Mercedes 2012 Annual Report Download - page 75

80
Information and explanation relevant to acquisitions
(Report pursuant to Section 315 Subsection 4 and Section
289 Subsection 4 of the German Commercial Code (HGB))
Composition of share capital. The share capital of Daimler
AG amounts to approximately €3,063 million at December 31,
2012. It is divided into 1,067,578,882 registered shares of no
par value. With the exception of treasury shares, from which the
Company does not have any rights, 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 no treasury shares
at December 31, 2012.
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
Corporation 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. Eligible participants in the Performance
Phantom Share Plans are obliged by the Plans’ terms and con-
ditions and by the so-called Stock Ownership Guidelines
to acquire Daimler shares with a part of their Plan income and
to hold them for the duration of their employment at the
Daimler Group.
On April 7, 2010, Daimler AG and the Renault-Nissan Alliance
signed a master cooperation agreement on wide-ranging strategic
cooperation and a cross-shareholding. Renault S.A. and Nissan
Motor 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 Motor Co. Ltd. Due to an
increase in the total number of outstanding shares of Daimler
AG following the exercise of stock options, each shareholding
in Daimler of Renault S.A. and Nissan Motor Co. Ltd.
amounted to 1.54% at December 31, 2012. For the duration
of the master cooperation agreement or for a period of five
years (whichever is the shorter), without the prior consent
of the other party, i) Daimler AG may not transfer its shares in
Renault S.A. and Nissan Motor Co. Ltd. to a third party, and ii)
Renault S.A. and Nissan Motor Co. Ltd. may not transfer their
shares in Daimler AG to a third party. 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 cir-
cumstances, including the case of internal corporate transfers,
transfers related to a takeover offer from a third party for the
shares of one of the other parties, or the case of a change
of control of the issuer of the shares in question. Following the
acquisition of their equity interests in Daimler, each of Renault
S.A. and Nissan Motor Co. Ltd. has stated in its voting-rights
notification issued pursuant to Sections 21 ff of the German
Securities Trading Act (WpHG) that the Daimler shares held
by the other company are to be allocated to it pursuant
to Section 22 Subsection 2 of the WpHG (coordinated action).
Provisions of applicable law and of the Articles of Incorpo-
ration concerning the appointment and dismissal of mem-
bers of the Board of Management and amendments to the
Articles of Incorporation. Members of the Board of Manage-
ment are appointed and dismissed on the basis of Sections 84
and 85 of the German Stock Corporation Act (AktG) and
Section 31 of the German Codetermination Act (MitbestG).
In accordance with Section 84 of the German Stock Corporation
Act, the members of the Board of Management are appointed
by the Supervisory Board for a maximum period of office of
five years. However, the Supervisory Board of Daimler AG has
decided generally to limit the initial appointment of members
of the Board of Management to three years. Reappointment
or the extension of a period of office is permissible, in each
case for a maximum of five years.
Pursuant to Section 31 Subsection 2 of the German Codeter-
mination Act (MitbestG), the Supervisory Board appoints the
members of the Board of Management with a majority com-
prising at least two thirds of its members’ votes. If no such major-
ity is obtained, the Mediation Committee of the Supervisory
Board has to make a suggestion for the appointment within one
month of the vote by the Supervisory Board. The Supervisory
Board then appoints the members of the Board of Management
with a majority of its members’ votes. If no such majority is
obtained, voting is repeated and the Chairman of the Board of
Management then has two votes. The same procedure applies
for dismissals of members of the Board of Management.
In accordance with Article 5 of the Articles of Incorporation,
the Board of Management has at least two members. The number
of members is decided by the Supervisory Board. Pursuant to
Section 84 Subsection 2 of the German Stock Corporation Act
(AktG), the Supervisory Board can appoint a member of the
Board of Management as its Chairperson. If a required member
of the Board of Management is lacking, an affected party can
apply in urgent cases for that member to be appointed by the
court pursuant to Section 85 Subsection 1 of the German
Stock Corporation Act (AktG). Pursuant to Section 84 Subsection
3 of the German Stock Corporation Act (AktG), the Supervisory
Board can revoke the appointment of a member of the Board
of Management and of the Chairman of the Board of Manage-
ment if there is an important reason to do so.
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. Unless otherwise
required by applicable law, resolutions of the Annual Share-
holders’ Meeting – with the exception of elections – are passed
pursuant to Section 133 of the German Stock Corporation Act
(AktG) and Article 16 Paragraph 1 of the Articles of Incorporation
with a simple majority of the votes cast and if required with
a simple majority of the share capital represented. Pursuant to
Section 179 Subsection 2 of the German Stock Corporation
Act, any amendment to the purpose of the Company requires
a 75% majority of the share capital represented at the Share-
holders’ Meeting; no use is made in the Articles of Incorporation
of the possibility to stipulate a larger majority of the share
capital. Amendments to the Articles of Incorporation that only
affect the wording can be decided upon by the Supervisory
Board in accordance with Article 7 Paragraph 2 of the Articles
of Incorporation. Pursuant to Section 181 Subsection 3 of the
German Stock Corporation Act, amendments to the Articles of
Incorporation take effect upon being entered in the Commer-
cial Register.