Mercedes 2012 Annual Report Download - page 217

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Authorized capital. By resolution of the Annual Meeting
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 in the period until April7,
2014 by a total of €1.0billion 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 shareholders’ subscription
rights under certain conditions and within defined limits.
The resolution regarding Approved Capital 2009 has not yet
been exercised.
Conditional capital. By resolution of the Annual Meeting
on April 14, 2010, the Board of Management, was authorized
with the consent of the Supervisory Board, until April 13,
2015 to issue once or several times convertible and/or warrant
bonds or a combination of these instruments (“bonds”) with
a total face value of up to €10 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. Among other things, the Board of Management was
authorized with the consent of the Supervisory Board to
exclude shareholders’ subscription rights for the bonds with
conversion or warrant rights for new registered no-par-
value shares in Daimler AG under certain conditions and within
defined limits. The bonds can also be issued by majority-
owned direct or indirect subsidiaries of Daimler AG.
Accordingly, the 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,2012, 3 million
options from stock option plans initiated until and including
2004 granting subscription rights to new shares representing
€8 million of the share capital had not yet been exercised
(December 31, 2011: 6 million options from stock option plans
granting subscription rights to new shares representing
€16 million of the share capital).
Dividends. Under the German Stock Corporation Act (AktG),
the dividend is paid out of the distributable profit 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, 2012, the Daimler management
will propose to the shareholders at the Annual Meeting to
pay out €2,349 million of the distributable profit of Daimler AG
as a dividend to the shareholders, equivalent to €2.20 per
no-par-value share entitled to dividend (2011: €2,346 million and
€2.20 per no-par-value share entitled to dividend respectively).
Table  7.4 3 shows the details of changes in other reserves
from other comprehensive income/loss.
In the line item “Unrealized gains/losses from investments
accounted for using the equity method,” the amounts for 2012
include the following components (amounts attributable to
shareholders of Daimler AG only): unrealized gains from currency
translation adjustments before taxes and net of taxes of €12
million (2011: unrealized gains before taxes and net of taxes
of €5 million), unrealized losses from financial assets available
for sale before taxes of €45 million and net of taxes of €45
million (2011: unrealized gains before taxes of €15 million and
net of taxes of €19 million) and unrealized gains from derivative
financial instruments before taxes of €89 million and net
of taxes of €60 million (2011: unrealized losses before taxes
of €65 million and net of taxes of €44 million).
The changes in other reserves directly recognized in equity
that are attributable to non-controlling interest are shown
in table  7. 4 4 .
Changes in ownership interests in subsidiaries. The changes
in ownership interests in subsidiaries shown in the consoli-
dated statement of changes in equity primarily result from an
increase in ownership interest in Mercedes-Benz (China) Ltd.
from 51% to 75%; the minority shareholder did not participate
in this capital increase.
21. Share-based payment
As of December 31, 2012, the Group has the 2009-2012
Performance Phantom Share Plans (PPSP) and the Stock Option
Plans 2003-2004 outstanding. The unexercised rights from
Stock Option Plan 2002 expired on March 31, 2012. The exer-
cisable stock options of 2003 and 2004 are equity-settled
share-based payment instruments and are measured at fair value
at the date of grant. The PPSP are cash-settled share-based
payment instruments and are measured at their respective fair
values at the balance sheet date.
The PPSP are paid out at the end of the stipulated holding period;
earlier, pro-rated payoff is possible only if certain defined
conditions are met. PPSP 2008 was paid out as planned in the
first quarter of 2012.
Moreover, starting with the annual bonus for 2011, 50% of
the annual bonus of the members of the Board of Management
will be paid out after a waiting period of one year. The actual
payout is determined by the development of the Daimler share
compared to an automobile related index (Auto-STOXX).
The fair value of this medium-term annual bonus, which depends
from this development, is measured by using the intrinsic
value at the reporting date.
The pre-tax effects of share-based payment arrangements
for the executive managers of the Group and the members
of the Board of Management of Daimler AG on the consolidated
statement of income and statement of financial position
are presented in table  7.4 5.