DHL 2013 Annual Report Download - page 43

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 the law requires a greater majority for
amendments to the Articles of Association, that majority is decisive. Under article  
of the Articles of Association, the Supervisory Board has the authority to resolve amend-
ments to the Articles of Association in cases where the amendments aect only the
wording.
Board of Management authorisation, particularly regarding issue
and buy-back of shares
e Board of Management is authorised, subject to the consent of the Super visory
Board, to issue up to  million new, no-par value registered shares on or before
 May  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). When new shares are issued on the basis of Authorised
Capital , the shareholders are entitled in principle to 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 accordance
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. To date, the Board of Management has not exercised this authority.
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, in an aggregate 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 aforementioned authorisation was utilised in the full amount in December  by
issuing a convertible bond in the aggregate principal amount of  billion.
No shares were issued to the bond holders in nancial year . As at  Decem-
ber , the share capital was still increased on a contingent basis by up to  million
in order to grant shares to the holders or creditors of the options, conversion rights
or conversion obligations arising from the resolution of  May  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).
39Deutsche Post DHL 2013 Annual Report
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