DHL 2015 Annual Report Download - page 52

Deutsche Post  Group —  Annual Report
the shares with pre-emptive shareholder subscription rights disapplied in accordance
with the provisions of the authorisation resolution or to call in the shares without an
additional resolution of the Annual General Meeting. Further details may be found in
the motion adopted by the  under agenda item  of the  of  May .
In addition to this, the  of  May  also authorised the Board of Manage-
ment, within the scope specied in agenda item , to acquire treasury shares, including
through the use of derivatives. is is to occur by servicing options that, upon their
exercise, require the company to acquire treasury shares (put options), by exercising
options that, upon their exercise, grant the company the right to acquire treasury shares
(call options), as a result of purchase agreements where there are more than two trading
days between conclusion of the purchase agreement for Deutsche Post shares and ser-
vicing by way of the delivery of Deutsche Post shares (forward purchases) or by servic-
ing or exercising a combination of put options, call options and / or forward purchases.
All share acquisitions using the aforementioned derivatives are limited to a maximum
of   of the share capital existing on the date of the resolution. e term of the individ-
ual derivatives may not exceed  months, must expire by no later than  May 
and be selected such that treasury shares may not be acquired by exercising the deriva-
tives aer  May . Further details may be found in the motion adopted by the 
under agenda item  of the  of  May .
It is standard business practice amongst publicly listed companies in Germany for
the  to authorise the company to buy back shares. e authorisation to repurchase
shares using derivatives is merely intended to supplement share buy-back as a tool and
give the company the opportunity to structure share repurchase in an advantageous
manner.
Any public oer to acquire shares in the company is governed solely by law and the
Articles of Association, including the provisions of the Wertpapiererwerbs- und Über-
nahmegesetz (WpÜG– German Securities Acquisition and Takeover Act). e  has
not authorised the Board of Management to undertake actions within its sphere of
competence to block possible takeover bids.
Significant agreements that are conditional upon a change in control following
a takeoverbid and agreements with members of the Board of Management or employees
providing for compensation in the event of a change in control
Deutsche Post  has taken out a syndicated credit facility with a volume of  billion
from a consortium of banks. If a change in control within the meaning of the contract
occurs, each member of the bank consortium is entitled under certain conditions to
cancel its share of the credit line as well as its share of outstanding loans and to request
repayment. e terms and conditions of the bonds issued under the Debt Issuance
Programme established in March  and of the convertible bond issued in Decem-
ber  also contain change in control clauses. In the event of a change in control
within the meaning of the terms and conditions, creditors are, under certain conditions,
granted the right to demand early redemption of the respective bonds. Furthermore, a
framework agreement exists concerning the supply of fuel, based upon which fuel in
the value of a high double-digit million amount was obtained in the reporting year and
which, in the event of a change in control, grants the supplier the right to bring the
business relationship to a close without notice.
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