Mercedes 2012 Annual Report Download - page 77

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– Furthermore, Daimler AG has concluded a cooperation
agreement with Ford and Nissan regarding the joint predevel-
opment of a fuel-cell system. In the case of a change of
control of one of the parties to the agreement, the agreement
provides for the right of termination for the other parties.
A change of control is deemed to occur at a threshold of 50%
of the voting rights or upon authorization to appoint a majority
of the members of the managing board.
– An agreement between the owners (the so-called sharehold-
ers’ pact), regulating the exercise of voting rights in EADS
N.V. In the case of a change of control, this agreement stipu-
lates that Daimler 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 con-
tracting partner of Daimler AG. In this case, the French party
has the right of preemption under the same conditions as
offered by a third party. A change of control can also lead
to the dissolution of the voting-rights consortium. According
to the shareholders’ pact, a change of control has taken
place if a competitor of EADS N.V. or of the French contract-
ing party either appoints so many members of the Super-
visory Board of Daimler 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 Daimler AG. Meanwhile, an agreement has been con-
cluded to which amongst others the current members of the
shareholders’ pact are parties, whereby the shareholders’
pact is to be terminated. The termination of the agreement is
still subject to the condition that various measures are taken,
for which amongst other things the consent of the annual
shareholders’ meeting of EADS is required.
– A shareholders’ agreement with Rolls-Royce Holdings plc
(Rolls-Royce) and Vinters International Limited, a subsidiary
of Rolls-Royce, relating to the acquisition of Tognum AG of
Friedrichshafen by Engine Holding GmbH and the planned
merger with Rolls-Royce’s Bergen business. Daimler and
Vinters International Limited each hold 50% of the shares of
Engine Holding GmbH. In the case of a change of control of
one of the contracting parties, the agreement gives the other
contracting party the right to acquire the shares of that party
in the jointly held company at appropriate conditions at the
time of the change of control.
– An agreement relating to a joint venture with BAIC Motor Co.
Ltd. for the production and distribution of cars of the
Mercedes-Benz brand in China, by which BAIC Motor Co. Ltd.
is given the right to terminate or exercise a put or call option
in the case that a third party acquires one third or more of the
voting rights in Daimler AG.
– An agreement relating to the establishment of a joint venture
with Beiqi Foton Motor Co., Ltd. for the purpose of producing
and distributing heavy and medium-duty trucks of the Foton
Auman brand. This agreement gives Beiqi Foton Motor Co., Ltd.
the right of termination in the case that one of its competi-
tors acquires more than 25% of the equity or assets of
Daimler AG or becomes able to influence the decisions of its
Board of Management.
– An agreement between Daimler and Robert Bosch GmbH
relating to the joint establishment and joint operation
of EM-motive GmbH for the development and production
of traction and transmission-integrated electric motors
as well as parts and components for such motors for auto-
motive applications and for the sale of those articles to
the Robert Bosch Group and the Daimler Group. If Daimler
should become controlled by a competitor of Robert
Bosch GmbH, Robert Bosch GmbH has the right to terminate
the consortium agreement without prior notice and to
acquire all the shares in the joint venture held by Daimler
at a fair market price.
– An agreement between Daimler, Toray Industries, Inc. and
ACE Advanced Composite Engineering GmbH relating to the
joint establishment and joint operation of Euro Advanced
Carbon Fiber Composites GmbH for the development, pro-
duction and distribution of automotive parts made of carbon-
fiber-reinforced plastics. If Daimler should become con-
trolled by a third party, each of the two other partners to the
consortium agreement has the right to terminate the con-
sortium agreement without prior notice and to acquire the
shares in the joint venture held by Daimler at a fair market
price.
Strategy
As the inventor of the automobile, we look back on a long auto-
motive history that we have shaped to a great extent with
groundbreaking innovations and outstanding vehicles. We aim
to continue playing a pioneering role with the ongoing develop-
ment of mobility. We are committed to making the mobility of the
future safe and sustainable. Our activities are focused on our
customers’ needs. We want to inspire them with
– exciting premium automobiles that set standards in the
areas of design, safety, comfort, perceived value, reliability
and environmental compatibility;
– commercial vehicles that are the best in their respective
competitive environments;
– outstanding service packages related to those products;
and
– new, customer-oriented mobility solutions that utilize
the possibilities of increasing digitalization.