DHL 2012 Annual Report Download - page 28

It is standard business practice amongst publicly listed companies in Germany for
the  to authorise the company to buy back shares. e authorisation to repurchase
shares using derivatives is merely intended to supplement share buy-back as a tool and
give the company the opportunity to structure the share repurchase in an optimum
manner. e authorisation to use shares for the purpose of listing on a foreign stock
exchange is intended to enable the company to expand its shareholder base also in
foreign countries in line with its global orientation.
Any public oer to acquire shares in the company is governed solely by law and the
Articles of Association, including the provisions of the Wertpapiererwerbs- und Über-
nahmegesetz (WpÜG – German Securities Acquisition and Takeover Act). e 
has not authorised the Board of Management to undertake actions within its sphere of
competence to block possible takeover bids.
Significant agreements that are conditional upon a change of control following a
takeover bid and agreements with members of the Board of Management or employ-
ees providing for compensation in the event of a change of control
Deutsche Post  took out a syndicated credit facility with a volume of  billion
from a consortium of banks. If a takeover within the meaning of the contract occurs,
each member of the bank consortium is entitled under certain conditions to cancel
its share of the credit line as well as its share of outstanding loans and require repay-
ment. e terms and conditions of the loans issued under the Debt Issuance Programme
established in March  and of the convertible bond issued in December  also
contain change of control clauses. In case of a change of control within the meaning of
the terms and conditions, the creditor is granted under certain conditions the right to
demand early redemption of the respective bonds. Furthermore, a framework agree-
ment exists concerning the supply of fuel, based on which fuel in the value of a high
double-digit million amount was obtained in the reporting year and which, in case of
a change of control, grants the supplier the right to bring the business relationship to a
close without notice.
In the event of a change in control, any member of the Board of Management is
entitled to resign their oce for good cause within a period of six months following
the change in control, aer giving three months’ notice as at the end of the month,
and to terminate their Board of Management contract (right to early termination). In
the event of the right to early termination being exercised or a Board of Management
contract being terminated by mutual consent within nine months of the takeover, the
Board of Management member is entitled to payment to compensate the remaining term
of their Board of Management contract. Such payment is limited to the cap pursuant
to the recommendation of number .. of the German Corporate Governance Code
as amended on  May , with the specication outlined in the remuneration report.
With respect to options from the Long-Term Incentive Plan, the Board of Management
member will be treated as if the waiting period for all options had already expired upon
cessation of the Board of Management contract. e options eligible for exercise may
then be exercised within six months of cessation of the contract. With regard to the
Share Matching Scheme for executives, the holding period for the shares will become
invalid with immediate eect in the event of a change in control of the company. In any
such case, the employer will be responsible for any tax disadvantages resulting from
reduction of the holding period. Excepted from this are taxes normally incurred aer
the holding period.
Corporate Governance, page  ff.
Deutsche Post DHL Annual Report 
24