On 04/05/2018, the notice convening the Company’s ordinary Annual General Meeting, including management’s proposed resolutions, 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 counterproposals and election proposals submitted 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 supplemented below with the information required under § Section 127 sentence 4 of the German Stock Corporation Act (AktG).
If you wish to cast your votes by postal vote or authorize the proxies appointed by the Company to exercise your voting rights, please note the following: The voting and instruction form and the online dialogue also enable you to cast postal votes or issue instructions to the proxies appointed by the Company in connection with the counterproposals and election proposals reproduced below. The form available at http://www.telekom.com/hv, which includes a voting and instruction form, also provides this option.
You may support counterproposals that are directed solely at rejecting the Management's proposal by voting "No" on the Management's proposal, i.e., on the Management's proposed resolution, under the relevant agenda items, or by instructing the proxies appointed by the Company to vote "No."
Counterproposals that seek not only to reject Management's proposal but to adopt resolutions that differ in substance, as well as election proposals, are identified below by letters. To cast your vote by postal ballot or issue instructions to the proxies designated by the Company, including if these letter-designated counterproposals and election proposals are 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 counterproposal or election proposal on the voting and instruction form or in the online dialog.
If a different designation is indicated below for a counterproposal or candidate proposal on which you wish to exercise your voting rights by postal vote or have the proxies designated by the Company exercise them, 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 automatically.
If you use the voting and instruction form to issue instructions to a credit institution, a shareholders' association, or a person, association, 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 and wish to have your voting rights exercised in any vote on the letter-designated counterproposals or candidate proposals as well, please first confirm not only whether and under what conditions it is willing to represent you, but also, if applicable, the extent to which it is willing to exercise 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 booklet you receive when entering the Annual General Meeting also allows you to authorize the proxies designated by the Company and instruct them in connection with the counter-motions and election proposals reproduced below. The chair of the meeting will provide the necessary information.
For questions regarding the Annual General Meeting, the AGM hotline is available at 0228 181-55770 Monday through Friday (except public holidays) from 8:00 AM to 6:00 PM.
Last updated: May 2, 2018
The shareholder Lars Olbrich, Neuss, has submitted the following nomination proposals for Agenda Items 7 through 10:
- Motion A – Nomination proposal for Agenda Item 7
- Motion B – Nomination proposal for Agenda Item 8
- Motion C – Nomination proposal for Agenda Item 9
- Motion D – Nomination proposal for Agenda Item 10
"Dear Sir or Madam,
I hereby nominate Mr. Lars Olbrich as a new member of the Supervisory Board.
Brief overview:
Date of birth: 06/25/1984
Place of residence: Neuss
Nationality: German
Profession: Key Account Manager
Memberships on supervisory boards required by law: • none
Memberships on comparable domestic or foreign supervisory bodies of business enterprises: • none
A detailed profile is attached to this email and may be published if necessary.
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.“
”Mr. Olbrich attached the following curriculum vitae to his nomination proposal:
“Curriculum Vitae
Lars Olbrich
Neuss, North Rhine-Westphalia
*06/25/1984
Nationality: German
Professional Experience
11/2017 – present Techem Energy Services GmbH, Düsseldorf
• Key Account Manager
10/2014 – 10/2017 Techem Energy Services GmbH, Düsseldorf
• Sales
02/2007 – 09/2014 Franz-Josef Lehnen GmbH, Techem Commercial Agency Düsseldorf
• Warehouse/Logistics
• IT Systems
• Order and Contract Processing
Education/Professional Training
04/2015 – present Studies in Business Administration
(part-time) Distance Learning University of Hagen
09/2004 – 01/2007 Vocational training as an office clerk
Deutsche Welle, public-law institution
Current mandates:
Membership on supervisory boards required by law:
• none
Membership on comparable domestic or foreign supervisory bodies of
business enterprises:
• none“
Information provided by the Board of Management pursuant to § Section 127 sentence 4 nos. 1 through 3 AktG:
Pursuant to § Section 96 (2) sentence 1 AktG, the Supervisory Board of listed companies subject to the German Co-Determination Act, the German Coal, Iron and Steel Co-Determination Act, or the German Co-Determination Amendment Act must consist of at least 30% women and at least 30% men. This minimum quota requirement must be met by the Supervisory Board as a whole pursuant to § Section 96 (2) sentence 2 AktG. If, before the election, the shareholder representatives or employee representatives object to overall compliance by a resolution adopted by a majority and notify the Chair of the Supervisory Board accordingly, then, pursuant to § Section 96 (2) sentence 3 AktG, the minimum quota requirement for that election must be met separately by the shareholder representatives and the employee representatives.
For the election of a member of the Supervisory Board pursuant to agenda items 7 through 10, neither the shareholder representatives nor the employee representatives objected to aggregate fulfillment pursuant to § Section 96(2), sentence 3, of the German Stock Corporation Act (AktG).
The Supervisory Board of Deutsche Telekom AG is composed of ten shareholder representatives and ten employee representatives pursuant to §§ Sections 96(1) and (2) and 101(1) of the German Stock Corporation Act (AktG), in conjunction with § Section 7(1), sentence 1, no. 3, of the German Codetermination Act of 1976. At least 6 seats must be held by women and at least 6 seats by men to meet the minimum quota requirement under § Section 96(2), sentences 1 and 2, of the German Stock Corporation Act (AktG) (i.e., the Supervisory Board must consist of at least 30% women and at least 30% men).
The shareholder Dr. Werner Strecke, Müglitztal, has submitted the following counterproposals regarding agenda items 3 and 4:
"I hereby submit the following counterproposals in due time:
1. Agenda Item 3: The members of the Board of Management are not to be granted discharge for fiscal year 2017.
2. Agenda Item 4: The members of the Supervisory Board are not to
be granted discharge for fiscal year 2017.
Rationale: Inadequate quality assurance management has severely damaged the image of
Telekom. This can be substantiated by the number of complaints to be disclosed and by customers’ termination of their contracts. In addition to not granting discharge, the salaries and bonuses of all managers at every level involved in quality assurance should be reduced by a percentage based on the number of complaints identified, in favor of a compensation fund for the affected customers. (1% reduction for every 100,000 complaints)."
Shareholder Roland Kirchner, Rodeberg, has submitted the following election proposals for agenda items 7 through 10:
- Motion E – election proposal for agenda item 7
- Motion F – election proposal for agenda item 8
- Motion G – election proposal for agenda item 9
- Motion H – election proposal for agenda item 10
"Dear Sir or Madam,
Pursuant to § Sections 126 and § 127 of the German Stock Corporation Act, I, as a shareholder (shareholder number 48454160) of your stock corporation, propose Mr. Roland Kirchner, graduate business economist (University of Applied Sciences), Oststr. 5, 99976 Rodeberg, for election under agenda items 7 through 10, “Elections to the Supervisory Board.”
His degrees as a graduate industrial engineer (University of Applied Sciences) and graduate business economist (University of Applied Sciences), as well as his many years of professional experience, qualify him.
He is not a member of the Management Board or Supervisory Board of any other company.”
Mr. Kirchner attached the following résumé to his election proposal:
Mr. Roland Kirchner
Self-employed entrepreneur in the solar industry, KIR.SOLAR in Rodeberg
Personal details:
Year of birth: 1958
Place of birth: Struth
Nationality: German
Professional background:
Since 2010 Self-employed entrepreneur in the solar industry, KIR.SOLAR in Rodeberg
2012 - 2012 Head of Finance and Accounting at PACOMA GmbH in Eschwege
2011 - 2011 Local Process Owner at KONE GmbH in Hanover
2010 - 2010 Qualification and certification as an SAP consultant for SAP ERP 6.0
2008 - 2009 SAP FI/CO Group Manager at CONRAD ELECTRONIC SE in Hirschau
2006 - 2007 Self-employed entrepreneur in the solar industry, KIR.SOLAR in Rodeberg
2001 - 2005 SAP consultant and business management consultant at RWE Solutions AG (SAG) in Frankfurt
2000 - 2001 Controller at Marconi Data Systems GmbH in Limburg
1998 - 2000 Controller at Rheinelektra CARE GmbH (RWE) in Kelkheim
1997 - 1998 Controller at Deutsche Travertin Werke GmbH in Bad Langensalza
1989 - 1995 Controller at Schliess- und Sicherungssysteme GmbH in Mühlhausen
Education:
SAP Certified Application Associate - Financial Accounting ERP 6.0 Hanover
Degree in Business Administration (University of Applied Sciences) - Technical University of Applied Sciences Wildau / Berlin
Degree in Industrial Engineering (University of Applied Sciences), Reichenbach Engineering School (Zwickau University of Applied Sciences)
Memberships on supervisory boards required by law
- none -
Memberships on comparable domestic and foreign supervisory bodies of business enterprises
- none -
Information provided by the Board of Management pursuant to § Section 127 sentence 4 nos. 1 through 3 AktG:
Pursuant to § Section 96(2) sentence 1 AktG, in listed companies to which the Codetermination Act, the Coal and Steel Codetermination Act, or the Codetermination Supplementation Act applies, the Supervisory Board must consist of at least 30% women and at least 30% men. Pursuant to § Section 96(2) sentence 2 AktG, the Supervisory Board as a whole must meet this minimum quota requirement. If, before the election, either the shareholder representatives or the employee representatives object to overall compliance by a majority resolution communicated to the Chair of the Supervisory Board, then, pursuant to § Section 96(2) sentence 3 AktG, the shareholder representatives and the employee representatives must separately meet the minimum quota requirement for that election.
For the election of a Supervisory Board member under agenda items 7 through 10, neither the shareholder representatives nor the employee representatives objected to overall compliance pursuant to § Section 96(2) sentence 3 AktG.
Pursuant to §§ Section 96(1) and (2) and Section 101(1) AktG, in conjunction with § Section 7(1), sentence 1, no. 3 of the 1976 Co-Determination Act, the Supervisory Board of Deutsche Telekom AG consists of 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 satisfy the minimum quota requirement under § Section 96(2), sentences 1 and 2 AktG (i.e., the Supervisory Board must consist of at least 30% women and at least 30% men).
The shareholder Herbert Zorn, Birkenfeld, has submitted the following counterproposal regarding Agenda Item 2:
Proposal I – Counterproposal regarding Agenda Item 2
Dear Ladies/Gentlemen
of the Board of Management of Deutsche Telekom AG,
for the Annual General Meeting on 05/17/2018, I hereby submit the following counterproposals in due time pursuant to § Section 126(1) and § Section 127 of the German Stock Corporation Act.
Regarding Agenda Item 2:
Given the retained earnings of € 5,927,230,072.40, a dividend distribution of € 0.65 per share is too low.
I propose a dividend distribution of € 1.20 per no-par value share entitled to dividends.
Rationale:
The retained earnings must be made available to the shareholders in full,
as shareholders have to accept poor performance by Deutsche Telekom shares due to the low share price.
The remaining amount of € 236,505,828.80 may be carried forward to a new account.
