DHL 2014 Annual Report Download - page 44

Appointment and replacement of members of the Board of Management
e members of the Board of Management are appointed and replaced in accordance
with the relevant legal provisions (sections  and  of the Aktiengesetz (AktG– German
Stock Corporation Act) and section  of the Mitbestimmungsgesetz (MitbestG– German
Co-determination Act)). In accordance with section  of the AktG and section of the
MitbestG, appointments by the Supervisory Board shall be for a maximum term of ve
years. Re-appointment or extension of the term of oce is permitted for a maximum of
ve years in each case. Article  of the Articles of Association stipulates that the Board
of Management must have at least two members. Beyond that, the number of board
members is determined by the Supervisory Board, which may also appoint a chairman
and deputy chairman of the Board of Management.
Amendments to the Articles of Association
In accordance with section  , number  and section  , sentence  of the AktG,
amendments to the Articles of Association are adopted by resolution of the . In
accordance with article   of the Articles of Association in conjunction with sections
  and   of the AktG, such amendments generally require a simple majority
of the votes cast and a simple majority of the share capital represented on the date of
the resolution. In such instances where the law requires a greater majority for amend-
ments to the Articles of Association, that majority is decisive. Under article   of the
Articles of Association, the Supervisory Board has the authority to resolve amendments
to the Articles of Association in cases where the amendments aect only the wording.
Board of Management authorisation, particularly regarding issue and buy-back of shares
e Board of Management is authorised, subject to the consent of the Supervisory Board,
to issue up to ,, new, no-par value registered shares on or before  May 
in exchange for cash and/or non-cash contributions and thereby increase the company’s
share capital by up to ,,. (Authorised Capital , article   of the
Articles of Association). When new shares are issued on the basis of Authorised Capital
, the shareholders are entitled in principle to subscription rights. Such rights may
only be disapplied subject to the requirements specied in article   of the Articles of
Association and subject to the consent of the Supervisory Board. Details may be found
in article   of the Articles of Association of the company.
Authorised Capital  is a nancing and acquisition instrument in accordance
with international standards that allows the company to increase equity quickly, exibly
and cost-eectively. e authorised capital is equivalent to less than   of the share
capital. Authorised Capital , which originally amounted to  million, was used
once in the amount of ,. and once in the amount of ,,. in nancial
year .
An  resolution was passed on  May  authorising the Board of Manage-
ment, subject to the consent of the Supervisory Board, to issue bonds with warrants,
convertible bonds and/or income bonds as well as prot participation certicates, or
a combination thereof, in an aggregate principal amount of up to  billion, on one or
more occasions until  May , thereby granting options or conversion rights for up
to  million shares having a total share in the share capital not to exceed  million.
e aforementioned authorisation was utilised in the full amount in December  by
issuing a convertible bond in the aggregate principal amount of  billion.
No shares were issued to the bond holders in nancial year . As at  Decem-
ber , the share capital was still increased on a contingent basis by up to  million
Deutsche Post  Group —  Annual Report
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