Mercedes 2013 Annual Report Download - page 122

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Composition of share capital. The share capital of Daimler
AG amounts to approximately €3,069 million at December 31,
2013. It is divided into 1,069,772,847 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, 2013.
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 conditions
and by the so-called Stock Ownership Guidelines to acquire
Daimler shares with a part of their Plan income up to a defined
target volume 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, 2013. 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 circumstances, 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
German Securities Trading Act (WpHG) (coordinated action).
Provisions of applicable law and of the Articles of Incor-
poration concerning the appointment and dismissal
of members of the Board of Management and amendments
to the Articles of Incorporation. Members of the Board
of Management 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 Manage-
ment 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 appoint-
ment of members of the Board of Management to three years.
Reappointment or the extension of a period of office is permis-
sible, 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
comprising at least two thirds of its members’ votes. If no
such majority is obtained, the Mediation Committee of the
Supervisory Board has to make a suggestion for the appoint-
ment 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.
Information and Explanation Relevant
to Acquisitions.
(Report pursuant to Section 315 Subsection 4 and Section 289 Subsection 4 of the German Commercial Code (HGB))