Countermotions and election proposals pursuant to §§ Sections 126 and 127 AktG for the Annual General Meeting of Deutsche Telekom AG on May 12, 2011, in Cologne

On April 1, 2011, 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 relating to these proposed resolutions were submitted to the Company at the address provided for this purpose in the convening notice. To the extent that the submitted countermotions and election proposals must be made available, we reproduce them below, including the name of the relevant shareholder and the respective rationale.

If you would like to authorize the proxies designated by the Company, please note the following: The instruction form sent to you and the online dialog also allow you to issue instructions to the proxies designated by the Company in connection with the counterproposals and election proposals reproduced below. The form available at www.telekom.com/hauptversammlung, which includes an instruction form, also offers this option.

You can support counterproposals aimed solely at rejecting management's proposal by instructing the proxies to vote "No" on management's proposal for the relevant agenda items, that is, on management's proposed resolution.

Countermotions that seek not only to reject the management's proposal but also to adopt resolutions with different substantive content, as well as election proposals, are identified below by letters. To issue instructions to the proxies appointed by the Company should these letter-designated countermotions and election proposals be put to a vote at the shareholders' meeting, please also check or click the box corresponding to your vote next to the letter identifying the countermotion or election proposal on the instruction form or in the online dialog.

If a different identifier is listed below for a countermotion or election proposal on which you wish to exercise your voting rights, enter it yourself, where applicable, in one of the designated fields when using the instruction form, and check the box next to it corresponding to your vote. In the online dialog, the corresponding instruction options are added automatically.

If you use the instruction form to issue instructions to a credit institution, a shareholders' association, or a person or association deemed equivalent to them under § 135 or § 135 in conjunction with § Section 125 (5) AktG, and you would also like to have your voting rights exercised in any vote on the letter-designated countermotions or election proposals, please first confirm not only whether and under what conditions they are willing to represent your voting rights, but, if applicable, also the extent to which they are willing to represent your voting rights in connection with the relevant countermotions or election proposals.

If you attend the Annual General Meeting in person but wish to leave early, the voting card block you receive upon admission to the Annual General Meeting also allows you to authorize the proxies designated by the Company and issue them instructions in connection with the countermotions and election proposals reproduced below.

For questions about the Annual General Meeting, the AGM hotline is available at +49 228 181-55770 Monday through Friday (except public holidays) from 8:00 AM to 6:00 PM.

Last updated: April 28, 2011

Shareholders Barbara and Stefan Heinze, Bonn, and shareholder Wolfgang Leyer, Bonn, have submitted the following counterproposal regarding agenda item 2:

Proposal A - Counterproposal to agenda item 2
"Proposal on Telekom's dividend policy

"The Annual General Meeting (AGM) resolves to suspend dividend payments"

Rationale:
Telekom is increasingly withdrawing its sites from regional areas on the pretext of cost considerations - for cost reasons. Sites such as Munich, Bremen, etc. are to be closed, and employees are expected, for example, to commute from Flensburg to Münster every morning (one-way distance: 430 km). At the same time, the Group is prepared to pay around EUR 3.4 billion in dividends every year.

If only part of this dividend payment were used to offset cost disadvantages, many employees could continue working close to home. Closing locations creates considerable additional burdens for employees (commute times, travel costs, and the loss of their social environment). These burdens are not offset by higher wages; quite the opposite. In the mediated collective bargaining negotiations, Telekom proved to be very tightfisted (the offer was 2.16% over 24 months for some employees, while employees at subsidiaries are to receive a nominal "zero increase").

Longer commute times make no sense from either a business or an economic perspective. For one thing, longer commutes mean employees will not arrive at work well rested; for another, customer proximity is lost. The public bears the environmental damage caused by additional travel (both to work and to customers) — even though the company presents itself publicly as an environmental role model.

Older employees (no later than age 55) are systematically "approached" to "voluntarily" make room for younger employees. This is said to be necessary because, over the past 10 years, the Company failed to provide further qualifications for older employees while also training and integrating young talent. DTAG now faces the risk of an aging workforce. Given the anticipated shortage of skilled workers in Germany, this is a catastrophic development.

During the 2011 collective bargaining round, early-career employees who were in the middle of or nearing the end of their studies/training were offered permanent employment. However, this offer was not for a position at Deutsche Telekom AG/Telekom Deutschland GmbH, but rather at Vivento, the Group's internal labor leasing agency, on substantially less favorable terms. These new colleagues are then expected to work at Group companies and perform the same work as permanently employed staff.

To benefit shareholders, employees are systematically denied equal pay for equal work - this measure was justified by reference to the ongoing collective bargaining dispute.

This is not only unfair to all trainees and students, but also a slap in the face to all Group employees! The necessary and reasonable salary adjustments are to be financed by low-paid junior employees. With this reasoning, Telekom is jeopardizing its future and alienating its well-trained trainees and students."

Shareholder Stefan Lenz, Wilhelmsfeld, has submitted the following countermotion regarding Agenda Item 2:

Proposal B - Countermotion regarding Agenda Item 2

"As a shareholder of Deutsche Telekom, I would like to submit the following countermotion regarding Agenda Item 2:

Proposal on Telekom's dividend policy:
The Annual General Meeting resolves to reduce the dividend payment by 10% and thereby make investments in the future.

Rationale:
As managing director of a midsize association, I had the following experience last year: The association incurs annual expenses of EUR 21,500 for mobile communications and EUR 15,000 for fixed-line services. In December 2009, the association's head office moved within the municipality of Wilhelmsfeld. From that point onward, mobile reception at the head office was no longer possible. In my capacity as the association's managing director, I attempted to draw attention to this problem through the account manager and directly through Deutsche Telekom's corporate headquarters. It is certainly understandable that it cannot make sense for the association to maintain contracts with Deutsche Telekom as long as satisfactory service cannot be ensured. Since there is a transmission tower in Wilhelmsfeld, I assumed that an upgrade should have been possible with comparatively modest investment (one to two years of the association's revenue).

Unfortunately, I received no response whatsoever from Deutsche Telekom. The customer advisor's requests were rejected by Deutsche Telekom's corporate headquarters. As a result, the association will have no choice but to switch to competitor O2 on July 1. O2 has invested in Wilhelmsfeld, which now makes mobile reception possible at the headquarters as well. Negotiations with O2 regarding landline service are also underway, as it is naturally sensible to obtain all telecommunications services from a single provider.

Based on this experience, as a shareholder, I conclude that no sustainable business policy is being pursued here, as the example described clearly demonstrates. Were I not myself a Deutsche Telekom shareholder, the association would certainly have exited the contract much earlier."

Shareholder Dr. Heribert Zweipfennig, Urbar, has submitted the following counterproposal regarding agenda item 7:

Proposal C - Counterproposal regarding agenda item 7

"Dear Sir or Madam,

Agenda item 7 proposes a resolution on the acquisition of treasury shares representing up to 10% of the share capital. Under agenda item 7, subsection e, the Board of Management is to be authorized to sell the shares concerned to third parties without using the stock exchange or offering them to shareholders.

This provision should be limited so that no transactions - particularly in the case of coordinated actions with other major shareholders - are carried out at the expense of minority shareholders.
Rationale:
The following shareholding structure would result after the acquisition of treasury shares:

Given a total shareholding of nearly 50%, strategic considerations favor a sale as a package.

This creates the risk that all of the aforementioned shares could be sold to an investor who, with only a few shares of their own, could obtain a majority and thus control of DTAG. Since DTAG intends to exit the U.S. market through the sale of T-Mobile USA, this route could bring in an Asian cooperation partner as a shareholder. Chinese companies are already increasingly seeking equity interests in Europe and Germany. This is of interest not for the actual telecommunications business, but particularly for T-System as a service provider.

The Federal Agency and KfW will dispose of their shares if suitable offers are made, given the federal government's dramatic debt situation. The same applies to Blackstone and BlackRock, which ultimately seek a high return on their investment. For all these institutions, it is only a matter of price.

It cannot be acceptable for the government and other investors to gain advantages at the expense of minority shareholders, as occurred in the most recent offerings. A higher block price for the controlling interest could possibly result in a discount for minority shareholders."

Shareholder Klaus Fritsch, Brühl, has submitted the following countermotions regarding agenda items 8 and 9:

"Dear Sir or Madam,

With respect to agenda items 8 and 9 of the proposed agenda, I submit the following countermotions:

- Agenda Item 8: (Election of a Supervisory Board member)
I move that a woman be elected to the Supervisory Board in place of Dr. von Grünberg.
The Supervisory Board is requested to submit an appropriate proposal at the AGM.

Rationale: Dt. Telekom AG has voluntarily committed to increasing the proportion of women on the Board of Management and the Supervisory Board. The expiration of the term of office of a current officeholder provides this opportunity (when else?).
The CV presented for Dr. von Grünberg does not reveal any particular connection to Dt. Telekom AG, so appointing a qualified woman to the company's Supervisory Board would not entail any loss of quality whatsoever.

- Agenda Item 9: (Election of a member of the Supervisory Board)
I propose that a woman be elected to the Supervisory Board in place of Mr. B. Walter.
The Supervisory Board is instructed to submit a corresponding proposal at the Annual General Meeting.

Rationale: Dt. Telekom AG has voluntarily committed to increasing the proportion of women on the Board of Management and the Supervisory Board. This opportunity arises when the term of office of a current officeholder expires (when else?).
The CV presented for Mr. B. Walter does not indicate any particular connection to Dt. Telekom AG, so appointing a suitable woman to the Supervisory Board would not entail any loss of quality for the company's Supervisory Board."

Shareholder Thomas Walther, Porta Westfalica, has submitted the following countermotion regarding agenda item 6:

Motion D - Countermotion regarding agenda item 6

"Countermotion regarding agenda item 6:

PWC, the auditor proposed by the Supervisory Board, cannot be appointed at the Annual General Meeting on May 12, 2011, because it was selected by the Chief Financial Officer. A new tender process for the audit of the financial statements must be conducted by the Audit Committee of the Supervisory Board, on the basis of which a proposed resolution is then to be submitted for a vote at a later Annual General Meeting.

Rationale:
Under the statutory provisions, the statutory auditor is to be elected by the shareholders' meeting upon the proposal of the Supervisory Board. At Deutsche Telekom AG, pursuant to § Section 124 (3) sentence 2 of the German Stock Corporation Act (AktG), the Supervisory Board's proposal must be based on the recommendation of the Audit Committee. The Supervisory Board then awards the audit engagement. The purpose of these provisions is to strengthen the statutory auditor's independence from the Board of Management, whose annual and consolidated financial statements prepared by it the statutory auditor must audit in the interests of shareholders and other stakeholders.

Deutsche Telekom retendered the audit engagement for the audit of the 2011 financial statements. At the Schmalenbach Conference 2011, held in Cologne on 04/14/2011 and titled „Reformüberlegungen zur Corporate Governance und Abschlussprüfung in der EU,“ Mr. Timotheus Höttges, Chief Financial Officer of Deutsche Telekom AG, gave a presentation on the topic:

Erwartungen eines Konzerns an die Abschlussprüfer am Beispiel ‚Ausschreibung der Abschlussprüfung bei der Deutschen Telekom AG’

In this presentation, Mr. Höttges stated that the proposed auditor, PWC, had been selected by the Chief Financial Officer through a tendering and evaluation process.

Among other things, Mr. Höttges stated:

• The tender process was designed and carried out by an executive team reporting to Mr. Höttges.
• The executive team prepared a written catalog of criteria for selecting the statutory auditor. Among other things, Mr. Höttges repeatedly stated that he needed systems auditors who understand Telekom's business model and the processes in its finance function; he did not need "Hakelmacher". (In principle, I agree with this statement; however, the nature and scope of the audit procedures must be determined by the statutory auditor, not by the CFO as the audited party.)
• Each participant in the tender process gave the executive team a two-hour presentation of its proposal.
• Mr. Höttges personally conducted an additional 30-minute selection interview with each candidate on topics that had not been disclosed to the candidates in advance.
• The Board of Management team gave the candidates feedback on their applications. Among others, the (Chief Financial Officer of the) Board of Management, whose activities are to be monitored by the
  auditor, assigned grades to the potential auditors. (Mr. Höttges commented on the 30-minute meetings some candidates had with him by giving them the grade "six").
• Regarding the Chief Financial Officer's decision in favor of PWC as the auditor proposed in the invitation, Mr. Höttges stated:
  • Mr. Höttges and his team expect the auditor to be continuously available throughout the year, seven days a week / 24 hours a day. PWC had assured him of this.
  • PWC promised Mr. Höttges access to the electronically maintained working papers / IT audit software for all Group audits while the audit is being conducted, so that the CFO is continuously informed about the audit’s progress and interim results.
  • A key criterion for the Management Board team was said to have been worldwide authority to issue instructions to, and exercise disciplinary authority over, the auditors of Subsidiaries, so that, at Mr. Höttges’ request, measures can be enforced where audit quality is poor in his view (e.g., reducing the bonus of an auditor in Greece if, in the view of Mr. Höttges and his team, the audit work is unsatisfactory). PWC was said to have assured him of this.

As a participant succinctly noted in the subsequent discussion at the 2011 Schmalenbach Conference, through the tender process, Telekom’s CFO selected a "consultant to optimize processes in Telekom’s finance function."

The selection process conducted by the CFO is incompatible with the role envisaged by the legislature for the statutory auditor as an independent body reviewing the company’s financial reporting and must therefore be conducted anew by the Audit Committee of the Supervisory Board. The Audit Committee of the Supervisory Board must define the criteria for the tender for the statutory auditor, conduct the selection discussions with the potential candidates, prepare the proposed resolution, and submit it to the Annual General Meeting for decision."

The shareholders Gabriele and Roland Kretschmer, Walluf, have submitted the following proposal regarding agenda item 6:

Proposal E – Nomination for agenda item 6
"Counterproposal: Agenda item 6, resolution on the appointment of the auditor

We hereby propose appointing Deloitte, the audit firm, as auditor.

Reason: PricewaterhouseCoopers has audited Telekom for too many years."

The shareholder Andreas Fischer, Weinstadt, has submitted the following counterproposal regarding agenda item 2: 

Proposal F – Counterproposal regarding agenda item 2

"Dear Sir or Madam,
with respect to Agenda Item 2, I submit the following counterproposal:

"The net retained profit shall be distributed in full as dividends."

Rationale: Many retail shareholders in particular who acquired the share in the most recent issuance are still suffering substantial losses today. A full distribution of the net retained profit is necessary to offset these losses to some extent."

The shareholder Cord Brockmann, Soltau, has submitted the following counterproposals regarding Agenda Items 2, 4 and 5, as well as 8 and 9:

Motion G - Counterproposal regarding Agenda Item 2

"Dear Sir or Madam,

For the Annual General Meeting on 05/12/2011, I submit the following countermotions:

Regarding Agenda Item 2

The proposed resolution is amended as follows:

… and the carryforward of the remaining amount is changed to a reserve portion for settlement of the lawsuit brought by harmed minority shareholders in connection with the third IPO = € 3,007,916,676.58.

Agenda Items 4 and 5

The Board of Management and the Supervisory Board are not granted discharge because they act according to the principle: the little ones are hanged, while the gutters are allowed to run free. The proposals for Agenda Items 26 and 27 were handled under this motto.

The matter concerning the lawsuit brought by the aggrieved minority shareholders predates the described misconduct of Messrs. Ricke and Zumwinkel and should therefore be addressed as a priority and brought to a conclusion.

I would also like to recall the response to my letter dated 01/12/2007. The improvement proposals cited therein have since been implemented to a considerable extent.

Thus, the Board of Management and the Supervisory Board are making fools of minority shareholders in their dialogue with them.

Agenda Items 8 and 9

The proposed gentlemen have acted as described above. Therefore, I oppose them. They are expected to exercise oversight, which also includes monitoring a lawsuit. Given their high Remuneration, they have sufficient time to do so.

Since no member of the Supervisory Board has visibly advocated for the group of minority shareholders to date, I am making myself available for election.

I am familiar with the obligations under the Stock Corporation Act. I was born in 1941. As a graduate engineer, I am particularly concerned with the inadequate estimates relating to the third IPO.

It is known that I oppose excessive compensation for the Supervisory Board and favor verifiable billing based on actual expenses."

The shareholder Wilm Diedrich Müller, Zetel (Neuenburg district), has submitted the following counterproposals regarding agenda items 4 and 5:

 Proposal H - Counterproposal regarding agenda item 4

"Counterproposal regarding agenda items numbers four and five, persons, I hereby request that no member of the Supervisory Board of the above-mentioned company Deutsche be granted discharge, whether for fiscal year 2008 or fiscal year 2010.

I justified my motion by saying that I hate the aforementioned company Deutsche like the plague because, as a self-professed long-standing customer who has renewed my cell phone contract with the number 01701865248 about five times in a row, I feel that the aforementioned company Deutsche treats me like the lowest kind of trash.

In August of last year, this same company Deutsche suddenly began demanding a kind of bribe from me, in addition to the contractually agreed services, in exchange for actually honoring the contract it entered into with me.

This could have happened in such a way that unexplained items appeared on the monthly bills, such as "Lestung Ericsson" or "Leistung Chipsfish", which were also immediately debited from the account agreed with me and held at the above-mentioned company Oldenburgische for the above-mentioned company Diedrich, without the above-mentioned company Deutsche having been able to explain to me to this day what services these words refer to, whether they are even services provided by that same company Deutsche, and, if so, when and of what kind; if no: by which company, then?

When I was unwilling to pay this money, which for me is nothing other than a bribe, and therefore had the debit reversed and transferred only the amount that was rightfully charged, that same company Deutsche could have sent me a reminder, blocked my SIM card, and terminated the contract concluded with me, which I had meticulously honored for more than more than ten years, "without notice" because I had allegedly not paid enough.

To this day, I have been unable to exercise control over my telephone number 01701865248.

One might suspect that the same company, Deutsche, holding my telephone number 01701865248 as leverage, believes it can get away with anything when dealing with me.

I could describe that as a colossal disgrace.

I've had enough."

The shareholder Dieter Suchan, Düsseldorf, has submitted the following counterproposals regarding agenda items 4 and 27:

Motion H - Countermotion regarding Agenda Item 4

Countermotion regarding Agenda Item 4
"Resolution on the discharge of Dr. Klaus Zumwinkel for fiscal year 2008" submitted by shareholder Dieter Suchan, Düsseldorf
It is hereby requested that a vote be held on the discharge of former Supervisory Board member Dr. K. Zumwinkel for fiscal year 2008. It is further requested that discharge be denied to Dr. K. Zumwinkel.

Rationale:
Management has provided no rationale for its proposal to postpone the vote once again. Moreover, the proposal itself lacks justification. There are no new findings concerning misconduct by Dr. K. Zumwinkel in office. Nor are there any explicit or implicit reasons why Dr. Zumwinkel could have acted in compliance with his duties and without fault in connection with the matters referred to in the invitation to the Annual General Meeting under Agenda Item 27.

It is up to the shareholders to form their own judgment and, based on that assessment, make the very personal decision on whether to grant discharge: whether Dr. Zumwinkel's case for discharge is convincing or should be regarded as a self-serving assertion.

The time has come; Dr. K. Zumwinkel should NOT BE GRANTED DISCHARGE. Express reference is made to the second counterproposal regarding agenda item 27.

Counterproposal regarding agenda item 27
"Resolution on approval of the settlement agreement with Dr. Klaus Zumwinkel" submitted by shareholder Dieter Suchan, Düsseldorf

It is hereby proposed that the submitted settlement agreement with Dr. Klaus Zumwinkel not be approved.

Rationale:
The settlement agreement is contradictory as a whole.

On the one hand, the Company, acting through its corporate bodies, takes the position that, in connection with the events (see agenda item 27), Dr. K. Zumwinkel breached his duties of care in 2005 and 2006. Neither the settlement agreement nor the Company has disclosed the amount of the resulting damage to us shareholders. This makes an assessment impossible. On the other hand, the D&O insurance agrees to this settlement pursuant to Section II.2 of the insurance terms and conditions. This apparently constitutes an acknowledgment of the damage as to its nature and amount, as well as consent to cover the damage not paid by Mr. Zumwinkel. Here, too, the amount paid under the D&O insurance remains undisclosed and unknown. The insurance condition pursuant to Section II.2, which apparently is material here, has not been provided to us, meaning that an essential basis for the resolution is unknown and therefore no resolution can be adopted on this matter either. Third, Dr. K. Zumwinkel acknowledges NO liability for damages, neither in principle nor as to amount. Nevertheless, he makes a payment, which, based on the substance of the agreement, can only be regarded as a gift or donation to the Company: a payment without consideration, legal basis, or legal obligation.

It remains unclear whether this payment is to be regarded as mitigating the loss vis-à-vis the D&O insurance and correspondingly reduces its payments. In that case, it would be incomprehensible for that reason alone why the insurer's recourse claims against the party causing the loss are not assigned to the insurer, rather than DTAG becoming involved. It also remains unclear whether the D&O insurance will adjust premiums after settling the loss and whether, and to what extent, this will result in further losses for the Company, potentially for several years. At the Annual General Meeting, I will demand clarification and information on all these points. Regardless of this, the AGREEMENT MUST BE REJECTED in every respect."