Daimler Annual Report 2011 - Alle jaarverslagen
Daimler Annual Report 2011 - Alle jaarverslagen
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