DHL 2015 Annual Report Download - page 51

Deutsche Post  Group —  Annual Report
late an obligation to exercise options or conversion rights or may entitle the company
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 in accordance with the bond conditions
(Contingent Capital , article   of the Articles of Association). When issuing
bonds, subscription rights may only be disapplied subject to the terms of the aforemen-
tioned 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.
An  resolution was passed on  May  authorising the Board of Manage-
ment to issue up to  million performance share units with pre-emptive subscription
rights to a total of up to  million shares with a total share in the share capital not to
exceed  million, subject to the provisions of the authorisation resolution, on or be-
fore  May  to members of the management of entities in which the company is
the majority shareholder and to executives of the company and the entities in which it
is a majority shareholder. e performance share units may also be issued by entities in
which the company is the majority shareholder with the consent of the Board of Man-
agement. e issue of shares arising from the subscription rights associated with the
performance share units depends upon certain performance targets being met aer
expiry of a four-year waiting period, with it being possible to issue up to four shares for
every six subscription rights granted, if and insofar as performance targets for the share
price, which have been specied in detail, are met, and up to two shares if and insofar
as certain outperformance targets based upon the percentage change of the 
Europe  Index are met. e share capital is increased on a contingent basis by up to
 million in order to grant shares in the company to the executives entitled to sub-
scription rights, in accordance with the provisions of the authorisation resolution (Con-
tingent Capital , article   of the Articles of Association). Further details may be
found in the motion adopted by the  under agenda item  of the  of  May .
As at  December , ,, performance share units, which were issued in
nancial years  and , were outstanding.
Finally, the  of  May  authorised the company to buy back shares on or
before  May  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 shares
purchased may be used for any legally permissible purpose. In addition to a sale via the
stock exchange or by public oer to all shareholders, it is permitted in particular to use
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Group Management Report — GENERAL INFORMATION — Disclosures required by takeover law