Mercedes 2015 Annual Report Download - page 128

B | COMBINED MANAGEMENT REPORT | TAKEOVER-RELEVANT INFORMATION AND EXPLANATION 135
Composition of share capital
The share capital of Daimler AG amounted to approximately
€3,070 million as of December 31, 2015. It is divided into
1,069,837,447 registered shares, each of which accounts for
approximately €2.87 of equity capital. Pursuant to Section 67
Subsection 2 of the German Stock Corporation Act, only those
persons registered as shareholders in the share register are
considered to be shareholders of the Company. With the ex-
ception of treasury shares, from which the Company does not
have any rights, all shares confer equal rights to their holders.
Each share confers the right to one vote and, with the possible
exception of any new shares that are not yet entitled to a divi-
dend, to an equal share of the profits in accordance with the
dividend payout approved by the Annual Shareholders’ Meeting.
The rights and obligations arising from the shares are derived
from the provisions of applicable law, in particular Sections 12,
53 a ff, 118 ff and 186 of the German Stock Corporation Act.
There were no treasury shares as of December 31, 2015.
Restrictions on voting rights and 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
Corporation Act (AktG), the voting rights of treasury shares
are nullified by law.
Shares acquired by employees within the context of the employee
share program may not be disposed of until the end of the fol-
lowing year. Eligible participants in the Performance Phantom
Share Plans are obliged by the Plans’ terms and conditions
and by the Stock Ownership Guidelines to acquire Daimler
shares with a part of their Plan income up to a defined target
volume and to hold them for the duration of their employment
at the Daimler Group.
Provisions of applicable law and of the Articles of Incorpo-
ration concerning the appointment and dismissal of
members of the Board of Management and amendments
to the Articles of Incorporation
Members of the Board of Management are appointed and dis-
missed on the basis of Sections 84 and 85 of the German
Stock Corporation Act (AktG) and Section 31 of the German
Codetermination Act (MitbestG). In accordance with Section 84
of the German Stock Corporation Act (AktG), the members of
the Board of Management are appointed by the Supervisory
Board for a maximum period of office of five years. However,
the Supervisory Board of Daimler AG has decided generally to
limit the initial appointment of members of the Board of
Management to three years. Reappointment or the extension
of a period of office is permissible, in each case for a maximum
of five years.
Pursuant to Section 31 Subsection 2 of the German Code-
termination Act (MitbestG), the Supervisory Board appoints the
members of the Board of Management with a majority com-
prising at least two thirds of its members’ votes. If no such
majority is obtained, the Mediation Committee of the Supervisory
Board has to make a suggestion for the appointment within
one month of the vote by the Supervisory Board. The Supervisory
Board then appoints the members of the Board of Manage-
ment with a majority of its members’ votes. If no such majority
is obtained, voting is repeated and the Chairman of the Super–
visory Board then has two votes. The same procedure applies
for dismissals of members of the Board of Management.
In accordance with Section 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
Corporation 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 Manage-
ment if there is an important reason to do so.
Takeover-Relevant Information and Explanation
(Report pursuant to Section 315 Subsection 4 and Section 289 Subsection 4 of the German Commercial Code (HGB))