Mercedes 2006 Annual Report Download - page 147

The company’s capital stock as of December 31, 2006 amounted to
€2,673,225,752.60. It is divided into 1,028,163,751 registered
shares of no par value. All shares confer equal rights. Each share
has one vote and an equal share of the distributable profit.
By resolution of the Annual Meeting on April 12, 2006, the company
was authorized, until October 12, 2007, to acquire treasury
shares for certain purposes, whereby these shares’ proportion
of the capital stock may not exceed €264 million.
By resolution of the Annual Meeting on April 9, 2003, the Board of
Management was authorized, until April 8, 2008, with the consent
of the Supervisory Board to increase the capital stock by up
to €500 million by issuing new registered shares of no par value
againstcash contributions and byup to€500 million byissuing
new registered shares of no par value against non-cash contribu-
tions. In addition, the Board of Management is authorized to
increase the capital stock by up to €26 million for the purpose
of issuing employee shares.
Furthermore, the Board of Management was authorized, until
April 5, 2010, with the consent of the Supervisory Board to issue
convertible bonds and/or warrant bonds in a total nominal
amount of up to €15 billion with a maximum term of 20 years, and
to grant tothe owners of those bonds conversion rights or
option rights to new shares in DaimlerChrysler with a proportionate
amount of the capital stock of up to €300 million, in accordance
with the defined conditions.
The Board of Management manages the company and represents
it vis-a-vis third parties. The Board of Management must have
at least two members, who, pursuant to Section 84 of the German
Stock Corporation Act, are appointed by the Supervisory Board
for a period of office of a maximum of five years. Reappointment
or the extension of a period of office is permissible, in each
case for a maximum of five years. However, during the second half
of 2006, the Supervisory Board of DaimlerChrysler AG decided
to limit such first appointments and reappointments of members
of the Board of Management to three years as a rule in the
future. These appointments and reappointments can onlybe made
by a resolution of the Supervisory Board; reappointments may
notbe decided upon morethan one year before the end of the
current period of office.
The Supervisory Board appoints one of the members of the Board
of Management as the Chairman of the Board of Management.
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. Such
a reason could be, for example, gross neglect of duty, lack of
ability to conduct the management in a proper manner, or a vote
of no confidence by the Annual Meeting.
The general purpose for which the company is organized is
defined in Article 2 of the Articles of Incorporation. Pursuant
to Section 133 of the German Stock Corporation Act, the Articles
of Incorporation can only be changed by a resolution of the
Annual Meeting. In accordance withArticle 19, Paragraph 1 of the
Articles of Incorporation, resolutions of the Annual Meeting are
passed with a simple majority of the votes cast unless otherwise
stipulated by the provisions of applicable law, and with a simple
majority of the capital stock represented at the Annual Meeting if
this be required. Pursuant to Section 179, Subsection 2, Sentence
2of the German Stock Corporation Act, any amendment to the
purpose of the company requires a 75% majority of the capital
stock represented at the Annual Meeting.
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