DHL 2014 Annual Report Download - page 46

e Performance Share Plan is intended to replace the programme established in
 to provide long-term incentive to executives by issuing stock appreciation rights
 s.
Finally, the  of  May  authorised the company to buy back shares on or
before  May  up to an amount not to exceed   of the share capital existing as
at the date of the resolution. Such authorisation is subject to the proviso that at no time
should the shares thus acquired, together with the shares already held by the company,
account for more than   of the share capital. e shares may be purchased through
the stock market, a public oer, a public call for oers of sale from the company’s share-
holders or by some other means in accordance with section  a of the AktG. e shares
purchased may be used for any legally permissible purpose. In addition to a sale via the
stock exchange or by public oer to all shareholders, it is permitted in particular to use
the shares with pre-emptive shareholder subscription rights disapplied in accordance
with the provisions of the authorisation resolution or to call in the shares without an
additional resolution of the Annual General Meeting. Further details may be found in
the motion adopted by the  under agenda item  of the  of  May .
In addition to this, the  of  May  also authorised the Board of Manage-
ment, within the scope specied in agenda item , to acquire treasury shares, including
through the use of derivatives. is is to occur by servicing options that, upon their
exercise, require the company to acquire treasury shares (put options), by exercising
options that, upon their exercise, grant the company the right to acquire treasury shares
(call options), as a result of purchase agreements where there are more than two trading
days between conclusion of the purchase agreement for Deutsche Post shares and ser-
vicing by way of the delivery of Deutsche Post shares (forward purchases) or by servicing
or exercising a combination of put options, call options and/or forward purchases. All
share acquisitions using the aforementioned derivatives are limited to a maximum of
  of the share capital existing on the date of the resolution. e term of the individual
derivatives may not exceed  months, must expire by no later than  May  and
be selected such that treasury shares may not be acquired by exercising the derivatives
aer  May . Further details may be found in the motion adopted by the 
under agenda item  of the  of  May .
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 share repurchase in an advantageous
manner.
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 employees 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 change of control 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 request repayment.
Deutsche Post  Group —  Annual Report
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