sometimes stood right beside them).
Tolerating/promoting discrimination against people with disabilities and minorities, in this case electrohypersensitive individuals. Although, before the extraordinary AGM in 2009, the
Board of Management and the organizers were informed that electrohypersensitive individuals needed to actively participate in the event (in order to present the countermotion in person),
the electromagnetic field exposure at the venue was not reduced in ANY way. This suggests that the participation of an electrohypersensitive person for the purpose of presenting the countermotion was intended to be prevented! This is deliberate and therefore intentional unequal treatment and discrimination against minorities and people with disabilities. (See Item 1)
I therefore oppose this proposal under Item 3.
I also recommend that the other shareholders vote against it and propose that the Board of Management not be discharged.
Regarding Agenda Item 5: Resolution on the formal approval of the actions of the members of the Supervisory Board for fiscal year 2009
I oppose granting formal approval to the Supervisory Board because it has not fulfilled its duties in DETAG’s interests, with a view to sustainable corporate development that is socially equitable and beneficial to the national economy. The Supervisory Board did not prevent the Board of Management from acting, to the detriment of the national economy, in the interests of maximizing the personal profits of “human capital” (employees) and increasing the exercise of personal power for its own benefit.
Reasoning: The Supervisory Board did nothing to prevent the Board of Management, through its actions, from causing harm to DETAG and substantial harm to the national economy for the benefit of the members of the Board of Management/Supervisory Board and shareholders. (See Agenda Items 1, 2, 4.) I therefore oppose this proposal under Agenda Item 5. I also recommend that the other shareholders vote against it and propose that formal approval not be granted to the Supervisory Board.
Regarding Agenda Item 6: Resolution on approval of the new system for the Remuneration of members of the Board of Management
I oppose approval of the new Remuneration system and call for a resolution providing for a different level of Remuneration.
Rationale: The Board of Management has failed to fulfill its leadership responsibilities for the benefit of DETAG in the interest of sustainable corporate development that is socially equitable from an economic perspective. The Board of Management has acted to the detriment of the economy in the interest of maximizing the personal profits derived from 'human capital' (employees) and increasing the personal exercise of power in its own interest. Therefore, Remuneration is to be reduced by 50 percent. In addition, all Remuneration of the Board of Management is to be divided as follows:
1. A directly payable portion equal to the Hartz IV rate (so that they are placed in the same situation as their "disposed of" employees)
2. The remainder is to be transferred to a blocked account and paid out only once the Board of Management
- has fulfilled its duties for the benefit of DETAG, in the interests of sustainable corporate development that is socially equitable from an economic perspective.
- has provided clear scientific evidence that these techniques are harmless to people, animals, and plants.
- has discontinued the aggressive marketing of these techniques at the expense of third parties.
- has discontinued this deliberate, and therefore intentional, unequal treatment and discrimination against minorities and people with disabilities.
- has acknowledged and compensated for the health-related and material damage that has arisen since then. (See agenda items 1, 2, 4)
I therefore oppose this proposal under agenda item 6
I also recommend that the other shareholders vote against it […]
Regarding agenda item 14: Resolution on the approval of the new system for the Remuneration of Supervisory Board members
I reject the approval of the new Remuneration system and request a resolution providing for a different amount of Remuneration.
Reasoning: The Supervisory Board has failed to fulfill its duty to supervise the Board of Management for the benefit of DETAG, with a view to sustainable corporate development that is socially equitable from a macroeconomic perspective. The Supervisory Board approved the Board of Management acting, to the detriment of the economy, in its own interest to maximize the personal profits of "human capital" (employees) and increase the personal exercise of power. Therefore, Remuneration must be reduced by 50 percent. In addition, all Remuneration of the Supervisory Board is to be allocated as follows:
1. Into a directly payable portion equal to the Hartz IV rate (so that they are placed in the same position as the employees "entsorgten" by the Board of Management)
2. The remainder shall be transferred to a blocked account and paid out only once the Supervisory Board has fulfilled its oversight duties and the Board of Management
- has fulfilled its duties for the benefit of DETAG in the spirit of sustainable corporate development that is socially equitable from an economic perspective.
- has provided clear scientific evidence that it is harmless to humans, animals, and plants.
- has ceased aggressively marketing these technologies at the expense of third parties.
- has discontinued this conscious, and therefore intentional, unequal treatment and discrimination of minorities and people with disabilities.
- has acknowledged and compensated for the health-related and material damage incurred since then. (See Agenda Items 1, 2, and 4)
I therefore reject this proposal under Agenda Item 14
I also recommend that the other shareholders vote against it and propose adopting a resolution on the Remuneration of Supervisory Board members in line with the terms set out in my reasoning."
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Motion C - Countermotion regarding agenda item 2
Motion D - Election proposal regarding agenda items 9 and 10
"Dear Sir or Madam,
Pursuant to § Section 126 AktG, I submit the following countermotions for our Company's upcoming Annual General Meeting:
Regarding agenda item 2 (dividend) and agenda item 8 (authorization to acquire treasury shares):
Contrary to the proposal of the management, which itself holds a not insignificant number of shares in Deutsche Telekom AG and would therefore enhance its own compensation as a result, I propose that the Annual General Meeting align the dividend with profit and pay no dividend for 2009.
Contrary to the proposal of the management, which itself holds a not insignificant number of shares in Deutsche Telekom AG and would therefore improve its own asset position through a share repurchase program, I propose that the Annual General Meeting not approve such measures solely for the purpose of share-price cosmetics.
Rationale: According to our company’s annual financial statements as determined by management, no significant profit was recorded for 2009. At the same time, the importance of our pink giant, as measured by customers and revenue, continues to decline. The company therefore faces significant challenges if it is not merely to maintain its position more or less, but is instead to once again rank among the major global players in the future. Both the approximately EUR 3.4 billion now to be distributed in accordance with management’s proposal and the approximately EUR 11 billion—based on current market prices—for which management seeks authorization to acquire treasury shares are therefore urgently needed to help shape the future of Deutsche Telekom AG. In addition, the authorization to acquire treasury shares stands in a peculiar contrast to TOP13, under which management seeks authorization to issue almost the same proportion of shares that it had just intended to repurchase by creating corresponding conditional capital.
The rejection of management’s dividend and share-price maintenance policy is closely linked to the complete rejection of the view advanced by the Board of Management, or rather its Chairman, Mr. Obermann, who, after 12 years in senior positions within the Telekom Group, has arrived at the glorious realization that our Company’s future lies in new growth areas such as mobile Internet, broadband, entertainment, and IT services. Even my grandfather, who died at age 92, would have been capable of such a realization.
”The fact is that Deutsche Telekom AG is neither the least expensive nor the most service-oriented provider of telecommunications services in Germany. Its prices are poor, and its service—if it can even be called that—is modest. If one also considers that only the Telekom subsidiaries listed in the appendix to the annual report published online—just 12 of the total 244 fully consolidated companies—generate a revenue share of around EUR 46 billion, or two-thirds of total revenue, with a workforce of 127,855 employees, while the remaining 130,000 employees, constituting a slim majority of all staff, contribute the remaining EUR 18 billion in revenue only to consume it again immediately, it also becomes clear that Telekom has become smaller and increasingly inefficient. The comparison of Telekom’s figures with those of Vodafone is even more shocking: there, revenue of only GBP 43 billion generates a profit of GBP 11.8 billion, with both figures generated by fewer than 100,000 employees in total.
The solution for significantly improving the Company’s performance therefore cannot lie in rushing into new ventures in which—predictably—shareholders’ money is once again squandered, but solely in returning to its traditional strengths. It cannot be right that 258,000 employees provide the same modest service as 100,000 Vodafone-Arcor employees! If there are successful alternative providers, they are welcome to squander their money on new ventures. Telekom will still be there afterward, ready to offer a safe harbor to these financially depleted adventurers, backed by the financial strength reflected in its free cash flow.
In summary, I believe the best dividend and share-price policy would be for Deutsche Telekom AG to return to a path of organic growth in its traditional lines of business. The share price of our Company will then rise to levels we have not seen for a long time, without any sleight-of-hand tricks such as repurchasing its own shares. Dividends will then once again be able to be paid from real profits rather than merely from liquid funds. For this reason, I move and request that management’s proposals on Agenda Items 2 and 8 be rejected as harmful to the Company.
Regarding agenda item 3: Ratification of the actions of the Board of Management
Once again, the actions of the Board of Management have led to deterioration in every area of our company. Apart from announcements that were and remain as new and groundbreaking as Frederick Barbarossa’s beard, there is no indication that the Board of Management led by Mr. Obermann has any formula for further development rather than merely limiting losses and declines, after 12 years in senior positions, including the last 4 years as Chief Executive Officer. Such a Board of Management cannot seriously expect to be discharged by those who appointed it, the shareholders.
Instead, what should be expected after such disastrous performance is the collective resignation of the Board of Management.
I therefore propose that discharge be denied to the Board of Management for fiscal year 2009.
”Re Agenda Item 5: Discharge of the Supervisory Board
Contrary to Management’s proposal, I request that discharge be denied to the Supervisory Board.
Reasoning: The Supervisory Board is the body elected by and directly accountable to the shareholders, and it decides on the appointment and dismissal of Management Board members. In 2009, the Supervisory Board failed to fulfill its duties because it neither adequately monitored incompetent management nor replaced it, as would have been expected in light of its performance.
Re Agenda Items 9 and 10: Election of Supervisory Board members:
Contrary to the Supervisory Board’s proposal, I oppose the election of Dr. Wulf H. Bernotat and Prof. h.c. (CHN) Dr.-Ing. E.h. Dr. Ulrich Middelmann as members of our company’s Supervisory Board.
Rationale: Both individuals have undoubtedly rendered distinguished service in recent German economic and industrial history. This cannot, however, obscure the fact that Dr. Mioddelmann, born in 1945, as Deputy Chair of the Board of Management of Thyssen-Krupp, undoubtedly knows a great deal about steel but presumably very little about telecommunications. Moreover, particularly in light of the resolution on agenda item 14, a member of the Supervisory Board of a company as large as ours must be expected to perform intensive oversight work—work that, with all due respect, cannot possibly be expected of a 65-year-old retiree who also serves on 12 additional supervisory and advisory bodies, including such significant ones as the Supervisory Board of the partially state-owned Commerzbank AG. Impressive names alone do our Company very little good; after all, it is not a nonprofit association established to provide for long-serving former managers. The same must apply to the country's most powerful energy executive. Dr. Bernotat is indeed three years younger than Dr. Middelmann, but he also chairs four additional Supervisory Boards that are more closely related to his previous profession. In addition, he is a member of the Supervisory Boards of Allianz and Bertelsmann, major companies in the insurance and entertainment industries. Especially in view of the latter and the current Board of Management's policy of expanding into new media, the election of Dr. Bernotat should be avoided for this reason alone, since conflicts of interest could otherwise arise. Such conflicts should preferably be avoided not, as with some members of the current Supervisory Board, by refraining from taking part in oversight, but by electing other members.
Nomination proposal: Instead, I nominate myself, Mr. Udo Christian Walzel, resident of Berlin and Haiming, an independent attorney and insolvency administrator in Berlin, for election to the Supervisory Board as a shareholder representative until the end of the Annual General Meeting that resolves on the discharge of the Supervisory Board for fiscal year 2014. I am not a member of any other supervisory bodies. With regard to the second vacant position, I call on the shareholders present to make themselves available for election to the Supervisory Board.
Reasons: Apart from State Secretary Asmussen, Dr. Schröder (KfW), Mr. Hocker (DSW), and Mr. Guffey (Blackstone), the shareholder representatives on the Supervisory Board are an old boys' club that has had little or nothing to do with telecommunications; in Mr. Bury's case, this means a former SPD Minister of State and former manager of the particularly successful Lehman Brothers Bank. It cannot logically appear to me that these individuals can or wish to safeguard the vital interests of the shareholders vis-à-vis the Board of Management and our Company. Ultimately, only small and medium-sized shareholders, such as myself, who invest their funds for the long term, possibly until their own retirement, can ensure that the Company pursues a reasonable business policy focused on growth and profit. From my perspective, their considerably greater number of members on the Supervisory Board can therefore only be the right thing for our Company."
Shareholder Joerg Beringer, London, has submitted the following counterproposals regarding agenda items 3, 5, 6, 8, 9, 10, and 15, as well as the following election proposal regarding agenda item 9:
Proposal E - Counterproposal regarding agenda item 8
Proposal F - Election proposal regarding agenda item 9
"Counterproposal regarding agenda item 3, "Discharge of the Board of Management":
I propose that discharge be denied to the Board of Management for fiscal year 2009.
Rationale:
The entire Board of Management, but especially its Chairman, Mr. Rene Obermann, was significantly involved during 2009, and, particularly in the cases of Messrs. Obermann and Hoettges, also over the past 5 or 10 years, in all material erroneous decisions regarding the allocation of capital and the resulting impairments and write-downs, and should therefore ultimately be held responsible for the resulting enormous and sustained reduction in the Company’s equity and book value, the associated-disappointing performance of its market value, and the damage to its reputation-specific figures on this matter will be provided in my speech here. Furthermore, the Board of Management is responsible for strategic errors and operational omissions that have further exacerbated these reductions:
1. Two major mobile network outages that caused severe reputational damage: USA on 11/03/2009, Germany on 04/21/2009.
2. Inadequate positioning of the major foreign mobile subsidiaries:
UK: the only one without a home broadband offering and therefore without bundled products in its portfolio.
USA: following the discontinuation of the "Homephone" offering, the situation in this respect is the same as in the UK.
Management completely misjudged the level of investment required and the timeline for expanding the 3G and HSPA+ network in the USA, thereby materially weakening its competitiveness there as well as DTAG's equity base.
T- Mobile USA still has no fixed-network partner, which would be urgently needed to offer increasingly important bundled products.
For the expressly primary target group, "Hispanics," T-Mobile USA has no marketing partners in their home markets and, consequently, no affinity marketing strategy for them either.
3. Unlike other internationally active competitors (Vodafone/3Three), T-Mobile has no marketing strategy for plan offerings relating to voice or data communications between the networks of its national subsidiaries.
For a decade now, the Company has therefore failed to offer innovative plans between, for example, the UK/Germany/USA mobile networks that include credits against domestic minute or MB allowances and would therefore be attractive to high-margin customers such as business travelers and tourists. These plans could and should have contributed to growth, potential market leadership, and, in particular, differentiation of the product portfolio and enhancement of the Company’s image relative to its competitors.
The same applies to the absence of the aforementioned so-called affinity marketing, for example through attractive plans for ethnic minorities such as "Hispanics" in the United States or Poles in Germany/the UK.
The continued absence of such marketing, together with the fact that growth and profitability rates abroad are now lower than at home, contrary to the original investment rationale, calls DTAG's entire foreign mobile operations into question. In my opinion, they should therefore urgently be reviewed with a view to an exit and profitable monetization.
4.Too passive an approach to the regulatory authorities and disregard for the consequences for which those authorities are responsible, such as a necessary restriction to pure maintenance investments and the use of unrealistic requirements by building up proprietary resale capacity in third-party networks and on other platforms, rather than making new investments with no prospect of earning the net cost of capital.
5.Disregard for the deteriorated overall economic environment in 2008 and 2009 by limiting action to implementing a cost-reduction program that was adopted during the economy-wide boom of 2007 and thereafter
6.Profit warning on 4/20/09 shortly after the previous confirmation of the forecasts; this despite a reporting date that was very late compared with other major corporations."
"Counterproposal regarding Agenda Item 5 of the agenda "Discharge of the Supervisory Board members":
I move that discharge be denied to the Supervisory Board and its individual members.
Reasons:
In my opinion, the entire Supervisory Board has failed to fulfill its oversight duties with respect to the strategic errors and operational failures of the Board of Management mentioned under Agenda Item 3. Supervisory Board members who file a criminal complaint against the Company rather than merely “against persons unknown“ damage the Company’s reputation and, consequently, its business through this purely self-serving measure, prejudge the matter, act disloyally toward the Company, and ultimately harm employees—discharge should therefore be denied in particular to those members.
Those Supervisory Board members who approved the new compensation system for the Board of Management have thereby acted against the interests of the shareholders, as will be discussed under Agenda Item 6. In this case, former members of the Board of Management of other German stock corporations appear to me generally biased in their judgment because of similar excessive personal claims and expectations.
Furthermore, if even employee representatives voted in favor of Agenda Item 6—which I would find difficult to understand—I expect at least the clarification mentioned above from them.
Moreover, in their other roles, in particular Prof. Dr. Lehner (Porsche AG Supervisory Board), Bury (Lehman Brothers Board of Management), Dr. Walther (Dresdner Bank Board of Management), and Asmussen (Ministry of Finance), they were significantly involved in the inadequate supervision and failure to prevent financial speculation on a large scale with disastrous consequences and, therefore, are evidently not competent enough to identify and prevent such speculation, where applicable, on the Supervisory Board of DTAG.
"Various countermotions concerning agenda item 6, "Resolution on the approval of the new remuneration system for the members of the Board of Management"
[…]
Should my countermotions to amend the individual items of agenda item 6 fail to receive approval, I propose that agenda item 6 be rejected in its entirety.
Rationale:
As set out in the rationales for rejecting the aforementioned most egregious excesses of this proposal by the management, this system is not even remotely aligned with shareholders' interests.
It is based on incorrectly selected parameters, which consequently provide the Board of Management with misguided and excessive incentives and also fail to make it share in the failure of its actions."
"Countermotion regarding agenda item 8 "Resolution on the authorization to acquire treasury shares ...."
I propose that paragraph k) of agenda item 8 be deleted.
Rationale:
As under agenda item 6, position 5 aa): This share matching represents an unnecessary, excessive gift to the already very well-paid members of the Board of Management.
To prevent this, the authorization pursuant to 8 k) must not be approved, and the paragraph should be deleted."
The text referred to above under agenda item 6, item 5 aa), which also constitutes the rationale for a counterproposal that is not to be published, reads as follows:
"The members of the Board of Management receive annual cash compensation of around EUR 1 million p.a., which is more than sufficient to cover their private expenses and standard of living. Since, according to the still-to-be-discussed intention of the Board of Management, the components of the additional variable compensation are not based on objective, i.e., legally relevant accounting criteria, but only on either subjective criteria, such as Group targets, employee satisfaction, customer satisfaction, strategy implementation, and “Value Adherence,” or legally irrelevant accounting criteria, such as "adjusted" EPS and "adjusted" ROCE, it is urgently necessary from a shareholder perspective to introduce and ensure at least a minimum degree of alignment of interests and capital allocation discipline on the part of management through this measure:
The Board of Management must become a DTAG shareholder using a significant amount of its own money.
However, the Share Matching it seeks here is a wholly unnecessary and excessive gift to the Board of Management, whose members are already very well compensated; furthermore, unlike that of all other shareholders, it immediately lowers the so-called "breakeven" point for their share purchases by an entirely unrealistic 50 percent, to half of their own purchase price!"
"Countermotion regarding agenda item 9 "Election of a Supervisory Board member"
I propose that Dr. Wulf H. Bernotat not be elected to the Supervisory Board.
Instead, I propose that I myself be elected to the Supervisory Board.
Reasoning:
As a former member of the Board of Management of a German stock corporation, with presumably similar compensation and excessively high pension entitlements to those of the DTAG Board of Management members, Dr. Bernotat is not the right person to restore the urgently needed alignment of interests between the Board of Management and DTAG shareholders.
He has also demonstrated this through his apparent approval of agenda item 6, the new compensation system for the Board of Management.
Unfortunately, it must be noted that, for the same reasons, neither other former management board members of stock corporations, as in the cases of Prof. Dr. Lehner, von Gruenberg, Dr. Walther, or Bury, nor supervisory board representatives of institutional investors that primarily invest other people’s money, as in Mr. Guffey’s case, of the Federal Government, as in the cases of Asmussen and Schroeder, or of shareholder protection associations, as in Mr. Hocker’s case, are willing or able to do so, presumably in the latter cases because their primary interests differ, for example, by focusing on relative rather than absolute share performance, political interests, or ensuring the flow of information from, and access to, management.
Such an alignment of interests can therefore be ensured only by an independent member of the Supervisory Board who primarily serves in the capacity of a shareholder investing their own money, such as myself. I do not belong to any other supervisory bodies."
"Countermotion regarding item 10 of the agenda " Election of a member of the Supervisory Board"
I move that Prof. Dr. Dr. Ulrich Middelmann not be elected to the Supervisory Board.
Rationale:
Prof. Dr. Dr. Ulrich Middelmann has experience exclusively in the industrial sector.
Furthermore, in his roles at Thyssen Krupp, he shares responsibility for that group's high debt and the now-known problems in constructing the plant in Brazil. For this reason, I do not believe he is the right person to provide DTAG's Supervisory Board with the urgently needed expertise and discipline regarding sustainably profitable capital allocations by the Board of Management and thus represent shareholders' interests.
The general reservations concerning former members of the Management Board and their willingness to restore alignment of interests between the Management Board and shareholders, in particular by establishing objective parameters for determining variable remuneration and remuneration that is generally appropriate rather than excessive, also especially in view of likely similar personal expectations, apply accordingly, as set out in the rationale for opposing Dr. Bernotat and particularly in view of his apparent support for Agenda Item 6.
I propose, and if elected beforehand would endeavor, instead, to instruct the Supervisory Board to seek out, appoint, and have elected at the next Annual General Meeting a person who either has relevant experience and urgently needed expertise in Consumer and Affinity Marketing—which, as noted in the comments on Agenda Item 3, is clearly lacking at DTAG—for example from the credit card industry, or who has particular expertise and a successful track record in sustainably profitable capital allocation."
"Counterproposal regarding Item 15 of the agenda "Resolution on the amendment of Section 2 of the Articles of Incorporation":
I move that the amendment to the Articles of Incorporation be rejected.
Rationale:
This amendment to the Articles of Incorporation amounts to giving management a blank check to make more investments outside the core telecommunications business in the future. It is evidently based on the so-called "Strategy 2.0" presented on 03/17/2010. In my view, however, it does not merit the designation "strategy": it is not based on facts but instead consists primarily of declarations of intent and wishful thinking based on highly uncertain forecasts, especially in these industries. From a shareholder perspective, management's previous unsuccessful investments—both in its established area of expertise, telecommunications, and in existing investments that can already be assigned to these new lines of business, such as websites (Scout's) and hosting (Strato)—as well as the untapped operational and strategic opportunities in the established core telecommunications business, which in my view urgently require management's full attention, preclude approval of such an expansion of the corporate purpose.
It would primarily serve to, and could result in, increasing the operating, "adjusted" earnings, from which only the Board of Management benefits through higher bonuses, rather than sustainable net income and book value, from which we shareholders benefit.
Additional write-downs and the continued absence of the urgently needed "Return OF Capital" in the event of investments will be the consequence.
Furthermore, it is entirely impossible to understand—and, given DTAG's disastrous timing on virtually all investments to date, highly questionable—why there is now a desire to make additional investments in such areas within the Systems segment, a decade after other competitors have already done so. This is especially true because, in connection with the spin-off of the international Systems business, these areas were correctly deemed unattractive before. In my opinion, a complete separation from the low-margin, cyclical, and potentially dangerous Systems business (for example, the BT/NHS contract) is preferable to additional investments in this and related areas and should be initiated, particularly since even the more successful competitors in the core telecommunications business are not active there."
