DHL 2015 Annual Report Download - page 50
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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 approve amendments
to the Articles of Association in cases where the amendments aect 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 Supervisory Board,
to issue up to ,, 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 ,,. (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 specied 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-eectively. e authorised capital is equivalent to less than of the share
capital. Authorised Capital , which originally amounted to million, was used
in the amount of ,,. in nancial year and in the amount of ,,.
in nancial year .
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 prot participation certicates, or a
combination thereof, in an aggregate principal amount of up to billion, on one or
more occasions on or before May , thereby granting options or conversion rights
for up to million shares having a total share in the share capital not to exceed mil-
lion. e aforementioned authorisation was utilised in the full amount in Decem-
ber by issuing a convertible bond in the aggregate principal amount of billion.
In nancial year , , shares were issued for the rst time to holders of bonds
aer exercise of their conversion options. As at December , the share capital had
been increased on a contingent basis by up to ,,. for the purpose of grant-
ing shares to the holders or creditors of the options, conversion rights or conversion
obligations arising from the resolution of May aer exercise of their rights in
order to settle the entitlements related to the options or rights or to full the conversion
obligations (Contingent Capital , article of the Articles of Association).
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 prot participation certicates, or a
combination thereof (hereinaer referred to collectively as “bonds”), in an aggregate
principal amount of up to . billion, on one or more occasions on or before May ,
thereby granting options or conversion rights for up to million shares with a total
share in the share capital not to exceed million. e bond conditions may also stipu-
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