Mercedes 2009 Annual Report Download - page 213

Consolidated Financial Statements |Notes to Consolidated Financial Statements |209
On April 9, 2008, the Annual Meeting authorized Daimler AG to
acquire, until October 9, 2009, treasury shares for certain prede-
fined purposes, i.e. for the purpose of cancellation and to meet
the subscription rights arising from stock option programs, up to
10% of the share capital in the amount of €2,766 million issued
as of the day of the resolution. Between June 18, 2008 and Octo-
ber 23, 2008, Daimler AG partly exercised the authorization by
repurchasing a total of 37.3 million shares representing approxi-
mately €107 million of the share capital as of the time of the
Annual Meeting, equivalent to approximately 3.87%, for a total
consideration of €1,449 million. In 2008 0.2 million shares
repurchased were used to meet subscription rights arising from
stock option programs.
Insofar as the resolution issued by the Annual Meeting on April 9,
2008 authorizing Daimler AG to acquire, until October 9, 2009,
treasury shares for certain predefined purposes up to 10% of the
share capital as of the day of the resolution had not been utilized,
it was terminated by resolution of the Annual Meeting on April 8,
2009. Simultaneously, Daimler was again authorized to acquire,
until October 8, 2010, treasury shares for certain predefined pur-
poses, i.e. for the purpose of cancellation and to meet subscrip-
tion rights arising from stock option programs, up to 10% of the
share capital as of date of that resolution.
Through a final verdict reached by the higher regional court in
Frankfurt am Main in November 2009, the exchange ratio speci-
fied in the domination and profit and loss transfer agreement
of 1988 between the former Daimler-Benz AG and AEG AG, was
specified from five AEG shares for one old Daimler-Benz share
to a ratio of 2.9 to 1. Accordingly, the compensation payment for
unpaid AEG dividends determined in the domination and profit
and loss transfer agreement was increased from a rate of 20% to
34.5% of the respective Daimler dividends. From today’s per-
spective, this verdict will result in an obligation for Daimler to
supply a maximum of approximately 4.3 million Daimler shares
and a maximum of approximately €150 million in cash.
For compensation of these obligations, Daimler intends to use
parts of the stock of repurchased and not cancelled shares from
the 2008 share buy-back program.
As of December 31, 2009, 37.1 million treasury shares repur-
chased under the resolution issued at the Annual Meeting on
April 9, 2008 are still held by Daimler AG.
Authorized capital. By way of a resolution adopted at the Annual
Meeting on April 9, 2008, the Board of Management was autho-
rized, with the consent of the Supervisory Board, to increase
Daimler AG’s share capital in the period until April 8, 2013 by a
total of €500 million by issuing new registered no par value
shares in exchange for cash contributions and by a total of €500
million by issuing new registered no par value shares in exchange
for non-cash contributions (Authorized Capital I and II). The Board
of Management was also authorized with the consent of the
Supervisory Board to exclude shareholders’ subscription rights
under certain conditions. Under partial utilization of the autho-
rized capital, the Board of Management decided, with the consent
of the Supervisory Board of March 22, 2009, to increase Daimler
AG’s share capital of €2,768 million by €276 million to €3,044
million in exchange for cash contributions, excluding any share-
holders’ subscription rights, by issuing 96.4 million new registered
no par value shares at an issue price of €20.27 per share to
Semare Beteiligungsverwaltungsgesellschaft mbH. Semare Beteili-
gungsverwaltungsgesellschaft mbH is an indirect subsidiary of
Aabar Investments PJSC (Aabar), Abu Dhabi. The capital increase
became effective upon entry in the Commercial Register
(“Handelsregister”) on March 24, 2009. Resulting transaction costs
of €7 million (net of taxes) were deducted from capital reserves.
The new shares are entitled to dividends for the first time for the
financial year beginning on January 1, 2009.
The Annual Meeting on April 8, 2009 authorized the Board of
Management again, with the consent of the Supervisory Board,
to increase Daimler AG’s share capital in the period until April 7,
2014 by a total of €1,000 million in one lump sum or by separate
partial amounts at different times by issuing new, registered no
par value shares in exchange for cash and/or non-cash contribu-
tions (Approved Capital 2009). Among other things, the Board
of Management was authorized with the consent of the Supervi-
sory Board to exclude shareholders’ subscription rights under
certain conditions. In this context, the Annual Meeting further
resolved to cancel the former Authorized Capital I and II
with effect as of the time when the new Approved Capital 2009
becomes effective, but only to the extent that it had not been
utilized. The new Approved Capital 2009 and the cancellation of
the remaining former Authorized Capital I and II came into effect
with their entry in the Commercial Register on June 5, 2009.
Conditional capital. By way of a resolution adopted at the Annual
Meeting on April 6, 2005, the Board of Management was autho-
rized, with the consent of the Supervisory Board, to issue convert-
ible bonds and/or option notes with warrants with a total face
value of up to €15 billion at terms not exceeding 20 years and to
grant the bearers or creditors of these bonds convertible or
option rights to new Daimler shares with an allocable portion of
the share capital of up to €300 million, in line with the specified
conditions, by April 5, 2010. This authorization has not yet been
exercised.