On April 5, 2013, the notice convening the Company’s ordinary Annual General Meeting, including the proposed resolutions of the management, was published in the German Federal Gazette. Countermotions and election proposals relating to these proposed resolutions have been submitted to the Company at the address specified for this purpose in the notice convening the meeting. To the extent that the submitted countermotions and election proposals must be made accessible, we reproduce them below, including the name of the relevant shareholder and the respective reasons.
If you wish to authorize the proxies appointed 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 appointed by the Company in connection with the countermotions and election proposals reproduced below. The form available at www.telekom.com/hauptversammlung, which also includes an instruction form, offers this option as well.
You may support counterproposals aimed solely at rejecting management's proposal by instructing the proxy to vote "No" on management's proposed resolution under the relevant agenda items.
Counterproposals that seek not only to reject management's proposal but also to adopt resolutions that differ in substance, as well as election proposals, are identified below by letters. To issue instructions to the proxies appointed by the Company if these letter-identified counterproposals and election proposals are put to a vote at the shareholders' meeting, also check or click the box next to the letter identifying the counterproposal or election proposal that corresponds to your vote 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, please enter it yourself, where applicable, in one of the designated fields when using the instruction form, and check the box next to it that corresponds to your vote. In the online dialog, the instruction options will be supplemented automatically accordingly.
If you use the instruction form to issue instructions to a credit institution, shareholders' association, or a person or association treated as equivalent thereto under § 135 or § 135 in conjunction with § 125 (5) AktG, and you also wish to have your voting rights exercised in any vote on the letter-designated counterproposals or election proposals, please first ascertain not only whether, and under what conditions, the relevant entity is prepared to represent your voting rights, but also, where applicable, the extent to which it is prepared 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 authorize the proxies designated by the Company and issue them instructions regarding the countermotions and election proposals set out below. The chair of the meeting will provide the necessary information.
For any questions about the Annual General Meeting, please call the AGM hotline at
0228 181-55770, Monday through Friday (except public holidays), between
8:00 AM and 6:00 PM.
Last updated: April 30, 2013
Shareholder Dietrich-E. Kutz, Biberach, has submitted the following counterproposals regarding Agenda Items 3 and 4 and Agenda Items 6, 7, and 8:
"Counterproposals for the Annual General Meeting on 05/16/2013 in Cologne
Not to approve the resolution on granting discharge to the members of the Board of Management under Agenda Item 3 and of the Supervisory Board under Agenda Item 4, due to their insufficient ability to successfully manage a stock corporation such as Deutsche Telekom and thereby carelessly causing shareholders harm (share price and business performance), for fiscal year 2012.
To withhold approval from the elections of a Supervisory Board member under Agenda Items 6 and 7, due to insufficient disclosure of how they intend to effectively perform their future duties at the stock corporation in order to significantly increase the share price for shareholders through sustainable business success
Not to follow Management's proposal regarding the resolution to amend the Remuneration of the Supervisory Board under Agenda Item 8, due to proven lack of success and deliberate damage to invested capital
Rationale:
The corporate bodies, the Board of Management and the Supervisory Board, have repeatedly and recklessly caused lasting damage to Deutsche Telekom AG in fiscal year 2012; see the share-price and business performance. Their own Remuneration has not suffered appropriately as a result, nor has their purported reputation sustained any damage to date. The issue of recourse must be raised.
T-Points use adverse, unfair methods to acquire customers. For example, a new contract customer is offered Call&Surf 50 Mbit service on the fixed network, but this cannot be provided temporarily (for around 1–2 months) because of a temporary shortage of a technical component. In return, a small reduction in the monthly rate is granted, applicable only for the duration of the deficiency.
In fact, according to information provided by Deutsche Telekom AG in response to an email inquiry/complaint submitted to Investor Relations, it is not intended at all to provide the fixed-line service at 50 Mbps. This was also stated in a telephone customer survey conducted by Deutsche Telekom AG. No goodwill termination of the contract (term: two years) was offered. Such practices in acquiring customers, intended to prevent them from switching to a more capable competitor—Cable BW in this case—are unprofessional and ultimately contribute to the ongoing customer attrition.
It also shows that management has lost track of the situation and does not have it under control.
I ask shareholders to support my counterproposals and vote as I have proposed.
Thank you."
Shareholder Paul Schmitz, Bad Münstereifel, has submitted the following identical nominations for agenda items 6 and 7:
- Motion A – Nomination for agenda item 6
- Motion B – Nomination for agenda item 7
"Dear Sir or Madam,
I hereby apply, pursuant to §Sections 126 and 127 AktG, for a seat on the Supervisory Board at the upcoming 2013 Annual General Meeting. Should a member of the Supervisory Board leave office early before the Annual General Meeting, I am prepared to assume this role on an interim basis until the next Annual General Meeting.
About me:
I am a retired VDI mechanical engineer. My professional work focused on contribution margin accounting in conjunction with value analysis. Value analysis and contribution margin accounting improve profits by using functional analyses to identify and eliminate unnecessary functions, as these only generate unnecessary costs and thereby strengthen competitiveness.
This not only strengthens competitiveness in the market, but also gives the Board of Management the assurance that employee satisfaction and motivation are increasing. Jobs become more secure because employees are involved and participate when the objective is to cut costs."
The shareholder Stefan Benning, Berlin, has submitted the following countermotion regarding agenda item 8:
Motion C - Countermotion regarding agenda item 8
"Dear Sir or Madam,
I propose that the resolution proposed by the Board of Management and the Supervisory Board on agenda item 8 of the Annual General Meeting to be held in Cologne on May 16, 2013 be amended as follows:
a) § Section 13 of the Articles of Incorporation shall be restated as follows:
"§ 13 Remuneration
(1) In addition to reimbursement of their cash expenses in accordance with subsection (5), and the value-added tax payable on the Remuneration and expenses, the members of the Supervisory Board shall receive fixed annual Remuneration of €24,000.00.
(2) The Chair of the Supervisory Board shall receive twice the regular Supervisory Board Remuneration; the deputy chair and the chairs of its committees shall each receive one and a half times that amount, and members of the Supervisory Board's committees shall receive 1.25 times that amount. Members of the Supervisory Board who hold more than one office shall receive only the Remuneration for the office with the highest Remuneration.
(3) In addition, members of the Supervisory Board shall receive an attendance fee of €50.00 for each meeting of the Supervisory Board and its committees that they attend.
(4) Members of the Supervisory Board who serve on the Supervisory Board for only part of the respective fiscal year shall receive one-twelfth of the Remuneration for each full month of their membership. The same shall apply to the increase in Remuneration for the Chair of the Supervisory Board and the deputy chair, as well as to the increase in Remuneration for membership in and chairing a Supervisory Board committee pursuant to paragraph 2.
(5) Expenses shall be reimbursed in accordance with the following principles of prudent and economical use of funds:
a) Reimbursement of lodging expenses is limited to € 70.00 per overnight stay.
b) When reimbursing travel expenses, the least expensive travel option must be selected in each case. Available fare reductions must be taken into account. Use of an airplane, taxi, or motor vehicle requires justification; time savings alone do not constitute sufficient justification. Travel expenses will not be reimbursed if free transportation is available.
Expenses for travel by land or water using regularly scheduled means of transportation will be reimbursed up to the amount of the lowest class of travel. If an airplane was used for economic reasons, the costs of the lowest airfare class will be reimbursed. When using a motor vehicle, € 0.20 per kilometer traveled will be reimbursed, up to a maximum of € 130.00.
c) Meal expenses will not be reimbursed.
d) Other expenses or incidental costs will not be reimbursed.
Rationale:
The counterproposal further develops the amendment to Section § 13 of the Articles of Incorporation proposed by the Board of Management and the Supervisory Board, providing for substantive terms that are economically reasonable for the Company. The Supervisory Board remuneration provided for in the counterproposal is adequate."
Shareholder Franz Prox, Limburg, has submitted the following counterproposal regarding agenda items 3 and 4:
Counterproposal regarding agenda items 3 and 4
"Re: Annual General Meeting of Shareholders on 05/16/2013
Motion for the Annual General Meeting.
Proposal to all shareholders!!
No discharge for the Supervisory Board and the Board of Management!!
Reasons for this proposal:
1. There are no measures to reduce customer churn.
2. No measures have been taken to curb the negative image created across all types of media. This has a major impact on the T-share price.
Far too often, various media report, show, or publish errors, deficiencies, prolonged unfriendly customer service, or "nothing happens at all."
There is simply no proper on-site service oversight for the "ordinary person" by people who sit "at their desks" and/or earn immense salaries.
3. Poor, in part miserable business conduct—arising not from practical requirements but from the school desk—defines the lack of regard for the executive and Supervisory Board ranks and for the entire management. In accordance with traditional business ethics, invoices that are clearly incorrect should be canceled immediately and without equivocation, then promptly prepared correctly and replaced. Instead, there is an attempt to simply wait out the deficiencies and shortcomings, which the auditors and the Supervisory Board simply tolerate.
However, the customer is not dependent on Telekom, let alone a serf, nor is the customer a credit institution for Telekom.
Those responsible for Telekom's management and administration, in their focus on "collecting pay," forget that they have a service function.
4. In light of points 2 and 3, the immediate dismissal of H. Obermann and his fellow campaigners and courtiers should be resolved.
Reason: failure to take appropriate measures that would make Telekom a fit company and, through service-supervision measures conducted directly on site rather than from behind a desk, improve customer service and thereby return Telekom to the top among all telecommunications companies.
Or has Mr. Obermann (earnings of approx. €2 700000.-) ever deigned, for this salary, to personally ask a customer whom Telekom has let down, thereby helping to improve Telekom's unfavorable image (or that of his Telekom)?
5. Resolution requiring the appointment of a new member of the Board of Management, who should not rise through Telekom's ranks but should come from the German service sector or German industry.
These individuals generally know what Telekom customers expect.
6. End advertising with Bayern Munich.
The club and its players earn enough money to support themselves.
What a waste of money, because this jersey or perimeter advertising has likely attracted hardly any new customers for Telekom so far. I maintain this, and I am guaranteed to be right.
It would be more effective advertising to make the advertising funds available to nonprofit associations and institutions, relief initiatives, and aid programs and, above all—and this is the key point—to improve service.
That attracts new customers."
Shareholder Klaus Stein, Hamburg, has submitted the following counterproposal regarding agenda item 2:
- Proposal D - Counterproposal regarding agenda item 2
"Dear Sir or Madam,
[…]
The dividend is not to be paid to shareholders until June 12, 2013. This is only because some "bright spark" at your company came up with the idea of linking the dividend to the new shares of Deutsche Telekom AG. No other company has come up with this. I therefore ask you to make the dividend payment on May 16/17, 2013.
[…]."
"While I agree with the amount of the dividend, I do not agree with the payment date of June 2, 2013. This payment should be made on May 16/17, 2013."
