DHL 2010 Annual Report Download - page 38

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 a greater majority is required by law for
amendments to the Articles of Association, that majority is decisive.
Under article of the Articles of Association, the Supervisory Board has the
author ity to resolve amendments to the Articles of Association in cases where the amend-
ments a ect only the wording. In addition, the  resolutions passed on  May 
(Contingent Capital ) and  April  (Authorised Capital ) authorised the
Supervisory Board to amend the wording of the Articles of Association to re ect the
respective share issue or the use of authorised capital as well as following the expiry
of the respective authorisation period and /or in the case of non-use of the contingent
capital following the expiry of the periods for exercising warrant or conversion rights.
 e  resolution on Contingent Capital  further authorises the Supervisory Board
to make all other amendments to the Articles of Association associated with the issue
of new shares in cases where the amendments a ect the wording only. In addition, the
 resolutions passed on  April  (authorisation to acquire and use own shares
as well as to acquire own shares through derivatives) authorise the Supervisory Board
to amend the wording of the Articles of Association if the purchased own shares are
redeemed to re ect the redemption of shares and the reduction of share capital.  e
Board of Management is authorised to amend the information on the number of shares
in the Articles of Association if it determines that the proportion of the other shares in
the share capital is increased due to the redemption.
Board of Management authorisation, particularly regarding issue and buy-back
ofshares
 e Board of Management is authorised, subject to the approval of the Super-
visory Board, to issue up to  million new, no-par value registered shares by or be-
fore  April  in exchange for cash and/or non-cash contributions and thereby
increase the company’s share capital by up to   million (Authorised Capital ,
article of the Articles of Association). To date, the Board of Management has not
made use of this authorisation.
When new shares are issued from Authorised Capital , the shareholders are
entitled in principle to pre-emptive subscription rights. Such rights may only be disap-
plied 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.
 e Authorised Capital  is a  nancing and acquisition instrument in accord-
ance 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.
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, con-
vertible bonds and /or income bonds (hereina er referred to collectively as “bonds with
warrants and /or convertible bonds”), or a combination thereof, in an aggregate principal
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