Mercedes 1998 Annual Report Download - page 119

REPORT OF THE SUPERVISORY BOARD
115
the financial statements of DaimlerChrysler AG for 1998 and
thereby consented to the appropriation of earning proposed
by the Board of Management.
The Supervisory Board and Board of Management of the now
dissolved Daimler-Benz AG met in four ordinary and four
extraordinary meetings in fiscal 1998 and concerned them-
selves with the state of the group, the strategic development
of the business divisions and the business units, a special
distribution of available stockholder’s equity, upon which
a levy of 50% corporation tax was imposed (VEK 50), as well
as with detailed consideration of the merger with the Chrysler
Corporation.
The Board of Management has kept the Supervisory Board
fully informed in all meetings and also by means of the regular
written reports on the business trend and the economic
situation of the company. In addition, the Chairman of the
Supervisory Board has kept himself constantly informed
through individual discussions with the Board of Management.
In the spring meeting the corporate plan for the period
1998–2000 was presented to the Supervisory Board on
schedule. This, including the investment, human resources
and profit planning, was duly considered. In the extraordinary
meeting of the Supervisory Board on March 10, 1998 the
Supervisory Board dealt in detail with the distribution of
the “VEK 50” shares and the subsequent capital increase.
As a result of this discussion, the Supervisory Board and the
Board of Management in the balance sheet approval meeting
on April 3, 1998 recommended to the General Meeting
a special distribution of DEM 20 for each share entitled
to dividend and approved the corresponding capital increase.
In the extraordinary meeting of the Supervisory Board on
May 6, 1998 the intended merger of Daimler-Benz AG and
Chrysler Corporation was considered in the Supervisory Board
for the first time. In a further extraordinary meeting of the
Supervisory Board on May 14, 1998 the Supervisory Board
approved the merger of Daimler-Benz AG and Chrysler
Corporation.
With the conclusion of the Annual General Meeting on May 27,
1998 the term of office of the members of the Supervisory
Board Prof. Hubert Curien, Jürgen Sarrazin, Dr. Roland
Schelling and Prof. Dr. Johannes Semler came to an end. The
Supervisory Board expresses its thanks – also in the name of
the management – to the outgoing members for their many
years of committed service.
In place of the outgoing members of the Supervisory Board the
Annual General Meeting elected Sir John Browne, Jean-Marie
Messier, Bernhard Walter and Dr. Mark Wössner to the
Supervisory Board. Dr. Birgit Breuel, Dr. Michael Endres,
Ulrich Hartmann, Dr. Martin Kohlhaussen, Hilmar Kopper
and Dr. Manfred Schneider were re-elected. By May 6, 1998
the delegate meeting to elect the employee representatives
had already taken place. All employee representatives were
confirmed in their office as members of the Supervisory Board.
The Supervisory Board of Daimler-Benz AG was constituted on
May 27, 1998 and at the same time Hilmar Kopper was elected
as its Chairman and Karl Feuerstein as its Vice Chairman and
the committees were formed.
At its summer meeting on June 24, 1998 the Supervisory Board
approved the acquisition of AMG Motoren- und Entwicklungs-
GmbH and concerned itself once again in depth with the current
status of the merger with Chrysler.
The extraordinary meeting of the Supervisory Board on July 31,
1998 served primarily to make preparations for the Extra-
ordinary General Meeting on September 18, 1998. The Super-
visory Board, together with the Board of Management, re-
commended the Extraordinary General Meeting to approve the
merger with Chrysler on the basis of the Business Combination
Agreement as well as to approve the merger contract between
DaimlerChrysler AG and Daimler-Benz AG. Furthermore, the
Supervisory Board approved the June 30, 1998 interim financial
statements of Daimler-Benz AG.
Walter Riester resigned from the Supervisory Board on October
27, 1999 upon his appointment as Federal German Minister for
Labor and Public Order. He, too, receives our express thanks.
The final meeting of the Supervisory Board of Daimler-Benz AG
took place on November 4, 1998. The Supervisory Board
considered among other matters the new structure of the Micro
Compact Car Group and the capital measures involved, as well
as the question of supplementing the Airbus A320 family with
a new Airbus A318.
With the integration of Daimler-Benz AG into DaimlerChrysler
AG on December 21, 1998, the mandate of the Supervisory
Board of Daimler-Benz AG expired. We thank all members of
the Supervisory Board of Daimler-Benz AG for their service and
in particular for the commitment with which they saw through
the merger of Daimler-Benz and Chrysler.
The management, the employees and the employee represent-
atives have cooperated conscientiously and constructively this
year. In particular, the merger of Daimler-Benz and Chrysler has
made very heavy personal demands on many people in the
company. The Supervisory Board expresses its thanks and
appreciation to the Board of Management and the employees for
the work they have undertaken and for their commitment.
Stuttgart-Möhringen, March 1999
The Supervisory Board
Hilmar Kopper
Chairman