KfW Bankengruppe (KfW), Frankfurt am Main, is our largest shareholder, holding around 30.5% of the share capital. The Federal Republic of Germany holds an indirect stake in Deutsche Post AG via KfW. According to the notifications we have received pursuant to Sections 21 ff. of the Wertpapierhandelsgesetz (WpHG – German securities trading act), KfW and the German government are the only shareholders who own more than 10% of the share capital, either directly or indirectly.
The members of the Board of Management are appointed and replaced in accordance with the relevant legal provisions (Sections 84 and 85 of the Aktiengesetz (AktG – German stock corporation act) and Section 31 of the Mitbestimmungsgesetz (MitbestG – German co-determination act)). In accordance with Section 84 of the AktG and Section 31 of the MitbestG, members of the Board of Management are appointed by the Supervisory Board for a maximum of five years. They may be reappointed or have their term of office extended, in each case for a maximum of five years. Article 6 of the Articles of Association stipulates that the Board of Management must have at least two members. Beyond that, the number of Board members is determined by the Supervisory Board, which may also appoint a chairman and deputy chairman of the Board of Management. Details of changes on the Board of Management during the year under review are reported in Business activities and organisation.
In accordance with Section 119 (1), No. 5 and Section 179 (1), sentence 1 of the AktG, amendments to the Articles of Association are adopted by resolution of the AGM. In accordance with Article 21 (2) of the Articles of Association in conjunction with Sections 179 (2) and 133 of the AktG, such amendments generally require a simple majority of the votes cast and a simple majority of the share capital represented. In cases where the law requires a larger majority for amendments to the Articles of Association, that majority is decisive.
Under Article 14 (7) of the Articles of Association, the Supervisory Board has the authority to resolve amendments to the Articles of Association in cases where the amendments affect only the wording. In addition, AGM resolutions passed on 5 June 2003 (Contingent Capital II), 18 May 2005 (2005 authorised capital) and 8 May 2007 (Contingent Capital III) authorised the Supervisory Board to amend the wording of the Articles of Association to reflect the respective share issue or the use of authorised capital and following the expiry of the respective authorisation period.
Subject to the consent of the Supervisory Board, the Board of Management is authorised to issue up to 174,796,228 new no-par value registered shares in exchange for non-cash contributions in the period to 17 May 2010 and thereby increase the company’s share capital by up to €174,796,228 (2005 authorised capital, Article 5 (2) of the Articles of Association).