DHL Corporation and Subsidiaries - Page 93

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          used to purchase some of the DHL shares of DHL’s minority                   
          shareholders.  The DHL shareholders agreed that, for purposes of            
          determining the amount to be paid for the minority shareholders’            
          shares, DHL was worth one-third of the total offer for all three            
               During the December 1990 through August 1992 period, before            
          the foreign investors exercised their option, the DHL                       
          shareholders, through and as DHL directors, had veto power over             
          the following actions by the boards of DHLI and MNV:                        
              (1)  Any change in the employment of Lupo, P. Y. Kuijpers,             
          Robert Parker, and Errol Gates;                                             
               (2)  any issuance of DHL shares or other related securities;           
               (3)  any debt or lease financing by DHL, with certain                  
          exceptions for refinancings, lease financings below $3 million,             
          and borrowings totaling less than $5 million;                               
               (4)  any material change to the business of DHL, except for            
          a reasonable commitment of DHL’s resources to development of                
          heavy freight transportation capability;                                    
               (5)  any change in DHL’s auditors or accounting policy.                
          During that same period, among others, the following actions were           
          subject to supermajority (would require agreement of some board             
          members controlled by the DHL shareholders) approval by the DHLI            
          and MNV boards:                                                             
               (1)  Any amendment to the bylaws and memorandum and articles           
          of association;                                                             

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Last modified: May 25, 2011