Report by the Board of Management Section 289 and Section 315 HGB
Report by the Board of Management on the information pursuant to Section 289 (4) and Section 315 (4) German Commercial Code (Handelsgesetzbuch, HGB) contained in the management report and Group management report for fiscal year 2006
The Board of Management has provided information pursuant to Section 289 (4) and Section 315 (4) HGB contained in the company's management report (annual financial statements page 60 and 93) and the Group management report (consolidated financial statements page 18 and 53), which it expounds upon below.
The company’s current share capital of € 1,203,812,363 is divided into equally as many no-par value shares, each bearing the same rights – particularly the same voting rights. There is no individual shareholder or group of shareholders that is entitled to special privileges.
69.4 percent of Deutsche Post AG’s shares are currently in free float. KfW Bankengruppe is the company’s largest shareholder, holding around 30.6% of its share capital. According to the Board of Management’s knowledge, KfW Bankengruppe is also the only shareholder that directly or indirectly holds more than 10% of the company's share capital.
The Board of Management is exclusively appointed and dismissed according to the statutory regulations. The Articles of Association do not specify any special provisions regarding the appointment or dismissal of individual or all members of the Board of Management. The Supervisory Board alone is responsible for appointing and dismissing these members. It appoints members of the Board of Management for a maximum of five years. It is permissible for a member to be reappointed or have his term of office extended, by five years in each case.
The Articles of Association may be amended by way of a resolution of the AGM. The amendment becomes effective with its entry in the commercial register. The AGM resolves upon amendments to the Articles of Association with a simple majority of the votes cast or the share capital represented. Exceptions to this rule are amendments to the Articles of Association for which the law requires a greater capital majority.
The Board of Management may, with the approval of the Supervisory Board, issue new shares from the authorized capital 2005 (Art. 5 (2) Articles of Association) against non-cash contributions. Shareholders’ subscription rights are excluded. The use of authorized capital as acquisition currency is widespread in German business practice. By drawing on authorized capital the company is able to conduct company acquisitions flexibly without recourse to the capital market. The authorized capital corresponds to less than 15 percent of the share capital.
The Board of Management may only issue new shares from contingent capital I and II (Art. 5 (3) and (4) Articles of Association) to fulfill the subscription rights granted as part of Deutsche Post AG’s stock option plans 2000 and 2003. A total of up to 20.1 million more shares of the company may be subscribed within the scope of the stock option plans 2000 and 2003. No more new stock options may be issued under stock option plans 2000 and 2003.
The Board of Management is furthermore authorized to issue convertible bonds and/or bonds with warrants with a total nominal value of up to € 1 billion until May 5, 2007. Convertible bonds and/or bonds with warrants may be granted on new shares of the company with a total notional interest in the share capital of up to € 56 million. The convertible bonds and bonds with warrants may be serviced from contingent capital III (Art. 5 (5) Articles of Association). When issuing convertible bonds and/or bonds with warrants, the Board of Management may only exclude shareholders’ subscription rights with the consent of the Supervisory Board and only in the cases permitted according to the authorization resolution dated May 6, 2004. Details on this can be found in the resolution proposal adopted by the AGM on agenda item 7 of the Ordinary General Meeting on May 6, 2004, which can be inspected on the company’s website. To date, the Board of Management has not made use of its authorization to issue convertible bonds and/or bonds with warrants. Since this authorization expires in May 2007, the Board of Management and the Supervisory Board intend to propose to the Ordinary General Meeting on May 8, 2007 to renew the authorization and the contingent capital.
In addition, the company is authorized, until October 31, 2007, to purchase own shares equivalent to a maximum of 10% of the share capital existing at the time the resolution is passed. Shares which the company has already purchased and still possesses are to be deducted. This authorization has not been utilized to date.
The Board of Management may only use the shares acquired on the basis of this authorization in ways other than selling them on the stock exchange or offering them to all shareholders in the cases prescribed in the authorization. The approval of the Supervisory Board is required in each case. Details on this can be found in the resolution proposal adopted by the AGM on agenda item 6 of the Ordinary General Meeting on May 10, 2006, which can be inspected on the company’s website. The continual granting each year of an authorization to purchase own shares by the Annual General Meeting is common practice among German stock corporations. The Board of Management and the Supervisory Board shall propose to the Ordinary General Meeting on May 8, 2007 to renew this authorization.
Public offerings for the purchase of shares of the company are governed solely by the Articles of Association and the law, including the provisions of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG). The Annual General Meeting has not authorized the Board of Management to take any actions falling within the former's sphere of responsibility in order to thwart the success of potential takeovers.
Bonn, March 2007
Deutsche Post AG
The Board of Management