Mercedes 2009 Annual Report Download - page 67

Management Report |Business and General Conditions |63
Furthermore, the Board of Management was authorized by resolu-
tion of the Annual Meeting held on April 6, 2005, with the consent
of the Supervisory Board, during the period until April 5, 2010 to
issue convertible and/or warrant 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
warrant rights
to new shares in Daimler AG with a corresponding
amount of the share capital of up to €300 million, in accordance
with the terms
and conditions of the bonds. This authorization
has not yet been
utilized.
Change-of-control clauses. 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 $4.9 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 act-
ing 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.
–
Credit agreements with lenders for a total amount of €400 million,
which the lenders are entitled to terminate if Daimler AG be-
comes a subsidiary of another company or comes under the
control of one person or several persons acting jointly.
– Guarantees and securities for credit agreements of consolidat-
ed subsidiaries for a total amount of €515 million, which the
lenders are entitled to terminate if Daimler AG becomes a sub-
sidiary of another company or comes under the control of one
person or several persons acting jointly.
– An agreement concerning the acquisition of a majority (50.1%)
of AFCC Automotive Fuel Cell Cooperation Corp., which has the
goal of further developing fuel cells for automotive applications
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 owner-
ship of the majority of the voting rights and the resulting right to
appoint the majority of the members of the Board of Management.
– An agreement regulating the exercise of voting rights in
EADS N.V. In the case of a change of control, this agreement
stipulates that Daimler AG is obliged, if so requested by the
French party to the agreement, to make all efforts to dispose
of its shares in EADS under appropriate conditions to a third
party that is not a competitor of EADS or of the French contrac
t-
ing partner of Daimler AG. In this case, the French party
has the right of preemption under the same conditions as were
offered by a third party. A change of control can also lead to
the dissolution of the voting consortium. According to the EADS
agreement, a change of control has taken place if a competitor
of EADS N.V. or of the French contracting party either appoints
so many members of the Supervisory Board of Daimler AG
that it can appoint the majority of the members of the Board of
Management or holds an investment that enables it to control
the day-to-day business of Daimler AG.
Strategy
We invented the automobile and we are passionately shaping its
future. As a pioneer of automobile design and construction, we
intend to continue this unique tradition and to make future mobil-
ity safe and sustainable. We want to inspire our customers with:
– exciting premium automobiles that set standards in the
areas of design, safety, comfort, perceived value, reliability
and environmental compatibility;
– commercial vehicles that are the best in their respective
competitive environment; and
– outstanding service solutions related to these products.
This is our mission and represents what we stand for at Daimler.
This mission is supported by a target system that includes targets
for Daimler as a whole and for each of our businesses.