DHL 2010 Annual Report Download - page 40

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.
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
Deutsche Post  took out a syndicated credit line with a volume of   billion with
a consortium of banks. If a takeover occurs, each member of the bank consortium is
entitled under certain conditions to cancel its share of the credit line as well as its share
of outstanding loans and require repayment.
In the event of a change in control, any member of the Board of Management is
entitled to resign his o ce for good cause within a period of six months following the
change in control, a er giving three months’ notice as at the end of the month, and to
terminate his Board of Management contract (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 within nine months of the takeover, the Board of
Management 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 rec-
ommendation of section .. of the German Corporate Governance Code as amended
on  May .  e agreements are outlined in the remuneration report.
Remuneration of the Board of Management
and the Supervisory Board
 e basic features of the remuneration system for the Board of Management and
the Supervisory Board are described in the Corporate Governance Report under
remuneration report.  e latter also forms part of the Group Management Report.
Corporate Governance, page  f.
Corporate Governance, page  f.
Deutsche Post DHL Annual Report 
26