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Daimler Annual Report 2011 - Alle jaarverslagen

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20. Equity<br />

See also the consolidated statement of changes in equity<br />

7.04.<br />

The share capital is divided into no-par value shares. All shares<br />

are fully paid up. Each share confers the right to one vote<br />

at the <strong>Annual</strong> Shareholders’ Meeting of <strong>Daimler</strong> AG and, if applicable,<br />

with the exception of any new shares potentially not<br />

entitled to dividend, to an equal portion of the profits as defined<br />

by the dividend distribution resolved at the <strong>Annual</strong> Meeting.<br />

Each share represents a proportionate amount of approximately<br />

€2.87 of the share capital. For the development of shares<br />

issued or outstanding see 7.40.<br />

7.40<br />

Development of shares issued<br />

In millions of shares<br />

<strong>2011</strong> 2010<br />

Shares issued on January 1 1,066 1,061<br />

Reacquired shares not cancelled<br />

(share buyback program) previous years . -37<br />

Shares outstanding on January 1 1,066 1,024<br />

Utilization of treasury shares to enter into<br />

a cross-shareholding structure between<br />

<strong>Daimler</strong> AG, Renault SA and Nissan Motor<br />

Company Ltd – 35<br />

Repurchase of treasury shares to settle<br />

obligations towards former AEG shareholders . -1<br />

Utilization of treasury shares due to the<br />

settlement of obligations towards former<br />

AEG shareholders . 3<br />

Reacquired shares not cancelled<br />

(employee share purchase plan) -1 .<br />

Reissued shares to employees<br />

(employee share purchase plan) 1 .<br />

Creation of new shares<br />

by exercise of stock options . 5<br />

Shares outstanding on December 31 1,066 1,066<br />

Reacquired shares not cancelled<br />

(share buyback program) – .<br />

Shares issued on December 31 1,066 1,066<br />

Treasury shares. By resolution of the <strong>Annual</strong> Meeting on<br />

April 14, 2010, the Board of Management, with the consent<br />

of the Supervisory Board, was authorized until April 13, 2015<br />

to acquire treasury shares for all legal purposes, in a volume up<br />

to 10% of the share capital issued as of the day of the resolution.<br />

The authorization applies for example to the purchase<br />

of shares for the purpose of cancellation, for using them for<br />

business combinations or to acquire companies or for disposal<br />

in other ways than through the stock exchange or by offering<br />

them to all shareholders. This authorization has not been exercised<br />

in the reporting period.<br />

The resolution passed by the <strong>Annual</strong> Meeting on April 9, 2008<br />

authorizing <strong>Daimler</strong> AG to acquire, until October 9, 2009,<br />

treasury shares in a volume of up to 10% of the share capital<br />

as of the day of the resolution for certain predefined purposes<br />

including for the purpose of using them for business combinations<br />

or to acquire companies had been partially utilized<br />

by <strong>Daimler</strong> AG between June and October 2008. Of the treasury<br />

shares purchased under this resolution, 37.1 million shares<br />

were held as treasury stock of <strong>Daimler</strong> AG as of December 31,<br />

2009.<br />

In 2010, 32.9 million of these shares representing €94 million<br />

or 3.1% of the share capital worth a total of €1,278 million<br />

were transferred in the context of a cross-shareholding structure<br />

by which <strong>Daimler</strong> AG acquired a 3.1% equity interest in<br />

each of Renault SA and Nissan Motor Company (see also Note 3).<br />

2.4 million treasury shares representing €7 million or 0.23%<br />

of the share capital were sold on the stock exchange for a total<br />

of €90 million to settle a cash obligation of this transaction.<br />

Through a final verdict reached by the higher regional court<br />

in Frankfurt am Main in November 2009, the exchange<br />

ratio specified in the domination and profit and loss transfer<br />

agreement between the former <strong>Daimler</strong>-Benz AG and the<br />

former AEG AG from 1988 as well as the compensation payment<br />

for unpaid AEG dividends determined in this agreement<br />

had been increased for the benefit of those AEG shareholders.<br />

In 2010, 1.5 million treasury shares representing €4 million<br />

or 0.15% of the share capital were repurchased for a price of<br />

€40 million by exercising a forward contract. This forward<br />

contract was concluded with regard to the litigation mentioned<br />

above but without any obligation to purchase shares. In 2010,<br />

claims of former AEG shareholders were settled using 3.1 million<br />

treasury shares worth a total of €108 million. 1.2 million<br />

of those treasury shares, representing €3 million or 0.11% of<br />

the share capital were sold on the stock exchange for a total<br />

of €44 million to settle claims to cash compensation of former<br />

AEG shareholders resulting from the litigation. The additional<br />

1.9 million shares representing €6 million or 0.19% of the share<br />

capital were transferred to former AEG shareholders to<br />

satisfy their claims to additional <strong>Daimler</strong> shares.<br />

210

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