Mercedes 2013 Annual Report Download - page 124

128
– An agreement concerning the acquisition of a majority
(50.1%) of AFCC Automotive Fuel Cell Cooperation Corp.,
which has the purpose of further developing fuel cells
for automotive applications and making them marketable.
In the case of a change of control of Daimler AG, the
agreement provides for the right of termination by the other
main shareholder, Ford Motor Company, as well as for a
put option for the minority shareholder, Ballard Power Systems.
Control as defined by this agreement is the beneficial
ownership of the majority of the voting rights and the result-
ing right to appoint the majority of the members of the
Board of Management.
– A master cooperation agreement on wide-ranging strategic
cooperation with Renault S. A., Renault-Nissan B.V. and
Nissan Motor Co., Ltd. in connection with cross-shareholdings.
The Renault-Nissan Alliance received an equity interest of
3.1% in Daimler AG and Daimler AG received equity interests
of 3.1% in each of Renault S. A. and Nissan Motor Co., Ltd.
In the case of a change of control of one of the parties to the
agreement, each of the other parties has the right to ter-
minate the agreement. A change of control as defined by the
master cooperation agreement occurs if a third party or
several third parties acting jointly acquire, legally or econom-
ically, directly or indirectly, at least 50% of the voting rights
in the company in question or are authorized to appoint a
majority of the members of the managing board. Under the
master cooperation agreement, several cooperation agree-
ments were concluded between Daimler AG on the one side
and Renault and/or Nissan on the other, which provide for
the right of termination for a party to the agreement in the case
of a change of control of another party. These agreements
primarily concern a new architecture for small cars, the shared
use and development of fuel-efficient diesel and gasoline
engines and transmissions, the development and supply
of a small van, the use of an existing architecture for compact
cars and the predevelopment of a hydrogen tank system.
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. In the case
of termination of cooperation in the area of the development
of small cars due to a change of control in the early phase
of the cooperation, the party affected by the change of control
would be obliged to bear its share of the costs of the devel-
opment of shared components even if the development were
terminated for that party.
– 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.
– 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
(as of January 9, 2014, Rolls-Royce Power Systems AG) of
Friedrichshafen by Rolls-Royce Power Systems Holding
GmbH (formerly Engine Holding GmbH) and the merger with
Rolls-Royce’s Bergen business. Daimler and Vinters Inter-
national Limited each hold 50% of the shares of Rolls-Royce
Power Systems 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-duty 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
competitors 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.