DHL 2002 Annual Report Download - page 118

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Our share capital changed as follows as of December 31,
2002 following the issue of bonus shares:
During the course of December 2002, private investors
who had subscribed for shares during the advance subscrip-
tion phase at the time of our IPO in November 2000 and
who held these shares in their brokerage accounts until
the end of the lock-up period (November 30, 2002), were
allocated bonus shares by Kreditanstalt für Wiederaufbau in
the ratio of 1:15. The bonus shares were not made available
by Deutsche Post AG.
A total of around 32% of our shares are traded on the
capital markets.
Authorized Capital I
The Board of Management is authorized to increase our
share capital up to January 30, 2003 by up to €11.25 million
with the consent of the Supervisory Board. The capital
increase can be used only to service stock options granted to
employees of the Company or of its affiliated German com-
panies within the meaning of section 15 of the AktG (German
Stock Corporation Act). The Board of Management has not
exercised its authorization to increase our share capital.
The stock options were granted to employees under
the terms of the employee equity compensation program
launched at the time of Deutsche Post AG’s IPO. The equity
compensation program consisted of three “pillars” which
could be subscribed separately. Employees who subscribed for
Pillar 1 were allocated 14 shares for €20.50 each (issue price
for advance subscribers), and received an employer grant to
cover half of the taxes and social security contributions
payable on the shares. These shares were subject to a lock-up
until December 31, 2005. However, this lock-up was abolished
as of January 1, 2002.
If they subscribed for Pillar 2 (also termed the
“innovative model”), employees received 74 call options
free of charge, in addition to 74 shares costing €20.50 each.
Following a two-year lock-up for all Pillar 2 shares, each of
these call options entitles the holder to buy one additional
share at the original issue price for advance subscribers
(€20.50). Notice of exercise may be given between January 2,
2003 and January 15, 2003. At the balance sheet date,
employees held 7,190,106 Pillar 2 shares (previous year:
7,387,544 shares) in their brokerage accounts with Postbank
Easytrade.
Pillar 3 gave employees a guaranteed allotment of
shares at the issue price for advance subscribers (€20.50).
Depending on how many shares they subscribed for
(two alternative models were offered), they were allocated
either 124 or 249 shares.
Authorized Capital II
The Board of Management is further authorized to increase
our share capital up to September 30, 2005 by up to €80 mil-
lion by issuing new shares against non-cash contributions. The
Company did not exercise this authority in fiscal year 2002.
Contingent capital
The share capital may also be increased up to July 31, 2005
by creating contingent capital in the amount of €50 million
for an executive stock option plan. Shareholders’ subscription
rights are excluded.
Share-based payment system for executives
Under the existing executive stock option program, eligible
participants are granted stock options in annual tranches.
Certain employees (Group management levels 1 to 3 and
specialists) were granted stock options for the first time on
March 15, 2001 (first tranche). The second tranche was
issued on July 1, 2002. The program provides for additional
stock options to be granted to eligible participants on the
first trading day in July in 2003, 2004 and 2005.
The grant of stock options to Group management
levels 1 and 2 requires eligible participants to invest in shares
of Deutsche Post AG. Eligible participants in Group manage-
ment level 3 receive stock options without any requirement
to buy shares.
Financial Statements
Notes
Number of shares 2001 2002
Federal Republic of Germany 556,400,026 556,400,026
Kreditanstalt für Wiederaufbau 209,078,797 203,591,065
Free float 347,321,177 352,808,909
1,112,800,000 1,112,800,000
Issued capital