Counter-motions and nominations for election

Counter-motions and nominations for election to the Shareholders' Meeting of Deutsche Telekom AG on May 3, 2006 in Cologne.

After our shareholders' meeting was called, counter-motions and nominations for election were sent to the company at the address stipulated in the convocation. Insofar as the counter-motions and nominations for election submitted are to be included on the agenda, we list them here in the order they were received, including the name of the respective shareholder and any reasons given:

(Last update: April 20, 2006)

The shareholder, Prof. Dr. Kuno Rechkemmer, Stuttgart, submitted the following counter-motion relating to Item 3 on the agenda:

"Counter-motion for agenda Item: Approval of the Board of Management's actions

Motion: The actions of Dr. Eick, Member of the Board of Management, are not approved.

Reason: Deutsche Telekom is the owner of the former main post office plot in the middle of Heilbronn. This plot (4,360 m2 office and business space) has mostly been empty for years and is becoming more and more desolate. The damage for all surrounding properties is considerable. Although the Board of Management of Deutsche Telekom has been made aware of this unacceptable situation many times and asked for urgent help, nothing has been done for many years. There has now been a reaction for the first time. The property is to be rented out as before. All experts asked on the matter agree that this cannot be successful. After years of standing empty, years in which the best opportunities were passed up, a fundamental redevelopment is more necessary than ever if the complex is to be reused. This calls for investment and professional commitment, but also generates profit. Anything else will lead nowhere. Valuable time and the last available opportunities are being wasted. The losses for Deutsche Telekom and its shareholders are already enormous and must not be allowed to continue to increase. The same applies to the town of Heilbronn and, in particular, the properties surrounding this plot. As the Member of the Board of Management in charge of real estate, Dr. Eick is responsible.

Prof. Dr. Kuno Rechkemmer, c/o Initiative Allee/Titotstrasse, Heilbronn"

The shareholder Andreas Pothe, Hameln, submitted the following counter-motion relating to Item 3 on the agenda:

"Dear Sir or Madam,

Enclosed please find my counter-motion to the shareholders' meeting of Deutsche Telekom AG on May 3, 2006:

Counter-motion on Item 3 of the agenda: Approval of the Board of Management's actions

I hereby put forward the motion that the actions of the members of the Board of Management not be approved.

Reason: Evidently, Deutsche Telekom AG provides its customers with substandard services, a fact caused either consciously or unconsciously by the Board of Management that has left customers unsatisfied with the services of Deutsche Telekom AG and its subsidiaries. This could cause enormous damage to the image of the company, which will have a negative impact on income and consequently dividend payments and the development of the share price.

In addition, it is doubtful whether Deutsche Telekom AG adheres to the applicable provisions of the Federal Data Protection Act. In at least one case, a letter in which Deutsche Telekom AG was asked to pay out a credit balance, was answered by T-Online International AG (!) indicating that the credit balance had been transferred and settled by Deutsche Telekom. Apart from the fact that it is questionable in terms of data protection law that the answer did not come from the company addressed, the customer was referred to Deutsche Telekom (although the customer wrote to Deutsche Telekom) and is still waiting for payment or settlement of the balance credit. This is a good example of the chaos that reigns within the Deutsche Telekom Group and for which the Board of Management is accountable, especially considering that the staff cuts planned will probably compound the bottlenecks in customer care. Therefore, the actions of the Board of Management are not to be approved.

Yours sincerely,

Andreas Pothe"

The shareholder, Dr. Lothar Knippert, Jever, submitted the following nomination for election relating to Item 18 on the agenda:

Motion A

"Counter-motion on the nomination of a member to be elected to the Supervisory Board; specifically: Counter-motion against Prof. Dr. Wulf von Schimmelmann, Bad Homburg (Item 18 on the proposed agenda)

Nomination of Dr. jur. Lothar Knippert, Jever, former Oberkreisdirektor, born in Aurich on Dec. 16, 1943.

Dr. Knippert has many years of experience as an ex-manager in responsible positions within the administration of a town and a county in Lower Saxony. As part of these positions, he was a member in associations as well as various supervisory and administrative boards of local government and similar business enterprises. Dr. Knippert abandoned the aforementioned functions when resigning office.

Today, Dr. Knippert is deputy chairman of a major welfare organization (Arbeiterwohlfahrt Weser-Ems e.V. seated in Oldenburg i.O.). As such, he is a member of the three-person executive committee of said organization including its divisions/subsidiaries. In addition, Dr. Knippert represents AWO Weser-Ems as a member of the executive board of the Employers' Association in Oldenburg and at the general assembly of members of Deutsche Rentenversicherung Oldenburg-Bremen. The latter are honorary functions.

Dr. Knippert is not a member of any other supervisory bodies to be established by law and is therefore free from any considerations for third parties. As he is not engaged in any time-consuming functions at or for other companies. Dr. Knippert can fully concentrate his resources on the work as a member of the Supervisory Board of Deutsche Telekom AG.

( Dr. Knippert )"

The shareholder, Josef Asten jr., Ismaning, submitted the following counter-motion relating to Items 16, 17, 18, 19, 20 on the agenda:

"Dear Sir or Madam,

Items 16, 17, 18, 19, 20 on the agenda - Elections to the Supervisory Board

1. Several of the persons listed above (Matthäus-Meir, Döpfner, von Schimmelmann, von Grünberg, Walter) should be rejected as candidates for election to the Supervisory Board.

Reason: The tasks of a Supervisory Board are of the utmost importance, which is why, with a company of this size, it is absolutely essential that a Supervisory Board member be able to prepare for his/her task for every meeting.

In my opinion this precondition is not fulfilled if a member of the Supervisory Board exercises more than 2 similar functions in other corporations. In addition, the candidates usually have one or several management functions in another company to which they devote most of their working time, energy and attention. Accordingly, only candidates who meet the conditions specified in the second paragraph of this counter-motion should be nominated and elected.

Yours faithfully,

Josef Asten jr."

The shareholder, Wolfgang Dutsch, Quickborn, submitted the following counter-motion relating to Item 18 on the agenda:

"Subject: Item 18 on the agenda, Election of a Supervisory Board member

I do not agree with the proposal to elect Professor Dr. v. Schimmelmann to the Supervisory Board.

Reason: Prof. Dr. v. Schimmelmann has so many seats on so many Supervisory Boards and comparable bodies that a 100 percent commitment to the Supervisory Board of Deutsche Telekom is not possible.

Wolfgang Dutsch"

The shareholder, Christina Bolte, Munich, proposed the following counter-motions relating to Items 3, 4, 9, 10, 11 and 12 on the agenda:

"Dear Sir or Madam,

As a shareholder of your company, I hereby propose the following counter-motions on Items 3, 4, 9, 10, 11 and 12 on the agenda for the Deutsche Telekom AG shareholders' meeting on May 3, 2006:

Control and profit and loss transfer agreements shall not be entered into with the companies

- Caspar Telekommunikationsdienste GmbH (Item 10),

- Melchior Telekommunikationsdienste GmbH (Item 11) and

- Balthasar Telekommunikationsdienste GmbH (Item 12).

Reason: The financial situation of the three companies - as far as can be seen from the documents relating to the annual financial statements as presented - along with the profit expectations resulting from the business purpose are more than dubious to the reader with a grounding in business administration.

Furthermore, the relatively low total assets of the companies, each in the region of the minimum amount permissible for a GmbH limited liability company (25,000 euros), do not justify the organizational effort and financial expense of drafting, notarizing and executing the agreements on the one hand, nor do the profit expectations presented above justify the organizational effort and financial expense of actually implementing the profit and loss transfer.

A control and profit and loss transfer agreement shall not be entered into with the company SCS Personalberatung GmbH (Item 9).

The financial situation of the company - as far as can be seen from the documents relating to the annual financial statements as presented - along with the profit expectations resulting from the business purpose are also more than dubious. The loss posted for 2005, which would be borne 100 percent by Deutsche Telekom AG, together with the future profit expectations would make even worse Deutsche Telekom AG's already sluggish results.

Consequently, I hereby propose that approval for the actions of the Board of Management and Supervisory Board (Items 3 and 4) should be refused.

Reason: In my view, a Board of Management that takes the money of the company with which it has been entrusted and throws it around as described above, and at the same time tries to hide or compensate for this poor state of affairs with staff cuts at the expense of the state and the tax payer, cannot be said to have much, if any, financial or social sense of responsibility.

At the same time, it can be assumed that the behavior shown by employees in contact with the customer is exemplified, encouraged or at least condoned by the Board of Management. Contact with employees at the customer interface gives the impression that not everyone is aware of the fact that there are other competitive, customer and service-oriented providers in the German telecommunications market.

The same applies for a Supervisory Board that condones such behavior.

Yours sincerely,

Christina Bolte

81673 München"

The shareholder, Monika Zaspel, Prohn, submitted the following nomination for election relating to Item 20 on the agenda:

Motion C

"Counter-motion to the proposal for the election of a member of the Supervisory Board: Counter-motion against Mr. Bernhard Walter, Bad Homburg (Item 20 on the proposed agenda)

Dear Sir or Madam,

I do not agree with the proposal to elect Mr. Bernhard Walter to the Supervisory Board.

Reason: Mr. Bernhard Walter is a member of several supervisory boards and boards of management, meaning that it not possible for him to make a 100% commitment to the Supervisory Board of Deutsche Telekom. Furthermore, as former Chairman of the Board of Management, Mr. Walter led Dresdner Bank into unnecessary difficulties.

Mr. Rolf Zaspel, Prohn, born in Nobitz on July 7, 1949, is proposed for election. As a shareholder, Mr. Rolf Zaspel has always actively followed the ins and outs of the development of the T-Share. As honorary chief financial officer on management boards he has also accumulated a wealth of in-depth knowledge. It would also be beneficial to Deutsche Telekom's image to elect a private investor to the Supervisory Board as a shareholders' representative.

Mr. Zaspel is not member of any other supervisory bodies to be established by law and is therefore free from any considerations for third parties. As he is not engaged in any time-consuming functions at or for other companies, Mr. Zaspel can fully concentrate his resources on the work as a member of the Supervisory Board of Deutsche Telekom AG.

Yours sincerely,

Monika Zaspel"

The shareholder, Jürgen Heil, Neuhof, submitted the following counter-motion relating to Item 3 on the agenda:

"Item 3 on the agenda (Approval of the Board of Management's actions): The actions of the Board of Management are not approved.

Reason: The actions of the Board of Management should not be approved due to its anti-employment and unsuccessful capital market policies (Item 3). The Board of Management has planned and approved the cutting of 32,000 jobs. Despite these and other capital market-oriented measures, the share price in the DAX and EuroStoxx is hobbling along well behind those of other telecommunications companies. This underperformance of the T-Share has to be attributed, at least in part, to inappropriate management. In addition, customers are turning their back on Telekom in Germany in their masses. This is partly due to the fact that the company is no longer able to set itself apart from its competitors in terms of quality, customer satisfaction, speed and reliability. Sooner or later, quality is suffering as a result of the job cuts. If a third of the call centers are to be closed, one can only fear that the service for the customer will suffer. The maxim set out for the mobile communications operations "Save for Growth" also reflects the blinkered view of the Group's management and the ignorance of established laws of economics: You have to invest if you want to sustainable growth!

I ask the shareholders to vote for this counter-motion."

The shareholders, Marie-Luise and Günter Emmerich, Magdeburg, submitted the following nomination for election relating to Item 18 on the agenda:

Motion D

"Re: Shareholders' meeting of Deutsche Telekom on May 3, 2006 in Cologne

Item 18 on the agenda, Election of a Supervisory Board member

We hereby register our objection to the election of Prof. Dr. Wulf von Schimmelmann as a member of the Supervisory Board. In view of his activities as Chairman of the Board of Management of Deutsche Post AG and his many other commitments listed under item 18 on the agenda in accordance with § 125 (1) sentence 3 of the German Stock Corporation Act (AktG), one can assume that performance of the tasks required of a member of the Supervisory Board cannot be guaranteed.

This proposal for election should be rejected for this reason.

The documents provided show that a balance on the Deutsche Telekom Supervisory Board of 10 shareholders' representatives and 10 employees' representatives is to be achieved.

Unfortunately, on the shareholder side, small investors are not represented in any way. For this reason, we propose the following amendment to Item 18.

18. Election of a Supervisory Board member.

Dr. s.c. techn. Dieter Hundt's term of office ends with effect from the end of the shareholders' meeting on May 3, 2006. Dipl. Ing. Günter Emmerich is to be elected to succeed Dr. s.c. techn. Dieter Hundt as a member of the Supervisory Board.

We therefore propose: that Dipl. Ing. Günter Emmerich, Magdeburg, self-employed, be elected to the Supervisory Board as a shareholder representative for the period up to the end of the shareholders' meeting that passes a resolution on the approval of the Supervisory Board's actions for the 2010 financial year.

Details on item 18 in accordance with § 125 (1) sentence 3 AktG:

Dipl. Ing. Günter Emmerich is not member of any Supervisory Board that must be formed by law or of comparable domestic or foreign supervisory bodies of commercial entities.

Marie - Luise Emmerich

Günter Emmerich"

The shareholder, Maria Apostolatos, Ingolstadt, submitted the following counter-motion relating to Item 18 on the agenda:

"Re: Shareholders' meeting on May 3, 2006

Item 18 on the agenda, Election of a Supervisory Board member

I do not agree with the proposal to elect Professor Dr. Wulf von Schimmelmann to the Supervisory Board and I encourage other shareholders to join me.

Reason: As a Member of the Board of Management of Postbank AG, responsible for financial services, Prof. Dr. von Schimmelmann's responsibilities include Postbank's private customers. There are serious problems in this area.

A simple notification of a change to a fixed amount to be transferred on a regular basis leads, for example, to the transfer of incorrect amounts and reports of these errors by telephone being ignored, transfers are made to a bank with which the intended recipient does not even have an account, but Postbank cannot recall the misdirected transfer.

Postbank's customers are left to discover these mistakes and incorrect postings themselves at some later stage. The customer is the one with all the trouble and can sort out for himself how to get his money back.

Postbank's response: not our fault!

If Postbank employees, on their own authority - without the knowledge, order or approval or the account holder - delete a valid transfer order and set up a new one, this shows that they have free reign over the accounts of Postbank customers, without any monitoring on the part of Postbank - with all the consequences this may entail. According to one of the many (ir)responsible clerks, it is generally not possible to track who set up these transactions.

Postbank's response: No problem here.

Detailed letters on this matter addressed to Prof. Dr. von Schimmelmann personally remain unanswered.

The written responses finally drafted by Post employees concerning this situation deviate considerably from the truth of the matters, in some cases even containing lies.

Due to this unacceptable situation at Postbank, I am unable to identify a responsible fulfillment of duties on the part of the Board of Management of Postbank and must therefore assume that this will not be any different at Deutsche Telekom. I cannot therefore agree with the election of Prof. Dr. von Schimmelmann to the Supervisory Board of Deutsche Telekom.

Maria Apostolatos"

The Shareholder, Werner Krah, Fulda, submitted the following conter-motion relating to Item 4 on the agenda:

Motion E

"Counter-motion on item 4 on the agenda:

(Resolution on the approval of the actions of the members of the Supervisory Board).

The actions of the individual members of the Supervisory Board shall be approved individually in accordance with § 120 (1) of the German Stock Corporation Act. The actions of the members representing the shareholding bank on the Supervisory Board shall not be approved.

Reason: The Supervisory Board did not fulfill its task of acting to the benefit of the company, because the workforce reduction planned by the Board of Management and approved by the Supervisory Board will continue to drive increasing numbers of existing customers to competitors. This being so, the Supervisory Board also failed in its role of checking the actions of the Board of Management. The downsizing policy will damage the company and, as a result, burden the future development of the T-Share price in the medium and long term. The capital market has already expressed this opinion in the form of a stagnation of the T-Share price. The share price is clearly behind the trend that can be observed at other European global players in the industry. In this context, the Supervisory Board is also responsible for the misguided policies of the Board of Management. With regard to the workforce reduction in particular, the members of the Supervisory Board representing the shareholders, including those representing the Federal Republic of Germany, support the decision of the Board of Management. The actions of the members representing the shareholders on the Supervisory Board, above all the actions of the Chairman and of those members representing the Federal Republic of Germany, should not be approved."

The shareholder, Jürgen Heil, Neuhof, submitted the following counter-motion relating to Item 2 on the agenda:

Motion F

"Item 2 on the agenda (Resolution on the appropriation of net income):

It is hereby proposed that the dividend payment should be left at the prior-year level of € 0.62, instead of the planned increase to € 0.72.

Reason: While the dividend is to be increased by 16% in comparison with the prior year, revenue in the 2005 financial year increased by just under 4% year-on-year. Thus, the profit also results from cuts and savings. It is therefore clear that the record profit of € 4.7 billion was not only generated by but also at the expense of the employees of the Group. The Board of Management justifies the planned job cuts as maintaining the company's earnings power.

In order to cushion the forthcoming changes in the employment structure, the capital of € 0.1 per share not paid out as a dividend and therefore remaining in the Group (total approx. € 417 million) should be used for measures to improve the future prospects by strengthening the labor factor.

I ask the shareholders' meeting to propose the following to the Board of Management and the Supervisory Board: The differential amount attributable to the dividend not paid out should be retained within the company and used exclusively for qualification and further training measures for those employees threatened by the job cutting program. The Board of Management could report on the use of the retained dividend funds in its annual 2006/2007 Human Resources and Sustainability Report."

The shareholder, Werner Krah, Fulda, submitted the following counter-motion relating to Item 2 on the agenda:

Motion G

"Counter-motion on item 2 on the agenda:

(Resolution on the appropriation of net income)

It is hereby proposed that the dividend payment should be reduced by half of the prior-year level of EUR 0.62 to EUR 0.31, instead of the planned increase to € 0.72.

Reason: While the dividend is to be increased by 16% in comparison with the prior year, revenue in the 2005 financial year increased by just under 4% year-on-year. It is clear that the record profit of € 4.7 billion was not only generated by but also at the expense of the employees of the Group. The Board of Management justifies the planned job cuts as maintaining the company's earnings power. In order to cushion the forthcoming changes in the employment structure, the capital retained within the Group attributable to the differential amount of EUR 0.31 per share should be used to finance a commitment to employ all trainees who have completed their training to improve the future prospects of the company. The Board of Management reports on the use of the retained dividend funds in its annual 2006/2007 Human Resources and Sustainability Report."

The shareholder, Helmut Briesemeister, Löwenberger Land, submitted the following counter-motion relating to Item 3 on the agenda:

"Item 3 on the agenda (Approval of the Board of Management's actions): The actions of the Board of Management are not approved.

Reason: The actions of the Board of Management should not be approved due to its anti-employment and unsuccessful capital market policies (item 3). The Board of Management has planned and approved the cutting of 32,000 jobs. Despite these and other capital market-oriented measures, the share price in the DAX and EuroStoxx is hobbling along well behind those of other telecommunications companies. This underperformance of the T-Share has to be attributed, at least in part, to inappropriate management. In addition, customers are turning their back on Telekom in Germany in their masses. This is partly due to the fact that the company is no longer able to set itself apart from its competitors in terms of quality, customer satisfaction, speed and reliability. Sooner or later, quality is suffering as a result of the job cuts. If a third of the call centers are to be closed, one can only fear that the service for the customer will suffer. The maxim set out for the mobile communications operations "Save for Growth" also reflects the blinkered view of the Group's management and the ignorance of established laws of economics: You have to invest if you want to sustain growth!"