Business and overall conditions

Changes in DB Group

Changes in the DB AG Management Board
Stefan Garber laid down his mandate as a member of the Management 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 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 division that he also heads as member of the Management Board of DB Mobility Logistics AG (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.

Corporate Governance report

The Corporate Governance report [see Related topic], which also contains the compensation report, is part of the group management report.

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.

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.

Squeeze-out at DB Schenker Rail Polska

During the year under review DB Group extended a voluntary takeover offer to the minority shareholders of DB Schenker Rail Polska S.A., Jaworzno/Poland; DB Schenker Rail Rybnik S.A., Rybnik /Poland and DB Schenker Rail Zabrze S.A., Zabrze/Poland, to raise the percentage of shares held in all three companies to well over 95%. Following a successfully executed squeeze-out arrangement, we subsequently increased our stakes to 100% in each of the companies and became the sole owner of these three companies.

Consolidation of activities in Hungary

During the year under review we used the opportunity to obtain the remaining 50 % of shares in each of the two joint ventures in Hungary: MASPED-RAILOG and Masped-Schenker. We then merged the activities of all our Hungarian companies into Schenker Nemzetközi Szallitmanyozasi es Logisztikai Kft, Budapest/Hungary.

Last modified: 27.06.2011