Mercedes 2010 Annual Report Download - page 209

Consolidated Financial Statements | Notes to the Consolidated Financial Statements | 205
Through a final verdict reached by the higher regional court
in Frankfurt am Main in November 2009, the exchange ratio
specified in the domination and profit and loss transfer agree-
ment between the former Daimler-Benz AG and the former
AEG AG from 1988 as well as the compensation payment for
unpaid AEG dividends determined in this agreement were
increased for the benefit of those AEG shareholders. In 2010,
approximately 1.5 million own shares representing €4 million
or approximately 0.15% of the share capital were repurchased at
a purchase price of €40 million by exercising a forward con-
tract. This forward was concluded with regard to the litigation
mentioned above but without any obligation to purchase shares.
In 2010, obligations of former AEG shareholders were settled
using approximately 3.1 million own shares in an amount of
total €108 million. 1.2 million treasury shares thereof, represent-
ing €3 million or approximately 0.11% of the share capital were
sold to generate revenue of €44 million to settle cash obligations
of former AEG shareholders resulting from the litigation. The
remaining 1.9 million shares, representing €6 million or approxi-
mately 0.19% of the share capital were transferred to former
AEG shareholders to cover obligations to deliver additional
Daimler shares.
As of December 31, 2010, 0.2 million treasury shares repre-
senting €1 million of the share capital or approximately 0.02%
of the share capital repurchased under the resolution issued
at the Annual Meeting on April 9, 2008 are still held by Daimler AG.
Employee share purchase plan. In 2010 0.4 million Daimler
shares were purchased and reissued to employees in connec-
tion with an employee share purchase plan. In 2009, Daimler
neither purchased nor reissued Daimler shares to employees.
Authorized capital. By way of a resolution adopted at the Annual
Meeting on April 9, 2008, the Board of Management was autho-
rized, with the consent of the Supervisory Board, to increase
Daimler AG’s share capital in the period until April 8, 2013 by
a total of €500 million in exchange for cash contributions and
furthermore by a total of €500 million in exchange for non-cash
contributions (Authorized Capital I and II) and with the consent
of the Supervisory Board to exclude shareholders’ subscription
rights under certain conditions. In March 2009, Daimler AG’s
share capital was increased under partial utilization of the autho-
rized capital of €2,768 million in the amount of €276 million to
€3,044 million in exchange for cash contributions, excluding
any shareholders’ subscription rights, by issuing 96.4 million new
registered no par value shares at an issue price of €20.27 per
share to an indirect subsidiary of Aabar Investments PJSC (Aabar),
Abu Dhabi. Resulting transaction costs of €7 million (net of taxes)
were deducted from capital reserves.
By resolution of the Annual Meeting on April 8, 2009, the Board
of Management was authorized again, with the consent of the
Supervisory Board, to increase Daimler AG’s share capital in
the period until April7,2014 by a total of €1,000million in one
lump sum or by separate partial amounts at different times by
issuing new, registered no par value shares in exchange for
cash and/or non-cash contributions (Approved Capital 2009).
Among other things, the Board of Management was authorized
with the consent of the Supervisory Board to exclude share-
holders’ subscription rights under certain conditions. In this
context, the Annual Meeting further resolved to cancel the former
Authorized Capital I and II with effect as of the time when the
new Approved Capital 2009 becomes effective, but only to the
extent that it had not been utilized.
Conditional capital. By resolution of the Annual Meeting on
April 14, 2010, the Board of Management, with the consent of the
Supervisory Board, was authorized until April 13, 2015 to issue
once or several times convertible and/or warrant bonds or a com-
bination 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 also be issued by majority-owned direct or indirect subsid-
iaries of Daimler AG. Accordingly, share capital is conditionally
increased by an amount of up to €500 million (Conditional Capital
2010). The authorization to issue convertible and/or warrant
bonds has not yet been exercised.
Stock option plans. As of December 31, 2010, 11 million options
from stock option plans granting subscription rights on new
shares representing €32 million of the share capital had not yet
been exercised.
Dividends. Under the German Stock Corporation Act (AktG),
the dividend that can be distributed to shareholders is based on
the unappropriated earnings reported in the annual financial
statements of Daimler AG (parent company only) in accordance
with the German Commercial Code (HGB). For the year ended
December 31, 2010, the Daimler management will propose to the
shareholders at the Annual Meeting to distribute €1,971 million
(€1.85 per no-par-value share entitled to dividend) of the unappro-
priated earnings of Daimler AG as a dividend to the shareholders.