Mercedes 2013 Annual Report Download - page 123

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C | Combined Management Report | Information and Explanation Relevant to Acquisitions
In accordance with Article 5 of the Articles of Incorporation, the
Board of Management has at least two members. The number
of members is decided by the Supervisory Board. Pursuant to
Section 84 Subsection 2 of the German Stock Corporation Act
(AktG), the Supervisory Board can appoint a member of the Board
of Management as its Chairperson. If a required member of
the Board of Management is lacking, an affected party can apply
in urgent cases for that member to be appointed by the court
pursuant to Section 85 Subsection 1 of the German Stock Corpo-
ration Act (AktG). Pursuant to Section 84 Subsection 3 of the
German Stock Corporation Act (AktG), the Supervisory Board
can revoke the appointment of a member of the Board of
Management and of the Chairman of the Board of Management
if there is an important reason to do so.
Pursuant to Section 179 of the German Stock Corporation Act
(AktG), the Articles of Incorporation can only be amended
by a resolution of a Shareholders’ Meeting. Unless otherwise
required by applicable law, resolutions of the Annual Share-
holders’ Meeting – with the exception of elections – are passed
pursuant to Section 133 of the German Stock Corporation
Act (AktG) and Article 16 Paragraph 1 of the Articles of Incorpo-
ration with a simple majority of the votes cast and if required
with a simple majority of the share capital represented. Pursuant
to Section 179 Subsection 2 of the German Stock Corporation
Act, any amendment to the purpose of the Company requires
a 75% majority of the share capital represented at the Share-
holders’ Meeting; no use is made in the Articles of Incorporation
of the possibility to stipulate a larger majority of the share
capital. 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 2 of the Articles
of Incorporation. Pursuant to Section 181 Subsection 3 of
the German Stock Corporation Act, amendments to the Articles
of Incorporation take effect upon being entered in the Com-
mercial Register.
Authorization of the Board of Management to issue
or buy back shares. By resolution of the Annual Shareholders’
Meeting of April 14, 2010, the Board of Management was
authorized with the consent of the Supervisory Board during
the period until April 13, 2015 to acquire the Company’s
own shares for all legal purposes, in particular for certain defined
purposes, up to a maximum of 10% of the share capital at
the time of the resolution of the Annual Shareholders’ Meeting.
The purchase of the Company’s own shares is allowed, inter
alia, for the following purposes: for the purpose of canceling
them, offering them to third parties in connection with a
corporate merger or acquisition, disposing of them in another
way than through the stock exchange, offering them to all
shareholders, or serving the stock option plan created in or before
2004. The Company’s own shares in a volume of up to 5%
of the share capital existing at the time of the resolution of the
Annual Shareholders’ Meeting can also be acquired with
the application of derivative financial instruments, whereby
the period of the individual option may not exceed 18 months.
No use has yet been made of this authorization.
By resolution of the Annual Shareholders’ Meeting held
on April 8, 2009, the Board of Management was authorized
with the consent of the Supervisory Board to increase
the share capital of Daimler AG by up to €1 billion during the
period until April 7, 2014 by issuing new registered shares
of no par value in exchange for cash or non-cash contributions,
wholly or in partial amounts, on one or several occasions
(Approved Capital 2009). Inter alia, the Board of Management
was also authorized, under certain circumstances, within
certain limits and with the consent of the Supervisory Board,
to exclude shareholders’ subscription rights. No use has
yet been made of Approved Capital 2009.
Furthermore, the Board of Management was authorized by
resolution of the Annual Shareholders’ Meeting of April 14, 2010,
– with the consent of the Supervisory Board during the period
until April 13, 2015 to issue convertible bonds and/or bonds
with warrants or a combination of those instruments, once
or several times, in a total nominal amount of up to €10 billion
with a maximum term of ten years, and
– to grant the owners/lenders of those bonds conversion or
option rights to new, registered shares of no par value in
Daimler AG with a corresponding amount of the share capital
of up to €500 million, in accordance with the terms and
conditions of those convertible bonds or bonds with warrants.
Inter alia, the Board of Management was also authorized,
under certain circumstances, within certain limits and with
the consent of the Supervisory Board, to exclude shareholders’
subscription rights to the bonds with conversion or warrant
rights to shares in Daimler AG. The bonds can also be issued
by direct or indirect majority-owned subsidiaries of Daimler AG.
Accordingly, the share capital was conditionally increased
by up to €500 million (Conditional Capital 2010). No use
has yet been made of this authorization to issue convertible
bonds and/or bonds with warrants.
Material agreements taking effect in the event of a change
of control. Daimler AG has concluded various material agree-
ments, as listed below, that include clauses regulating the
possible event 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 €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
acting jointly.
– Credit agreements with lenders for a total amount of €2.0
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.
– Guarantees and securities for credit agreements of conso-
lidated subsidiaries for a total amount of €592 million, 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.