DHL 2013 Annual Report Download - page 44

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 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 with a total
share in the share capital not exceeding  million. e bond conditions may also
stipulate an obligation to exercise options or conversion rights or may entitle the com-
pany to grant the bond holders or creditors shares in the company in lieu of payment of
all or part of the sum of money owed, either at the time of maturity of the bonds or at
another time. e share capital is increased on a contingent basis by up to  million
in order to grant shares to the holders or creditors of the bonds aer exercise of their
options or conversion rights or to full their option or conversion obligations, or to
grant them shares in lieu of monetary payment (Contingent Capital , article  
of the Articles of Association). When issuing bonds, subscription rights may only be
disapplied subject to the terms of the aforementioned resolution and subject 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 practice amongst publicly listed companies.
is allows the company to nance its activities exibly and promptly and gives it the
nancial leeway necessary to take advantage of favourable market conditions at short
notice, for example by oering bonds with options or conversion rights, or conversion
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 exercised this authority.
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 .
In addition to this, the  of  April  also authorised the Board of Manage-
ment, within the scope resolved by the  of  April  in agenda item , to acquire
treasury shares through the use of derivatives, namely by servicing options that, upon
their exercise, require the company to acquire treasury shares (put options), by exercis-
ing options that, upon their exercise, grant the company the right to acquire treasury
shares (call options) or by servicing or exercising a combination of put and call options.
All share acquisitions using the aforementioned options 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 .
Further details may be found in the motion adopted by the  under agenda item 
of the  of  April .
40 Deutsche Post DHL 2013 Annual Report
General Information
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