On 04/13/2012, the notice convening the Company's Annual General Meeting, together with management's proposed resolutions, was published in the electronic Federal Gazette. Countermotions and election proposals relating to 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 reproduce them below, including the name of the respective shareholder and the respective rationale.
If you wish to authorize the proxies appointed by the Company, please note the following: The instruction form sent to you and the online dialogue also enable you to issue instructions to the proxies appointed by the Company in connection with the countermotions and election proposals reproduced below. The form, which is available at www.telekom.com/hauptversammlung and includes an instruction form, also offers this option.
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Counterproposals that are aimed not only at rejecting Management's proposal but also at resolutions with different substantive content, as well as election proposals, are designated below by letters. To issue instructions to the proxies appointed by the Company in the event that these letter-designated counterproposals and election proposals are put to a vote at the shareholders' meeting, additionally check or click the box corresponding to your vote next to the letter identifying 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 in respect of which your voting rights are to be exercised, enter it yourself, if necessary, in one of the fields provided when using the instruction form, and check the box next to it corresponding 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 a shareholders' association, or to a person or association treated as equivalent to them under § Section 135 or § Section 135 in conjunction with § Section 125(5) of the German Stock Corporation Act (AktG), and wish to have your voting rights exercised in any vote on the countermotions or election proposals identified by letters, please ensure in advance not only whether, and under what conditions, it is willing to represent your voting rights, but also, where applicable, the extent to which it is 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 packet you receive upon entry to the Annual General Meeting also gives you the option to authorize the proxy representatives designated by the Company and issue them instructions regarding the counter-motions and election proposals set out below. The chair of the meeting will provide the necessary information.
If you have any questions about the Annual General Meeting, the AGM hotline is available at
0228 181-55770 Monday through Friday (except public holidays) between
8:00 AM and 6:00 PM.
Last updated: 05/09/2012
The shareholder Dietrich-E. Kutz, Lindau, has submitted the following counterproposals regarding agenda items 3, 4, and 5 and agenda items 9, 10, and 11:
"Counterproposals for the 2012 AGM in Cologne:
- Not to approve the resolutions on the discharge under agenda items 3, 4, and 5, due to the disastrous business and share price performance.
- To withhold approval of the election of a Supervisory Board member under agenda items 9, 10, and 11, due to the lack of information on their intended representation of shareholder interests.
Reasoning:
A sustainable return on investment capital was/is not available and is also not apparent from/with the new Supervisory Board candidates. The pressing question arises as to whether the investment in DTAG shares constitutes deliberate fraud against capital investors?
I ask shareholders to support my above-mentioned proposals and vote no."
”The shareholder, Paul Schmitz, Bad Münstereifel, has submitted the following election proposals for agenda items 9, 10, and 11:
Motion A - Election proposal for agenda item 9
Motion B - Election proposal for agenda item 10
Motion C - Election proposal for agenda item 11
"I hereby stand as a shareholder candidate for election to the Supervisory Board pursuant to § Section 96 (1), 101 of the German Stock Corporation Act in conjunction with § Section 7 (1) no. 1 of the German Codetermination Act.
I assume that the members of the Supervisory Board are composed in equal parts of shareholder and employee representatives.
I am a 74-year-old mechanical engineer, and my professional work has focused on design and contribution margin accounting in connection with value analysis; I am also a member of the VDI.
The upcoming Annual General Meeting is not bound by the election proposals already submitted when electing the shareholder representatives, and I therefore stand for election at the Annual General Meeting."
Shareholder Lothar Kunze, Jena, has submitted the following counterproposals regarding agenda items 9, 13, and 14:
Motion D - Counterproposal regarding agenda item 9
“Dear Ladies and Gentlemen,
As I do not have Internet access and therefore have no knowledge of counterproposals that have already been identified, I hereby submit the following counterproposals, provided that no identical counterproposals have already been submitted:
”Agenda Item 8a, relating to Agenda Item 9, is to be added to the agenda, resolving that, in light of the 2013 federal elections, the term of office of the Supervisory Board member to be elected pursuant to Agenda Item 9 (Dr. Beus, currently State Secretary in the Ministry of Finance) be limited to no later than the Annual General Meeting following the federal elections, in order to enable the newly elected government to make its own decisions.
[…]
Regarding Agenda Item 13, the following is to be resolved: DTAG should limit itself to its core business. An investment involving sole decision-making authority in the capital markets/banking sector is not part of the core business and is therefore not relevant to DTAG. Agenda Item 13 is deleted without replacement.
Motion E - Countermotion to Agenda Item 14
Regarding Agenda Item 14, an expansion of the business areas as set out in Agenda Item 14 should be ruled out. The following should therefore be resolved:
The text of the resolution under Agenda Item 14 is to be deleted beginning with „...(including gambling through factoring". E-banking, e-money, and other payment solution services relate solely to data transmission.“
