On May 13, 2020, the notice convening the Company’s Annual General Meeting, including the management’s proposed resolutions, was published in the Federal Gazette. The Company has received countermotions and/or election proposals concerning these proposed resolutions 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 available, we reproduce them below, including the name of the respective shareholder and, where applicable, the rationale. Shareholder proposals for the election of Supervisory Board members also include the information required under § Section 127 sentence 4 AktG.
The countermotions previously announced and made available in relation to the Annual General Meeting canceled by publication in the Federal Gazette on March 20 ceased to be valid as a result of the cancellation.
If you wish to cast your votes by postal vote or authorize the proxies designated by the Company to exercise your voting rights, please note the following: The voting and instruction form and the Internet dialog also allow you to cast postal votes or issue instructions to the proxies designated by the Company in connection with the counterproposals and election proposals reproduced below. The form available through the Internet dialog, which includes a voting and instruction form, also offers this option.
You may join counterproposals that are solely intended to reject the management proposal by voting "No" on the relevant agenda items against the management proposal, i.e., against the management's proposed resolution, or by instructing the proxies designated by the Company to vote “No.”
Counterproposals that seek not only the rejection of the Management's proposal but also resolutions that differ in substance, 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, including if these letter-identified counterproposals and election proposals are put to a vote at the shareholders' meeting, also check or click the box corresponding to your vote next to the letter of the counterproposal or election proposal on the voting and instruction form or in the Internetdialog.
If a different designation is shown below for a countermotion or election proposal on which you wish to exercise your voting right by postal vote or have it 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 necessary, and check the box next to it that corresponds to your vote. In the Internet dialog, the voting and instruction options are supplemented accordingly automatically. If you use the voting and instruction form to issue instructions to an intermediary, a shareholders' association, a proxy adviser within the meaning of § Section 134a (1) no. 3, (2) no. 3 of the German Stock Corporation Act or a person treated as equivalent to any of these pursuant to § Section 135 (8), and you wish to have your voting right exercised in any vote on the letter-designated countermotions or election proposals as well, please first confirm not only whether and under what conditions that person or entity is willing to represent you, but also, if applicable, to what extent that person or entity is willing to exercise your voting right in connection with the relevant countermotions or election proposals.
For questions regarding the Annual General Meeting, please contact us by email at hv-service@telekom.de or by phone via the AGM hotline at 0228 181-55770, Monday through Friday (except public holidays), between 8:00 AM and 6:00 PM.
Last updated: June 5, 2020
The shareholder, Benjamin Witsch, Berlin, submitted the following counterproposal regarding agenda item 2:
- Proposal A: Counterproposal regarding agenda item 2
“I hereby submit the following counterproposal for the 2020 Annual General Meeting of Deutsche Telekom AG, to be held on June 19, 2020, regarding agenda item 2, resolution on the appropriation of the net¬ retained profit:
According to media reports, Deutsche Telekom AG risks losing its majority of voting rights in T-Mobile because Softbank could sell the shares for which Deutsche Telekom is currently permitted to exercise the voting rights. If sold to third parties, the voting interest in T-Mobile would therefore fall below the 50% threshold, with far-reaching consequences for Deutsche Telekom AG. Purchasing the shares currently held by Softbank would cost several billion U.S. dollars.
I therefore request that the net retained profit not be used in part to distribute a dividend and that no dividend be paid.”
The shareholder, Herbert Zorn, Birkenfeld, has submitted the following countermotions regarding agenda items 2, 3, and 4:
Motion B: Countermotion regarding agenda item 2
"Dear Members of the Board of Management of Deutsche Telekom AG,
In light of the general warnings about the coronavirus (including those issued by the Federal Minister of Health) and the resulting need to avoid attending large gatherings of people, I hereby submit the following countermotions in due time for the Annual General Meeting on March 26, 2020
[June 19, 2020] pursuant to § Section 126(1) and § Section 127 of the German Stock Corporation Act.
Regarding agenda item 2:
Given the net retained profit of € 5,459,705,249.38, a dividend distribution of € 0.60 per share is too low.
I request a dividend distribution of at least € 1.10 per no-par value share entitled to dividends.
Reasoning for Item 2:
The distributable profit must be made available to the shareholders in full,
as shareholders have had to accept weak performance of the “Deutsche Telekom” share due to the low share price.
In recent years, the Company has not been able to achieve improving share performance.
Shareholders should therefore be compensated with a higher dividend distribution.
The remaining amount of €242,473,828.88 may be carried forward.
Regarding Item 3: The members of the Board of Management should not be discharged for fiscal year 2019.
Regarding Item 4: The members of the Supervisory Board should not be discharged for fiscal year 2019
Reasons for Items 3 and 4:
In recent years, the members of the Board of Management and the members of the Supervisory Board have been unable to achieve a
rise in the stock price, even though the general stock index recorded high growth rates during this period.
The Board of Management and Supervisory Board failed to actively improve the stock value.
I ask you to publish my counterproposals and include them in the agenda for the Annual General Meeting on March 26, 2020 [June 19, 2020].
Thank you!”
The shareholder, Dietrich-E. Kutz, Bieberach, has submitted the following counterproposals regarding agenda items 3 and 4:
“Counterproposals for the virtual Annual General Meeting on 06/29/2020 in Bonn
< Agenda Item 3 Resolution on the discharge of the members of the Board of Management for fiscal year 2019:
To withhold discharge
< Agenda Item 4 Resolution on the discharge of the members of the Supervisory Board for fiscal year 2019:
Not to approve the discharge
Reasoning:
The cost savings from postponing the Annual General Meeting (dividend payment) by 3 months and holding the Annual General Meeting
without a physical presence were not reflected in an adjusted (increased)
dividend.
It would have made sense to make an advance payment toward the dividend payment for the postponed Annual General Meeting date of 03/26/2020
(1/2 dividend - see EnBW). Anyone who has since had to sell their shareholding, even in part, for
liquidity reasons receives nothing. Our Company is severely lacking
in shareholder-friendliness!
The persistent arrogance of the Board of Management, Supervisory Board, and IR in failing to provide the requested statement or respond to a repeated inquiry
in early April 2020.
Please make the counter-motions available to the other shareholders in accordance with the AktG.
Kind regards
Dietrich-E. Kutz
Your shareholder
The shareholder, Hans Oswald, Lohr, has submitted the following countermotions regarding agenda items 3 and 4 (only the countermotions announced by the shareholder under “Motion 3” are admissible):
"Regarding agenda items 3 and 4
The Remuneration Report is hidden on page 3 of the table of contents
under COMBINED MANAGEMENT REPORT
UNDER A FURTHER SUBITEM
Page 131 Other Information
Then, finally, the Remuneration Report appears on pages 135 through 145.
Very unusual, unique in the entire DAX—does Telekom have something to hide, something to conceal?
Even in times of coronavirus, this remuneration is inappropriate and disrespectful.
I hereby submit Motion 1,
The maximum compensation of most Management Board and Supervisory Board members has, in some cases, already risen considerably over the past 10 fiscal years; this cannot in any way be compared with the increases received by ordinary employees, where people argue over a few percentage points!
Please also consider your own Telekom wage negotiations!
I respectfully ask each of you to personally justify what additional value you provide….…for the dividends of the owners, for us shareholders.
”}}♀♀♀♀♀♀출장샵assistantџьanalysis code】【：】【“】【{I hereby submit Motion 2,
to cut the compensation of the gentlemen on the Board of Management and Supervisory Board in half for the coming fiscal year, until further notice, provisionally on a trial and probationary basis.
More than €10 million in maximum grants / Remuneration solely for the Chief Executive Officer
that is more than 500 times that of a salesperson, equivalent to daily pay of more than €49,000 per workday, or more than €6,000 per hour.....yes, you Telekom shareholders, you read / heard correctly; once today has passed, more than €49,000 will be transferred to the Chief Executive Officer alone whether he deserves it, judge for yourselves. Even with my generous half, the salaries would still be far too high and excessive.
Again, for comparison,
Telekom CEO Timotheus Höttges receives more than 35 times the Remuneration of our Federal President Steinmeyer,
and approximately 40 times the Remuneration of our Federal Chancellor Angela Merkel…
No comment necessary... just shameful... !
etc….etc… I will spare myself listing the smaller grants and additional benefits here.
In Bavarian, that is called a self-service store…..
I hereby submit Motion 3,
to refuse to grant discharge to the gentlemen on the Board of Management and Supervisory Board
with respect to agenda items 3 + 4.
I hereby submit Motion 4,
The salaries of Management Board and Supervisory Board members should not continue to be a self-service store.
Your compensation report in the annual report, pages 135 through 145, plays hide-and-seek with individual compensation across several tables in order to obscure and conceal the total amount of your excessive remuneration…
The compensation report is hidden in the table of contents on page 3
under COMBINED MANAGEMENT REPORT
UNDER A FURTHER SUBITEM
page 131, Other Disclosures
Only then, on pages 135 through 145, does the compensation report finally appear.
Highly unusual and unique across the entire DAX: does Telekom have something to hide or conceal?
The salaries of Management Board and Supervisory Board members should have to be approved annually by the shareholders at the Annual General Meeting. As is now also being demanded of many politicians and should be enshrined in law.
I hereby submit Motion 5,
Adjustment of executives' salaries in proportion to profits and the share price.
Mr. Chairman of the Supervisory Board, Prof. Dr. Ulrich Lehner, evidently you have repeatedly given one another your approval for these enormous salary Remuneration payments.
I hereby submit Motion 6,
In light of the coronavirus and the related financial uncertainty for many, many people in our country who, through no fault of their own, have fallen into a difficult financial situation, it is appropriate to establish a relief fund for them.
which should be provided with financial resources as follows and placed on a firm, solid financial footing. The Boards of Management and Supervisory Boards of all DAX companies, who receive very lucrative financial compensation from their stock corporations, from us shareholders, cannot really spend all that MONEY; we politely and kindly ask them
to voluntarily forgo half of their Remuneration
and contribute that half to a relief fund for citizens in need who have fallen into hardship through no fault of their own.
What is important to me is that I do not really want to insult anyone; apparently, no one at Telekom wants to hear the truth.
Every Board of Management and Supervisory Board should really be able to understand positive shareholder criticism in a positive way.”
