Invitation and Agenda

Transcription

1 Annual General Meeting 2013 Invitation and Agenda Annual General Meeting 2013 Deutsche Post AG, Bonn German Securities Code (WKN) ISIN DE

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3 The shareholders of our Company are invited to attend the Annual General Meeting to be held at the Jahrhunderthalle Frankfurt, Pfaffenwiese 301, Frankfurt am Main, Germany, on Wednesday, May 29, 2013, starting at 10:00 a.m. Agenda 1. Presentation of the adopted annual financial statements and approved consolidated financial statements, of the management reports for the Company and the Group with the explanatory report on information in accordance with Sections 289 (4), 315 (4) of the German Commercial Code (Handelsgesetzbuch, HGB ) and in accordance with Section 289 (5) HGB and of the report by the Supervisory Board for fiscal year 2012 Item 1 on the agenda does not require a resolution by the Annual General Meeting since the Supervisory Board has already approved the annual and consolidated financial statements. The documents presented serve to inform the Annual General Meeting with regard to the fiscal year ended and the position of the Company and the Group. 2. Appropriation of available net earnings The Board of Management and the Supervisory Board propose that the available net earnings (Bilanzgewinn) of EUR 1,313,691, for fiscal year 2012 be appropriated as follows: Distribution to the shareholders via dividend of EUR 0.70 per no-par value share carrying dividend rights EUR 846,311, Appropriation to other earnings reserves EUR 0.00 Profit brought forward EUR 467,380, Since the dividend is being paid in full from the tax specific capital contribution as defined in Section 27 of the German Corporate Income Tax Act (Körperschaftsteuergesetz, KStG ) (contributions not paid into the nominal capital), the payment is being 3

4 made without deduction of withholding tax and solidarity surcharge. The dividend is tax-exempt for shareholders resident in Germany and does not entitle recipients to a tax refund or a tax credit. For tax purposes, the distribution is considered a repayment of contributions and, in the view of the German tax authorities, serves to reduce the cost of acquiring the shares. The number of no-par value shares carrying dividend rights may change before the date of the Annual General Meeting. In this case, an adjusted appropriation proposal will be submitted to the Annual General Meeting providing for an unchanged dividend per no-par value share carrying dividend rights and a correspondingly adjusted profit brought forward. 3. Approval of the actions of the members of the Board of Management The Board of Management and the Supervisory Board propose that the actions of the members of the Board of Management in fiscal year 2012 be approved. 4. Approval of the actions of the members of the Supervisory Board The Board of Management and the Supervisory Board propose that the actions of the members of the Supervisory Board in fiscal year 2012 be approved. 5. Appointment of the independent auditors for fiscal year 2013 and the independent auditors for the audit review of the Group s condensed financial statements and the interim management report as of June 30, 2013 At the recommendation of the Finance and Audit Committee, the Supervisory Board proposes the adoption of the resolution to appoint PricewaterhouseCoopers AG, Wirtschaftsprüfungsgesellschaft, Düsseldorf, as auditors of the Company and the Group for fiscal year 2013 and as auditors for the audit review of the Group's condensed financial statements and the interim management report as of June 30, Creation of an Authorized Capital 2013 and authorization to exclude subscription rights as well as amendment of the Articles of Association The currently existing authorization of the Board of Management to increase the share capital by up to EUR 240,000,000 (Section 5 (2) of the Articles of Association) expires on April 20, 2014 and shall be replaced by a new authorization in the same amount. 4

5 The Board of Management and the Supervisory Board propose adoption of the following resolution: a) The Board of Management, with the consent of the Supervisory Board, is authorized to increase the Company's share capital until May 28, 2018 by up to EUR 240,000,000 by issuing up to 240,000,000 no-par value registered shares against cash and/or non-cash contributions (Authorized Capital 2013). The authorization may be exercised in full or in part. The shares may be taken over by one or more financial institutions subject to the stipulation that they offer the shares to shareholders for subscription (indirect subscription right). Companies subject to Section 53 (1) sentence 1 or Section 53b (1) sentence 1 or (7) of the German Banking Act (Gesetz über das Kreditwesen, KWG ) are legally equated with financial institutions. The shareholders are generally entitled to a subscription right. However, with the consent of the Supervisory Board, the Board of Management is authorized to exclude the shareholders' subscription rights to shares: for fractional amounts arising due to the subscription ratio; to the extent it is necessary in order to grant holders of previously issued bonds with warrant or conversion rights or warrant or conversion obligations a subscription right to new shares to the extent they would be entitled after exercising the warrant or conversion rights or upon satisfaction of the warrant or conversion obligation; if the issue price of the new shares is not substantially lower than the market price of the Company's shares of the same class already listed as of the date on which the issue price is finally determined and the issued shares do not exceed a total of 10 % of the Company's share capital as of the date on which this authorization enters into force or if this amount is lower is exercised; other shares issued or sold during the term of this authorization under the exclusion of shareholders' subscription rights pursuant to or in application mutatis mutandis of Section 186 (3) sentence 4 of the German Stock Corporation Act (Aktiengesetz, AktG ) shall be counted towards this 10 % threshold; shares issued or to be issued for the servicing of bonds with warrants, convertible bonds and/or participating bonds, as well as profit participation certificates to the extent the aforementioned bonds and/or profit participation certificates have been issued during the term of this authorization under exclusion of subscription rights in application mutatis mutandis of Section 186 (3) sentence 4 AktG shall also be counted towards this 10 % threshold; if the new shares are to be issued in connection with shareholding or other share-based programs to members of the Board of Management of the Company 5

6 or members of the representative body of an affiliated company or to employees of the Company or an affiliated company, whereby the employment at or membership in the corporate body of the Company or an affiliated company must exist as of the grant date of the share issuance; to the extent members of the Board of Management shall be granted shares, this decision shall be made by the Supervisory Board of the company; if the new shares shall be used for an initial offering of the Company's shares on a foreign exchange, on which the shares have not previously been admitted for trading; the authorization applies mutatis mutandis for the initial public offering of receipts or certificates representing shares; for capital increases against non-cash contributions for purposes of corporate mergers or the acquisition of companies, parts of companies, equity interests in companies or other assets. The Board of Management is authorized, with the consent of the Supervisory Board, to stipulate the additional content of the share rights and the conditions of the share issuance. The aforementioned authorizations on the exclusion of the subscription rights are issued independently from one another. They do not affect the authorization to issue the shares under a granting of subscription rights to the shareholders or to one or more financial institutions or financial service companies equated with financial institutions subject to the stipulation that they offer the shares to shareholders for subscription (indirect subscription right). b) Section 5 (2) of the Articles of Association in its previous form is rescinded and reworded as follows: The Board of Management, with the consent of the Supervisory Board, is authorized to increase the Company's share capital until May 28, 2018 by up to EUR 240,000,000 by issuing up to 240,000,000 no-par value registered shares against cash and/or non-cash contributions (Authorized Capital 2013). The authorization may be exercised in full or in part. The shares may be taken over by one or more financial institutions subject to the stipulation that they offer the shares to shareholders for subscription (indirect subscription right). Companies subject to Section 53 (1) sentence 1 or Section 53 b (1) sentence 1 or (7) KWG are legally equated with financial institutions. The shareholders are generally entitled to a subscription right. However, with the consent of the Supervisory Board, the Board of Management is authorized to exclude the shareholders' subscription rights to shares: 6

7 for fractional amounts arising due to the subscription ratio; to the extent it is necessary in order to grant holders of previously issued bonds with warrant or conversion rights or warrant or conversion obligations a subscription right to new shares to the extent they would be entitled after exercising the warrant or conversion rights or upon satisfaction of the warrant or conversion obligation; if the issue price of the new shares is not substantially lower than the market price of the Company's shares of the same class already listed as of the date on which the issue price is finally determined and the issued shares do not exceed a total of 10 % of the Company's share capital as of the date on which this authorization enters into force or if this amount is lower is exercised; other shares issued or sold during the term of this authorization under the exclusion of shareholders' subscription rights pursuant to or in application mutatis mutandis of Section 186 (3) sentence 4 AktG shall be counted towards this 10 % threshold; shares issued or to be issued for the servicing of bonds with warrants, convertible bonds and/or participating bonds, as well as profit participation certificates to the extent the aforementioned bonds and/or profit participation certificates have been issued during the term of this authorization under exclusion of subscription rights in application mutatis mutandis of Section 186 (3) sentence 4 AktG shall also be counted towards this 10 % threshold; if the new shares are to be issued in connection with shareholding or other sharebased programs to members of the Board of Management of the Company or members of the representative body of an affiliated company or to employees of the Company or an affiliated company, whereby the employment at or membership in the corporate body of the Company or an affiliated company must exist as of the grant date of the share issuance; to the extent members of the Board of Management shall be granted shares, this decision shall be made by the Supervisory Board of the company; if the new shares shall be used for an initial offering of the Company's shares on a foreign exchange, on which the shares have not previously been admitted for trading; the authorization applies mutatis mutandis for the initial public offering of receipts or certificates representing shares; for capital increases against non-cash contributions for purposes of corporate mergers or the acquisition of companies, parts of companies, equity interests in companies or other assets. The Board of Management is authorized, with the consent of the Supervisory Board, to stipulate the additional content of the share rights and the conditions of the share issuance." 7

8 Report of the Board of Management to the Annual General Meeting on Item 6 of the Agenda pursuant to Sections 203 (1) and (2) and 186 (4) sentence 2 AktG The authorization of the Board of Management, with the consent of the Supervisory Board, to increase the share capital by up to EUR 240,000,000 (Section 5 (2) of the Articles of Association), expires on April 20, The Board of Management and the Supervisory Board propose replacing the existing authorized capital by a new authorization in the same amount (Authorized Capital 2013). The authorization shall be valid until May 28, 2018 and have the same scope of EUR 240,000,000. The Authorized Capital 2013 provides the Company the ability to acquire new equity quickly, flexibly and economically in accordance with international standards. In addition, it is intended for use in connection with corporate mergers or the acquisition of companies, parts of companies, equity interests in companies or other assets. Shareholders generally have a statutory subscription right upon utilization of the Authorized Capital However, the Board of Management shall have the option of excluding the shareholders' subscription rights in the instances stipulated in the authorization. The Authorized Capital 2013 in the amount of EUR 240,000,000 proposed by the Board of Management and the Supervisory Board corresponds to approximately % of the share capital. It does not exhaust the statutory scope of 50 % of the share capital. The option to exclude shareholders' subscription rights is restricted accordingly. When deciding on an exclusion of the shareholders' subscription rights, the Board of Management will also take into account whether and to what extent shares have already been issued from the new contingent capital proposed under agenda item 7, without having granted the shareholders a subscription right to the shares from the contingent capital or to the financial instruments which the shares from the contingent capital service. The Board of Management will exercise the authorization on the exclusion of the subscription rights only up to a maximum of 20 % of the share capital, including also the shares that have been issued without shareholders' subscription rights from the contingent capital proposed under agenda item 7. The Board of Management requires the consent of the Supervisory Board to exclude subscription rights in each instance. The authorization on the exclusion of subscription rights is intended for six groups of cases. The first case concerns fractional amounts that may arise due to the subscription ratio. The authorization to exclude shareholders' subscription rights to so-called floating fractional shares facilitates settlement of a subscription rights issue if fractional amounts arise due to the issue volume or to present a practicable subscription ratio. The Company will utilize the new shares excluded from the subscription right at arm's length terms to protect the share price. 8

9 The second case provides for the option of being able to offer the new shares from the authorized capital for subscription not only to the Company's shareholders, but also to the holders (or creditors) of convertible bonds or bonds with warrants issued by Deutsche Post AG or its Group companies to the extent to which they would be entitled after exercising the warrant or conversion right or upon satisfaction of the warrant or conversion obligation. This enables the Company to also grant any dilution protection provided for in the bond or warrant terms in favor of holders (or creditors) of the convertible bonds or bonds with warrants upon an issue of shares from the Authorized Capital 2013 without compensatory payments to be paid in cash or reducing the conversion or warrant price. The third case opens the possibility for excluding subscription rights if the shares will be issued for cash contributions and the issue price is not substantially lower than the market price. This authorization makes use of the option for simplified exclusion of subscription rights provided by Section 203 (1) sentence 1 in conjunction with Section 186 (3) sentence 4 AktG. This allows the Company to utilize market opportunities on the capital markets quickly and flexibly. It also saves the time and expense of settling the subscription rights. The setting of the issue price close to the market price results in a high cash inflow. In addition, the Company gains the ability to offer its shares to investors, in particular institutional investors in Germany and abroad, in the interest of expanding the Company's shareholder base. Due to the statutory minimum subscription period of two weeks, the options for reacting rapidly to short-term favorable market conditions are limited with a share issue with subscription rights. In addition, the successful placement of a share issue with subscription rights entails additional risks due to the uncertainty about the extent to which the rights will be exercised. In the interest of avoiding dilution, the issue price will be set near the market price. This gives all shareholders the opportunity to purchase the shares needed to maintain their ownership interests via the stock exchange at virtually the same conditions. In addition, the Board of Management will endeavor to keep any discount to the market price as small as possible taking into account current market conditions. The authorization to exclude subscription rights is limited to 10 % of the Company's share capital. Shares that are issued or sold during the term of the authorization proposed under agenda item 6 under exclusion of the shareholders' subscription rights in accordance with or in application mutatis mutandis of Section 186 (3) sentence 4 AktG shall be counted towards this 10 % threshold; shares that are issued or to be issued for the servicing of bonds with warrants, convertible bonds and/or participating bonds as well as profit participation certificates shall also be counted towards the threshold to the extent that the aforementioned bonds or profit participation certificates have been issued during the term of this authorization under exclusion of the subscription rights in application mutatis mutandis of Section 186 (3) sentence 4 AktG. 9

10 10 The fourth case permits the exclusion of the shareholders' subscription rights in order to issue new shares to members of the Company's Board of Management or the representative body of an affiliate of the Company or to employees of the Company or an affiliate. This is intended to make it possible to restrict the issue of shares to a certain group of persons or to certain persons within the aforementioned group in compliance with labor law requirements. To the extent the new shares are to be issued to members of the Company's Board of Management, under the authorization granted by the Annual General Meeting and pursuant to the allocation of responsibilities under German stock corporation law, the decision shall not be made by the Company's Board of Management but by the Supervisory Board of the Company. The granting of shares to members of the Board of Management is not provided for in their current remuneration system (also see the remuneration report with the information on the structure of remuneration for the Board of Management in the annual report 2012, p. 124 et. seqq.). There are also no plans for this. The issuance of shares to executives and/or employees enhances identification with the Company and encourages the readiness to assume responsibility in the Company. The share-based remuneration also offers the ability to link the remuneration of executives and/or employees to the long term development of the Company in appropriate cases. Deutsche Post AG has established a global share matching plan for executives of the Group. Under this plan, executives with an RCS (Role Classification System) of Grade B to D must invest 15 %, and can invest up to 50 %, of their annual variable remuneration in Deutsche Post shares at the current market price. Executives with an RCS of Grade E to F can invest up to 50 % of their annual variable remuneration in Deutsche Post shares at the current market price. After expiration of a four-year holding period and corresponding employment with the Group, the executives receive one free share for each Deutsche Post share purchased under the plan and held for the entire period. The Company wants to have the option of issuing the shares that are to be invested in by the participating executives as a prerequisite for participating in the global share matching plan (Investment Shares) and, if and to the extent the legal requirements are met, also the free shares from the Authorized Capital In order to be able to issue new shares as compensation to executives and/or employees or as Investment Shares, it must be possible to exclude the shareholders' subscription rights. The authorization to exclude subscription rights given under agenda item 6 is not restricted to the servicing of the existing share matching plan. In addition to a direct granting of new shares to members of the Company's Board of Management or the representative body of an affiliate or to employees of the Company or an affiliate, shares may also be acquired by a financial institution or other entity meeting the requirements set out in Section 186 (5) sentence 1 AktG subject to the stipulation that they use them exclusively for the purpose of granting them to persons from the aforementioned group or to repay a securities loan that was taken out exclusively for that purpose. This method can facilitate settlement of the granting of remu-

11 nerative shares. In all cases the Board of Management will ensure that in economic terms the new shares are issued exclusively in connection with the issued authorization to members of the Company's Board of Management or the representative body of an affiliate of the Company or to employees of the Company or an affiliated company. The fifth case provides for the exclusion of the shareholders' subscription right with the consent of the Supervisory Board if the new shares are to be used to list the Company's shares on a foreign exchange on which the shares have not been previously admitted for trading and applies mutatis mutandis to the initial public offering of receipts or certificates representing shares. The Company is committed to continually expanding its shareholder base outside Germany as well so that the geographical distribution of its investors reflects the development of business and revenue generated in the individual regions. This approach is in line with Deutsche Post DHL's global orientation as the world's leading postal and logistics group. The listing of shares on a foreign exchange can support the goal of expanding the shareholder base. A large number of investors are only prepared to invest if the shares are admitted to trading on their domestic exchanges. Deutsche Post AG therefore seeks to reserve the option that will enable it to list its shares for trading on selected exchanges outside Germany. There are no specific plans to list the Company's shares on any foreign stock exchange. In order to begin trading on a foreign stock exchange, the issuer is generally required to make shares available so as to ensure that the shares (or receipts or certificates representing shares) are admitted to trading or to assist in trading activity after the shares have been admitted. This is only possible if Deutsche Post AG is not required to offer the new shares to its own shareholders for purchase. In keeping with the objective, the new shares are intended to be issued to a large number of broadly diverse investors. The setting of the selling price will take the market situation on the foreign stock exchange into account. In the event that, for the purpose of ensuring orderly trading, the shares can only be offered at a discount to the exchange price in Germany, the Board of Management shall endeavor to keep the discount to a minimum. The initial listing price of the shares will not be more than 8 % to a maximum of 10 % (excluding transaction costs) below the closing price of previously listed shares of the Company with identical features in Xetra trading (or a comparable successor system) on the Frankfurt Stock Exchange on the last exchange trading day prior to the date on which the new shares are listed. The foregoing applies mutatis mutandis if trading is to open in the form of receipts or certificates representing shares. The sixth case governs the exclusion of the shareholders' subscription rights in the event of capital increases against non-cash contributions. The Company should have the ability to offer shares from the authorized capital as non-cash consideration for corporate mergers or the acquisition of companies, parts of companies, equity inter- 11

12 ests in companies (including increasing the shareholding) or other assets instead of paying cash consideration. The authorization is intended to provide the Company with the necessary freedom to take advantage of opportunities to acquire companies, parts of companies, equity interests in companies and other assets as well as to implement corporate mergers quickly and flexibly in international competition. The ability to offer shares as consideration for the acquisition of companies or equity interests carries considerable weight. However, it may also be in the Company's interest to be able to offer shares as consideration when acquiring other assets. This will generally apply to items of tangible fixed or intangible assets. The authorization is also intended to afford the option of granting shares to holders of securitized or unsecuritized cash claims in lieu of cash payment, e.g., in instances where the Company has undertaken to make a cash payment when acquiring a company and subsequently intends to offer shares instead of cash. The granting of shares eases the Company's liquidity and can assist in optimizing its financial structure. Currently, there are no plans to acquire companies, parts of companies, equity interests in companies or other assets in exchange for the issuance of new shares. The Board of Management will decide in consideration of the potential alternatives, on a case by case basis, with the consent of the Supervisory Board, whether the option to issue shares under the exclusion of shareholders' subscription rights will be used for a possible corporate merger or acquisition of companies, parts of companies, equity interests in companies or other assets. The Board of Management will ensure that the number of shares granted as consideration for non-cash contributions will be at an adequate ratio to the value of the non-cash contributions. In order to facilitate settlement of the statutory subscription rights, the new shares can also be taken over by one or more financial institutions subject to the obligation that they offer the shares to shareholders for subscription in line with common corporate financing practices (indirect subscription right within the meaning of Section 186 (5) AktG). Companies subject to Section 53 (1) sentence 1 or Section 53 b (1) sentence 1 or (7) KWG are legally equated with financial institutions. In that event the statutory subscription right will not be substantially restricted, but rather only serviced by the financial institution(s) and not by the Company in order to facilitate settlement. The Board of Management will report to the Annual General Meeting on each utilization of the Authorized Capital

13 7. Authorization to issue bonds with warrants, convertible bonds and/or participating bonds and profit participation certificates (or combinations of these instruments) and to exclude subscription rights together with concurrent creation of a contingent capital as well as amendment of the Articles of Association The authorization of the Board of Management, dated May 25, 2011, to issue bonds with warrants, convertible bonds and/or participating bonds, with the consent of the Supervisory Board, was utilized in full in December The Board of Management and the Supervisory Board propose adoption of the following resolution: a) Authorization to issue bonds with warrants, convertible bonds and/or participating bonds and profit participation certificates aa) Nominal amount, authorization period, number of shares The Board of Management, with the consent of the Supervisory Board, is authorized to issue on one or more occasions until May 28, 2018, bearer or registered bonds with warrants, convertible bonds and/or participating bonds and profit participation certificates, including combinations of the aforementioned instruments (hereinafter referred to collectively as bonds ) in the total nominal amount of up to EUR 1,500,000,000 with a limited or unlimited term and to grant the bond holders or bond creditors warrant or conversion rights to up to 75,000,000 registered shares of the Company representing a proportionate interest in the share capital totaling up to EUR 75,000,000 subject to the bond terms. The bonds may also be issued against non-cash contributions. The bonds may be denominated in euros or restricted to the equivalent amount in euros in the legal currency of any OECD country. They may be issued by Group companies of Deutsche Post AG; in such instances, the Board of Management is authorized, with the consent of the Supervisory Board, to assume the guarantee for the bonds on behalf of the Company and to grant the holders of warrant or conversion rights or obligations under such bonds new, registered shares in Deutsche Post AG. bb) Subscription rights and exclusion of subscription rights Shareholders are generally entitled to a subscription right to the bonds. The bonds may also be taken over by one or more financial institutions subject to the stipulation that they offer the bonds to shareholders for subscription (indirect subscription right). Companies subject to Section 53 (1) sentence 1 or Section 53 b (1) sentence 1 or (7) KWG are legally equated with financial institutions. Where the bonds are issued by Group companies of Deutsche Post AG, Deutsche Post AG shall ensure that the bonds 13

14 are offered to the shareholders of Deutsche Post AG for subscription or that the statutory subscription right of the shareholders is excluded in accordance with this authorization. The Board of Management is authorized, with the consent of the Supervisory Board, to exclude the shareholders' subscription rights to bonds: for fractional amounts arising due to the subscription ratio; to the extent it is necessary in order to grant the holders of previously issued bonds with warrant or conversion rights or warrant or conversion obligations a subscription right to bonds to the extent they would be entitled after exercising the warrant or conversion rights or satisfying the warrant or conversion obligations; if the bonds are issued against cash consideration and the issue price of the bonds is not substantially lower than the theoretical market value of the bonds as calculated in accordance with recognized methods of financial mathematics, or than the market value of the bonds as determined using a recognized market-based procedure, as of the date on which the issue price is finally determined; in this instance, warrant or conversion rights or warrant or conversion obligations to shares representing only up to 10 % of the existing share capital as of the date on which this authorization enters into force or if this amount is lower is exercised, may be granted with respect to the bonds issued under exclusion of the shareholders' subscription rights; shares issued or sold during the term of this authorization under exclusion of the shareholders' subscription rights pursuant to or in application mutatis mutandis of Section 186 (3) sentence 4 AktG shall be counted towards the foregoing maximum amount; shares issued or to be issued for the servicing of bonds with warrants, convertible bonds and/or participating bonds or profit participation certificates shall also be counted towards such threshold to the extent the aforementioned bonds and/ or profit participation certificates were issued during the term of this authorization under exclusion of subscription rights in application mutatis mutandis of Section 186 (3) sentence 4 AktG; if and to the extent the bonds are issued against non-cash contributions for purposes of corporate mergers or the acquisition of companies, parts of companies, equity interests in companies or other assets. In addition to the aforementioned options to exclude subscription rights, the Board of Management is authorized, with the consent of the Supervisory Board, to exclude the shareholders' subscription rights to participating bonds and/or profit participation certificates if these (i) do not grant any warrant or conversion rights and do not constitute any warrant or conversion obligations, (ii) have the characteristics of a debenture and (iii) the interest rate and issue price of the participating bonds or profit participation certificates are in line with current market conditions at the time of their issue. Partici- 14

15 pating bonds and profit participation certificates have the characteristics of a debenture if they do not constitute any shareholder rights, do not grant any entitlement to liquidation proceeds and if the interest payment is not based on the net profit for the period. The interest payment is not based on the net profit for the period if the only criterion is that the payment of interest does not result in a net loss for the year or an accumulated loss or that the interest payment does not exceed the dividend to be paid to shareholders or does not exceed a set portion of the dividend. The aforementioned authorizations on the exclusion of the subscription rights are issued independently from one another. They do not affect the authorization to issue the bonds under a granting of subscription rights to the shareholders or to one or more financial institutions or financial services companies equated with financial institutions subject to the stipulation that they offer the bonds to shareholders for subscription (indirect subscription right). cc) Warrant right If bonds with warrants are issued, each shall have one or several warrants attached to it, granting the holder the right to subscribe to no-par value registered shares in Deutsche Post AG in accordance with the detailed provisions of the warrant terms to be stipulated by the Board of Management. The warrant terms may stipulate that the price of the warrant may also be satisfied by transferring bonds and, if applicable, an additional cash payment. To the extent fractional shares are created, the warrant or bond terms may stipulate that such fractional shares may be combined to subscribe to whole shares, where applicable against an additional payment. dd) Conversion right In the event that bonds are issued with conversion rights, the bond holders shall have the right to exchange their bonds for no-par value registered shares in Deutsche Post AG in accordance with the bond terms to be stipulated by the Board of Management. The exchange ratio is calculated by dividing the nominal amount, or the issue price of the bond by the conversion price stipulated for one share in the Company, and may be rounded up or down to a whole number; an additional cash payment may also be stipulated, as well as the combination of fractional shares or compensation for nonconvertible fractional shares. 15

16 ee) Warrant or conversion obligation, right to delivery of shares The bond terms may also stipulate an obligation to exercise warrant or conversion rights, as well as stipulate the right of Deutsche Post AG or one of its Group companies to grant the bond holders or creditors shares of Deutsche Post AG as full or partial substitution for payment of a cash amount due, specifically, at maturity or on other dates. ff) Warrant or conversion price The bond terms may stipulate a variable warrant or conversion price. Unless expressly permitted below, the relevant warrant or conversion price to be set may not fall below 50 % of the pertinent reference price of the shares of Deutsche Post AG (minimum price). The pertinent reference price shall be the non-volume weighted average of the closing prices in Xetra trading (or a comparable successor system) on the Frankfurt Stock Exchange either on the last ten trading days prior to the date of the Board of Management's resolution to issue the bonds or where a subscription right is granted on the trading days during which the subscription rights may be exercised, excluding the last three trading days during this period. In the case of bonds with a warrant or conversion obligation, or in the case of bonds for which Deutsche Post AG or one of its Group companies has the right to grant shares of Deutsche Post AG in lieu of a cash amount due, the last ten trading days before or after the maturity date of the bonds may also be selected as the period for determining the reference price. gg) Further structuring options Without prejudice to Section 9 (1) AktG, the warrant or conversion price may be reduced in accordance with the detailed provisions of the bond terms pursuant to an anti-dilution clause if, during the warrant or conversion period the Company increases its share capital while granting subscription rights to its shareholders or through a capital increase from retained earnings or issues additional bonds or grants, creates, or guarantees additional warrant or conversion rights or obligations, and no subscription rights are granted to holders of existing bonds with warrants or convertible bonds or holders of warrant or conversion obligations to which they would be entitled after exercising the warrant or conversion rights or upon satisfaction of the warrant or conversion obligation. The warrant or conversion price may also be reduced by cash payment upon the exercise of the warrant or conversion right or upon satisfaction of the warrant or conversion obligation or by a reduction of the additional payment. The bond terms may also stipulate an adjustment of the warrant or conversion rights or obligations in the event of a capital reduction, restructuring, dividend payout, change of control in favor of third parties or similar events. In all such instances, the adjustment shall be 16

17 made based on Section 216 (3) AktG such that the economic value of the warrant or conversion rights or warrant or conversion obligations following the adjustment is essentially equal to the economic value of the warrant or conversion rights or obligations immediately prior to the event triggering the adjustment. In the event of a change of control in favor of third parties, an adjustment of the warrant or conversion rights or obligations to market conditions may be stipulated. The bond terms may stipulate the right of the Company and/or its Group companies not to grant new shares in the event that warrant or conversion rights are exercised or a warrant or conversion obligation arises, but instead to pay a cash amount in accordance with the detailed provisions of the bond terms. The bond terms may also stipulate that in the event that warrant or conversion rights are exercised or a warrant or conversion obligation arises, existing shares of the Company may be delivered instead of new shares. The bond interest rate may be variable in whole or in part. If the interest payment is dependent or based on net profit for the period, it may be made dependent on the Company s and/or the Group's profit ratios (including net retained profits or the dividend for shares of Deutsche Post AG stipulated by the resolution on the appropriation of profits). In that event, the bonds do not have to feature a warrant or conversion right or a warrant or conversion obligation. The Board of Management is authorized, with the consent of the Supervisory Board, to stipulate the further specifications regarding the issue and features of the bonds, particularly with regard to the warrant or conversion period, the warrant or conversion price, interest payment, issue price, term, denomination, anti-dilution provisions and other adjustments to the warrant and conversion rights or obligations, and obligations to pay arrears for payments omitted in previous years, or to determine these specifications in consultation with the governing bodies of the Group company of Deutsche Post AG issuing the bonds. The provisions of Sections 9 (1), 199 (2) AktG must be observed in any event. b) Contingent capital The share capital is contingently increased by up to EUR 75,000,000 through the issue of up to 75,000,000 new, no-par value registered shares (Contingent Capital 2013). The contingent capital increase serves to grant warrant or conversion rights or to service warrant or conversion obligations as well as to grant shares in lieu of cash payments to holders of bonds issued by the Company or its Group companies in accordance with the authorization resolution of the Annual General Meeting on May 29, The new shares shall be issued at the warrant or conversion price stipulated in accordance with the authorization resolution of the Annual General Meeting on May 29,

18 The contingent capital increase shall only be implemented if and to the extent that the holders or creditors of bonds that are issued or guaranteed based on the authorization resolution of the Annual General Meeting on May 29, 2013 exercise their warrant or conversion rights, satisfy their warrant or conversion obligations or shares are granted to holders or creditors of these bonds in lieu of cash payments and other means of satisfaction are not used for servicing. The new shares participate in profits from the beginning of the fiscal year in which they are issued. The Board of Management is authorized, with the consent of the Supervisory Board, to stipulate the additional details for implementing the contingent capital increase. c) Amendment to the Articles of Association The following new paragraph 4 is entered following Section 5 (3) of the Articles of Association: "The share capital is contingently increased by up to EUR 75,000,000 through the issue of up to 75,000,000 new, no-par value registered shares (Contingent Capital 2013). The contingent capital increase serves to grant warrant or conversion rights or to service warrant or conversion obligations as well as to grant shares in lieu of cash payments to holders of bonds issued by the Company or its Group companies in accordance with the authorization resolution of the Annual General Meeting on May 29, The new shares shall be issued at the warrant or conversion price stipulated in accordance with the authorization resolution of the Annual General Meeting on May 29, The contingent capital increase shall only be implemented if and to the extent that the holders or creditors of bonds that are issued or guaranteed based on the authorization resolution of the Annual General Meeting on May 29, 2013 exercise their warrant or conversion rights, satisfy their warrant or conversion obligations or shares are granted to holders or creditors of these bonds in lieu of cash payments and other means of satisfaction are not used for servicing. The new shares participate in profits from the beginning of the fiscal year in which they are issued. The Board of Management is authorized, with the consent of the Supervisory Board, to stipulate the additional details for implementing the contingent capital increase. Section 5 (4) through (7) of the Articles of Association in the currently applicable version become Section 5 (5) through (8) of the Articles of Association. 18

19 Report of the Board of Management to the Annual General Meeting on item 7 of the agenda pursuant to Section 221 (4) sentence 2 and Section 186 (4) sentence 2 AktG The proposed authorization to issue bonds with warrants, convertible bonds and/or participating bonds and profit participation certificates, including combinations of the aforementioned instruments (hereinafter referred to collectively as bonds ) in the total nominal amount of up to EUR 1,500,000,000 and the creation of a contingent capital of up to EUR 75,000,000 afford the Company the option of financing its activities fast and flexibly via capital markets in the following five years by issuing the aforementioned instruments. The proposed authorization is intended to replace the fully utilized authorization dated May 25, Please see the proposed resolution of the Board of Management and the Supervisory Board under agenda item 7 with regard to the details of the authorization. Shareholders generally have a legal subscription right to subscribe to bonds upon issue (Section 221 (4) in conjunction with Section 186 (1) AktG). However, the Board of Management shall have the option of excluding the shareholders' subscription rights in the instances stipulated in the authorization. The new contingent capital in the amount of EUR 75,000,000 proposed by the Board of Management and the Supervisory Board corresponds to approximately 6.2 % of the share capital. It does not exhaust the statutory scope of 50 % of share capital. The option to exclude shareholders' subscription rights is restricted accordingly. When deciding on an exclusion of subscription rights, the Board of Management will also take into account whether and to what extent shares have already been issued from the Authorized Capital 2013 proposed under agenda item 6, under exclusion of the shareholders' subscription rights. The Board of Management will exercise the authorization on the exclusion of the subscription rights also including the shares that have been issued without shareholders' subscription rights from the Authorized Capital 2013 proposed under agenda item 6 only up to a maximum of 20 % of the share capital. The Board of Management requires the consent of the Supervisory Board to exclude subscription rights in each instance. The authorization on the exclusion of subscription rights is intended for four groups of cases and in the event of the issuance of participating bonds and profit participation certificates having the characteristics of a debenture. The first case concerns fractional amounts that may arise due to the subscription ratio. The authorization to exclude shareholders' subscription rights to so-called floating fractional shares facilitates settlement of a subscription rights issue if fractional amounts arise due to the issue volume or to present a practicable subscription ratio. The Company will utilize the bonds excluded from the subscription right at arm's length terms to protect the share price. 19

20 The second case provides for the option of being able to offer the bonds for subscription not only to the Company's shareholders, but also to the holders (or creditors) of convertible bonds or bonds with warrants issued by Deutsche Post AG or its Group companies to the extent to which they would be entitled after exercising the warrant or conversion rights or upon satisfaction of the warrant or conversion obligation. This enables the Company to also grant any dilution protection provided for in the bond or warrant terms in favor of holders (or creditors) of the convertible bonds or bonds with warrants upon an issue of bonds under the authorization proposed under agenda item 7 without compensatory payments to be paid in cash or reducing the conversion or warrant price. The third case opens the possibility to exclude subscription rights if the bonds are issued against cash consideration and the issue price of the bonds is not substantially lower than the theoretical market value of the bonds as calculated in accordance with recognized methods of financial mathematics, or than the market value of the bonds as determined using a recognized market-based procedure, as of the date on which the issue price is finally determined. This allows the Company to utilize market opportunities on the financial and capital markets quickly and flexibly. It also saves the time and expense of settling the subscription rights. The setting of the issue conditions close to the market results in a high cash inflow. In addition, the Company gains the ability to offer its bonds to investors, in particular institutional investors in Germany and abroad, in the interest of expanding the Company's shareholder base. Due to the statutory minimum subscription period of two weeks, the options for reacting rapidly to short-term favorable market conditions are limited with an issue with subscription rights. In addition, the successful placement of an issue with subscription rights entails additional risks due to the uncertainty about the extent to which the rights will be exercised. In the interest of avoiding dilution, the issue price of the bonds will not be substantially lower than the theoretical market value of the bonds as calculated in accordance with recognized methods of financial mathematics, or than the market value of the bonds as determined using a recognized market-based procedure, as of the date on which the issue price is finally determined. This gives all shareholders the opportunity to purchase the shares needed to maintain their ownership interests via the stock exchange at virtually comparable conditions. Accelerated bookbuilding is considered as an example of a recognized market-based procedure for determining the market value. The Board of Management will endeavor to keep any discount to the market value as small as possible taking into account current market conditions. Warrant or conversion rights or warrant or conversion obligations to shares representing only up to 10 % of the existing share capital as of the date on which this authorization enters into force or if this amount is lower is exercised, may be granted with respect to the bonds issued under exclusion of the shareholders' subscription rights. Compliance with this legal restric- 20