Mercedes 2009 Annual Report Download - page 66

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Articles of Incorporation, resolutions of the Annual Meeting are
passed with a simple majority of the votes cast, unless otherwise
required by binding provisions of applicable law, and with a simple
majority of the capital stock represented at the Annual Meeting
if this be required. Pursuant to Section 179, Subsection 2, Sentence 2
of the German Stock Corporation Act, any amendment to the pur-
pose of the company requires a 75% majority of the capital stock
re
presented at the Annual Meeting. Amendments to the Articles
of
Incorporation that only affect the wording can be decided upon
by the Supervisory Board in accordance with Article 7, Paragraph 3
of
the Articles of Incorporation. Pursuant to Section 181, Subsec-
tion 3 of the German Stock Corporation Act, amendments to the
Arti
cles of Incorporation take effect upon being entered in the
Commercial Register.
Subscribed capital. The subscribed capital of Daimler AG
am
ounts to €3,045 million at December 31, 2009. It is divided into
1,061,183,782 registered shares of no par value. All shares grant
equal rights to their holders. Each share confers the right to one
vote and, with the possible exception of any younger shares that
are
not yet entitled to a dividend, to an equal share of the 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, 2009. Some of these shares are to be
used to sat
isfy claims for subsequent improvement of former
AEG shareholders pursuant to a verdict reached by the Frank-
furt Higher
Regional Court on November 17, 2009.
Restrictions on voting rights or on the transfer of shares.
The company does not have any rights from treasury shares. In
the cases described in Section 136 of the German Stock Corpo-
ration Act, the voting rights of the affected shares are nullified
by
l aw. Shares acquired by employees within the context of the
emplo
yee share program may not be disposed of until the end
of the
following year. No employee shares were issued during
2009.
Share buyback, approved and conditional capital. On April 8,
2009, the Annual Meeting revoked the authorization to acquire
own shares that had been granted in the prior year, to the extent
that it had not yet been utilized. At the same time, the Company
was again authorized until October 8, 2010 to acquire own shares
for certain predefined purposes, inter alia for the purpose of can-
cellation
and for the purpose of serving the stock option plan, up
to a maximum of 10% of the share capital at the time of the reso-
lution by the Annual Meeting.
By resolution of the Annual Meeting held on April 9, 2008, the Board
of Management was authorized, with the consent of the Super-
visory Board, to increase the capital stock during the period until
April 8, 2013 by up to €500 million through the issue of new regis-
tered shares of no par value in exchange for cash contributions
and by up to €500 million through the issue of new registered
shares of no par value in exchange for non-cash contributions
(Approved/Authorized Capital I and II). The Board of Manage-
ment was also authorized, inter alia, under certain circumstances
and with the consent of the Supervisory Board, to exclude share-
holders’ subscription rights. In partial utilization of Approved/
Authorized Capital I, the Board of Management, with the consent
of the Supervisory Board, decided on March 22, 2009 to increase
the share capital of Daimler AG from approximately €2,768 million
by an amount of approximately €276 million to approximately
€3,044 million in exchange for cash contributions and with the
exclusion of shareholders’ subscription rights by issuing approxi-
mately 96.4 million new, registered shares of no par value at an
issue price of €20.27 per share to Semare Beteiligungsverwaltungs-
gesellschaft mbH. Semare Beteiligungsverwaltungsgesellschaft
mbH is an indirect subsidiary of Aabar Investments PJSC, Abu
Dhabi (Aabar). The new shares are entitled to a dividend for the
first time for the financial year beginning on January 1, 2009.
The Annual Meeting held on April 8, 2009 once again authorized
the Board of Management, with the consent of the Supervisory
Board, to increase the share capital of Daimler AG until April 7,
2014 by issuing new registered shares of no par value in ex-
change for cash or non-cash contributions, wholly or in partial
amounts, on one or several occasions, by up to €1,000 million
(Approved Capital 2009). The Board of Management was also autho-
rized, inter alia, under certain circumstances and with the con-
sent of the Supervisory Board, to exclude shareholders’ subscrip-
tion rights. In this context, the Annual Meeting also resolved to
cancel the Approved/Authorized Capital I and II created in 2008
for the time starting when the newly created Approved Capitals
2009 took effect, to the extent that at the time when the cancel-
ation took effect the Approved/Authorized Capital I and II had not
yet been utilized. The newly created Approved Capital 2009 and
the cancelation of the remaining Approved/Authorized Capital I
and II took effect upon being entered in the Commercial Register
on June 5, 2009.