DHL 2011 Annual Report Download - page 39

thereby granting options or conversion rights for up to  million shares having a total
share in the share capital not to exceed   million.  e bond conditions may also pro-
vide for a conversion obligation at the time of maturity of the bonds or at another time
or may entitle the company or the Group company to grant the bond holders or creditors
shares in the company in lieu of payment of all or part of the sum of money payable.  e
share capital is contingently increased by up to   million in order to grant shares to
the holders or creditors of the options, conversion rights or conversion obligations a er
exercise of their rights for the purpose of settling the entitlements related to the options
or rights or ful lling the conversion obligations (Contingent Capital , article  
of the Articles of Association). When issuing bonds, pre-emptive subscription rights
may only be disapplied subject to the terms of the aforementioned resolution and to the
consent of the Supervisory Board. Further details may be found in the motion adopted
by the  under agenda item  of the  of  May .
Authorisation to issue bonds is standard business practice amongst publicly listed
companies. It allows the company to  nance its activities  exibly and promptly and
gives it the  nancial leeway necessary to take advantage of favourable market situations
at short notice, for example by o ering bonds with options, conversion rights or con-
version obligations on shares in the company as a consideration within the context of
company mergers, and when acquiring companies or shareholdings in companies. To
date, the Board of Management has not made use of the authorisation.
Finally, the  of  April  authorised the company to buy back shares on or
before  April  up to an amount not to exceed   of the share capital existing as
at the date of the resolution. Such authorisation is subject to the proviso that at no time
should the shares thus acquired, 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 share-
holders 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 permissible
under the law, particularly to redeem the purchased treasury 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 the above authorisation, on  April  the  also authorised
the Board of Management, within the scope resolved by the  of  April  in
agenda item , to acquire treasury shares through the use of derivatives, namely by ser-
vicing options that, upon their exercise, require the company to acquire treasury shares
(put options), by exercising options that, upon their exercise, grant the company the
right to acquire treasury shares (call options) or by servicing or exercising a combin-
ation of put and call options. All share acquisitions 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 may not exceed  months, must
expire by no later than  April  and be selected such that treasury shares may not
be acquired by exercising the options a er  April . 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 repur-
chase 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.
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Deutsche Post DHL Annual Report 
Group Management Report
Business and Environment
Disclosures required by takeover law
33