DHL 2014 Annual Report Download - page 45

in order to grant shares to the holders or creditors of the options, conversion rights
or conversion obligations arising from the resolution of  May  aer exercise of
their rights for the purpose of settling the entitlements related to the options or rights
or fullling the conversion obligations (Contingent Capital , article   of the
Articles of Association).
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 (hereinaer referred to collectively as “bonds”), 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 with a total
share in the share capital not exceeding  million. e bond conditions may also
stipulate an obligation to exercise options or conversion rights or may entitle the com-
pany to grant the bond holders or creditors shares in the company in lieu of payment of
all or part of the sum of money owed, either at the time of maturity of the bonds or at
another time. e share capital is increased on a contingent basis by up to  million
in order to grant shares to the holders or creditors of the bonds aer exercise of their
options or conversion rights or to full their option or conversion obligations, or to
grant them shares in lieu of monetary payment (Contingent Capital , article  
of the Articles of Association). When issuing bonds, subscription rights may only be
disapplied subject to the terms of the aforementioned resolution and subject to the
consent of the Supervisory Board. Further details may be found in the motion adopted
by the  under agenda item  of the  of  May .
Authorisation to issue bonds is standard practice amongst publicly listed companies.
is allows the company to nance its activities exibly and promptly and gives it the
nancial leeway necessary to take advantage of favourable market conditions at short
notice, for example by oering bonds with options or conversion rights, or conversion
obligations on shares in the company as a consideration within the context of company
mergers, and when acquiring companies or shareholdings in companies. To date, the
Board of Management has not exercised this authority.
An  resolution was passed on  May  authorising the Board of Manage-
ment to issue up to  million performance share units with pre-emptive subscription
rights to a total of up to  million shares with a total share in the share capital not
exceeding  million, subject to the provisions of the authorisation resolution, on or
before  May  to members of the management of entities in which the company
is the majority shareholder and to executives of the company and the entities in which
it is a majority shareholder. e performance share units may also be issued by entities
in which the company is the majority shareholder with the consent of the Board of
Management. e issue of shares arising from the subscription rights associated with
the performance share units depends upon certain performance targets being met aer
expiry of a four-year waiting period, with it being possible to issue up to four shares for
every six subscription rights granted, if and insofar as performance targets for the share
price, which have been specied in detail, are met, and up to two shares if and insofar
as certain outperformance targets based on the percentage change of the  Europe
 Index are met. e share capital is increased on a contingent basis by up to  mil-
lion in order to grant shares in the company to the executives entitled to subscription
rights, in accordance with the provisions of the authorisation resolution (Contingent
Capital , article   of the Articles of Association). Further details may be found
in the motion adopted by the  under agenda item  of the  of  May .
Deutsche Post  Group —  Annual Report
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Group Management Report — GENERAL INFORMATION — Disclosures required by takeover law