Mercedes 2015 Annual Report Download - page 129

136 B | COMBINED MANAGEMENT REPORT | TAKEOVER-RELEVANT INFORMATION AND EXPLANATION
Pursuant to Section 179 of the German Stock Corporation Act
(AktG), the Articles of Incorporation can only be amended by a
resolution of an Annual Shareholders’ Meeting. Unless other-
wise required by applicable law, resolutions of the Annual
Shareholders’ Meeting – with the exception of elections – are
passed pursuant to Section 133 of the German Stock Corporation
Act (AktG) and Article 16 Subsection 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 (AktG), any amendment to the purpose of
the Company requires a 75% majority of the share capital
represented at the Shareholders’ 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 Section 7
Subsection 2 of the Articles of Incorporation. Pursuant to
Section 181 Subsection 3 of the German Stock Corporation Act
(AktG), amendments to the Articles of Incorporation take effect
upon being entered in the Commercial 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 during the period
until April 13, 2015 to acquire the Company’s own shares, and
to apply derivative financial instruments for this purpose as
well. This authorization was rescinded by resolution of the
Annual Shareholders’ Meeting of April 1, 2015 and replaced by
a new authorization that allows the Company to acquire its
own shares during the period until March 31, 2020 for all legal
purposes in a volume of up to 10% of the share capital at the
time of the resolution of the Annual Shareholders’ Meeting.
The shares can be used, under the exclusion of shareholders’
subscription rights, for, among other things, corporate mergers
and acquisitions or else can be sold for cash to third parties
at a price that is not significantly below the market price at the
time of the sale. The shares can also be used to service debt
on convertible bonds and/or bonds with warrants, or else issued
to employees of the Company and employees and members of
executive bodies of affiliated companies pursuant to Section 15 ff.
of the German Stock Corporation Act (AktG). The Company’s
own shares can also be canceled.
In addition, the Board of Management is authorized under
other defined circumstances and with the consent of the Super-
visory Board to exclude shareholders’ subscription rights. 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 (put or call options, forwards
or a combination of these financial instruments), whereby the
terms of the derivatives may not exceed 18 months and must
be terminated on March 31, 2020.
No use was made of this authorization to acquire the Company’s
own shares during the reporting period.
By resolution of the Annual Shareholders’ Meeting held on
April 9, 2014, the Board of Management was authorized with
the consent of the Supervisory Board to increase the share
capital of Daimler AG in the period until April 8, 2019, wholly or
in partial amounts, on one or several occasions, by up to
€1 billion by issuing new registered shares of no par value in
exchange for cash or non-cash contributions, and with the
consent of the Supervisory Board under certain conditions and
within defined limits to exclude shareholders’ subscription
rights (Approved Capital 2014). No use has yet been made of
Approved Capital 2014.
The Company was authorized by resolution of the Annual
Shareholders’ Meeting held on April 14, 2010, to issue convert-
ible bonds and/or bonds with warrants during the period until
April 13, 2015. The Company made no use of this authorization,
which was rescinded by resolution of the Annual Shareholders’
Meeting of April 1, 2015 and replaced by a new authorization.
It authorizes the Board of Management with the consent of the
Supervisory Board to issue during the period until March 31,
2020 convertible bonds and/or bonds with warrants or a com-
bination of those instruments (commercial papers) 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.
The bonds may be issued in exchange for consideration in
cash, but also for consideration in kind, in particular for a partici-
pation in other companies. The respective terms and conditions
may also provide for mandatory conversion or an obligation to
exercise the option rights. The bonds can be issued once or
several times, wholly or in installments, or simultaneously in
various tranches. They can also be issued by companies affili-
ated with Daimler AG pursuant to Section 15 ff. of the German
Stock Corporation Act (AktG).
Inter alia, the Board of Management was also authorized under
certain circumstances, within certain limits and with the con-
sent of the Supervisory Board to exclude shareholders’ sub-
scription rights to the bonds. No use has yet been made of this
new authorization to issue convertible bonds and/or bonds
with warrants.
In order to service the debt of the convertible bonds and/or
bonds with warrants issued as a result of the authorization, the
Annual Shareholders’ Meeting of April 1, 2015 also approved a
conditional increase in the share capital of up to €500 million
(Conditional Capital 2015). Conditional Capital 2010 was
rescinded.