Report
Expert Corporate Governance Service (ECGS)
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Deutsche Post - AGM 27 August 2020

General: The AGM is to be held in the form of a virtual AGM in accordance with the German Law to Mitigate the Consequences of the COVID-19 Pandemic. The physical presence of shareholders or their authorised proxies is not possible. The voting rights may therefore be exercised solely by postal vote or by granting authority to the proxies designated by the Company.

Supervisory Board member Roland Oetker (scheduled to resign at the close of the AGM 2020) is the former President and since 2008 Honorary President of DSW, the local partner of ECGS. This report has been prepared using standard ECGS guidelines.

Item 5: PwC, Düsseldorf, is proposed as auditor for the current financial year. We have no concerns over the ratio of non-audit/audit fees. However, we note that PwC or its predecessors have audited the Company since the financial year 1995 which exceeds our maximum acceptable term of office. We therefore recommend opposing the re-election of PwC as auditor.

Item 6a: We recommend to oppose the election of Dr. Jörg Kukies to the Supervisory Board due to concerns over aggregate time commitments.

Item 8: The Company shall be authorised until 26 August 2023 to issue bonds with warrants, convertible bonds and/or participating bonds and profit participation certificates (bonds) up to a face value of EUR 1.5bn with conversion/option rights for shares in the Company with a proportionate share in the capital stock of up to EUR 40m (~3.23% of the share capital). The capital stock shall be conditionally increased accordingly. We recommend opposition as the total shares issued while disapplying preemptive rights under the proposed authorisation and the existing Authorised Capital 2017 may together reach up to 16.17% of the share capital which exceeds our guidelines.

Underlying
DHL GROUP

Deutsche Post is a mail and logistics services group. In its Mail division, Co. provides domestic and international mail and parcels and is engaged in dialogue marketing, nationwide press distribution services and the electronic services related to mail delivery. Co.'s Express division provides courier and express services to business and private customers globally. Co.'s Global Forwarding, Freight division manages the carriage of goods by rail, road, air and sea, ranging from container transport to solutions for industrial projects. Co.'s Supply Chain division provides warehousing, managed transport and services at every link in the supply chain for customers in a variety of industries.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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Expert Corporate Governance Service (ECGS)

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