On February 26, 2021, the notice convening the Company's ordinary Annual General Meeting, including the agenda and the management's proposed resolutions, was published in the Federal Gazette. Below, we reproduce counter-motions against a proposal by the Board of Management and Supervisory Board on a particular agenda item and election proposals submitted by shareholders that must be made available pursuant to Sections §§ 126, 127 of the German Stock Corporation Act (AktG), including the name of the shareholder submitting the motion or election proposal and, where applicable, the reasons for it. Shareholder proposals for the election of Supervisory Board members also include the information required under Section § 127 sentence 4 AktG.
The counterproposals and election proposals reproduced below will be deemed submitted at the shareholders’ meeting if the shareholder submitting the counterproposal or election proposal is duly authorized and registered for the shareholders’ meeting, meaning that the requirements set out in the notice of convening under “Requirements for Participation and Exercise of Voting Rights” are met. This does not affect the right of the chair of the meeting to put the proposals of the Management Board to a vote first. If the proposals of the Management Board are adopted by the required majority, the counterproposals or (differing) election proposals will be moot to that extent.
You may support countermotions that are directed exclusively at rejecting the Management's proposal by voting "No" on the Management's proposed resolution for 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's proposal but at resolutions with different substantive content, as well as shareholder nominations, are identified below by letters. You can find the relevant letters in the password-protected Internet Dialogue and on the postal voting forms or proxy and instruction forms provided by the Company, or enter them there yourself. To cast postal votes or issue instructions to the proxy representatives designated by the Company in the event that these letter-designated countermotions and nominations are put to a vote at the Annual General Meeting, select or click the box next to the letter identifying the countermotion or nomination that corresponds to your vote.
If you wish to grant an intermediary, a shareholders' association, a proxy advisor within the meaning of § Section 134a(1) No. 3 and (2) No. 3 of the German Stock Corporation Act (AktG), or a person treated as equivalent to these pursuant to § Section 135(8) AktG, not only a proxy but also instructions regarding the lettered counterproposals or election proposals, please first ascertain not only whether and under what conditions they are prepared to represent you, but also, where applicable, to what extent they are prepared to exercise your voting rights in connection with the relevant counterproposals or election proposals.
For questions about 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), from 8:00 AM to 6:00 PM.
Last updated: 03/11/2021
The shareholder, César Perera Antón, has submitted the following counterproposals regarding agenda items 2, 3, 4, 9, and 10: These counterproposals shall be deemed submitted at the Annual General Meeting.
- Proposal A: Counterproposal regarding agenda item 2
“As a long-standing shareholder of Deutsche Telekom AG (ISIN: DE00 0555 7508), based on the underlying data […]
I hereby submit the following counterproposals:
Agenda Item 2:
The net retained profit of € 5,129,092,899.85 generated in fiscal year 2020 shall be appropriated as follows:
Repurchase of up to 300 million Deutsche Telekom AG shares (ISIN: DE00 0555 7508) on the Xetra trading venue
and carryforward of the remaining amount not used for this purpose.
The share repurchase program shall extend until the next Annual General Meeting, and the shares acquired through the stock exchange shall be canceled by the Company.
Rationale:
Capital increases in connection with prior dividend distributions (the issuance of new shares) have diluted shareholders' equity. As a result, among other things, the dividend distribution per share has also declined. At the same time, the share price is around the level of the initial IPO (DM 28.50 in 1996). This cannot in any way be regarded as a satisfactory economic development for shareholders. This measure is intended to counteract this trend.
The buyback program should be expanded in the following years in order to sustainably reduce the Company's share capital to 4 billion shares.
Agenda Item 3:
Discharge shall not be granted to the Board of Management.
Rationale:
It is not evident that the Board of Management acts in the economic interests of all shareholders (see also the rationale for the counterproposal under Agenda Item 2).
Agenda Item 4:
Discharge shall not be granted to the Supervisory Board.
Rationale:
It is not evident that the Supervisory Board appoints or dismisses the Board of Management based on criteria that are guided by the economic interests of all shareholders (see also the rationale for the counterproposal under Agenda Item 2).
”AGENDA ITEM 9:
The Remuneration system adopted by the Supervisory Board on 02/25/2021 is NOT approved.
Rationale:
As long as it is not apparent that the Board of Management is acting in the economic interests of all shareholders, the total Remuneration, including all components, of an individual member of the Board of Management (m / f / d) should be capped at €500,000 per year. This is still many times more than what an average employee in the Federal Republic of Germany earns (that is, someone who does not personally assume any entrepreneurial risk).
AGENDA ITEM 10:
The Remuneration of the members of the Supervisory Board pursuant to § 13 of the Articles of Incorporation [...] is NOT confirmed.
Rationale:
As long as it is not apparent that the Supervisory Board selects the Board of Management based on criteria aligned with the economic interests of all shareholders, service on the Supervisory Board should be on a voluntary basis.”
The shareholder, Georg Mittermeier, has submitted the following counterproposal regarding agenda item 2: This counterproposal is deemed to have been submitted at the shareholders' meeting.
- Proposal B: Counterproposal regarding agenda item 2
“I propose that the dividend be increased to €0.70.
Reasoning:
Retained earnings are more than sufficient for this. The dividend yield is an important metric and helps determine the share price, which has merely stagnated for decades. An increase would contribute to a higher price for the T-Share.”
