On April 14, 2016, the convening notice for the Company’s ordinary shareholders’ meeting, including management’s proposed resolutions, was published in the German Federal Gazette. Counterproposals and election proposals concerning these proposed resolutions have been submitted to the Company at the address provided for this purpose in the convening notice. To the extent that the submitted counterproposals and election proposals must be made available, we reproduce them below, including the name of the respective shareholder and the respective rationale. Shareholder proposals for the election of Supervisory Board members are also provided below with the information required under § Section 127 sentence 4 of the German Stock Corporation Act.
If you wish to cast your votes by postal ballot or authorize the proxies designated by the Company to exercise your voting rights, please note the following: The voting and instruction form and the online dialog also allow you to cast votes by postal ballot or issue instructions to the proxies designated by the Company in connection with the counterproposals and election proposals reproduced below. The form, which is available at http://www.telekom.com/hauptversammlung and includes a voting and instruction form, also offers this option.
You may support countermotions that are directed solely at rejecting the Management Board's proposal by voting "No" on the Management Board's proposal for resolution under the relevant agenda items, or by instructing the proxy representatives designated by the Company to vote "No".
Countermotions that are directed not only at rejecting the Management Board's proposal but at resolutions with substantively different content, as well as election proposals, are identified below by letters. To cast your vote by postal ballot or issue instructions to the proxy representatives designated by the Company in the event that these countermotions and election proposals identified by letters are put to a vote at the General Meeting, 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 identifier is listed below for a counterproposal or nomination for which you wish to exercise your voting rights by postal vote or have them exercised by the proxy representatives designated by the Company, please enter that identifier yourself, where applicable, in one of the fields provided when using the voting and instruction form, and check the box next to it that corresponds to your vote. The online platform automatically adds the corresponding voting and instruction options.
If you use the voting and instruction form to issue instructions to a credit institution, a shareholders' association, or a person, association, institution, or undertaking deemed equivalent to them pursuant to § Section 135(8) and (10) in conjunction with § Section 125(5) of the German Stock Corporation Act, and you also wish to have your voting rights exercised in any vote on the letter-designated counterproposals or nominations, please verify in advance not only whether, and under what conditions, the relevant entity is prepared to represent you, but also, where applicable, the extent to which it is prepared to exercise your voting rights in connection with the relevant counterproposals or nominations.
If you attend the Annual General Meeting in person but wish to leave early, the voting card booklet you receive upon admission to the Annual General Meeting also allows you to authorize the proxies appointed 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.
If you have 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: May 11, 2016
The shareholder Dr. Jürgen Schultze, Kiel, has submitted the following counterproposals regarding agenda items 3 and 4:
"Proposal for the Annual General Meeting
I propose that discharge be denied to the Board of Management and the Supervisory Board for fiscal year 2015.
Rationale:
The Board of Management and Supervisory Board have inadequately exercised their oversight of the t-online editorial team, both before its sale to the Ströer Group and afterward as a minority shareholder. The editorial team has repeatedly published one-sided articles on refugee policy, the so-called welcoming culture, and its assessment of the politicians involved, without allowing comments
(e.g., http://www.t-online.de/nachrichten/deutschland/gesellschaft/id_76034130/fluechtlingskrise-kommentar-es-wird-an-angela-merkels-stuhl-gesaegt.html; http://www.t-online.de/nachrichten/deutschland/gesellschaft/id_76279610/-hart-aber-fair-afd-chefin-petry-macht-krawall-bei-plasberg-talk.html ).
Through this one-sided politicization of the editorial team, the Board of Management and Supervisory Board seriously jeopardize customer loyalty and, consequently, the Company's financial success."
The shareholder, Dietmar Schneider, Trier, has submitted the following counterproposal regarding agenda item 3:
"Dear Sir or Madam,
Enclosed is the text of my counterproposal for publication:
- regarding agenda item 3:
I refuse to grant discharge to the entire Board of Management for fiscal year 2015.
Management is responsible for handling the balance-sheet item "personnel expenses", which represents the largest share of operating expenses, responsibly.
The Board of Management has violated the requirements of a careful and responsible spending policy in an irresponsible manner, thereby harming the company, its shareholders, and its employees.
Several thousand, predominantly older civil servants and employees are kept by Deutsche Telekom AG in transfer – and placement organizations - without performing any actual work – for months and years as a result of ongoing rationalization measures that are, in many cases, not comprehensible.
Measures relating to severance payments and other "separation payments" are often implemented arbitrarily and through opaque arrangements, and in certain cases in violation of applicable law.
Furthermore, the Board of Management continually subjects this group of individuals to psychological pressure with various health consequences, with the aim of forcing them out of the Company.
The Board of Management has made only limited and marginal efforts to productively integrate these employees who have been released from their work duties. The productivity aspects in this regard are largely ignored.
Anyone who handles the Company’s financial resources, shareholders’ equity interests, and employees in this way may n o t be granted discharge."
Shareholder Florian Kissel, Marburg, submitted the following counterproposal and nomination for election regarding agenda item 8:
- Motion A – Nomination for election regarding agenda item 8
"Dear Shareholders, Ladies and Gentlemen:
I hereby move that you vote against the management’s proposal regarding agenda item 8 (election of a Supervisory Board member).
”I base my proposal on the fact that Dr. Jung’s current roles (as a member of Allianz’s Board of Management and with further responsibilities on various Supervisory Boards) leave her so pressed for time that, in my view, she cannot fulfill her duties on Telekom’s Supervisory Board as I expect as a shareholder.
As an alternative to Dr. Jung, I would like to stand for election to the Supervisory Board myself and ask for your confidence and your vote.
As I am unable to attend the Annual General Meeting in person this year, I hereby declare that I will accept the office if elected successfully."
Information pursuant to § Section 127 sentence 3 nos. 1 through 3 AktG:
Pursuant to § Section 96(2) sentences 1 and 2 AktG, the Supervisory Board of listed companies to which the Co-Determination Act, the Coal, Iron and Steel Co-Determination Act, or the Co-Determination Supplementation Act applies must consist of at least 30 percent women and at least 30 percent men. Pursuant to § Section 96(2) sentence 2 AktG, this minimum quota requirement must be met by the Supervisory Board as a whole. If the shareholder representatives or employee representatives object to overall compliance, then, pursuant to § Section 96(2) sentence 3, the minimum quota requirement must be met separately by the shareholder representatives and employee representatives for this election.
For the election of a Supervisory Board member pursuant to agenda item 8, neither the shareholder representatives nor the employee representatives have objected to overall compliance pursuant to § Section 96(2) sentence 3 AktG.
Pursuant to §§ Section 96 (1) and (2) and Section 101 (1) of the German Stock Corporation Act (AktG), in conjunction with § Section 7 (1) sentence 1 no. 3 of the 1976 Codetermination Act, the Supervisory Board of Deutsche Telekom AG comprises ten shareholder representatives and ten employee representatives. At least 6 seats must be held by women and at least 6 seats by men in order to meet the minimum quota requirement under § Section 96 (2) sentences 1 and 2 AktG (i.e., the Supervisory Board must comprise at least 30% women and at least 30% men).
The Supervisory Board currently includes two women and eight men among the shareholder representatives, and five women and five men among the employee representatives. The minimum quota requirement is therefore already met through aggregate compliance, irrespective of the election held at the shareholders' meeting.
The shareholder Paul Schmitz, Bad Münstereifel, has submitted the following counterproposal and nomination for agenda item 8:
- Motion B – Nomination for agenda item 8
"Dear Sir or Madam,
I received your notification today.
I hereby apply, pursuant to §Sections 126 and 127 AktG, for a seat on the Supervisory Board at the upcoming 2016 Annual General Meeting.
Should a Supervisory Board member leave office early before or after 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 connection with
value analysis.
Value analysis and contribution margin analysis improve profits by
using functional analyses to specifically identify and eliminate unnecessary functions,
because they only cost money unnecessarily, thereby strengthening the company's
competitive position.
This not only strengthens the company's competitive position in the market, but also
gives the Board of Management assurance that employee satis-
faction and motivation are increasing and jobs are becoming more secure because, when the objective is to
reduce costs, employees are involved and participate.”
Information pursuant to § Section 127, sentence 3, nos. 1 through 3 AktG:
Under § Section 96(2), sentences 1 and 2 AktG, the Supervisory Board of listed companies to which the Co-Determination Act, the Coal and Steel Co-Determination Act, or the Co-Determination Supplementation Act applies must consist of at least 30 percent women and at least 30 percent men. Pursuant to § Section 96(2), sentence 2 AktG, the Supervisory Board as a whole must meet this minimum quota requirement. If either the shareholder representatives or the employee representatives object to overall compliance, then, pursuant to § Section 96(2), sentence 3, the minimum quota requirement for this election must be met separately by the shareholder representatives and the employee representatives.
For the election of a Supervisory Board member pursuant to agenda item 8, neither the shareholder representatives nor the employee representatives have objected to overall compliance pursuant to § Section 96(2), sentence 3 AktG.
”Pursuant to §§ Section 96 (1) and (2) and Section 101 (1) of the German Stock Corporation Act (AktG), in conjunction with § Section 7 (1) sentence 1 no. 3 of the 1976 Codetermination Act, the Supervisory Board of Deutsche Telekom AG comprises ten shareholder representatives and ten employee representatives. At least 6 seats must be held by women and at least 6 seats by men in order to meet the minimum quota requirement under § Section 96 (2) sentences 1 and 2 AktG (i.e., the Supervisory Board must comprise at least 30% women and at least 30% men).
The Supervisory Board currently includes two women and eight men among the shareholder representatives, and five women and five men among the employee representatives. The minimum quota requirement is therefore already met through aggregate compliance, irrespective of the election held at the shareholders' meeting.
Shareholder Albert Messerle, Hanover, has submitted the following counterproposal regarding agenda item 3:
" Proposal: Do not grant discharge to the Management Board.
Reason: The T-Share was once called the people's share and was supported to a considerable extent by shareholders who were or are themselves Telekom customers. Now, the share is a long way from its peak prices, and the company is continuously losing customers. One reason for this is, among other things, the deceptive, even fraudulent, methods Telekom uses to get at its customers' money. I experienced this myself recently. This must not and cannot continue! Or?"
The shareholder Rolf Böing, Herdecke, submitted the following counterproposal regarding agenda item 3:
“I hereby submit the following counterproposal to agenda item 3 - the resolution on the discharge of the members of the Board of Management for the 2015 fiscal year - at the Annual General Meeting of Deutsche Telekom AG on May 25, 2016.
Proposal
I propose that discharge be denied to the members of the Board of Management of Deutsche Telekom AG.
Rationale
Deutsche Telekom AG's process capability is not fully ensured in certain areas - in this case, Telekom Deutschland GmbH in its cooperation with its logistics partners.”
The shareholder Martin Hoenig, Lohme, submitted the following counterproposal regarding agenda item 3:
“The members of the Board of Management are not granted discharge.
Rationale: The Board of Management has not ensured that a mechanism is put in place for the early detection of impending reputational damage to our Deutsche Telekom AG.
The current developments in connection with a project on Rügen, for example, demonstrate the urgent need to establish such a mechanism:
A landmark of the island that remains visible from afar is the historic transmission mast of the former Rügen-Radio Lohme coastal radio station, located at the Jasmund National Park World Natural Heritage Site near the chalk cliffs. Deutsche Telekom owns the property.
The site has long been intended for redevelopment. Following a major coastal collapse, the project was initially put on hold, but a large-scale solution is now being pursued again. Residents say this is unrealistic as long as the coast below the large-scale project is not secured. A citizens’ initiative is mobilizing against the development; two-thirds of the town’s residents have signed petitions against the large-scale tourism project; the media have reported extensively; the Mecklenburg-Western Pomerania state parliament has addressed the matter; a local referendum is planned; and citizens along the Baltic coast are joining together to seek a statewide popular initiative against large-scale projects. Media coverage of the issue: https://bewahrtlohme.wordpress.com/111-2
Damage to Deutsche Telekom AG’s reputation and difficulties in carrying out other projects are looming. This could have been prevented if the Board of Management of Deutsche Telekom AG had ensured, through communication with the local public, that it was recognized in time that a potentially unrealistic and uneconomical project was getting completely out of hand.”
Shareholder Johann A. Löning, Oldenburg, has submitted the following counterproposal regarding agenda item 3:
" Discharge should be denied to the Board of Management of Telekom AG.
Rationale:
The Company’s Board of Management is responsible for systemic deficiencies in
customer communication. Although a "Code of Conduct'' sets high standards within the Group,
these rules of conduct are not adequately enforced. The
damage to the Company is substantial, both materially and in terms of its reputation.
.
The misconduct is characterized by the following recurring and verifiable practices
as follows:
Terminating lnbound calls by call center agents hanging up
Terminating lnbound calls by transferring them back to the waiting queues
Using name synonyms
Refusal to disclose a ticket ID
Refusal to disclose the call center location
In conflict situations, call centers are subjected to a communication ban
Employees are unavailable or refuse to provide a written callback
Violation of the confidentiality of correspondence
The "Tel Me" whistleblower portal cannot be accessed through Group headquarters
The company Deutsche Telekom not only carries the name ....Communication
within it—it depends above all on communication from its customers. The practice described
undermines its own business model.
The misconduct described also demonstrates the seriously troubled relationship of
Deutsche Telekom AG with its customers and its own business model.
The Board of Management has both technical and organizational means available to
prevent these shortcomings. Since these means are not
used, discharge must be denied."
The shareholder Wolfgang Schädel, Dietikon, Switzerland, has submitted the following counterproposal regarding agenda item 9:
- Proposal C – Counterproposal regarding agenda item 9
"Regarding agenda item no. 9a), I submit the following counterproposal: §Section 13 of the Articles of Incorporation shall be revised in subsection 3 as follows: "For their work on Supervisory Board committees, members of the Supervisory Board Board shall receive €1,000 per hour of meeting time. Committee chairs shall additionally receive €4,000 per meeting.
Rationale: Compensation should reflect the effort involved and should not be paid as a flat rate. Deutsche Telecom is predominantly owned by the Federal Republic, so these expense allowances are ultimately co-financed by taxpayers."
