Mercedes 2015 Annual Report Download - page 226

E | CONSOLIDATED FINANCIAL STATEMENTS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 233
Conditional capital
The resolution of the Annual Shareholders’ Meeting on April 14,
2010 authorizing the Company until April 13, 2015 to issue
convertible and/or warrant bonds, which had not been utilized,
was replaced by a new authorization of the Annual Shareholders’
Meeting on April 1, 2015. From this the Board of Management
is authorized, with the consent of the Supervisory Board, until
March 31, 2020 to issue convertible and/or warrant bonds
or a combination of these instruments (“bonds”) with a total
face value of up to €10.0 billion and a maturity of no more than
ten years. The Board of Management is allowed to grant the
holders of these bonds conversion or warrant rights for new
registered no-par-value shares in Daimler AG with an allocable
portion of the share capital of up to €500 million in accordance
with the details defined in the terms and conditions of the
bonds. The bonds can be offered in exchange for cash and/or
non-cash contributions, in particular for shares in other
companies. The terms and conditions of the bonds can include
warranty obligations or conversion obligations. The bonds
can be issued once or several times, wholly or in installments,
or simultaneously in various tranches as well by affiliates
of the Company within the meaning of Sections 15 et seq.
of the German Stock Corporation Act (AktG). Among other
things, the Board of Management was authorized to exclude
shareholders’ subscription rights for the bonds under certain
conditions and within defined constraints with the consent
of the Supervisory Board.
This new authorization to issue convertible and/or warrant
bonds has not yet been utilized.
In order to fulfill the conditions of the above-mentioned autho-
rization, the Annual Shareholders’ Meeting on April 1, 2015
also resolved to increase the share capital conditionally
by an amount of up to €500 million (Conditional Capital 2015).
Conditional Capital 2010 has been canceled.
Stock option plan
The stock option plan initiated in 2004 expired on March 31, 2014.
Of the 0.2 million options granting subscription rights to new
shares representing €0.6 million of the share capital remaining
from this plan on January 1, 2014, 0.1 million options granting
subscription rights to new shares representing €0.2 million of
the share capital were exercised in 2014. The remaining options
that had not been exercised by March 31, 2014 expired on
that date.
Treasury shares
The authorization resolved by the Annual Meeting on April 14,
2010 to acquire treasury shares including the authorization
to use derivative financial instruments in this context until
April 13, 2015 has been canceled by resolution of the Annual
Shareholders’ Meeting held on April 1, 2015 and has been
replaced by a new authorization. This authorizes the Company
until March 31, 2020 to acquire treasury shares in a volume
up to 10% of the share capital issued as of the day of the reso-
lution to be used for all legal purposes. The shares can be
used, amongst other things excluding shareholders’ subscription
rights, for business combinations or to acquire companies
or to be sold to third parties for cash at a price that is not signifi-
cantly lower than the stock-exchange price of the Company’s
shares. The acquired shares can also be used to fulfill obligations
from issued convertible bonds and/or bonds with warrants
and to be issued to employees of the Company and employees
and board members of the Company’s affiliates pursuant
to Sections 15 et seq. of the German Stock Corporation Act
(AktG). The treasury shares can also be canceled.
The Board of Management is further authorized, with the
consent of the Supervisory Board, to exclude shareholders’
subscription rights in other defined cases. In a volume up
to 5% of the share capital issued as of the day of the resolution,
the Company was authorized to acquire treasury shares
also by using derivatives (put options, call options, forward
purchases or a combination of these instruments), whereas the
term of a derivative must not exceed 18 months and must not
end later than March 31, 2020.
The authorization to acquire treasury shares was not exercised
in the reporting period.
As was the case at December 31, 2014, no treasury shares
are held by Daimler AG at December 31, 2015.
Employee share purchase plan
In 2015, 0.3 million Daimler shares representing €0.9 million
or 0.03% of the share capital were purchased for a price
of €27 million and reissued to employees (2014: 0.4 million
Daimler shares representing €1.1 million or 0.04% of
the share capital were purchased for a price of €26 million).
Capital reserves
Capital reserves primarily comprise premiums arising on
the issue of shares as well as expenses relating to the exercise
of stock option plans and the issue of employee shares,
effects from changes in ownership interests in consolidated
entities and directly attributable related transaction costs.