DHL 2013 Annual Report Download - page 42

Disclosures required by takeover law
Disclosures required under sections   and   of the Handelsgesetzbuch
( – German Commercial Code) and explanatory report
Composition of issued capital, voting rights and transfer of shares
As at  December , the company’s share capital totalled ,,, and was
composed of the same number of no-par value registered shares. Each share carries the
same statutory rights and obligations and entitles the holder to one vote at the Annual
General Meeting . No individual shareholder or group of shareholders is entitled
to special rights, particularly rights granting powers of control.
e exercise of voting rights and the transfer of shares are based on the general legal
requirements and the company’s Articles of Association, which do not restrict either of
these activities. Article  of the Articles of Association sets out the requirements that
must be met in order to attend the  as a shareholder and exercise a voting right. Only
persons entered in the share register shall be recognised as shareholders by the company.
e Board of Management is not aware of any agreements between shareholders that
would limit voting rights or the transfer of shares.
Members of the Board of Management receive stock appreciation rights  s
each year as a long-term remuneration component under the Long-Term Incentive Plan
provided that they each invest cash or Deutsche Post  shares for each tranche of the
plan. If a Board of Management member sells the shares included in their personal invest-
ment for the tranche or disposes of their personal cash investment before the scheduled
waiting period of four years has expired, all  s from that tranche will be forfeited.
As part of the Share Matching Scheme, participating Group executives are obligated
to use a portion of their annual bonus to purchase shares in the company. According
to the underlying terms, shares acquired under the scheme are subject to a four-year
lock-up period.
Shareholdings exceeding   of voting rights
KfW Bankengruppe (KfW), Frankfurt am Main, is our largest shareholder, holding
around .  of the share capital. e Federal Republic of Germany holds an indirect
stake in Deutsche Post  via KfW. According to the notications we have received
pursuant to sections  et seq. of the Wertpapierhandelsgesetz (WpHG – German
Securities Trading Act), KfW and the Federal Republic of Germany are the only share-
holders that own more than   of the share capital, either directly or indirectly.
Appointment and replacement of members of the Board of Management
e members of the Board of Management are appointed and replaced in accord-
ance with the relevant legal provisions (sections  and  of the Aktiengesetz (AktG–
German Stock Corporation Act) and section  of the Mitbestimmungsgesetz (MitbestG–
German Co-determination Act)). In accordance with section  of the AktG and section
 of the MitbestG, appointments by the Supervisory Board shall be for a maximum
term of ve years. Re-appointment or extension of the term of oce is permitted for a
maximum of ve years in each case. Article  of the Articles of Association stipulates
that the Board of Management must have at least two members. Beyond that, the num-
ber of board members is determined by the Supervisory Board, which may also appoint
a chairman and deputy chairman of the Board of Management.
38 Deutsche Post DHL 2013 Annual Report
General Information
Disclosures required by takeover law
Group Management Report