Mercedes 2008 Annual Report Download - page 48

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Capital. The subscribed capital of Daimler AG amounts to €2,768
million as of December 31, 2008. It is divided into 964,557,432
individual registered shares of no par value. All shares grant equal
rights to their holders. Each share confers one vote and an equal
share of profits. The rights and duties arising from the shares are
derived from the provisions of applicable law. There were 37,116,831
treasury shares at December 31, 2008. The company does not
have any rights from treasury shares.
Share buyback, approved and conditional capital. By resolution
of the Annual Meeting of April 4, 2007, the Board of Management
was authorized until October 4, 2008 to acquire the company’s own
shares for certain purposes up to a maximum corresponding
amount of the capital stock of €267 million, which was nearly 10%
of the capital stock. During the period from August 30, 2007
until March 28, 2008, this authorization was utilized to buy back
99.77 million shares for a total amount of €6,197 million. The vol-
ume of the shares bought back on the basis of the authorization
granted by the Annual Meeting on April 4, 2007 was equivalent
to €267 million of the capital stock or 10% of the shares out-
standing at the time when the resolution was passed at the Annual
Meeting in 2007. Following their acquisition, the shares were
cancelled without any reduction of the capital stock, the last can-
cellation taking effect at midnight on April 3, 2008.
On April 9, 2008, the Annual Meeting authorized the Board of
Management until October 9, 2009 to acquire own shares for cer-
tain purposes up to a maximum of 10% of the capital stock of
€2,766 million at the time of the resolution by the Annual Meeting.
During the period from June 18, 2008 until October 23, 2008,
this authorization was utilized to buy back 37.28 million shares for
a total amount of €1,449 million. The volume of the shares
bought back by December 31, 2008 on the basis of the authoriza-
tion of April 9, 2008 is equivalent to 3.87% of the shares out-
standing at the time of the resolution.
By resolution of the Annual Meeting of April 9, 2008, the Board of
Management was authorized, with the consent of the Supervisory
Board, to increase the capital stock during the period until April 8,
2013 by up to €500 million through the issue of new registered no
par value shares in exchange for cash contributions and by up
to €500 million through the issue of new registered no par value
shares in exchange for non-cash contributions.
In addition, the Board of Management was authorized by resolution
of the Annual Meeting granted on April 6, 2005, with the consent
of the Supervisory Board, during the period until April 5, 2010 to
issue convertible and/or option bonds in a total nominal amount
of up to €15 billion with a maximum term of 20 years and to grant
the owners/lenders of these bonds conversion or option rights
to new shares in Daimler AG with a corresponding amount of the
capital stock of up to €300 million, in accordance with the terms
and conditions of the bonds.
Change-of-control clause. Daimler AG has concluded various
material agreements, as listed below, that include clauses regu-
lating the possible occurrence of a change of control, as can
occur as a result of a takeover bid:
– A non-utilized syndicated credit line in a total amount of US $5
billion, which the lenders are entitled to terminate if Daimler
AG becomes a subsidiary of another company or comes under
the control of one person or several persons acting jointly.
– A non-utilized syndicated credit line in a total amount of €3
billion, which the lenders are entitled to terminate if Daimler
AG becomes a subsidiary of another company or comes under
the control of one person or several persons acting jointly.
– A joint venture with Ford Motor Company for the development
of fuel-cell systems; this joint venture can be terminated by
either of the contracting parties if the other party is subject to
a change of control. A change of control is defined here as
the right to give instructions to the Board of Management and
to determine the company’s guiding principles, the possibility
to elect the majority of the members of the Supervisory Board,
or possession of at least 40% of the voting rights.
– An agreement concerning the acquisition of a majority (50.1%)
of the “AFCC Automotive Fuel Cell Cooperation Corp,” which has
the goal of further developing fuel cells for automotive appli-
cations and making them marketable. In the case of a change
of control of Daimler AG, the agreement allows the right of
termination by the other main shareholder, Ford Motor Company,
as well as a put option for the minority shareholder, Ballard
Power Systems. Control as defined by this agreement is the
beneficial ownership of the majority of the voting rights and
the resulting right to appoint the majority of the members of
the Board of Management.
Daimler Group – business portfolio
Mercedes-Benz Cars
Mercedes-Benz
Mercedes AMG
Mercedes-Benz McLaren (40%)
Maybach
smart
Daimler Trucks
Trucks Europe/Latin America
Trucks NAFTA
Trucks Asia
Daimler Financial Services
Americas
Europe, Africa & Asia/Pacific
Vans, Buses, Other
Mercedes-Benz Vans
Daimler Buses
Stake in EADS
Stake in Tognum
Stake in Chrysler Holding LLC