DHL 2015 Annual Report Download - page 49

Deutsche Post  Group —  Annual Report
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 upon 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 require-
ments 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 sharehold-
ers 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 invest in each tranche of the plan, preferably in Deutsche Post 
shares but alternatively in cash. If a Board of Management member sells the shares in-
cluded in their personal investment 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
e Federal Republic of Germany holds an indirect stake in Deutsche Post  via KfW
Bankengruppe (KfW), Frankfurt am Main, and is our largest shareholder, holding
around   of the share capital. 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 shareholders 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 accordance
with the relevant legal provisions (sections  and  of the Aktiengesetz (AktG– Ger-
man 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.
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Group Management Report — GENERAL INFORMATION — Group management — Disclosures required by takeover law