On March 1, 2022, the invitation to the Annual General Meeting, including the agenda and management’s proposed resolutions, was published in the Federal Gazette. In accordance with Sections §§ 126 and 127 of the German Stock Corporation Act (AktG), we are publishing below any counter-motions and election proposals relating to items on the agenda of the 2022 Annual General Meeting that must be made accessible, including the name of the shareholder submitting the motion or proposal and, if applicable, their supporting statement. Shareholder proposals for the election of Supervisory Board members also include the information required by Section § 127 sentence 4 AktG.
The counter-motions, election proposals, and any supporting statements reflect the views as communicated to us by their respective authors. Any factual assertions are published online exactly as received and without verification by us, provided they are required to be made accessible.
You can support counter-motions that are solely aimed at rejecting the management proposal by voting 'No' on the relevant agenda items—either in the password-protected online portal (at www.telekom.com/hv-service) or using the absentee voting forms or proxy and instruction forms provided by the company. You can cast your 'No' vote directly or instruct your proxy, including the company-appointed voting representatives, to vote 'No' on your behalf.
Counter-motions that do not simply seek to reject the management's proposal, but instead propose alternative resolutions, as well as election proposals, are identified below by letters. You will find these letters in the password-protected online portal (at www.telekom.com/hv-service) and on the absentee voting forms or proxy and instruction forms provided by the company. If you wish to cast absentee votes or issue instructions to the company-appointed proxies in the event that these letter-coded counter-motions or election proposals are put to a vote at the Annual General Meeting, please check or click the box next to the corresponding letter that matches your voting preference.
If you wish to grant not only proxy but also specific voting instructions on letter-coded counter-motions or election proposals to an intermediary, a shareholders’ association, a proxy advisor as defined in § Section 134a (1) No. 3, (2) No. 3 of the German Stock Corporation Act (AktG), or a person equivalent to these under § Section 135 (8) AktG, please first check not only whether and under what conditions they are willing to represent you, but also, if applicable, to what extent they are prepared to exercise your voting rights in connection with these counter-motions or election proposals.
The chairperson’s right to call a vote on the management’s proposals first remains unaffected. If the management’s proposals are adopted by the required majority, any counter-motions or alternative election proposals on the same subject are no longer relevant.
If you have any questions about the Annual General Meeting, please contact us by
You can reach us by email at hv-service@telekom.de or by calling the AGM hotline at 0228 181-55770, Monday to Friday (excluding public holidays) between 8:00 a.m. and 6:00 p.m.
Last updated: 03/24/2022
Shareholder Manfred Hempfling has submitted the following counter-motion regarding agenda item 6a:
'Counter-motion to agenda item 6 letter a – Election of Dr. Frank Happel to the Supervisory Board
Dear fellow shareholders,
As owners of Deutsche Telekom AG, we are being presented with Dr. Happel as a candidate to represent our interests. In my view, he is entirely unsuited for this position.
Dr. Happel currently serves as CEO of Deutsche Post, which means he bears overall responsibility for the company. In recent years, Deutsche Post has mainly drawn attention for repeatedly raising postage rates, while at the same time openly considering cutting back on letter delivery services—such as eliminating delivery on certain days, as reported in the media. A manager who only makes things more expensive and less effective is not the right fit for Telekom.
Dr. Happel is ultimately responsible for customer service—have you ever tried to contact Deutsche Post or DHL? Even finding a way to get in touch is a real challenge, and if you do manage to reach someone, you can count yourself lucky if the person on the phone even understands your request. Is this the kind of service we want for Telekom?
Dr. Happel has also systematically reduced the branch network of Deutsche Post; today, you’ll mostly find the company only under the roof of Postbank or at private postal agencies. Is this really how we want our Telekom to present itself to its customers?
And so on …
A side note: Dr. Happel is still serving as CEO of Deutsche Post. We have no need for a supervisory board chair who is just winding down their career, nor for someone who is being eased into retirement here.
For these reasons, I formally request that Dr. Happel not be elected to the Supervisory Board of Deutsche Telekom AG. I am deliberately not proposing an alternative candidate, as this is not about restricting or harming the interests of other shareholders, but solely about preventing the election of someone who does not represent the interests of all shareholders. I call on institutional investors to support this position or at least abstain from voting. I would like to thank the outgoing Supervisory Board Chair, Mr. Lehner, for his service. However, for the reasons stated, I cannot support his proposed successor.
Manfred Hempfling
The Association of Critical Shareholders has submitted the following counter-motions regarding agenda items 3 and 4:
The Association of Critical Shareholders has submitted the following counter-motions regarding agenda items 3 and 4
On agenda item 3: Resolution on the discharge of the members of the Management Board
The Association of Critical Shareholders proposes that the Management Board not be granted discharge.
Reasoning:
The Management Board of Deutsche Telekom AG lacks credibility on climate action. While the Board has announced ambitious climate targets, it does not disclose what steps will actually be taken to achieve them.
The Board also recognizes that simply switching to green electricity is not enough to achieve the goals of the Paris Climate Agreement. Deutsche Telekom’s business activities impact climate change primarily through upstream and downstream emissions in the value chain (Scope 3). These account for 85 percent of the company’s emissions for which Deutsche Telekom is responsible. While the Board aims to make Deutsche Telekom climate-neutral by 2040, it provides insufficient information on the specific measures that will be taken to achieve this reduction in emissions.
Deutsche Telekom does not perform well in the latest Corporate Climate Responsibility Monitor 2022 by the NewClimate Institute and Carbon Market Watch, ranking poorly compared to 24 other large companies. The company’s limited statements on climate protection measures are not convincing. Deutsche Telekom could make a stronger contribution to decarbonizing the electricity grid and stake 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).
Agenda Item 4: Resolution on the discharge of the Supervisory Board members
The Association of Critical Shareholders submits a motion to deny discharge to the members of the Supervisory Board.
Reasoning:
The Supervisory Board has not sufficiently fulfilled its responsibility to oversee and monitor the Management Board. Telekom subsidiary T-Systems in South Africa faces allegations of corruption
Corruption accusations against T-Systems South Africa undermine the Bonn-based company's stated 'commitment to fighting corruption': 'Deutsche Telekom rejects all forms of corruption and places a strong focus on measures to prevent it.' Deutsche Telekom's Compliance Risk Assessment appears to have failed across the board: 'To proactively prevent misconduct, we conduct an annual Compliance Risk Assessment. In this process, we review potential misconduct within our national and international subsidiaries and implement targeted actions to reduce possible risks and proactively avoid compliance violations. Combating corruption is a key focus.'
T-Systems, the IT subsidiary of Deutsche Telekom, may have significantly benefited from the corruption system of former President Jacob Zuma. This was reported by Wirtschaftswoche under the headline 'Höttges' Africa Problem' in its issue dated 12/15/2021.
The South African subsidiary of DTAG faces 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 convinced that the commission will publicly name T-Systems as a beneficiary of corruption under President Zuma.
In 2009, major IT contracts with the South African state-owned companies Eskom (energy supply) and Transnet (operator of railways, ports, and pipelines) reportedly only came about because T-Systems maintained close ties with the Indian Gupta business family. According to Wirtschaftswoche, 'They were close friends with President Zuma, controlled state institutions, and thus influenced key decisions.' Thanks to these connections with the Guptas, South African state-owned companies may have paid T-Systems the equivalent of nearly 700 million euros, according to investigations by anti-corruption activist Paul Holden.
Paul Holden made these allegations public as early as June 27, 2021, in an article in the South African daily newspaper 'Daily Maverick': '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.'
In South Africa, the criminal system of taking over the state is known as 'State Capture.' This scandal triggered a national crisis. President Jacob Zuma was forced to resign and sentenced to 15 months in prison because he refused to testify about corruption cases during his term from 2009 to 2018.
'During Jacob Zuma’s ten-year presidency, South Africa’s fragile democracy was undermined and corrupted by a range of criminal actors. Most notably, the Gupta family used their influence and financial resources to take control of key state-owned enterprises and institutions, diverting scarce public funds into their own and others’ pockets.'
If the corruption allegations are proven true, Deutsche Telekom will have been complicit in the criminal takeover of the Republic of South Africa. The shareholders would also bear responsibility: the German government with 13.8 percent and its development bank KfW with 16.6 percent.'
Shareholder Wilm Diedrich Mueller has submitted the following counter-motion to agenda item 2:
Motion A – Counter-motion to agenda item 2
'Countermotion to agenda item number two of the invitation to the Annual General Meeting of the aforementioned company Deutsche
Shareholders, I hereby propose that, contrary to the proposal in the above-mentioned invitation, the dividend should not be distributed in euros. Instead, the amount available for distribution should be used to purchase exactly one share of the aforementioned company Reederei via the above-mentioned Berlin stock exchange, and this single share should then be raffled among all shareholders of the aforementioned company Deutsche.
I justify this countermotion by stating that, by submitting this request, I am already indicating that the importance I assign to motions I submit at general meetings of stock corporations will decrease as the distance between the registered office of the respective stock corporation and the registered office of the aforementioned company Reederei increases.
I kindly request the publication of this countermotion letter.
The aforementioned gentleman.'
Shareholder Wilm Diedrich Mueller has submitted the following counter-motions regarding agenda items 3 and 4:
Shareholder Wilm Diedrich Mueller has submitted the following counter-motions regarding agenda items 3 and 4:
"I hereby move that no member of the Board of Management be granted discharge for the 2021 financial year.
I support this counter-motion by stating that no in-person Annual General Meeting was held in that same 2021 financial year.
I request publication.
The above-named individual"
Counter-motion regarding agenda item number four of the invitation to the Annual General Meeting of the aforementioned company, Deutsche Telekom.
I hereby submit a motion that no member of the Supervisory Board of the aforementioned company, Deutsche Telekom, be granted discharge for the 2021 financial year.
The reason for this counter-motion is that, in the same financial year 2021, Deutsche Telekom failed to ensure that the aforementioned company, Deutsche Bahn, put an end once and for all to the sexism evident in announcements on their trains and at their stations, such as: 'Ladies and gentlemen...', which clearly favors female over male persons.
I request that this serious counter-motion letter be published without delay.
The above-named gentleman“
Shareholder Wilm Diedrich Mueller has submitted the following election proposal for agenda item 6:
Motion B – Nomination for Agenda Item 6
'Nomination for agenda item number six of the invitation to the Annual General Meeting of the aforementioned company Deutsche
Ladies and gentlemen, I hereby propose myself as a candidate for election to the Supervisory Board of the aforementioned company Deutsche.
I believe I am particularly well suited for a position on the Supervisory Board of the same company Deutsche, as I am, in my own conviction, exceptionally skilled in the art of greeting people.
-
A brief overview of my background: I first saw the light of day in March 1956 and completed my commercial apprenticeship in 1975/76 in Neuenburg an der Bullenmeersbäke, an artists' village to the west of the Jadebusen. I am also the proud parent of five grown children.
By profession, I am the managing director of a company.
I kindly request the publication of this sincere
nomination.
The aforementioned gentleman.'
Shareholder Hans Oswald has submitted the following counter-motions regarding agenda items 3 and 4:
“[…]
I ask all shareholders to support my motions!
We will also submit these motions as questions during the Q&A session at the AGM on 04/07/2022. Please consider and answer them as questions as well!
Many shareholders in our circle believe that the compensation report could just as well be called a fairy tale or a storytelling hour. Wouldn't the Brothers Grimm enjoy it? Mr. CEO, are you still able to calculate your own compensation, or do you need a compensation consultant—just as these consultants are regularly brought in to justify executive pay to shareholders? Their fee for a compensation report typically starts at around €100,000!
Justification for compensation is provided both vertically and horizontally!
Even during the pandemic, these levels of compensation are inappropriate and show a lack of respect—especially when executive pay is increased during such times!
[…]
[3] I hereby submit Motion 3,
requesting that the members of the Management Board and Supervisory Board
be denied discharge. Regarding agenda items 3 and 4,
I also request that each member of the Management Board and Supervisory Board be voted on individually.
What is your response to this?
[…]
Thank you in advance for your efforts and your understanding!
Best regards from […]
………………………………...
Oswald“
Shareholder Hans Oswald has submitted the following nomination proposal for agenda item 6:
Motion C – Nomination Proposal for Agenda Item 6
‘Agenda Item 6: Resolution on the By-Elections to the Supervisory Board’
Nomination proposals by shareholders in accordance with § Section 127 of the German Stock Corporation Act (AktG)
Each shareholder has the right to submit nominations for the election of members of the Supervisory Board and/or auditors, provided these are on the agenda.
I kindly ask the shareholders to support my nomination proposal!
I nominate the following candidate for election to the Supervisory Board:
Ralf Schirrmacher – Management Consultant – active internationally
Advantages of our candidate compared to a candidate from within your own company or network:
1. Flexible availability, fully objective oversight
2. Independent of economic interests, including those of other corporations
3. Motivated as an executive coach and mediator
4. Broad knowledge base, as demonstrated by their background
5. Extensive international experience, not limited to the EU
6. Familiar with international (contract) law.
7. Specialized experience in economic and technical environments
8. In-depth knowledge of the IT and telecommunications industry
9. Expertise in regulatory matters
10. Understanding of social and political aspects, including corporate social responsibility
CURRICULUM VITAE
Ralf Schirrmacher
Expertise
Corporate advisory; coaching; mediation;
Interim management; restructuring
Professional career
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 Business Development International.
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 subsidiaries,
formerly FLUGHAFEN FRANKFURT MAIN AG
Director Consulting, AirIT International GmbH (Fraport Group)
Head of Consulting, Fraport AG, formerly Flughafen Frankfurt Main AG
Vice President, debis-FRA GmbH (a 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 for Business Process Reengineering
09/1988 – 03/1994
WEIDMÜLLER Group, Germany
Coordinator for Management Information Systems
Project Lead for Computer-Integrated Factory Automation
12/1987 – 09/1988
ADV/Orga Tech GmbH, now GFT Technologies AG, formerly a subsidiary of ADV/Orga AG
Consultant for Innovation Management and Technology Transfer
Education
09/1982 – 12/1987
Studied Computer Science and Business Administration at Technische Universität Berlin, graduated as Diplom-Informatiker (TU)
1981 - 1982
Military service
1981
General university entrance qualification (Abitur) at Mariengymnasium Jever
Language skills
German
Native language
English
Business fluent
Spanish/French/Italian
Conversational
Key areas of expertise
Merger & Acquisitions, Exit Management
Change Management, Coaching, Mediation
Innovation management and IT
Strategic program and portfolio management
Outsourcing / Offshoring
Compliance and Corporate Governance
International contract law
Investment Banking & Asset Management
Specific Functions
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 very much in advance for your efforts!
With kind regards from the Snow White city of Lohr am Main
…………………………….
Hans Oswald
Shareholder Hans Oswald has submitted the following nomination for agenda item 6:
Proposal D – Nomination for agenda item 6
‘Agenda item 6: Resolution on the by-elections to the Supervisory Board’
Nominations by shareholders in accordance with § Section 127 of the German Stock Corporation Act (AktG)
Every shareholder has the right to propose candidates for election to the Supervisory Board and/or for appointment as auditor, provided these are items on the agenda.
I kindly ask all shareholders to support my nomination!
I nominate the following candidate for election to the Supervisory Board:
Prof. Dr. Anja Jetschke, Professor of Political Science
CURRICULUM VITAE
Prof. Dr. Anja Jetschke
Personal details
Year of birth 1969
Nationality German
Independence (+)
Expertise
International relations; emerging markets; global risk assessment; policy consulting
Current Position and Professional Background
2001 – 2011 Assistant Lecturer, Department of Political Science, University of Freiburg
2012 – 2015 Head of Research Focus at the GIGA German Institute of Global and Area Studies, Hamburg
Since April 2012 Professor of Political Science at Georg-August-Universität
Education
1989 – 1995 Studied Political Science, Freie Universität 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 Association for Political Science
Since 2017 Co-Chair (since 2019) and Board Member, Center for Global Migration Studies, University of Göttingen
Key Secondary 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 very much in advance for your efforts!
With kind regards from the Snow White town of Lohr am Main
…………………………….
Hans Oswald“
Shareholder Christoph Schöffel has submitted the following counter-motion to agenda item 2:
Motion E – Counter-motion to agenda item 2
"Counter-motion: 'The dividend per share shall be €0.54 (instead of €0.64 as proposed).'
Reasoning: Deutsche Telekom makes insufficient provisions for credits issued to Telekom customers. For example, if a bill is too high, it is not canceled but credited to a subsequent invoice. It is unclear whether adequate provisions are made for such credits. Based on a rough estimate (I have not received precise figures from Deutsche Telekom), the total amount of all credits could be around €500 million by the end of the 2021 calendar year. This would reduce the distributable profit per share by 10 cents to 54 cents per share. This approach is intended to ensure the necessary liquidity.
In this context, the performance-related bonuses of the Management Board members and other managers should also be adjusted."
