On 03/01/2022, the notice convening the Company’s Annual General Meeting, including the agenda and the Management Board’s proposed resolutions, was published in the Federal Gazette. Below, we reproduce the counterproposals and election nominations relating to the agenda items of the 2022 Annual General Meeting that must be made available pursuant to §§ Sections 126 and 127 of the German Stock Corporation Act (AktG), including the name of the shareholder submitting the proposal or nomination and, where applicable, the supporting rationale. Shareholder nominations for the election of Supervisory Board members also include the information required under § Section 127 sentence 4 AktG.
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You may support countermotions that are directed solely at rejecting management's proposal by voting “No” on management's proposed resolution under the relevant agenda items in the password-protected Internetdialog or on the absentee voting forms or proxy authorization and instruction forms provided by the Company, or by instructing your proxy, in particular the proxies designated by the Company, to vote “No.”
Counterproposals that seek not only to reject the management's proposal but also to adopt resolutions with different content, as well as election proposals, are identified by letters below. The relevant letters can be found in the password-protected Internetdialog and on the postal voting forms or proxy and voting instruction forms provided by the Company. To cast postal votes or issue instructions to the proxies designated by the Company for the event that these letter-designated counterproposals and election proposals are submitted for a vote at the shareholders' meeting, check or click the box corresponding to your vote next to the letter identifying the counterproposal or election proposal.
If you wish to grant not only a proxy but also voting instructions concerning the counterproposals or election proposals designated by letters to 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 any of the foregoing pursuant to § Section 135 (8) AktG, please first confirm not only whether and under what conditions they are willing to represent you, but also, where applicable, the extent to which they are willing to exercise your voting rights in connection with the relevant counterproposals or election proposals.
The right of the chair of the meeting to put the management's proposals to a vote first remains unaffected. If the management's proposals are adopted by the required majority, the corresponding countermotions or (differing) election proposals will no longer need to be considered.
If you have any questions about the Annual General Meeting, please contact us by
email at hv-service@telekom.de or call the AGM hotline at 0228 181-55770, Monday through Friday (except public holidays), between 8:00 AM and 6:00 PM.
Last updated: 03/24/2022
The shareholder, Manfred Hempfling, has submitted the following counterproposal regarding agenda item 6a:
"Counterproposal regarding agenda item 6(a) – Election of Dr. Frank Happel to the Supervisory Board
Dear Fellow Shareholders:
We, as the owners of Deutsche Telekom AG, are being presented with Dr. Happel as a candidate to represent our interests, although in my opinion he is entirely unsuitable for this position.
Dr. Happel is currently CEO of Deutsche Post and therefore bears overall responsibility for this company. In recent years, Deutsche Post has stood out primarily for regularly increasing postage rates while openly considering discontinuing mail delivery services in return, for example by eliminating delivery on one day, as reported in the media. A manager who can only make things more expensive and worse is not suitable for our Telekom.
Dr. Happel bears ultimate responsibility for service—have you ever tried to contact Deutsche Post or DHL? It is an exceptionally arduous undertaking just to find a way to get in touch—and once you have found one, you can count yourself lucky if the person you reach by phone can even understand your concern linguistically. Do we want this kind of service for our Telekom?
Dr. Happel has also systematically dismantled Deutsche Post’s branch network; in practice, you can now find the company only within Postbank branches or through private postal outlet operators—do we want our Telekom to treat its customers this way?
And so on …
Side note: Dr. Happel is still serving as Chief Executive Officer of Deutsche Post; what we certainly do not need now is a supervisory board chair who is winding down their career, nor someone who is being pushed into retirement here.
”I therefore propose that Dr. Happel not be elected to the Supervisory Board of Deutsche Telekom AG. No alternative candidate is deliberately proposed, as the aim is not to limit or undermine the interests of other shareholders, but solely to prevent the election of a person who does not represent the interests of all of us as shareholders. I urge institutional investors to support this vote or at least abstain from voting. I thank Mr. Lehner, the outgoing Chair of the Supervisory Board, for his work; however, for the reasons set out above, I cannot endorse his proposed successor.
Manfred Hempfling“
Dachverband der Kritischen Aktionärinnen und Aktionäre, has submitted the following countermotions regarding agenda items 3 and 4:
Dachverband der Kritischen Aktionärinnen und Aktionäre, has submitted the following countermotions regarding agenda items 3 and 4
“Regarding agenda item 3: Resolution on the discharge of the members of the Board of Management
Dachverband der Kritischen Aktionärinnen und Aktionäre proposes that discharge be denied to the members of the Board of Management.
Rationale:
Deutsche Telekom AG's Board of Management lacks credibility on climate action: While the Board of Management has announced ambitious climate targets, it fails to disclose what is intended to be done to actually achieve these targets.
”The Board of Management also recognizes that switching to renewable electricity alone is not enough to achieve the goals of the Paris Climate Agreement. The impact of Deutsche Telekom's business activities on climate change arises primarily from upstream and downstream value-chain emissions (Scope 3, upstream and downstream). These account for 85 percent of the emissions for which Deutsche Telekom is responsible. Although the Board of Management intends for Deutsche Telekom to become climate-neutral by 2040, it provides insufficient information on the measures through which emission reductions are to be achieved.
Deutsche Telekom does not perform well in the current 2022 Corporate Climate Responsibility Monitor published by NewClimate Institute and Carbon Market Watch, compared with 24 other major companies. Deutsche Telekom's limited statements on climate action are not persuasive. Deutsche Telekom could make a greater contribution to decarbonizing the power grid and make a more credible claim to reducing its energy-related emissions by focusing on on-site renewable-energy facilities and higher-quality power purchase agreements (PPAs).
Regarding agenda item 4: Resolution on the formal approval of the actions of the members of the Supervisory Board
The Umbrella Association of Critical Shareholders proposes that the members of the Supervisory Board be denied formal approval of their actions.
Rationale:
The Supervisory Board did not adequately fulfill its duty to supervise and monitor the Board of Management. Telekom subsidiary T-Systems in South Africa suspected of corruption
Allegations of corruption against T-Systems South Africa make the Bonn-based company's "commitment to combating corruption" appear to be empty words: "Deutsche Telekom rejects all forms of corruption and places particular emphasis on measures to prevent it." Deutsche Telekom's Compliance Risk Assessment appears to have failed across the board: "To prevent misconduct at an early stage, we conduct the Compliance Risk Assessment annually. In the process, we review potential misconduct at our domestic and international companies and derive targeted measures to reduce potential risks and proactively prevent violations of conduct. One focus is corruption."
T-Systems, Deutsche Telekom's IT subsidiary, may have benefited extensively from the corruption system of former President Jacob Zuma. Wirtschaftswoche reported this under the headline “Höttges' Africa Problem” in its 12/15/2021 issue.
DTAG's South African subsidiary is the subject of serious allegations in a report by the British anti-corruption initiative Shadowworld Investigations. Paul Holden, the South African author of the Shadowworld Investigations report, testified before a South African commission of inquiry, the Zondo Commission. He is certain that the Commission will publicly denounce T-Systems as a beneficiary of corruption under President Zuma.
Major IT contracts in 2009 with the state-owned South African companies Eskom (electricity supply) and Transnet (operator of railways, ports, and pipelines) reportedly only came about because T-Systems maintained close ties to the Indian Gupta business family. “They were close friends with President Zuma, controlled state institutions and thus key decisions,” Wirtschaftswoche reported. Thanks to its ties with Gupta, the South African state-owned companies may have paid T-Systems the equivalent of nearly EUR 700 million, according to research by anti-corruption campaigner Paul Holden.
In an article in the South African daily newspaper “Daily Maverick,” Paul Holden publicly raised his allegations as early as 06/27/2021: „Today, I will set out how much money the state paid in contracts tainted by State Capture involving the Gupta enterprise, and discuss a hitherto unknown R7.8-billion State Capture contract involving T-Systems.”
The criminal system of taking over the state is known in South Africa as "State Capture." The scandal triggered a national crisis in South Africa. President Jacob Zuma had to resign and was sentenced to 15 months in prison because he had refused to testify about corruption scandals during his term in office from 2009 to 2018.
"During Jacob Zuma’s ten-year presidency, South Africa’s fragile democracy was undermined and corrupted by a multitude of criminal actors. Foremost among them was the Gupta family, which used its influence and financial resources to take control of key state-owned companies and institutions and divert scarce public funds into their own and others’ pockets."
Should the corruption allegations prove true, Deutsche Telekom would be guilty of aiding and abetting the criminal takeover of the Republic of South Africa. The shareholders would then also bear responsibility: the Federal Government with 13.8 percent and its development bank KfW with 16.6 percent."
”The shareholder, Wilm Diedrich Mueller, has submitted the following counterproposal regarding agenda item 2:
Motion A - Counterproposal regarding agenda item 2
"Counterproposal regarding agenda item number two of the invitation to the ordinary shareholders' meeting of the above-mentioned company Deutsche
Persons, I hereby move that, contrary to the proposal in the above-mentioned invitation, a dividend not be paid in the currency euro, but that the money available for distribution be used to purchase exactly one share in the above-mentioned shipping company through the above-mentioned Berlin Stock Exchange, in order to immediately raffle off this purchased share among all shares in the above-mentioned company Deutsche.
I justify this counterproposal of mine on the grounds that, by submitting this motion, I am already stating that the degree of importance of my motions, which I submit at annual general meetings of stock corporations, will continue to decrease as the distance between the registered office of the respective stock corporation and the registered office of the above-mentioned shipping company increases.
I request publication of this letter containing my counterproposal.
The above-mentioned gentleman“
The shareholder, Wilm Diedrich Mueller, has submitted the following counterproposals regarding agenda items 3 and 4
The shareholder, Wilm Diedrich Mueller, has submitted the following counterproposals regarding agenda items 3 and 4
“Persons, I request that no member of the Board of Management be granted discharge for fiscal year 2021.
I base this counterproposal on the fact that no regular in-person Annual General Meeting was held in the same fiscal year, 2021.
I request publication.
The above-mentioned gentleman”
“Counterproposal regarding agenda item number four of the invitation to the regular Annual General Meeting of the above-mentioned company, Deutsche Telekom
Persons, I hereby move that no member of the Supervisory Board of the aforementioned company Deutsche Telekom be discharged for fiscal year 2021.
I base this counterproposal on the fact that, in that same fiscal year 2021, the same company Deutsche Telekom failed to cure the aforementioned company Deutsche Bahn, once and for all, of the sexism evident in the fact that the same company Deutsche Bahn, through announcements on its trains and at its train stations such as: "Dear ladies and gentlemen...", unmistakably favors female persons over male persons.
I request the prompt publication of this serious counterproposal letter of mine.
The aforementioned gentleman“
The shareholder, Wilm Diedrich Mueller, has submitted the following election proposal for agenda item 6:
Motion B - Election proposal for agenda item 6
"Election proposal for agenda item number six of the invitation to the Annual General Meeting of the aforementioned company Deutsche
Persons, I hereby propose that I be elected as a member of the Supervisory Board of the aforementioned company Deutsche.
I believe that I am particularly well suited for a position on the Supervisory Board of the same company Deutsche because, in my own view, I have an extraordinarily good command of the art of welcoming people.
-
Regarding my résumé: I first saw the light of day in March of calendar year 1956 and completed my commercial vocational training in calendar years 1975/76 in Neuenburg an der Bullenmeersbäke, an artists' village to the left of Jade Bay. I also have five fine, adult children.
By profession, I am the managing director of a company.
I request publication of this serious
election proposal of mine.
The aforementioned gentleman"
The shareholder, Hans Oswald, has submitted the following countermotions regarding agenda items 3 and 4:
"[…]
Shareholders, I ask you to follow / support my motions!
We will also raise these motions again in question form during the Q&A session at the Annual General Meeting on 04/07/2022. Please also consider and answer them as questions!
Many shareholders, including those in our circles, believe that the Remuneration Report could also be called a fairy-tale report, a fairy-tale story hour? The Brothers Grimm would have enjoyed it? Mr. Chairman of the Board of Management, can you still calculate your Remuneration yourself, or do you need a remuneration consultant for that, as these remuneration consultants are repeatedly called upon to provide Remuneration opinions that justify Remuneration to shareholders? Their remuneration for a Remuneration opinion is GENERALLY at least around EUR 100,000!
The justification for Remuneration is vertical and horizontal!
Even during the coronavirus period, this Remuneration is inappropriate and disrespectful, especially when you grant yourself an increase in Remuneration during the coronavirus period as well!
[…]
[3] I hereby submit Motion 3,
to deny discharge to the gentlemen serving on the Board of Management and Supervisory Board
. Regarding agenda items 3 + 4,
I also request a separate vote on each member of the Board of Management and Supervisory Board.
What do you have to say about this?
[…]
Thank you in advance for your efforts and understanding!
Kind regards from […]
………………………………...
Oswald“
The shareholder, Hans Oswald, has submitted the following election proposal for agenda item 6:
Motion C – Election proposal for agenda item 6
§
Advantages of our candidate compared with a candidate from the company’s own ranks or network:
1. Flexible availability and fully objective oversight
2. Independent of economic interests, including those of other corporate groups
3. Motivation as an executive coach and mediator
4. Broad range of knowledge, as is also evident from the CV
5. Diverse international experience, not limited to the EU
6. Familiar with international (contract) law.
7. Special experience in the economic and technical environment
8. Familiar with the IT and telecommunications industry
9. Command of regulatory matters
10. Understanding of sociopolitical aspects, including in connection with corporate social responsibility
CURRICULUM VITAE
Ralf Schirrmacher
Expertise
Business consulting / Corporate Advisory; Coaching; Mediation;
Interim Management; Restructuring
Professional Experience
01/2015 – present
ad rem Unternehmensberatung GmbH
Managing Partner
07/2010 – 12/2014
Focus Asia Consult Pte. Ltd., Singapore
Managing Consultant & Partner
07/2008 – 10/2010
flyport Entwicklungs- u. Betreuungsgesellschaft mbH, Berlin
Vice President, International Business Development.
01/2008 – 12/2008
Goldman Sachs Group, Inc., Investment Mgmt. & Securities, USA
Corporate Advisor, Asset Management for the APAC region
01/2006 – 01/2008
SIEMENS USA
Director, Aviation Competence Center North America
02/1996 – 02/2006
Fraport AG and its subsidiaries,
formerly FLUGHAFEN FRANKFURT MAIN AG
Director of Consulting, AirIT International GmbH (Fraport Group)
Head of Consulting, Fraport AG, formerly Flughafen Frankfurt Main AG
Vice President, debis-FRA GmbH (joint venture between Flughafen
Frankfurt Main AG and Daimler-Benz Interservices (debis) AG, now T-Systems)
Head of Project Office, Flughafen Frankfurt Main AG
04/1994 – 12/1995
ORACLE (Switzerland) AG, Principal Consultant, Business Process Reengineering
09/1988 – 03/1994
WEIDMÜLLER Group, Germany
Coordinator, Management Information Systems
Project Management, Computer-Integrated Manufacturing Automation
12/1987 – 09/1988
ADV/Orga Tech GmbH, now GFT Technologies AG, former subsidiary of ADV/Orga AG
Consultant for Innovation Management and Technology Transfer
Education
09/1982 – 12/1987
Studied computer science and business administration at Technical University of Berlin, graduating with a Diplom-Informatiker (TU) degree
1981 - 1982
Military service
1981
General university entrance qualification (Abitur) from Mariengymnasium Jever
Language skills
German
Native language
English
Fluent in negotiations
Spanish/French/Italian
Conversational
Special expertise
Merger & Acquisitions, Exit Management
Change Management, Coaching, Mediation
Innovation management and IT
Strategic program/portfolio management
Outsourcing / Offshoring
Compliance and Corporate Governance
International contract law
Investment Banking & Asset Management
Specific roles
Internationally recognized aviation expert
Engagement Manager on behalf of consulting firms such as McKinsey, KPMG, and BCG
Lecturer on aviation topics
Lecturer in management information systems
Limited partner in various companies
Thank you in advance for your efforts !
Kind regards from the Snow White town of Lohr am Main
…………………………….
Hans Oswald“
”The shareholder, Hans Oswald, has submitted the following election proposal regarding Agenda Item 6:
Motion D – Election Proposal regarding Agenda Item 6
“Agenda Items Agenda Item 6 Resolution on the by-elections to the Supervisory Board
Election proposals by shareholders pursuant to § Section 127 AktG
Every shareholder has the right to make election proposals for the election of members of the Supervisory Board and/or auditors. (provided that these are items on the agenda)
I ask the shareholders to support my election proposal!
I propose the following candidate for election as a member of the Supervisory Board:
Prof. Dr. Anja Jetschke, Professor of Political Science
CURRICULUM VITAE
Prof. Dr. Anja Jetschke
Personal Data
Year of birth 1969
Nationality German
Independence (+)
Expertise
International relations; emerging markets; global risk assessment; policy advice
Current position and professional career
2001 – 2011 Academic Assistant, Department of Political Science, University of Freiburg
2012 – 2015 Head of Research Program at the GIGA German Institute of Global and Area Studies, Hamburg
Since April 2012 Professor of Political Science at Georg-August University
Education
1989 – 1995 Political science studies, Free University of Berlin
1995 – 2001 Doctorate in political science, European University Institute, Florence
Leadership positions
2021 – Elected member, Executive Council International Political Science Association (IPSA)
2016 – 2018 Co-Chair of the German Political Science Association
Since 2017 Co-Chair (since 2019) and Board Member, Center for Global Migration Studies, University of Göttingen
Significant additional activities
2007 – 2008 Post-Doctoral Fellow, Mershon Center for International Security Studies, Ohio State University
2017, 2018 Research Consultant, National University of Singapore, Faculty of Law
2017 Visiting Scholar, Stanford University, Asia-Pacific Research Center of the Freeman Spogli Institute for International Studies
Thank you in advance for your efforts!
Kind regards from Lohr am Main, the Snow White town
…………………………….
Hans Oswald"
The shareholder, Christoph Schöffel, has submitted the following countermotion regarding agenda item 2:
Motion E – Countermotion regarding agenda item 2
„Countermotion: "The dividend per share shall be €0.54 (rather than €0.64 as proposed)".
Rationale: Deutsche Telekom has made insufficient provisions for credits to Telekom customers. For example, if an invoice is too high, it is not canceled; instead, a credit is issued against one of the subsequent invoices. It is unclear whether adequate provisions are made for such credits. Based on a rough estimate (I have not received exact information from Deutsche Telekom), the total of all credits as of the end of calendar year 2021 could amount to approximately €500 million, i.e., distributable profit per share is reduced by €0.10 to €0.54 per share. This is intended to secure the necessary liquidity.
Incidentally, in this connection, the performance-related bonuses of members of the Board of Management and other managers should also be adjusted.“
