DHL 2008 Annual Report Download - page 31

Deutsche Post World Net Annual Report 2008
Shareholders’ pre-emptive subscription rights are disapplied. It is standard busi-
ness practice in Germany to use authorised capital as acquisition currency.  e 
authorised capital allows the company to acquire companies and shareholdings  exibly
and without recourse to the capital market.  e authorised capital is equivalent to less
than  of the share capital. At the  on  April , the Board of Management
and the Supervisory Board will propose the replacement of the  authorised capital
with the  authorised capital in the amount of   million.
New no-par value shares may only be issued from Contingent Capital 
( Article   of the Articles of Association) in order to service the subscription rights
granted under the  Stock Option Plan. To this end, the company’s share capital
has been contingently increased by up to  ,,. Up to ,, Deutsche Post 
shares are still available for subscription under the  Stock Option Plan. It is no
longer possible to issue new stock options under the plan.
On the basis of an  resolution passed on  May , the Board of Manage-
ment is authorised, subject to the consent of the Supervisory Board, to issue bonds with
warrants, convertible bonds and / or income bonds or a combination thereof ( hereina er
referred to collectively as “bonds with warrants and / or convertible bonds”) on one or
more occasions in the period to  May  up to a total nominal value of   billion and
in doing so grant option and / or conversion rights on new shares with a total notional
value of up to   million. To this end, the share capital has been contingently increased
by up to   million (Contingent Capital , Article   of the Articles of Association).
When issuing bonds with warrants and/or convertible bonds, shareholders’ pre-emptive
subscription rights may only be disapplied subject to the terms of the aforementioned
authorising resolution and with the consent of the Supervisory Board.  e details are
contained in the motion under agenda item  adopted at the AGM on  May .
It is standard business practice amongst publicly listed companies in Germany
to authorise the issue of bonds with warrants and / or convertible bonds.  is allows the
company to be  exible and prompt in  nancing its activities and gives it the scope it
requires to take advantage of favourable market situations quickly and at short notice,
for example, by enabling it to o er the company’s shares or bonds with warrants /con-
vertible bonds as consideration in a business combination or when acquiring compa-
nies or interests in companies. To date, the Board of Management has not made use
of this authorisation.
Finally, at the  on  May , the company was authorised to buy back
shares representing up to   of the share capital at that date during the period to
 October . At no time may these shares together with the shares already repur-
chased and still held by the company represent 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 shareholders or by some other means in accordance
with Section  a of the AktG.  e Board of Management may use the authorisation for
any purpose permitted by law, in particular to retire the repurchased shares without a
further  resolution and with the consent of the Supervisory Board.  e details are
contained in the motion under agenda item  adopted at the AGM on  May .
It is standard business practice amongst publicly listed companies in Germany
for the  to each year authorise the company to buy back shares. At the  on
 April , the Board of Management and the Supervisory Board will propose that
this authority be granted for a further year.
investors.dpwn.com
investors.dpwn.com
Group Management Report
Business and Environment
27