We would like to announce the following counter-motions regarding the Annual General Meeting of Deutsche Post AG. Unless their objective is only to reject management's proposal, the counter-motions are designated with letters in order to facilitate proxy voting. You can support those counter-motions which are not designated by letters, by voting against the corresponding agenda item. The counter-motions can only be voted on if they are also raised at the Annual General Meeting.
A From shareholder Achim Müller
Tel.: 02205 - 4094
Deutsche Post AG
Motion for the 2009 Annual General Meeting
I hereby petition to declare a dividend of €1.10 per share at the Annual General Meeting.
Statement of reasons:
Considering the enormous loss in the share price, the shareholders have already lost enough money. The share price has dropped by more than half. Shareholder dissatisfaction would be reduced by an increase in the dividend. Moreover, the surplus allows for it.
If necessary, I can explain the details at the Annual General Meeting.
Please consider this motion.
B From shareholder Gert-Wolfhard von Rymon Lipinski
As a shareholder in your company (shareholder no. 02003070989), I make the following motion for the upcoming Annual General Meeting. Please publish the following:
With regard to agenda item 3, I motion to vote on the approval of the actions of each member of the Board of Management individually.
Statement of reasons: By voting on the approval of the actions of each member of the Board of Management individually, the shareholders will have the opportunity to refuse to approve the actions of those Board members who preside over business units that are not in good order and where unsolved problems have existed for years and have been continuously worsening.
Prof. Dr. Gert-Wolfhard von Rymon Lipinski
From shareholder Bärbel Ullrich, Stiller Winkel 5, 70563 Stuttgart, Germany
Stuttgart, March 28, 2009
Counter-motion to the Shareholder's Meeting on April 21, 2009
I would like to submit the following counter-motion to items 2, 3 and 4 on the agenda.
Agenda item 2: The net earnings from 2008 should not be distributed to shareholders in the form of dividends as this profit was not produced by either the shareholders, the Board of Management or the Supervisory Board, but solely by the employees in the post offices, parcel and mail sorting centers and in the other departments of Deutsche Post. The net earnings should therefore benefit the employees in the form of promotions and investments in new, permanent positions so that the employees also feel that their work is recognized and valued. Are employees merely counted as cost factors so that as many jobs as possible can be cut? Are employees valued as human beings at all, or is their sole purpose to help achieve the highest possible Group profit or the highest possible share returns on the stock exchange?
In addition, investments should be made in better workplace technology. Deutsche Post should also invest part of the profit in heat insulation in its buildings and in more environmentally-friendly heating systems.
Agenda items 3 and 4: As neither the Board of Management nor the Supervisory Board have done their homework by any means, the actions of these two bodies cannot be approved either.
From shareholder Horst Maiwald, Rosenweg 10, 35423 Lich, Germany
31 March 2009
Refusal to approve the actions of the members of the Board of Management and the Supervisory Board
I motion that the actions of the members of the Board of Management and the Supervisory Board not be approved.
Deutsche Post AG has incurred a loss due to the unnecessary, highly risky and senseless entry into the American market; the Board of Management and Supervisory Board - as the controlling bodies - are responsible. For this reason as well as the size of the loss, the actions of the Board of Management and the Supervisory Board cannot be approved.
From shareholder Mario Bruns, 53113 Bonn
MBA, Diplom-Betriebswirt (FH)
Certified Corporate Treasurer VDT
April 1, 2009
Counter-motions - 2009 Annual General Meeting of Deutsche Post AG
As a shareholder of the company, I make the following counter-motions to the agenda.
Unconditional counter-motion to agenda item 5
I motion to replace the auditing company without delay, beginning with fiscal year 2009, and, with effect for the future, to replace the auditing company who serves as the auditor of the Company and the Group as well as the auditor for the audit review of the Group's condensed financial statements and interim management reports no later than every three years. The auditors who will not be appointed again for the next audits will be thanked for their services.
Statement of reasons: The auditing company for fiscal year 2008, which the Board is recommending for the 2009 audits has audited the company continuously since 1999. This commercially convenient solution that has been in place is not in the interest of shareholders, especially for international companies with extensive investment portfolios. Three successive years of auditing is sufficiently long. Continuity and efficiency are not the primary goals of a financial statement audit. By routinely replacing the external auditing company, the audits - incorporating new perspectives and emphases - will be more informative and thereby provide the Supervisory Board and the Annual General Meeting with better and more secure information and thus provide a better and more secure basis on which to make decisions. Moreover, this will facilitate competition for this expensive service. According to the annual reports, the auditor of the financial statements received fees from 2005 to 2008 in the amount of €102.8 million; €50.7 million of this were not fees for auditing the financial statements. There are qualified competitors.
Furthermore, I would like to point out that the submitted "counter-motion A" violates § (Article) 58 IV of the Aktiengesetz (AktG - German stock corporation act) as well as § (Article) 22 II, IV of the Articles of Association of Deutsche Post AG as amended on May 26, 2008, because the motion is to distribute a dividend that is larger than the net earnings. If "Counter-motion A" is impermissible, then I make the following alternative conditional
Counter-motion to agenda item 2
I motion to distribute a dividend in the amount of €1,015 million.
Statement of reasons: The proposal from the Board to distribute a total of €725.4 million is inadequate. The profit from continuing operations should be distributed in full. The operating cash flow of €2,808 million, cash holdings as well as the company's borrowing potential are sufficient for this. The distribution, therefore, should not pose a problem. The shareholders should be given the opportunity to decide on an optimal capital allocation and at the same time be given an appropriate share of the Group's added value.
From shareholder Horst Engel, Kaltbachstrasse 36, 56377 Nassau
Dear Sir or Madam,
I have received and taken note of your invitation and agenda to the Annual General Meeting.
I am absolutely astonished that the name "Zumwinkel" is not mentioned in a single agenda item. Or does this particular issue now fall under …… "let's not talk about it!"
Furthermore, it is incomprehensible to me that Ulrich Schröder has been suggested under agenda item 9, Elections to the Supervisory Board, especially since he was CEO at the most successful KfW Bankengruppe that we ever had. Shall Deutsche Post actually be successful in the future at all?
I hereby make the following motions:
It is moved that Mr. Zumwinkel repay the damage for which he is responsible and that has been to the disadvantage of Deutsche Post AG. Furthermore, it should be legally examined whether the pension commitments in the amount of €20 million are legal. Here, Deutsche Post AG should spare no effort or expense in acquiring the best lawyers to clarify the situation.
Furthermore, it is moved that the election of Mr. Schröder be removed from the agenda.
I look forward to hearing from you.
From shareholder Rudi Schirmer, Breitscheidstrasse 11,
63477 Maintal, Phone number: 06181 49 22 36
March 25, 2009
Annual General Meeting representation
Annual General Meeting of Deutsche Post AG on April 21, 2009, in Frankfurt-Höchst
Dear Sir or Madam,
On page 9 of the invitation to the AGM on April 21, 2009, it is stated that the Board of Management of Deutsche Post AG are to be treated to free shares.
This is to be rejected in any case, since there is not the slightest justification for it.
The best deal (the sale of Postbank to Deutsche Bank) was not initiated by the present Deutsche Post Board of Management. I wonder which newspapers Mr. Frank Appel has read recently (financial crisis etc.). These wishes are not appropriate in the current climate; it is worth imitating the attitude of the head of Deutsche Bank, Mr. Josef Ackermann.
Deutsche Post AG’s Board of Management are paid enough to be able to buy their own shares via the stock exchange, which would also have a positive effect on share prices.
We are of the opinion that the counter-motions are unfounded and shall, if necessary, take a stand at the Annual General Meeting.
Deutsche Post AG
The Board of Management