Daimler Annual Report 2011 - Alle jaarverslagen

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20. Equity See also the consolidated statement of changes in equity 7.04. The share capital is divided into no-par value shares. All shares are fully paid up. Each share confers the right to one vote at the Annual Shareholders’ Meeting of Daimler AG and, if applicable, with the exception of any new shares potentially not entitled to dividend, to an equal portion of the profits as defined by the dividend distribution resolved at the Annual Meeting. Each share represents a proportionate amount of approximately €2.87 of the share capital. For the development of shares issued or outstanding see 7.40. 7.40 Development of shares issued In millions of shares 2011 2010 Shares issued on January 1 1,066 1,061 Reacquired shares not cancelled (share buyback program) previous years . -37 Shares outstanding on January 1 1,066 1,024 Utilization of treasury shares to enter into a cross-shareholding structure between Daimler AG, Renault SA and Nissan Motor Company Ltd – 35 Repurchase of treasury shares to settle obligations towards former AEG shareholders . -1 Utilization of treasury shares due to the settlement of obligations towards former AEG shareholders . 3 Reacquired shares not cancelled (employee share purchase plan) -1 . Reissued shares to employees (employee share purchase plan) 1 . Creation of new shares by exercise of stock options . 5 Shares outstanding on December 31 1,066 1,066 Reacquired shares not cancelled (share buyback program) – . Shares issued on December 31 1,066 1,066 Treasury shares. By resolution of the Annual Meeting on April 14, 2010, the Board of Management, with the consent of the Supervisory Board, was authorized until April 13, 2015 to acquire treasury shares for all legal purposes, in a volume up to 10% of the share capital issued as of the day of the resolution. The authorization applies for example to the purchase of shares for the purpose of cancellation, for using them for business combinations or to acquire companies or for disposal in other ways than through the stock exchange or by offering them to all shareholders. This authorization has not been exercised in the reporting period. The resolution passed by the Annual Meeting on April 9, 2008 authorizing Daimler AG to acquire, until October 9, 2009, treasury shares in a volume of up to 10% of the share capital as of the day of the resolution for certain predefined purposes including for the purpose of using them for business combinations or to acquire companies had been partially utilized by Daimler AG between June and October 2008. Of the treasury shares purchased under this resolution, 37.1 million shares were held as treasury stock of Daimler AG as of December 31, 2009. In 2010, 32.9 million of these shares representing €94 million or 3.1% of the share capital worth a total of €1,278 million were transferred in the context of a cross-shareholding structure by which Daimler AG acquired a 3.1% equity interest in each of Renault SA and Nissan Motor Company (see also Note 3). 2.4 million treasury shares representing €7 million or 0.23% of the share capital were sold on the stock exchange for a total of €90 million to settle a cash obligation of this transaction. Through a final verdict reached by the higher regional court in Frankfurt am Main in November 2009, the exchange ratio specified in the domination and profit and loss transfer agreement between the former Daimler-Benz AG and the former AEG AG from 1988 as well as the compensation payment for unpaid AEG dividends determined in this agreement had been increased for the benefit of those AEG shareholders. In 2010, 1.5 million treasury shares representing €4 million or 0.15% of the share capital were repurchased for a price of €40 million by exercising a forward contract. This forward contract was concluded with regard to the litigation mentioned above but without any obligation to purchase shares. In 2010, claims of former AEG shareholders were settled using 3.1 million treasury shares worth a total of €108 million. 1.2 million of those treasury shares, representing €3 million or 0.11% of the share capital were sold on the stock exchange for a total of €44 million to settle claims to cash compensation of former AEG shareholders resulting from the litigation. The additional 1.9 million shares representing €6 million or 0.19% of the share capital were transferred to former AEG shareholders to satisfy their claims to additional Daimler shares. 210
7 | Consolidated Financial Statements | Notes to the Consolidated Financial Statements The remaining 0.2 million treasury shares as of December 31, 2010 representing €0.6 million or 0.02% of the share capital were transferred to former AEG shareholders to satisfy their claims to additional Daimler shares. Furthermore in 2011, simultaneously to the continuing enforcement of claims of the former AEG shareholders to additional Daimler shares, a further 0.1 million treasury shares worth a total of €7 million were purchased and transferred to former AEG shareholders to satisfy their claims to additional Daimler shares. These treasury shares represented €0.4 million or 0.01% of the share capital. As of December 31, 2011, no treasury shares are held by Daimler AG. Employee share purchase plan. In 2011, 0.6 million Daimler shares representing €2 million or 0.06% of the share capital were purchased for a price of €28 million and reissued to employees (2010: 0.4 million Daimler shares representing €1 million or 0.03% of the share capital were purchased for a price of €14 million). Authorized capital. By resolution of the Annual Meeting on April 8, 2009, the Board of Management was authorized, with the consent of the Supervisory Board, to increase the share capital of Daimler AG in the period until April 7, 2014 by a total of €1 billion in one lump sum or by separate partial amounts at different times by issuing new, registered no-par-value shares in exchange for cash and/or non-cash contributions (Approved Capital 2009). Among other things, the Board of Management was authorized with the consent of the Supervisory Board to exclude shareholders’ subscription rights under certain conditions. Conditional capital. By resolution of the Annual Meeting on April 14, 2010, the Board of Management, was authorized with the consent of the Supervisory Board, until April 13, 2015 to issue once or several times convertible and/or warrant bonds or a combination of these instruments (“bonds”) with a total face value of up to €10 billion and a maturity of no more than ten years. The Board of Management is allowed to grant the holders of these bonds conversion or warrant rights for new registered no-par-value shares in Daimler AG with an allocable portion of the share capital of up to €500 million in accordance with the details defined in the terms and conditions of the bonds. The bonds can also be issued by majority-owned direct or indirect subsidiaries of Daimler AG. Accordingly, the share capital is conditionally increased by an amount of up to €500 million (Conditional Capital 2010). The authorization to issue convertible and/or warrant bonds has not yet been exercised. Stock option plans. As of December 31, 2011, 6 million options from stock option plans initiated until and including 2004 granting subscription rights to new shares representing €16 million of the share capital had not yet been exercised (December 31, 2010: 11 million options from stock option plans granting subscription rights to new shares representing €32 million of the share capital). Dividends. Under the German Stock Corporation Act (AktG), the dividend is paid out of the distributable profit reported in the annual financial statements of Daimler AG (parent company only) in accordance with the German Commercial Code (HGB). For the year ended December 31, 2011, the Daimler management will propose to the shareholders at the Annual Meeting to pay out €2,346 million of the distributale profit of Daimler AG as a dividend to the shareholders, equivalent to €2.20 per no-par-value share entitled to dividend (2010: €1,971 million and €1.85 per no-par-value share entitled to dividend respectively). Table 7.41 shows the details of changes in other reserves from other comprehensive income/loss. 7.41 Changes in other reserves In millions of euros Before taxes Taxes 2011 Net of taxes Before taxes Taxes 2010 Net of taxes Unrealized gains from currency translation adjustments 153 – 153 1,200 – 1,200 Financial assets available for sale Unrealized gains/losses -74 -3 -77 137 3 140 Income (-)/expense reclassified through profit or loss -1 . -1 -265 4 -261 Unrealized gains/losses from financial assets available for sale -75 -3 -78 -128 7 -121 Derivative financial instruments Unrealized gains/losses -547 165 -382 -987 301 -686 Income (-)/expense reclassified through profit or loss -61 8 -53 291 -89 202 Unrealized gains/losses from derivative financial instruments -608 173 -435 -696 212 -484 Investments accounted for using the equity method Unrealized gains/losses -60 28 -32 -523 165 -358 Income (-)/expense reclassified through profit or loss -2 7 5 -134 43 -91 Unrealized gains/losses from investments accounted for using the equity method -62 35 -27 -657 208 -449 Other comprehensive income/loss -592 205 -387 -281 427 146 211
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Divisions Amounts in millions of eu
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Innovation and Growth We invented t
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Annual Report 2011 | Contents 1 | T
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Q1.11 25th anniversary of the autom
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Q3.11 Joint venture between Daimler
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25 years of the automobile and exce
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Mercedes-Benz Vans posted unit sale
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The Board of Management Andreas Ren
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150,000 km of driving before the fi
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Revolutionary 36
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The New Compact Cars Safe and comfo
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The Fascination of Electric Mobilit
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Global Success Made by Daimler Stre
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The first locally produced Mercedes
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Customer Care Worldwide China’s e
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The Future Is Our Element Any kind
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