Mercedes 2010 Annual Report Download - page 68

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Purpose of the Company; amendments to the Articles of
Incorporation. The general purpose for which the Company is
organized is defined in Article 2 of the Articles of Incorporation.
Pursuant to Section 179 of the German Stock Corporation Act
(AktG), the Articles of Incorporation can only be amended
by a resolution of a Shareholders’ Meeting. In accordance with
Section 133 of the German Stock Corporation Act (AktG) and
Article 16 Paragraph 1 of the Articles of Incorporation, resolutions
of a Shareholders’ Meeting are passed with a simple majority
of the votes cast, unless otherwise required by binding provisions
of applicable law, and with a simple majority of the share capital
represented at the Shareholders’ Meeting if this be required, and
with a relative majority of the yes votes in the case of voting in
accordance with Article 16 Paragraph 2 of the Articles of Incor-
poration. Pursuant to Section 179 Subsection 2 of the German
Stock Corporation Act (AktG), any amendment to the purpose of
the Company requires a 75% majority of the share capital repre-
sented at the Shareholders’ Meeting. Amendments to the Articles
of Incorporation that only affect the wording can be decided
upon by the Supervisory Board in accordance with Article 7 Para-
graph 2 of the Articles of Incorporation. Pursuant to Section 181
Subsection 3 of the German Stock Corporation Act (AktG), amend-
ments to the Articles of Incorporation take effect upon being
entered in the Commercial Register.
Subscribed capital. The subscribed capital of Daimler AG amounts
to €3,058 million at December 31, 2010. It is divided into
1,065,641,907 registered shares of no par value. All shares confer
equal rights to their holders. Each share confers the right to one
vote and, with the possible exception of any new shares that are
not yet entitled to a dividend, to an equal share of the profits.
The rights and obligations arising from the shares are derived
from the provisions of applicable law. There were 221,418 treasury
shares at December 31, 2010.
Restrictions on voting rights and on the transfer of shares.
The Company does not have any rights from treasury shares.
In the cases described in Section 136 of the German Stock Corpo-
ration Act (AktG), the voting rights of treasury shares are nullified
by law. Shares acquired by employees within the context of the
employee share program may not be disposed of until the end
of the following year.
On April 7, 2010, Daimler AG and the Renault-Nissan Alliance
signed a master cooperation agreement on wide-ranging strate-
gic cooperation and a cross-shareholding. Renault S.A. and
Nissan Motors Co. Ltd each received an equity interest of 1.55%
in Daimler AG and Daimler AG received equity interests of 3.1%
in each of Renault S. A. and Nissan Motors Co. Ltd. For the duration
of the master cooperation agreement, but at least for five years,
i) Daimler AG may not transfer its shares in Renaul S.A. and Nissan
Motors Co. Ltd and ii) Renault S.A. and Nissan Motors Co. Ltd
may not transfer their shares in Daimler AG, to a third party with-
out prior written consent. Transfers to third parties that are not
competitors of one of the issuers of the shares in question are
exempted from this prohibition under certain circumstances,
including the case of internal corporate transfers, transfers related
to a takeover offer from a third party on the shares of any other
party, or the case of a change of control of the issuer of the
shares in question.
Authorization to buy back shares, approved and conditional
capital. On April 14, 2010, the Annual Shareholders’ Meeting
revoked the authorization to acquire own shares that had been
granted in the prior year to the extent that it had not yet been
utilized. At the same time, the Company was again authorized
during the period until April 13, 2015 to acquire own shares
for certain defined purposes up to a maximum of 10% of the share
capital at the time of the resolution by the Annual Shareholders’
Meeting. The purchase of the Company’s own shares is allowed,
inter alia, for the following purposes: for the purpose of canceling
them, offering them to third parties in connection with a corporate
merger or acquisition, disposing of them in another way than
offering them to all shareholders, and serving the stock option
plan. Own shares in a volume of up to 5% of the share capital
existing at the time of the resolution of the Annual Shareholders’
Meeting can also be acquired with the use of derivative financial
instruments, whereby the period of the individual option may not
exceed 18 months.
By resolution of the Annual Shareholders’ Meeting held on April 8,
2009, the Board of Management was authorized with the
consent of the Supervisory Board to increase the share capital of
Daimler AG during the period until April 7, 2014 by issuing new
registered shares of no par value in exchange for cash or non-cash
contributions, wholly or in partial amounts, on one or several
occasions, by up to €1,000 million (Approved Capital 2009).
The Board of Management was also authorized, inter alia, under
certain circumstances and with the consent of the Supervisory
Board to exclude shareholders’ subscription rights.
Furthermore, the Board of Management was authorized by reso-
lution of the Annual Shareholders’ Meeting of April 14, 2010
with the consent of the Supervisory Board during the period until
April 13, 2015 to issue convertible bonds and/or bonds with
warrants or a combination of these instruments, once or several
times, in a total nominal amount of up to €10 billion with a maxi-
mum term of ten years, and to grant the owners/lenders of those
bonds conversion or option rights to new, registered shares
of no par value in Daimler AG with a corresponding amount of the
share capital of up to €500 million, in accordance with the terms
and conditions of those convertible bonds or bonds with warrants.
The bonds can also be issued by direct or indirect majority-
owned subsidiaries of Daimler AG. Accordingly, the share capital
was conditionally increased by up to €500 million (Conditional
Capital 2010). No use has yet been made of the authorization to
issue convertible bonds and/or bonds with warrants.