Disclosures required under Sections 289a and 315a HGB and explanatory report
Composition of issued capital, voting rights and transfer of shares
As of December 31, 2024, the company’s share capital totaled €1,200,000,000.00 and was composed of the same number of no-par-value registered shares. Each share carries the same rights and obligations stipulated by law and/or in the company’s Articles of Association and entitles the holder to one vote at the Annual General Meeting (AGM). The company has not issued preference shares without voting rights or shares with special rights conveying powers of control.
The exercise of voting rights and the transfer of shares are based upon statutory provisions and the company’s Articles of Association, which place no restrictions on the exercise of voting rights or the transfer of shares. Under the Employee Share Plan share-based remuneration program, stocks are subject to time-related trading restrictions during the two-year holding period. As of December 31, 2024, Deutsche Post AG held a total of 46,783,573 treasury shares, which are excluded from rights for the company in accordance with Section 71b AktG.
Shareholdings exceeding 10% of voting rights
KfW Bankengruppe (KfW), Frankfurt am Main, is our largest shareholder. On December 31, 2024, it held 16.99% of share capital. The Federal Republic of Germany – including via KfW – holds a 17.31% stake in the share capital of Deutsche Post AG as of December 31, 2024.
Appointment and replacement of members of the Board of Management
The members of the Board of Management are appointed and replaced in accordance with the relevant statutory provisions (cf. Sections 84 and 85 AktG and Section 31 MitbestG). 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. If the Board of Management is comprised of more than three persons, at least one woman and at least one man must be members of the Board, cf. Section 76 (3a) AktG.
Amendments to the Articles of Association
In accordance with Section 119 (1), Number 6, and Section 179 (1), Sentence 1, 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 (1) AktG, such amendments generally require a simple majority of the votes cast and a simple majority of the share capital represented on the date of the resolution. In such instances where the law requires a greater majority for amendments to the Articles of Association, that majority is decisive.
Board of Management authorization, particularly regarding the issue and buyback of shares
The Board of Management is authorized, subject to the consent of the Supervisory Board, to issue up to 130 million new no-par-value registered shares (2021 Authorized Capital). Details may be found in Article 5 (2) of the Articles of Association. The Articles of Association can be accessed on the company’s website or in the electronic company register. They may also be viewed in the commercial register of the Bonn Local Court.
The Board of Management has furthermore been authorized by resolution of the AGMs of April 28, 2017 (agenda item 7), August 27, 2020 (agenda item 7), and May 6, 2022 (agenda items 8 and 9), to issue Performance Share Units (PSUs). The authorization resolutions are included in the notarized minutes of the AGM, which can be viewed in the commercial register. In order to service both current PSUs and those yet to be issued, the AGM approved contingent capital increases. Details may be found in Article 5 of the Articles of Association. As of December 31, 2024, the PSUs already issued conferred rights to up to 28,730,284 Deutsche Post AG shares, assuming the conditions are met. Under the authorizations granted, up to 51,171,534 additional PSUs may still be issued.
The AGM of May 4, 2023, authorized the company to buy back shares on or before May 3, 2028, up to an amount not to exceed 10% of the share capital existing as of the date of adoption of the resolution. Further details, including the option of using the treasury shares acquired on that basis or on the basis of a preceding authorization, may be found in the authorization resolution adopted by the AGM of May 4, 2023 (agenda item 6). In addition, the AGM of May 4, 2023, authorized the Board of Management to buy back shares within the scope specified in agenda item 6, including through the use of derivatives (agenda item 7). The company repurchased a total of 31,413,274 shares in the fiscal year based upon the authorization resolution.
Significant agreements that are conditional upon a change of 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 of control
Deutsche Post AG holds a syndicated credit facility with a volume of €4 billion under an agreement entered into with a consortium of banks. If a change of control within the meaning of the agreement occurs, each member of the bank consortium is entitled, under certain conditions, to cancel its share of the credit facility as well as its share of any outstanding loans and to request repayment. The terms and conditions of the bonds issued under the Debt Issuance Program established in March 2012 and those of the convertible bond issued in December 2017 also contain change-of-control clauses. In the event of a change of control within the meaning of those terms and conditions, creditors are, under certain conditions, granted the right to demand early redemption of the respective bonds. Finally, two framework agreements are in place with a vehicle supplier, on the basis of which vehicles with a total value in the mid-double-digit-million range were purchased in the reporting period and which can be terminated without notice by the contractual partner in the event of a change of control.
In the event of a change of control, any member of the Board of Management is entitled to resign their office for good cause within a period of six months following the change of control after giving three months’ notice to the end of a given month, and to terminate their Board of Management contract (right to early termination). This is not associated with a severance payment claim. With regard to the Annual Bonus Plan with Share Matching for executives, the holding period for the shares will become invalid with immediate effect in the event of a change of control of the company. The participating executives will receive the total number of matching shares corresponding to their investment (or a cash equivalent) in due course. In such a case, the employer will be responsible for any tax disadvantages resulting from a reduction of the holding period. Taxes normally incurred after the holding period are exempt from this provision. Under the Employee Share Plan and the “myShares” employee participation program, if a change of control occurs, any amounts that have already been invested and for which shares have yet to be delivered are reimbursed. For the Employee Share Plan, the holding period stipulated in this plan is waived effective immediately for shares that have already been granted.
