On February 21, 2019, the notice convening the Company’s ordinary shareholders’ meeting, including management’s proposed resolutions, was published in the Federal Gazette. Countermotions and election proposals relating to these proposed resolutions were 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 relevant shareholder and, where applicable, the reasons provided. 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 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 Internet dialogue also allow you to cast votes by postal vote or 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/hv, which includes a voting and instruction form, also offers this option.
You may support counterproposals that are aimed solely at rejecting 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."
Counterproposals aimed not only at rejecting management'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 proxies designated by the Company in the event that these counterproposals and election proposals identified by letters are put to a vote at the Annual General Meeting, 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 identifier is listed below for a countermotion or election proposal for which you wish to exercise your voting rights by postal vote or have them exercised by the proxy representatives appointed by the Company, please enter it 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. In the online dialog, the voting and instruction options will be supplemented accordingly automatically.
If you use the voting and instruction form to issue instructions to a credit institution or a shareholders’ association, or to a person, association, institution, or company treated as equivalent to them pursuant to § Section 135(8) or § Section 135(10) in conjunction with § Section 125(5) of the German Stock Corporation Act (AktG), and you would also like to have your voting rights exercised in any vote on the countermotions or election proposals identified by letters, please first verify not only whether and under what conditions the representative is prepared to represent you, but also, where applicable, the extent to which the representative is prepared to exercise your voting rights in connection with the relevant countermotions or election proposals.
If you attend the Annual Shareholders’ Meeting in person but wish to leave early, the voting card packet you receive upon admission to the Annual Shareholders’ Meeting also allows you to authorize the proxies designated by the Company and issue them instructions regarding the counterproposals and nominations for election set out below. The chair of the meeting will provide the necessary information.
For any questions about the Annual Shareholders’ 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: 03/11/2019
The shareholder, Joachim Walser, Herrsching, has submitted the following countermotions regarding agenda items 3 and 4:
“Countermotions for the Annual General Meeting
1. Agenda Item 3: The members of the Board of Management should not be granted discharge for fiscal year 2018.
2. Agenda Item 4: The members of the Supervisory Board should not be granted discharge for fiscal year 2018
Rationale:
I. The appointments of Thomas de Maziére as Chair of the Deutsche Telekom Foundation and as legal counsel to Deutsche Telekom AG do not comply with proper management or proper supervision.
”1. Thomas de Maziére notes in his recently published book that, as Minister of the Interior, he “was swept along" by the images of welcome during the 2015 opening of the borders of the Federal Republic of Germany, for which he was responsible and which, according to the Bundestag’s Research Services, was unlawful. Anyone who ''is swept along" in such momentous decisions and fails to fulfill the responsibility incumbent upon them does not possess the necessary professional and personal qualifications for an executive board position or a legal counsel role. Executive and supervisory board members who hire such an applicant will therefore fail to meet their responsibility to the company and/or are of the same caliber and thus unsuitable for their office.
2. In his role as a minister, Thomas de Maziére had extensive business ties to the political objectives of Deutsche Telekom AG and, according to the company’s own statements, is now employed because of his network of relationships. This is likely unlawful patronage in public appointments. It is also likely to violate the Act Amending the Federal Ministers Act and the Act on the Legal Status of Parliamentary State Secretaries.
3. According to his own statements online, Thomas de Maisiere has never worked as an attorney. His employment as legal counsel is therefore likely to violate the requirements for a proper Europe-wide tendering procedure at a company that is, to a considerable extent, directly and indirectly state-owned.
II. Deutsche Telekom unilaterally changed the prepaid mobile plan without a monthly basic fee that my wife and I had entered into into a plan with a monthly basic fee and a substantially increased daily Internet access charge, without our consent and therefore unlawfully. Deutsche Telekom apparently seeks to legitimize this by displaying an “OK button” when the account balance is checked, which can only be bypassed by turning off the device. This may fall within the gray area of criminal law. The Board of Management and Supervisory Board bear ultimate responsibility for this. This is likely to affect numerous customers and thus cause lasting damage to the Company’s image. The Board of Management and Supervisory Board must ensure that the business is conducted within a legally sound framework. This is clearly not the case to the required extent.”
The shareholder, Herbert Zorn, Birkenfeld, has submitted the following counterproposals regarding agenda items 2, 3, and 4:
Proposal A: Counterproposal regarding agenda item 2
“Dear Members of the Board of Management of Deutsche Telekom AG,
for the Annual General Meeting on March 28, 2019, I hereby submit the following counterproposals in due time pursuant to § Section 126 (1) and § Section 127 of the German Stock Corporation Act (AktG).
Regarding agenda item 2:
Given the distributable profit achieved of €7,031,250,356.18, a dividend distribution of €0.70 per share is too low.
I propose doubling the dividend distribution to €1.40 per no-par value share entitled to dividends.
Rationale for Agenda Item 2:
The net retained profit must be made fully available to the shareholders,
as shareholders have had to accept poor performance by the “Deutsche Telekom” share due to the low share price.
Over the past 3 years, the Company has not been able to achieve improving share performance.
Shareholders should therefore be compensated through a higher dividend distribution.
The remaining amount of €391,704,689.58 may be carried forward.
Regarding Agenda Item 3: The members of the Board of Management should not be granted discharge for the 2018 financial year.
Regarding Agenda Item 4: The members of the Supervisory Board should not be granted discharge for the 2018 financial year
Rationale for Agenda Items 3 and 4:
Over the past three years, the members of the Board of Management and the members of the Supervisory Board have been unable to achieve
an increase in the share price, even though the general stock index recorded high growth rates during this period.
The Board of Management and Supervisory Board failed to take active steps to improve the share value.
I ask you to include or consider my counterproposals in the agenda for the Annual General Meeting on March 28, 2019.
Thank you!”
