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DEUTSCHE BAHN AG
Business and overall conditions
a Successful takeover of the passenger transport company Arriva
a Notable economic recovery seen in 2010
a Transport markets resume growth
CHangeS in DB groUp
Changes in the DB AG Management Board
Stefan Garber laid down his mandate as a member of the manage-
ment Board of DB AG, with responsibility for the Infrastructure
division effective march 31, 2010. He was succeeded on April 1,
2010 by Dr. Volker Kefer, who had already served as the provisional
head of the Infrastructure Board division since December 9, 2009,
for the remaining term of his existing appointment. Dr. Volker
Kefer will also remain responsible for the rail Technology and
Services Board division that he also heads as member of the
management Board of DB mL AG.
Diethelm Sack resigned his mandate as member of the
management Board of DB AG and CFO effective march 31, 2010.
He was succeeded by Dr. richard Lutz, who was appointed a
member of the DB AG management Board for a term of three
years as of April 1, 2010. Dr. richard Lutz was appointed to
concurrently serve as a member of the management Board and
CFO of DB mL AG.
Acquisition of the British passenger
transport company Arriva
On may 18, 2010 we submitted a binding offer to the shareholders
of the British passenger transport company Arriva Plc (Arriva),
Sunderland/Great Britain, to acquire all of the shares in Arriva
thereby fully taking over the company.
On June 17, 2010 85.1 % of Arriva’s shareholders representing
90.4 % of the company’s outstanding shares voted to accept
our takeover offer. In accordance with British takeover law,
once the acceptance level of 75 % has been reached all shareholders
are bound to accept the takeover offer. Following the
Court hearings on August 24 and 26, 2010 and the registration
of the court orders, the Scheme of Arrangement whereby DB
Group acquired all of the shares of Arriva took effect on August
27, 2010. The listing of Arriva’s shares was cancelled on August
31, 2010. As of this date Arriva became a fully owned subsidiary
of DB UK Holding Limited, Doncaster/Great Britain, and a part
of DB Group. As of September 1, 2010 Arriva has been fully
included into the scope of consolidation with the exception of
Arriva Germany.
| [1] A Page 6
Per commitments made to the EU Commission, DB Group had
to sign a legally binding agreement with an appropriate buyer
to divest all of Arriva’s activities in Germany by December 11,
2010. On December 8, 2010 the Supervisory Board approved
an agreement to sell Arriva Germany Group to a consortium
consisting of Ferrovie dello Stato, an Italian railway company,
which also served as consortium manager, and Cube Transport
SCA, a Luxemburg-based infrastructure fund. On February 16,
2011 the European Commission approved the selected buyers
and further stated that they had no cartel-related objections
to the purchase thus clearing the way for the deal to be closed
and fully concluded on February 25, 2011.
Changes in the structure of DB Group’s business units
Following the acquisition of A Arriva [1] we altered the
management structure within the Passenger Transport Board
division to include the new DB Arriva business unit. As of January 1,
2011, this business unit will contain all regional transport activities
outside of Germany. Therefore, all internationally related
tasks (excluding cross-border routes) will also be assigned to
the DB Arriva business unit.
In the future, the DB Bahn regional business unit will be
solely responsible for regional transport activities in Germany.
The previous DB Bahn Urban business unit will be absorbed by
the DB Bahn regional business unit.
Corporate Governance report
The A Corporate Governance report [2], which also contains
the compensation report, is part of the Group management
report.
| [2] A 2010 Annual Report DB Group Page 28 ff.