DHL 2009 Annual Report Download - page 36

 September .  is authorisation is subject to the proviso that at no time should
the shares acquired in this way, 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
shareholders or by some other means in accordance with Section  a of the AktG.
 e author isation permits the Board of Management to exercise it for every purpose
authorised by law, particularly to redeem the purchased own shares without a further
 resolution, subject to the consent of the Supervisory Board. Details may be found
in the motion adopted by the  under agenda item  of the  of  April .
To supplement this authorisation, on  April  the  also authorised the
Board of Management – within the scope resolved by the  of  April  in agen-
da item  – to acquire own shares either by servicing options that, upon their exercise,
require the company to acquire own shares (put options) or by exercising options that,
upon their exercise, grant the company the right to acquire own shares (call options)
and to acquire own shares using a combination of put and call options. All share ac-
quisitions using put options, call options or a combination of the two are limited to a
maximum of   of the share capital existing on the date of the resolution.  e term of
the options must expire by no later than  September  and be selected such that
the acquisition of own shares by exercising the options cannot occur a er  Septem-
ber . Details may be found in the motion adopted by the  under agenda item
 of the  of  April .
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 buyback as a tool and
give the company the opportunity to structure the share repurchase in an optimum
manner. On  April , the Board of Management and the Supervisory Board will
propose to the  that both authorisations be granted for a further year.
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.
Signifi cant 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
If a takeover occurs, Board of Management members Ken Allen, Bruce Edwards,
Lawrence Rosen and Hermann Ude are each entitled to resign their o ce as a member
of the Board of Management for good cause within a period of six months following the
change in control a er giving three months’ notice to the end of the month and to ter-
minate their Board of Management contracts (right to early termination). In the event
of the right to early termination being exercised or a Board of Management contract
being terminated by mutual consent under the same conditions, the Board of Manage-
ment member is entitled to payment to compensate the remaining term of his Board
of Management contract. Such payment is limited to the cap pursuant to the recom-
mendation of Number .. of the German Corporate Governance Code as amended
on  June .  e agreements are outlined in the Remuneration Report.
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Deutsche Post DHL Annual Report 
Group Management Report
Business and Environment
Disclosures required by takeover law
19