DHL 2012 Annual Report Download - page 26

Under article   of the Articles of Association, the Supervisory Board has the
authority 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  April 
(Authorised Capital ) and  May  (Contingent 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 options or conversion rights, or
conversion obligations. e  resolution on Contingent Capital  further author-
ises 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 word-
ing only. In addition, the  resolutions passed on  April  (authorisation to
acquire and use treasury shares as well as to acquire treasury shares through derivatives)
authorise the Supervisory Board to amend the wording of the Articles of Association
if the purchased treasury 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 on or before
 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 used such
authorisation. When new shares are issued on the basis of Authorised Capital , the
shareholders are entitled in principle to pre-emptive subscription rights. Such rights may
only be disapplied 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.
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,
convertible bonds and / or income bonds as well as prot participation certicates, or
a combination thereof, (hereinaer referred to collectively as “bonds”) in an aggre-
gate principal amount of up to  billion, on one or more occasions until  May ,
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
Deutsche Post DHL Annual Report 
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