On 04/10/2015, notice of the convening of the Company's Annual General Meeting, including the Management Board's proposed resolutions, was published in the Federal Gazette. The Company has received counterproposals and election proposals concerning these proposed resolutions at the address specified for this purpose in the notice convening the meeting. To the extent that the counterproposals and election proposals submitted are required to be made available, we reproduce them below, together with the name of the respective shareholder and the respective supporting statement.
If you wish to cast your votes by postal ballot or appoint the proxy representatives designated by the Company to exercise your voting rights, please note the following: The voting and instruction form and the online dialog also enable you to cast votes by postal ballot or issue instructions to the proxy representatives designated by the Company in connection with the counterproposals and election proposals set out below.. The form available at www.telekom.com/hauptversammlung, which includes a voting and instruction form, also offers this option.
You can support countermotions that are solely intended to reject management's proposal by voting "No" on management's proposed resolution under the relevant agenda items, or by instructing the proxies designated by the Company to vote "No."
Countermotions that seek not only to reject management's proposal but to adopt resolutions with substantively different content, as well as election proposals, are identified below by letters. To cast your vote by postal vote or issue instructions to the proxies designated by the Company in the event that these letter-designated countermotions and election proposals are put to a vote at the Annual General Meeting, please also check or click the box corresponding to your vote next to the letter identifying the countermotion or election proposal on the voting and instruction form or in the online dialog.
If a different designation is listed below for a counterproposal or candidate proposal on which you wish to exercise your voting rights by postal vote or have them exercised by the proxies appointed by the Company, please enter that designation yourself in one of the fields provided when using the voting and instruction form, if applicable, and check the box next to it that corresponds to your vote. In the online dialog, the voting and instruction options are supplemented accordingly automatically.
If you use the voting and instruction form to issue instructions to a credit institution, a shareholders’ association, or a person, institution, or company treated as equivalent thereto pursuant to § Section 135(8) and (10) in conjunction with § Section 125(5) of the German Stock Corporation Act (AktG), and you also wish to have your voting rights exercised in any vote on the letter-designated counterproposals or candidate proposals, please first confirm not only whether, and under what conditions, it is prepared to represent your voting rights, but also, where applicable, to what extent it is prepared to represent your voting rights in connection with the relevant counterproposals or candidate proposals.
If you attend the Annual General Meeting in person but wish to leave early, the voting card packet you receive when you enter the Annual General Meeting also allows you to authorize the proxies appointed by the Company and instruct them on the countermotions 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 +49 228 181-55770 Monday through Friday (except public holidays) from 8:00 AM to 6:00 PM.
Last updated: 05/07/2015
The shareholder Rainer Hobelsberger, Sinzig, has submitted the following counterproposal regarding agenda item 2:
Proposal A - Counterproposal regarding agenda item 2
"Good day, ladies and gentlemen,
my counterproposal regarding agenda item 2 is that
the entire profit for 2014 should be made available for investments
.
My reason is that money is better suited to Deutsche Telekom's infrastructure
and that is better for the future."
The shareholder Paul Schmitz, Bad Münstereifel, has submitted the following identical nominations for Agenda Items 6 and 7:
- Proposal B – Nomination for Agenda Item 6
- Proposal C – Nomination for Agenda Item 7
"Dear Sir or Madam,
I hereby apply, pursuant to §Sections 126 and 127 of the German Stock Corporation Act, for a seat on the Supervisory Board at the upcoming Annual General
Meeting in 2015.
Should a member of the Supervisory Board leave office prematurely before or after the Annual General Meeting,
I am prepared to assume this role on an interim basis until the next
Annual General Meeting.
Personal details:
”I am a retired VDI mechanical engineer; my professional work
focused on contribution margin accounting in connection with
value analysis.
Value analysis and contribution margin accounting improve profits by
systematically using functional analyses to filter out unnecessary functions,
because they only cost money unnecessarily, thereby making the company more competitive
.
This not only strengthens competitiveness in the market, but it
also gives the Board of Management confidence that employee satisfaction and motivation
will grow; jobs will become more secure because, when the objective is
to save costs, employees are included and involved.”
Shareholder Egbert Polski, Louisburgh, Co. Mayo, Ireland, has submitted the following counterproposal regarding Agenda Item 2:
Proposal D - Counterproposal regarding Agenda Item 2
“The AGM shall resolve as follows:
The net income for the 2014 fiscal year of €4,666,823,501.86 shall be appropriated as follows:
Distribution of a dividend of €0.70 for each no-par value share entitled to dividends, payable on 06/17/2015 = €3,160,285,549.40
and carryforward of the remaining amount = €1,506,537,952.46
The dividend shall be paid in cash or in the form of Deutsche Telekom AG shares.
Rationale:
An amount of €1.5 billion appears to be a sufficient cushion for investments in the current fiscal year. The Board of Management has not presented any exceptionally increased financing needs.
In fiscal year 2011, profit of €4.656 billion, comparable to that of 2014, was generated, and a dividend of €0.70 per share was distributed. For fiscal year 2012, the entire distributable profit was distributed, apart from a minimal residual amount (€40 million), and a dividend of €0.70 per share was paid.
It is not apparent why this dividend level should not also be possible for 2014 given the significantly improved results.”
Shareholder Jürgen Ostermann, Rheinbreitbach, submitted the following counterproposal regarding Agenda Item 2:
Proposal E - Counterproposal regarding Agenda Item 2
“Dear Sir or Madam,
As a shareholder, I have the right to declare the following proposal appropriate,
First, about myself: Shareholder number: […]
Password: […]
The dividend has been very modest year after year.
I consider the following dividend appropriate, possible, and necessary.
EUR 1.20 per share. Based on Telekom’s good revenues.
This should be decided at the Annual General Meeting.”
Shareholder Dietrich-E. Kutz, Lindau (Lake Constance), has submitted the following counterproposals regarding agenda items 3, 4, 6, and 7:
“Counterproposals for Deutsche Telekom AG's Annual General Meeting on May 21, 2015, in Cologne
+ Do not grant discharge to the members of the Board of Management under agenda item 3 or to the members of the Supervisory Board under agenda item 4, and conduct separate votes on the discharges
+ Do not grant approval for the election of a Supervisory Board under agenda item 6 and for the election of a Supervisory Board under agenda item 7
Rationale:
Given the 2014 business results, the approximately 30% reduction in the absolute dividend compared with the previous year is unacceptable and represents a striking reduction in the dividend yield of approximately 60% from the previous year!
It also seems that the delayed distribution date, 06/17/2015, is becoming routine for you? The reason cited is not in the shareholders’ best interests or to their benefit. Can’t you come up with something better, something more convincing? If necessary, I would be happy to help you.
The presentation of the Supervisory Board candidates proposed by management is very sparse. A little more detail can be expected in the necessary biographies for this appealing role. There is absolutely nothing stated here about the candidates’ intention and vision. But perhaps this can still be made up for at the Annual General Meeting?
It gives the impression that the Supervisory Board and the management (Board of Management) have no intention whatsoever of generating and distributing an appropriate return for shareholders (in terms of share price performance and dividend distributions).
The question remains open: How will these issues be addressed in the future?
I ask shareholders to join me in voting against the election of the proposed candidates and against the discharge resolutions referred to above.
I ask the corporate bodies of the Company to make my counterproposals, submitted in due time, available to shareholders pursuant to the German Stock Corporation Act §§ Sections 126, 127 et seq. Thank you.”
Shareholder Franz Prox, Limburg, has submitted the following counterproposals regarding agenda items 3 and 4:
"Re: Annual General Meeting of Shareholders on 05/21/2015
Motion to the 2015 Annual General Meeting
Proposal.
No discharge for the Supervisory Board and the Board of Management!!
Reasons for this proposal:
1. In 2914, Telekom lost approximately 731,000 customers.
The Board of Management still has not taken measures to remedy these short-
comings, or at least reduce them.
2. No measures have been taken to curb the formation of a poor public image
in all types of media. This has a major impact on the T-Share price.
All too often, a wide range of media report, show, or write about errors, shortcomings, long-
lasting poor customer service, or even "nothing
ever happens".
There is simply no proper on-site oversight for the
" "ordinary person" by people who sit "at their desks" and/or
draw an immense salary.
At least no inspector has "shown up" in the past 15 years at
my place to ask about errors and shortcomings.
3. Poor, at times appalling business conduct—not as practical experience actually demands,
but arising from the classroom—shapes the lack of regard for the executive and supervisory ranks and the entire
management.
Invoices that are clearly incorrect should, in keeping with traditional business ethics,
be canceled immediately and without ifs or buts, then promptly reissued correctly
and replaced.
However, those sitting at the "green table" try to simply wait out the shortcomings
and errors, and what is much worse,
these inadequacies are simply tolerated by the auditors and the Supervisory
Board.
The customer, however, is not dependent on Telekom, let alone a
serf, nor is the customer a lending institution for Telekom; rather, the customer pays the salaries of the
Telekom apparatus.
Those responsible for Telekom's leadership and administration forget, in their eagerness to "collect pay",
that they have a service
function.
4. In view of items 3 and 4, the immediate dismissal of Timo-
theus Höttges, his associates and followers
should be approved.
The reason is the failure to take appropriate measures that would make Telekom
a company in good shape and improve customer service through supervisory measures conducted directly on site
,
rather than from behind a desk, thereby restoring it to the forefront of all tele-
communications companies.
Or has Mr. Obermann (earnings of approx. €2,700,000) ever made an effort, for this
salary, to personally ask a customer whom Telekom has abandon-
ed and thereby help improve Telekom's un-
favorable image (or that of his Telekom)?
5. Resolution to appoint a new member of the Board of Management who does not rise through
Telekom but should instead come from the German service
sector or German industry.
These individuals generally know what Telekom customers expect.
See the shareholder election proposals: Motions B and C.
6. Discontinuing advertising with Bayern Munich.
The club and its players earn enough money to support themselves.
It is a waste of money, because jersey or perimeter advertising has
probably attracted hardly any new customers for Telekom so far.
I maintain this and am guaranteed to be right in doing so.
A more effective form of advertising would be to make the advertising funds available to nonprofit associations and
institutions, relief initiatives and programs, and support for
refugees, and above all—and this is the
main point—to improve service.
That would attract new customers.
P.S.
No, I cannot do it better than those responsible, but I
would under no circumstances collect my salary from "behind a desk," but would also
carry out supervision on the front lines.”
Shareholder Markus Golla, Heidenheim, has submitted the following candidate proposal for agenda item 6:
- Motion F – Candidate proposal for agenda item 6
"Dear Sir or Madam,
Pursuant to § Section 126(1) AktG, I, as a shareholder (shareholder number […] ), propose that your
stock corporation elect me, rather than Dr. Wulf H. Bernotat, who was proposed by the Supervisory Board, as a member of the Supervisory Board under agenda item 6 of the notice convening the Annual General Meeting of 05/21/2015:
Graduate Engineer (University of Applied Sciences) Markus Golla, […] , […] Heidenheim.
My degree as a graduate engineer (University of Applied Sciences) in mechanical engineering/manufacturing engineering, together with my professional experience in research and development, qualifies me.
I have been a shareholder of your stock corporation since its initial public offering and have experienced all its ups and downs.
I am not a member of the Management Board or Supervisory Board of any other company.
This has the advantage that I can devote myself fully to this responsible task.
If elected, I accept the election.
Please confirm receipt of this letter. I also request that you
publish this nomination proposal in accordance with the provisions of the German Stock Corporation Act."
Shareholder Thomas Stillger, Löhnberg, has submitted the following counterproposal regarding agenda item 3:
"Dear Sir or Madam,
I hereby propose that discharge be denied to all members of the Board of Management.
Rationale: To date, the Board of Management has failed to establish a functional and competent customer service operation for business customers.
This area is staffed throughout by employees who are unable even remotely to satisfactorily address customer complaints and inquiries. A new Board of Management must urgently appoint a committee of inquiry to identify the deficiencies and initiate immediate remedial measures so that customer-friendly service can be established promptly . Despite numerous indications, the current Board of Management has not yet fulfilled this primary responsibility.”
