DHL 2005 Annual Report Download - page 118

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Changes in issued capital
€
Opening balance in January 2005 1,112,800,000.00
Issue of new shares (servicing of Tranche 2002) –
contingent capital 4,629,967.00
Issue of new shares (acquisition of Exel) –
2005 authorized capital 75,203,772.00
Closing balance 2005 1,192,633,739.00
Authorized capital
e 2005 authorized capital replaces the authorization of the Board
of Management resolved by the Extraordinary General Meeting on
October 13, 2000 and due to expire on September 30, 2005 to increase
the share capital by up to €80 million.
2005 authorized capital
By way of a resolution adopted by the Annual General Meeting on May
18, 2005, the Board of Management was authorized, with the approval
of the Supervisory Board, to increase the share capital by up to €250
million by issuing up to 250 million no-par value registered shares
against non-cash contributions by May 17, 2010. e authorization
can be exercised in full or in part. Shareholders’ pre-emptive subscrip-
tion rights have been disapplied. With the approval of the Supervisory
Board, the Board of Management made use of €75,203,772.00 of this
authorization by resolving a capital increase on December 13, 2005.
e share capital was increased accordingly when the capital increase
was entered in the commercial register on December 13, 2005.
Contingent capital
In accordance with the resolution by the Extraordinary General Meet-
ing on September 27, 2000, the share capital has been contingently
increased by up to €50 million, composed of up to 50,000,000 no-par
value registered shares. Its purpose is exclusively to service rights
granted in accordance with the authorization of the Board of Manage-
ment and the Supervisory Board to issue stock options that was re-
solved by the Annual General Meeting on September 27, 2000 (Stock
Option Plan 2000). e authorization to issue stock options under the
Stock Option Plan 2000 was annulled in connection with the creation
of a new stock option plan (Stock Option Plan 2003) by resolution of
the Annual General Meeting on June 5, 2003.
By way of a resolution adopted by the Annual General Meeting on
June 5, 2003, the share capital was contingently increased by up to €60
million (Contingent Capital II). Its purpose is exclusively to service
rights granted in accordance with the authorization of the Board of
Management and the Supervisory Board to issue stock options that
was resolved by the Annual General Meeting on June 5, 2003 (Stock
Option Plan 2003).
In accordance with the resolution by the Annual General Meeting
on May 6, 2004, the company’s share capital has been contingently
increased by up to a further €56 million through the issue of up to
56,000,000 new, no-par value registered shares (Contingent Capital
III). Contingent Capital III was entered in the commercial register on
June 2, 2004. Its purpose is to service warrant or conversion rights and
obligations from bonds with warrants or convertible bonds, which
may be issued or guaranteed by the company up to May 5, 2007.
Authorization to acquire own shares
By way of a resolution adopted by the Annual General Meeting on
May 18, 2005, the company is authorized to acquire, until Octo-
ber 31, 2006, own shares amounting to up to a total of 10% of the
share capital existing at the date the resolution is adopted.
e authorization permits the Board of Management to exercise it
for every purpose authorized by law, particularly to pursue the goals
mentioned in the resolution of the Annual General Meeting.
Deutsche Post AG did not hold any own shares as of December 31,
2005.
Share-based payment system for executives
(Stock Option Plans 2000 and 2003)
Further details on the share-based payment system can be found in
the Corporate Governance Report which forms part of the notes in
this area.
Share-based payment system for executives
Number Stock options
Stock Appreciation
Rights (SARs)
Tranche 2001
Board of Management 466,908 0
Other senior executives 5,070,576 345,432
Tranche 2002
Board of Management 1,223,418 0
Other senior executives 9,082,620 446,934
Tranche 2003
Board of Management 1,096,236 0
Other senior executives 11,953,356 731,736
Tranche 2004
Board of Management 841,350 0
Other senior executives 8,486,946 1,116,374
Tranche 2005
Board of Management 829,362 0
Other senior executives 9,233,310 1,216,320
Annual Report 2005
114