DHL 2015 Annual Report Download - page 50

Deutsche Post  Group —  Annual Report
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 amendments
to the Articles of Association, that majority is decisive. Under article   of the
Articles of Association, the Supervisory Board has the authority to approve 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
in the amount of ,,. in nancial year  and 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 on or before  May , thereby granting options or conversion rights
for up to  million shares having a total share in the share capital not to exceed  mil-
lion. e aforementioned authorisation was utilised in the full amount in Decem-
ber  by issuing a convertible bond in the aggregate principal amount of  billion.
In nancial year , , shares were issued for the rst time to holders of bonds
aer exercise of their conversion options. As at  December , the share capital had
been increased on a contingent basis by up to ,,. for the purpose of grant-
ing 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 in
order to settle the entitlements related to the options or rights or to full 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 on or before  May ,
thereby granting options or conversion rights for up to  million shares with a total
share in the share capital not to exceed  million. e bond conditions may also stipu-
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