Mercedes 2006 Annual Report Download - page 148

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DaimlerChrysler AG has concluded various material agreements
that include clauses regulating the possible occurrence of
achange of control given below. One of the issues involved is a
number of non-utilized syndicated credit lines in a total amount
of US $12 billion, which the lenders are entitled to terminate if
DaimlerChrysler AG becomes a subsidiary of another company
or is controlled by one person or several persons acting jointly.
Furthermore, DaimlerChrysler AG is a party in a joint venture
for the development of fuel cell systems. This joint venture can be
terminated by either of the contracting parties if the other party is
subject to a change of control. A change of control is defined here
as the right togive instructions to the Board of Management
and to determine the company’s guiding principles, the possibility
toelect the majority of the membersof the Supervisory Board
or possession of at least40% of the voting rights. In addition,
DaimlerChrysler AG is a party to an agreement concerning
the intellectual property rights in connection with a joint venture
for the development of a hybrid drive system, which in the case
of a change of control of one of the partners involved, allows the
other partners to terminate the agreement. A change of control
as defined by this agreement refers to the beneficial ownership of
the majority of the voting rights in the company, and with a
stock-exchange listed company the beneficial ownership of at
least 20% of the voting rights in the company if within 18 months
after this limit is exceeded the majority of the members of the
Supervisory Board representing the shareholders consists
of persons who were proposed by the owner of the 20% of the
voting rights; a change of control is also understood as a
merger or amalgamation with another company, unless in the case
of a stock-exchange listed company after the merger the majority
of the votes are held by the previous owners and no-one has ben-
eficial ownership of more than 20% of the voting rights; a change
of ownership is also understood as the transfer of all or nearly
all of the assets. Finally, DaimlerChrysler AG is a party to an
agreement regulating the exercise of voting rights in EADS N.V.
In the case of a change of control, this agreement stipulates that
DaimlerChrysler AG is obliged, if so requested by the French party
to the agreement, to make all efforts to dispose of its shares
in EADS under appropriate conditions to a third party that is not
a competitor of EADS or of the French contracting party of
DaimlerChrysler AG. In this case, the French party has the right
of preemption under the same conditions as were offered by
the third party. A change of control can also lead to the dissolution
of the voting consortium. According to the EADS agreement,
achange of control has taken place if a competitor of EADS N.V.
or of the French contracting party either appoints so many
members of the Supervisory Board of DaimlerChrysler AG that
it can appoint the majority of the members of the Board of
Management or holds an investment that enables it to control
the day-to-day business of DaimlerChrysler AG.
Appreciation. The Supervisory Board expresses its gratitude to
the Management and the departing members of the Supervisory
Board.
The Supervisory Board also thanks the employees of the Daimler-
Chrysler Group for their outstanding personal commitment and
their achievements during the year 2006.
Stuttgart, February 2007
The Supervisory Board
Hilmar Kopper
Chairman