Annual Meeting 2005 - Counter-Motions

As follows, you will find counter-motions from shareholders who oppose the proposals made by the Board of Management and the Supervisory Board on the Agenda of the Annual Meeting on April 6, 2005, which the Company has to make accessible to all shareholders.

 

 

Dear Shareholders,

For our Annual Meeting to be held in Berlin on April 6, 2005, some shareholders have submitted counter-motions to Agenda Items 2, 3, 4, 6 and 7.

The following counter-motions are listed in chronological order as they were received by DaimlerChrysler.

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Jürgen Grässlin, Haierweg 51, 79114 Freiburg

Regarding Item 3 of the Agenda:

“The actions of the members of the Board of Management are not to be ratified.

Reason:

Jürgen E. Schrempp became Chairman of the Board of Management of Daimler-Benz AG in 1995 – which is now ten years ago. In the first few years he managed the Group in the fast lane with increases in revenues and earnings as well as workforce expansion from 311,000 employees in 1995 to 441,500 in 1998.

But then Mr. Schrempp announced his vision of becoming the “Number 1” of all automobile companies. The mistaken investments as a result of this totally exaggerated goal were still having a dramatic impact on business developments in 2004.

The entry into becoming a so-called “global corporation” was the takeover of Chrysler Corporation which Mr. Schrempp initiated in 1998, and which we Critical Shareholders rejected at the Annual Meeting in September 1998. And quite rightly, as the announced “marriage made in heaven” turned into a “gamble on earth”. If Mr. Schrempp initially deceived the board and shareholders of Chrysler about his true intentions, he revealed them to the Financial Times in October 2000: “The structure that we now have with Chrysler (as an independent department) was always the structure that I wanted.” (Quote from the FT of October 30, 2000.)

As a consequence, Co-Chairman Robert J. Eaton was pushed out of the Group at an early stage and the number of US members of the Board of Management fell dramatically. Chrysler’s degradation to a Daimler department led to the sale of large numbers of shares by US shareholders. Schrempp’s promises on the Chrysler takeover – “You are the owners of a company with tremendous growth prospects,” (HV 1999) – proved to be a non-starter for a long time. For many years, Chrysler vehicles could only be sold with exorbitant discounts.

With the acquisition of a 37% stake in Mitsubishi Motors, Mr. Schrempp and the Daimler Board of Management wasted more millions of euros on a decrepit car company. But Mr. Schrempp painted a picture of a highly lucrative and market-dominating automotive group that would open the door to the Asian market for DaimlerChrysler. Once again, the Board of Management’s analyses were completely wrong and led our company into an even deeper crisis. If the Supervisory Board, supported by most of the Board of Management, had not prevented him from investing more money in Mitsubishi in April 2004, Mr. Schrempp would have wasted billions more.

The consequences of these and other wrong decisions (such as the investment in Hyundai) have to be accepted by the shareholders and employees. The market capitalization was halved, the share price fell from €94.90 (1999) to €35.26 (2004), the dividend fell from €2.35 (1999) to €1.50 (2004) per share, and the workforce was reduced from 466,938 (1999) to 384,723 (2004) employees.

Mr. Schrempp suffered a total humiliation when he was named “Worst Manager of the Year” by Business Week in January 2004.

Today we have before us the scrap heap of Schrempp’s visions of a global corporation. Of the three former pillars - Mercedes, Mitsubishi and Chrysler - only Chrysler is relatively stable. Even the Mercedes Car Group is meanwhile driving in reverse, earnings have fallen by 47% due to quality problems.

The former promises of a 25% share of vehicle sales in Asia due to the investments in Mitsubishi and Hyundai are nothing but waste paper. Now China is being propagated as the automobile market of the future, which may well be the case for many companies, but not for DaimlerChrysler. Because with the stricter environmental-protection laws Mercedes will not be able to sell many sedans in China as of 2008. The next crash is already pre-programmed.

The concentration on the core business of making cars, which has been promised for many years, has not happened either. DaimlerChrysler and its associated companies have been degraded into a department store, which now produces oversized Maybach and loss-making smart cars, unattractive Mitsubishi and poor-quality Mercedes vehicles, inhuman mine-laying systems and nuclear-weapons carriers in breach of international law. And while production figures at Mercedes have to be reduced, Daimler’s associated company EADS is rising to be a leading armaments producer and exporter with the Eurofighter and the A400M military transporter.

In review, the decade with Schrempp at the head of the Board of Management is a lost decade. He has missed by a long way the goals he set himself of forging the most innovative and future-oriented mobility group. In the end, Mr. Schrempp will go down as the biggest destroyer of jobs, shareholder value and market capitalization in the history of Daimler-Benz and DaimlerChrysler AG – but with many times his former salary. Ten years of Schrempp? No reason to celebrate!”

Regarding Item 4 of the Agenda:

“The actions of the Supervisory Board are not to be ratified.

Reason:

Last year, the Supervisory Board once again failed to pass a resolution on the individualized listing of the compensation of the members of the Board of Management. Meanwhile, 18 of the 30 companies in the DAX, the top German share index, list the salaries of each of their board of management members in their annual reports.

DaimlerChrysler, however, is still one of the black sheep, which is incomprehensible from a shareholder’s point of view. The Critical Shareholders thus have to assume that through this secrecy those members of the Board of Management are meant to be hidden who, due among other things to their inadequate performance, had to accept reductions in compensation compared with the prior year.

Even Deutsche Bank AG now publishes the compensation paid to its CEO, Josef Ackermann. It is therefore impossible to understand the fact that the former Deutsche Bank CEO and present DaimlerChrysler Supervisory Board Chairman Hilmar Kopper apparently does not make any efforts to disclose the compensation of DaimlerChrysler Board of Management Chairman Schrempp and the other members of the Board of Management. In this way, Mr. Kopper is losing credibility and making himself the accomplice of Board of Management interests.

This attitude fits into the sad tradition of incomprehensible and damaging decisions by the DaimlerChrysler Supervisory Board – especially of the members representing the shareholders - which for a long time has not fulfilled its monitoring function and is also an utter failure in this respect.”

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Eva Grässlin, Haierweg 51, 79114 Freiburg

Regarding Item 3 of the Agenda:

“The actions of the members of the Board of Management are not to be ratified.

Reason:

In July 2004, the Company’s management attempted in a blackmailing manner to play off the employees in Sindelfingen, Untertürkheim, Bremen and South Africa. The mismanagement of Jürgen Schrempp and his Board of Management colleagues with years of capital expenditure to save Chrysler and the mistaken investment in Mitsubishi Motors now have to be paid for by the workforce.

The top management has to be held responsible for blatant misjudgment, so an honest declaration of blame on their part and the halving of Board of Management salaries would have been appropriate. But while the Board of Management preaches water to the workforce, it is enlarging its own wine cellar by multiplying its total remuneration, as has happened in recent years.

In his speech at the 2003 Annual Meeting, Mr. Schrempp praised DaimlerChrysler’s “success factors”. In his opinion these include “a high degree of communication skills, as well as … sensitivity, respect and tolerance. But above all one thing is important: team spirit. And I am particularly pleased that in the whole Company I detect a strong feeling of togetherness and a very good atmosphere”.

Exactly this team spirit was destroyed at the latest at that moment when Mr. Hubbert in his function at that time as Head of Mercedes claimed: “If we do not eliminate the Baden-Württemberg illness, the result will be a dramatic loss of jobs.” Whoever makes threats with unpaid additional working time, a reduced Christmas bonus, up to 100 hours overtime a year at the normal hourly rate, more temporary workers, shorter intervals on the assembly lines, Saturday as a regular working day, the elimination of breaks and much more, whoever gradually implements this scenario, this person throws Mr. Schrempp’s high-flown words into the waste-paper basket.

This person says: “External polls confirm that we are one of the most popular employers in the world. We are proud of this reputation. And we are working daily on living up to this claim.” Measured by the actions of the Board of Management, there is not much left of this. Social standards are to be sacrificed, the various locations are played off against each other.

Only through massive employee protests was some weakening of the planned measures achieved. Contrary to the hopes of the Board of Management, the workforce was not split, but the seeds of mistrust and uncertainty will blossom - and that is not for the good of the Company. In the view of the Critical Shareholders (www.kritischeaktionaere.de), with this strategy DaimlerChrysler is taking a gamble with the motivation and creativity of the workforce. Business locations in Germany cannot be secured with demotivated employees.

Instead of continuing to present himself as a job killer and capital destroyer, Jürgen E. Schrempp should introduce technologies that protect jobs and secure the future such as the series production of a car that consumes two liters of fuel per hundred kilometers.”

Regarding Item 4 of the Agenda:

“The actions of the Supervisory Board are not to be ratified.

Reason:

As was already the case with the majority shareholding in Fokker NV and the so-called fusion with Chrysler Corporation, the Supervisory Board under the leadership of Hilmar Kopper once again failed to control the Board of Management in the case of Mitsubishi, and failed to take the necessary decisions. Solely the investment in Mitsubishi Motors Company resulted in several million euros being wasted.

Contrary to many years of rose-tinted spectacles of the Daimler management, Mitsubishi today is in a miserable state:

> Customers are buying fewer and fewer automobiles from Mitsubishi.

> Mitsubishi has debts of €8.5 billion.

> The company’s headquarters in Tokyo are being sold off too cheaply. Where the company’s future headquarters will be is not yet clear.

Despite this development, which was indicated for a long time in advance, the Board of Management did not decided until April 2004 that DaimlerChrysler would not supply any more millions of subsidies. A Supervisory Board functioning as a monitoring body would have acted long ago and influenced the Board of Management to get out of Mitsubishi. Instead, the members in particular representing the shareholders prove to be highly paid yes-men.

The money that has been senselessly wasted as a result of false Board of Management decisions was reclaimed in 2004 from quite a different source: In order to achieve savings of €500 million, last summer the Board of Management played off the employees in the plants in the south of Germany, Bremen and South Africa.

This procedure is evidence of a purely profit-oriented shareholder-value mentality. Through wage cuts and other disadvantages, the employees have to make up for the mistakes that the Board of Management has made costing billions of euros and that the Supervisory Board has made with its own failings.

Instead of wasting money on Mitsubishi, it would have been far more sensible to invest the money in maintaining social and employment standards, in quality development at the Mercedes Car Group, and in the creation of new jobs by promoting ecological mobility.

With the gradual retreat from Mitsubishi it is becoming increasingly clear that Schrempp’s global corporation has failed. But instead of firing the Board of Management Chairman, he has been awarded exorbitant salary increases in recent years. All we need now is the decision that Mr. Schrempp is to be appointed Chairman of the Supervisory Board, then the disaster will be complete.”

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Holger Rothbauer, Poststraße 12, 72072 Tübingen

Regarding Items 3 and 4 of the Agenda:

“The actions of the members of the Board of Management and of the Supervisory Board are not to be ratified.

Reason:

Since according to the German Stock Corporation Law it is not possible in a counter-motion to propose that only the actions of Board of Management Chairman Schrempp and Supervisory Board Chairman Kopper are not to be ratified, the counter-motion is made that the actions of the entire Board of Management and Supervisory Board are not to be ratified.

At the beginning of last year’s Annual Meeting on April 7, 2004, Supervisory Board Chairman Hilmar Kopper informed everyone present at the ICC in Berlin, without any previous related inquiry, that DaimlerChrysler cooperates with The United Nations Children’s Fund, UNICEF. In the context of the following discussion, Board of Management Chairman Jürgen Schrempp state din reply to a question from the Association of Critical DaimlerChrysler Shareholders (KADC) that DaimlerChrysler was not “on UNICEF’s black list” and that DaimlerChrysler had been cooperating with UNICEF again since July 2003. The statements of both Hilmar Kopper and Jürgen Schrempp do not correspond with reality. In an authorized statement by UNICEF International of which KADC has a copy, it is stated that UNICEF currently does not regard DaimlerChrysler as a partner or ally due to its ownership interest in EADS and thereby also in RTG Euromunition. This clear and unequivocal response from UNICEF is based on Clause 6 of the UNICEF Guidelines and Manual for Working with the Business Community. Here it is stated that no cooperation is possible between UNICEF and a company that is involved in the business of armaments and weapons production. Following the through evaluation of all internationally available facts, UNICEF has identified DaimlerChrysler as such a company from the area of the armaments industry and the production of mines. Due to the 30% shareholding in the world’s seventh-largest armaments company, EADS, and due to its 50% shareholding in RTG Euromunition, which among other things is responsible for the production and sales of mines (MIFF, MUSPA), UNICEF refuses to cooperate and form an alliance with DaimlerChrysler.

In the aforementioned letter, UNICEF also informed KADC that UNICEF has a mere purchaser-supplier relationship with companies which at least have to undertake not to allow child labor and not to produce any anti-personnel mines or parts thereof. The US defense ministry (the Pentagon) and the Italian defense ministry regard MIFF and Muspa as such mines that come under the Ottawa Treaty and are thus defined as anti-personnel mines. In this way our company is actually risking being blacklisted as a supplier by international organizations.

Also the honorable attempt to donate money to UNICEF in connection with the Tsunami aid operation in Southeast Asia must not distract from the fact that UNICEF rejects cooperation and alliance with our company due to its armaments involvement. UNICEF knows that 80% of the victims in the world’s current violent conflicts are children and women. They are often victims of weapons that unfortunately are exported all over the world by DaimlerChrysler and its associated companies. This statement by UNICEF does disastrous damage to our company’s image, for which Mr. Kopper and Mr. Schrempp must be held responsible. Due to this wrongful behavior, the actions of neither of them can be or may be ratified.”

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Beate Winkler-Pedernera, Wilhelm-Milius-Weg 9, 21684 Stade

Regarding Item 3 of the Agenda:

“The actions of the members of the Board of Management are not to be ratified.

Reason:

In the study, “Corporate Women Directors International” of October 2004, DaimlerChrysler was criticized for the fact that there is no female member of either the Supervisory Board or the Board of Management, and that women occupy only 5.8% of all executive positions at the company. DaimlerChrysler is thus the embarrassing back-marker in an international comparison of the 200 largest companies. It is therefore even less comprehensible because our company’s management together with the Group Labor Council issued a “Declaration on the Promotion of Equal Opportunities” in 2001 and set concrete goals up to the year 2005 – which is now! The proportion of women in executive functions in levels 1 to 4 was to be increased from 5.7% in 2001 to between 8% and12% in 2005. A higher proportion of women was also to be attained in level 5 (from 0% to ?). In fact, we have achieved an increase in levels 1-4 of 0.1 of a percentage point! What a performance! What happened to the “Career Workshops for Top Women Graduates”, for which in the year 2002 alone about 675 interested women applied from all over the world!

Quite rightly, it was written in the preamble to the “ Declaration on the Promotion of Equal Opportunities” that “the promotion of women in our company ………… important focus [see], to achieve long-term success and to fulfill our responsibility in terms of social policy. The promotion of women is an important step towards the promotion of equal opportunities and towards the implementation of our human resources strategy. About half of all school-leavers and more than half of all young people with advanced school-leaving qualifications are women. This know-how and the manifold competencies are to be applied appropriately in the company”. However, this insight had few consequences, and these few consequences had little success, therefore it must be assumed that women at DaimlerChrysler are still held back or at least ignored. How can it otherwise be explained that the female Supervisory Board candidate proposed by the Association of Critical DaimlerChrysler Shareholders was the only female candidate to be proposed so far. Apart from the major shareholders, who once again showed no interest in the competencies of this woman, Marion Struck-Gabe (see www.kritischeaktionaere.de) obtained an impressive 652,162 votes. I urgently request that female candidates are nominated for the Board of Management and the Supervisory Board. In this context I can also quote Jürgen Schrempp directly: “We are often asked whether DaimlerChrysler has a sufficient number of qualified employees. My answer is a decisive “Yes!” For each international executive position to be occupied, we can select from several extremely suitable candidates.” The emphasis is to be understood as being on male candidates, since women did not gain access to these executive positions.

I require that the voluntary commitment to 12% women in management positions is achieved and that this proportion is increased further. In comparison: At Deutsche Post the proportion of women in the Supervisory Board is 30%. At both MetroAG and Deutsche Bank it is 25%. When Mr. Kopper as the former CEO of Deutsche Bank knows how this can be done, why does he not pay attention to this in his function as Supervisory Board Chairman at DaimlerChrysler?

I propose that the actions of the Board of Management and the Supervisory Board are not ratified until the advantages of “mixed teams”, which have repeatedly been proven in studies to “create added value for shareholders”, are actually utilized.

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Paul Russmann, Forststr. 160 c, 70193 Stuttgart

Regarding Items 3 and 4 of the Agenda:

“The actions of the members of the Board of Management and of the Supervisory Board are not to be ratified.

Reason:

Numerous shareholders grant proxy voting rights to the Critical DaimlerChrysler Shareholders, Arndtstr. 31, 70197 Stuttgart, Tel: +49 (0)711 608396, E-mail: orl-russmann@gaia.de, www.kritischeaktionaere.de because:

... The Board of Management and the Supervisory Board ignored demands to abandon the production and export of armaments also in the 2004 financial year.

Instead of disposing of the investment in EADS, or alternatively ensuring that EADS only supplies civil products, the revenues generated by EADS in the field of armaments production increased from €6 billion (2003) to €8 billion (2004)! In other words: Even more Daimler-EADS weapons were exported all over the world in 2004.

... In breach of international law, Daimler/EADS is producing new carrier missiles for nuclear weapons.

Now it is official: Through EADS, DaimlerChrysler is involved in the development of new carrier missiles for nuclear weapons. At the end of 2004, the office for procurement of the French defense ministry ordered new carrier missiles for nuclear warheads worth €3 billion from EADS within the framework of the M-51 program. In 2010, the M51 will replace the previous model, the M-45, and will be stationed on four French nuclear-armed submarines. The M-51 has a longer range and better accuracy than the M-45. Instead of encouraging the destruction of all nuclear weapons, Daimler is contributing to a new nuclear arms race through EADS. DaimlerChrysler is thus infringing the expertise of the International Court of Justice of 1996, which classified even the development of new nuclear weapons as “generally in breach of international law”.

... Daimler/EADS is again supplying old mines.

On the current Internet site of the EADS associated company, RTG-Euromunition (www.RTG-E.de), until January 2005, the mines MUSPA and MIFF were offered under the names of PAAS and PATS – although at the last Annual Meeting the Board of Management claimed that the MIFF and the MUSPA had not been produced since 1994. The word “mine” is not mentioned on the MIFF and MUSPA website. That was different a few years ago: In an advertising campaign, the MIFF was called the “mine flat-flat” and the MUSPA was described as “fragment area-closure mine”. According to information received by telephone from RTG-Euromunition, this Internet page was closed down as a result of protests in February 2005. What is Daimler/EADS trying to hide? Fear of criticism of being a mine producer?

... Daimler/EADS produces/has produced wide-area munitions.

According to the alliance for action www.landmine.de, the Daimler associated company EADS is one of those companies that is or has been involved in the development and/or production of wide-area munitions. Wide-area munitions produce a large number if duds which, just like landmines, threaten the lives and health of civil populations and hinder post-conflict reconstruction. Wide-area munitions duds frequently react more sensitively to contact from a person than the prohibited anti-personnel mines.

... The investment in EADS does not fit the core business and still has not been sold or converted.

DaimlerChrysler’s investment in EADS repeatedly causes public disapproval and protest campaigns. Many people, especially young people, refuse to invest in our company’s shares or to buy our vehicles as long as DaimlerChrysler/EADS supplies mines, wide-area munitions and nuclear weapons. Furthermore, it is not clear how the investment in EADS fits with the stated strategy of the Board of Management of concentrating on the core business – that is, the automotive business. The investment in EADS causes substantial damage to the image of our Group.

... The Board of Management and the Supervisory Board do not fulfill their moral and ethical responsibility.

Summary: Instead of introducing the urgently needed contribution to converting jobs in armaments production to civil manufacturing, once again in 2004 the Board of Management and the Supervisory Board of DaimlerChrysler AG ignored the Group’s own share in the production of weapons and armaments. Therefore the Board of Management and the Supervisory Board have not fulfilled their moral and ethical responsibility. The Supervisory Board also failed in its duty to monitor the Group’s Board of Management.

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Hans-Walter Grünewälder, Brahmsstr. 27, 42289 Wuppertal

Regarding Item 3 of the Agenda:

“The actions of the members of the Board of Management are not to be ratified.

Reason:

The total extent of the disaster at Mitsubishi did not become visible for the shareholders and the public until after the last Annual Meeting, and it may well be assumed that if there had not been the extremely massive criticism from the shareholders last year the involvement would have continued. Irrespective of whether or not the Company is compensated by Mitsubishi for the losses at Fuso, it is clear that this is yet another company that was bought at the wrong time and for the wrong price; a feature of nearly all acquisitions that have been made under Mr. Schrempp. And now, after the trouble of the prior years, the Group’s former showpiece the Mercedes Car Group has also started to flounder. The smart is a flop, the Vaneo small van will be abandoned and the quality problems at Mercedes-Benz Passenger Cars have led to market-share losses. Whether the earnings improvement at Chrysler is really as praiseworthy as it is described by the management will not be clear until the question is answered at the Annual Meeting concerning the effects in 2005 of the agreement concluded last year between the Chrysler Group and the Services division “on the adjustment of compensation for subsidized financing offers and the changed acceptance of residual-value risks for certain leased vehicles,” which in the prior year led to a gain of €0.2 billion at Chrysler.

When under “Corporate Governance – Boards of the Company” with the description of the careers of the individual members of the Board of Management Mr. Schrempp claims that “DaimlerChrysler is today a global company that is the best-positioned worldwide, all of our shareholders who have heard of Toyota and Renault must feel mocked. In particular due to the fact that Renault invested in Nissan and made it into a success story after Mr. Schrempp did not want to invest in Nissan and instead bought shares in Mitsubishi.

That manager who first recognized the problems at the Mercedes Group and spoke openly about the need to revitalize that division had to leave, and the responses from Mr. Schrempp to the problems at Mercedes are – if the newspaper Frankfurter Allgemeine Zeitung is to be believed – “at this company we have often shown that we can turn around difficult situations,” “we will take control of the situation within twelve months,” and regarding the smart “the car is good, its earnings are bad”. I would like to state the following points:

a) The difficult situations that are to be “turned around” are largely the result of Mr. Schrempp’s acquisitions.

b) The Board of Management’s projected timeframes to improve earnings have hardly ever been accurate (last year significant earnings improvements were promised as of 2005, now there is talk of a “slight increase”).

c) Regarding his remarks on the smart, one can only reply: The workforce is good, the Board of Management is bad.

If, despite all these failures, the other members of the Board of Management are still faithful to their Chairman in undying loyalty, one must doubt their critical capabilities and refuse to ratify the actions of the entire Board of Management.

Regarding Item 4 of the Agenda:

“The actions of the members of the Supervisory Board are not to be ratified.

Reason:

Despite massive criticism at last year’s Annual Meeting, the Supervisory Board extended Mr. Schrempp’s contract, and in an article in the newspaper Frankfurter Allgemeine Zeitung, Mr. Kopper not only defended Mr. Schrempp, but also chastised his critics and accused them of ignorance. A similar thing occurred in a television interview with a journalist from Manager magazine. Among other things, he referred to the performance of the last three years, and that the criticism should have been made – if at all – in 2001. Mr. Kopper deliberately overlooked the fact that in the 10 years that Mr. Schrempp has been Board of Management Chairman, DaimlerChrysler’s share price has hardly changed, while the value of BMW shares has nearly doubled. The Supervisory Board Chairman also negated the demands made by many shareholders as early as 2001 that Mr. Schrempp’s contract should be terminated, which at that time caused the Supervisory Board to prolong his contract earlier than had been foreseen.

Now that not only the complete extent of the Asian disaster has become clear, but also the serious problems at the Mercedes Car Group, the contract extension can only be regarded as the most fatal personnel decision that has ever been taken in the history of DaimlerChrysler AG. An additional negative fact is that at the same time, one of the best and most highly regarded young managers in the industry had to go because he – if the reports in the press are accurate –not only had a different opinion from his Board of Management Chairman, but also was the first to point out the problems of the Mercedes Car Group.

In addition, it still has not been announced whether the Supervisory Board will makes claims against Mr. Schrempp – or at least his D & O insurance – for the consequences of his interview in the Financial Times (at least €240 million).

Because personnel and material resources have been wasted irresponsibly at DaimlerChrysler AG, Mr. Schrempp’s contract extension was such a mistake that the actions of the entire Supervisory Board should not be ratified; because also the support for Mr. Schrempp from the employees’ side is no longer comprehensible.”

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Michael Bürger, Hans Stiglocher Str. 8, 84489 Burghausen

Regarding Item 3 of the Agenda:

“The actions of the members of the Board of Management are not to be ratified.

Reason:

For more than 2 years now, Mercedes’ involvement in Formula 1 racing has been an extremely questionable enterprise.

In addition to the millions that are irresponsibly wasted in these activities, the Mercedes brand has suffered substantial image damage and the former aura of quality and reliability has been destroyed.

This image damage is also reflected in the disastrous earnings that Mercedes achieved last year. With a reduction in earnings of 47%, all the alarm bells should be ringing in the Board of Management!

I demand that the Board of Management of DaimlerChrysler AG immediately withdraws from Formula 1 and uses the funds thus released to return Mercedes to a path of success and to protect jobs in Germany.”

***

Wilm Diedrich Müller, Am Markt 3, 26340 Neuenburg

Regarding Item 4 of the Agenda:

“The actions of the members of the Supervisory Board are not to be ratified.

Reason:

I would justify this motion by the fact that the Annual Report approved by the same Supervisory Board one year ago was issued in the name of ‘DaimlerChrysler AG’ and not in the name of ‘Company DaimlerChrysler AG’.”

***

Tim Werner, Interest Group of Mercedes Victims in Germany,

Birkenweg 1, 61449 Steinbach/ Ts.

Regarding Item 3 of the Agenda:

“The actions of the Chairman of the Board of Management, Prof. Jürgen E. Schrempp, are not to be ratified.”

Reason:

The actions initiated at short notice by Prof. Schrempp in the direction of balance-sheet cosmetics and out of egoistic interests (due to profit-related Board of Management compensation) have led to immense accrued liabilities and capital elimination, a dramatic decline in the quality of Mercedes-Benz vehicles and customer satisfaction in particular, as well as significant losses in market share and unit sales.

The statements made by the Board of Management in March 2004 “…quality of our Mercedes-Benz vehicles and resulting satisfaction of our customers are of great importance to us…” are in contradiction to the actual actions of the Board of Management.

DaimlerChrysler/Mercedes-Benz has turned away from the reason for its existence, the customer, and now orients itself only towards short-term accounting factors and is thus jeopardizing the long-term existence of the Company.

Prof. Schrempp is also responsible for the fact that considerable sums of money have been invested in decrepit companies (in particular Mitsubishi, Chrysler, Formula One) to the disadvantage of the core business of the Mercedes-Benz brand; the vision of the “global corporation” has failed.

***

Peter Lamm, Tilsiter Str. 2, 52249 Eschweiler

Regarding Items 3 and 4 of the Agenda:

“The actions of the members of the Board of Management and of the Supervisory Board are not to be ratified.

Reason:

The serious quality problems with passenger cars have meanwhile reached a magnitude that is putting the whole Company in a frighteningly weak position.

In terms of quality, DC has long been overtaken by all of the Japanese competitors, and our Board of Management looks on almost passively.

The safety-relevant defects with the SBC brakes ( E-Class W211) have not even been eliminated after two years and DC does not have the courage to revert from this system, which is still not ready for series production, to the old tried-and-tested systems. Customers are being used as guinea pigs and in return are supplied with vehicles that have not been fully developed, are prone to break down, and have safety risks.

The members of the boards are apparently unaware that this is a question of human lives.”

***

Holger Rothbauer, Poststraße 12, 72072 Tübingen

Motion A

Regarding Item 7 of the Agenda:

“Ms. Marion Struck-Garbe, 57, a graduate in sociology and economics and lecturer at the University of Hamburg, resident of Hamburg, Chairwoman of the Pacific Network, spokeswoman for peace and the environment for Greenpeace Germany,

is hereby proposed for election to the Supervisory Board of Daimler-Chrysler AG, Stuttgart. The management’s proposal under Item 7 of Mr. Arnaud Lagardere as a candidate for this position will therefore be opposed in the Annual Meeting.

(Ms. Marion Struck-Garbe has formally declared her consent to the candidacy.)

Reason:

As shareholder representative of the Association of Critical DaimlerChrysler Shareholders (KADC), Arndtstr. 31, 70178 Stuttgart, I am still very concerned about the Group’s structural and financial development. On the side of the Supervisory Board representing the shareholders, so far we have only had men of whom it is not apparent to what extent they fulfill their supervisory function and encourage pioneering decisions by the Board of Management and/or constructively support the Board of Management.

The continued clinging-on to a large stake in the armaments company EADS damages the image of the Mercedes Car Group and has a disadvantageous effect on its sales in competition with other manufacturers.

The Mercedes Car Group has finally decided to introduce the soot-particulate filter for diesel vehicles after massive pressure from KADC in collaboration with Greenpeace over the last three years which could no longer be ignored. But this was much too late and demonstrates the loss of Daimler’s former technology leadership also in this area.

Instead of facing up to the new challenges of our time in the fields of transport technology and ecology, and thus conquering the markets of the future, the Group’s management is getting involved in an incalculable adventure while clinging on to image-damaging armaments production by EADS.

Reorientation is required urgently.

The nomination of Mr. Arnaud Lagardere represents the old patterns of thinking: Male management board members from one company sit on the supervisory boards of the companies of their male friends in line with the motto of ‘I’ll scratch your back if you scratch mine’. Mr. Lagardere already holds positions in twelve companies, so there are now already substantial doubts about his efforts for DaimlerChrysler. Furthermore, in his main function for the armaments company EADS, Mr. Lagardere is evidently the guarantee that DaimlerChrysler will continue clinging on to image-damaging armaments production. This is the wrong kind of signal.

Ms. Marion Struck-Garbe is 57 years old, lives in Hamburg, is a graduate in sociology and economics, a lecturer at the University of Hamburg, Chairwoman of the Pacific Network and currently active for Greenpeace Germany as spokeswoman for peace and the environment. She is a highly competent expert, particularly in the field of environment technology, and could give useful impetus to a Supervisory Board that has so far only consisted of older men, especially in the area of environmental orientation, and could monitor this type of work by the Board of Management more competently. Through her activities in the Pacific Network, she has specific knowledge of one of the world’s most important markets of the future. Her activities at the University and for Greenpeace demonstrate her outstanding capabilities in the fields of organization and structuring for the future. With the election to the Supervisory Board of such a competent woman, the Group would at last properly fulfill the requirements of the Global Governance Code.

Ms. Struck-Garbe holds no other Supervisory Board position and could therefore devote herself fully to seriously fulfilling the duties of a Supervisory Board member.”

***

Dr. Andreas L. Heimig, Poststr. 14a, 40667 Meerbusch

Regarding Item 2 of the Agenda:

“I hereby contradict the allocation of unappropriated profits.

Reason:

I refer to my comments on Item 3 of the Agenda, insofar as non-disclosed Board of Management salaries flow into the calculation of unappropriated profits with the result that transparency and comprehensibility for the shareholders are insufficiently guaranteed. I also refer to my comments on Item 6 of the Agenda, insofar as the allocation of unappropriated profits is affected.”

Regarding Item 3 of the Agenda:

“The actions of the Board of Management are not to be ratified.

Reason:

As long as the Board of Management refuses to disclose its members’ salaries, I refuse to ratify their actions. Furthermore, the Board of Management has destroyed a large proportion of the assets and market capitalization of DaimlerChrysler AG through a series of wrong decisions. Some examples of this are the merger with Chrysler, the development of the smart brand, the involvement in Mitsubishi and a mistaken model policy with an excessively large product range, which, among other things, leads to cannibalization effects (most recently the development of the B-Class as a supplement to the A-Class) and extremely excessive costs because there are too many platforms.

In recent years, the image of the DaimlerChrysler brand has suffered, this will possibly be permanent, thus leading to high financial losses for DaimlerChrysler AG. The well-known quality problems of Mercedes-Benz vehicles are also a result of the Board of Management’s lack of focus on fewer models and brands and the workforce’s exhaustion in connection with the turnaround of Chrysler.”

Regarding Item 4 of the Agenda:

“The actions of the Supervisory Board are not to be ratified.

Reason:

I refuse to ratify the actions of the Supervisory Board insofar as it bears co-responsibility for the points of criticism mentioned under Item 3.”

Regarding Item 6 of the Agenda:

“I cannot authorize the acquisition of own shares.

Reason:

The financial resources foreseen for this purchase should be invested in growth-inducing activities or quality improvements or research and development projects, for example. Otherwise I propose the distribution to the shareholders of the portion of profit planned for the acquisition of own shares.”

***

Dietrich-E. Kutz, Gymnasiumstr. 10, 88400 Biberach

Motion B

Regarding Items 3 and 4 of the Agenda:

“I hereby propose that the actions of the Board of Management (Item 3) and of the Supervisory Board (Item 4) are ratified individually.

Reason:

The Board of Management and the Supervisory Board have once again failed to do justice to the outlook and visions. They are paid for success and the shareholder value that has been achieved is once again unsatisfactory – that is, not good enough to be ratified. The Chrysler, Mitsubishi, Fuso and now Mercedes dilemmas are not unique events along the career path of the Board of Management Chairman, see Dornier, Fokker etc. How much capital has been wasted on the failures in the Far East and how much more is to come from Mercedes?

Pride always comes before a fall. The managers must display more sensitivity in order to recognize developments in the various areas of the Group at an earlier stage. A year of disappointment lies behind us, with skepticism for the future. Which manager achieves the best results? Sympathy is not enforceable. All in all, a brutal ending to normality. Waiting and hoping (sometimes) makes fools of the shareholders. With the understanding that something terrible may not be repeated, although we cannot understand/accept why and how it happened. Difficult times are coming for pinstripes and coffee, because the success is very modest.”

Motion C

Regarding Item 6 of the Agenda:

“I propose that the resolution on authorization to acquire the Company’s own shares to service the stock-option plan is rejected, due to the lack of success and lack of goal accomplishment of this plan.

Reason:

The stock-option plan is a self-service instrument without any reciprocal service, i.e. assets are transferred from the shareholders to the Board of Management and other executives. Now it is also becoming clear why the disclosure of individual managers’ salaries is not desired and is being resisted. The comparison you make with international executive personnel in the United States does not do it justice, you are limping behind success. Take Apple CEO Steve Jobs as an example, he received a salary for the year 2004 of just one dollar.”

***

Horst and Maria-Renate Klose, Zwieselstr. 4, 83278 Traunstein

Regarding Item 3 of the Agenda:

“The actions of the Board of Management are not to be ratified.

Reason:

Neglect of quality standards for the Mercedes brand (especially the A-Class). This comes close to the slow starvation of the former “Mercedes” cash cow.

Proof: With the award of the “Yellow Angel” by the ADAC in the category “Quality 2005”, there is not a single Mercedes model in the first ten ranking places.”

***

Walter Schwenninger, Haaggasse 35, 72070 Tübingen

Regarding Item 3 of the Agenda:

“The actions of the Board of Management are not to be ratified.

Reason:

DaimlerChrysler AG and its Board of Management have so far not reacted to the demands made by the international campaign for apologies and compensation in southern Africa that it should face up to a public debate on the connections between the Daimler Group and the unlawful apartheid system in South Africa, make an apology, and participate in the financial compensation for victims. As a part of a four-man delegation from this campaign, I myself handed over a package with four thousand signatures to Josef Gorgels, the head of SAFRI, in the DaimlerChrysler headquarters in Möhringen on December 16, 2003, the day of reconciliation in South Africa. We have not yet received a reply.

The former Daimler-Benz AG earned billions of deutschmarks from its business with armaments companies in apartheid South Africa, and thus bears co-responsibility for the fact that with the help of the security apparatus this “uniquely unlawful regime” (according to the UNO) was able to exist for so long. Due in particular to expensive armaments (military vehicles etc.) and civil license production in South Africa (engines that were installed in military vehicles), the Company helped the regime to break the UNO arms boycott and to accumulate a mountain of odious debts.

According to the report of the Truth Commission in South Africa, the Company should long ago have declared publicly that it bears a part of the blame for serious infringements of human rights (murder, torture, sexual violence, arbitrary arrest).

The Khulumani group of plaintiffs representing 32,000 victims is currently taking legal action in the United States against 23 international corporations and banks, including DaimlerChrysler AG. The verdict at the second judiciary level will be announced in April.

In times of globalization, a company should face up to the question of dealing with its past in the former apartheid regime if it wants to be credible in its efforts to secure the future of southern Africa. Therefore no ratification for this Board of Management – which has not a single female member.

***

Alexander Dauensteiner, Oskar-Rieß-Straße 11, 42699 Solingen

Regarding Item 3 of the Agenda:

“The actions of the Board of Management are not to be ratified.

Reason:

“For more than five years now, the Association of Critical DaimlerChrysler Shareholders (www.kritischeaktionaere.de) has been demanding the introduction as standard equipment of soot-particulate filters in all diesel cars. The blockade of the standard application of this innovative technology confirmed by the Board of Management at the annual meetings in the past four years is causing lasting damage to the Group. It has been proven beyond all doubt that diesel soot above a certain concentration can cause cancer. The pressure on the Group’s management increased steadily during 2004. There is not the slightest public understanding for DaimlerChrysler’s attitude. Cases have even been reported in which customers have decided not to buy diesel cars from DaimlerChrysler because they do not offer sufficient health protection, and in the coming years a massive loss of value is to be expected for cars without soot-particulate filters. The result is obvious: DaimlerChrysler has been losing significant numbers of customers for five years now in the steadily growing market for diesel cars. DaimlerChrysler lost technological leadership to the French PSA Group (with its brands of Peugeot and Citroen) a long time ago. PSA successfully developed a soot-particulate filter for diesel cars and introduced it as standard equipment as early as 2000. Peugeot alone has sold well over 700,000 diesel cars with soot-particulate filters since then.

As expected and as I forecasted at the last annual meeting, DaimlerChrysler has not been able to persist with its total blockade. At the 2005 Geneva Motor Show, the new head of the Mercedes Car Group, Dr. Eckhard Cordes, announced that from the summer of 2005 all Mercedes-Benz diesel cars would be fitted with soot-particulate filters as standard equipment. This step was long overdue and is to be welcomed. Today, DaimlerChrysler’s Mercedes customers can obtain soot-particulate filters for just 20 of more than 75 diesel models, and pay a substantial premium of at least €522 for this privilege. The situation is different with technology leader PSA, whose Peugeot and Citroen brands’ diesel cars are all fitted with soot filters without a price supplement. As a result, Peugeot once again significantly increased its market share in Germany last year.

Jürgen Hubbert was always lacking in competence and problem awareness in the field of environmental protection in his responsibility as Board of Management member for the Mercedes Car Group. He is responsible for the fact that Mercedes has fallen behind the competition by years. Mr. Hubbert was only concerned with fulfilling existing norms.

In the Annual Report 2004, the Group points out that the Mercedes system works without any additives and is therefore “maintenance free, unlike other similar processes”. Apparently this secondary fact – completely irrelevant for health and the environment – was a sufficient reason for Group to launch this technology more than half a decade (!) after the competition. Yet before the end of the year 2005, bans on driving diesel cars without particulate filters can be expected due to the limits on fine dust applicable all over Europe. According to the EU directive that has been converted into national law, the limit of 50 micrograms of dust per cubic meter of air may only be exceeded on a maximum of 35 days a year. Customers who today buy diesel models from DaimlerChrysler for which the Group still does not supply a soot-particulate filter must expect to be banned from driving in the future, particularly in major cities and conurbations. The Annual Report 2004 bears the title: “Innovations for our Customers”. From the customers’ point of view, this sounds like mockery.

The blockade policy pursued by the Group against the introduction as standard equipment of soot-particulate filters also in the 2004 financial year has led to the loss of technology leadership in the field of diesel technology. The actions of the Board of Management are therefore not to be ratified.”

Regarding Item 4 of the Agenda:

“The actions of the Supervisory Board are not to be ratified.

Reason:

The monitoring of the Board of Management by the Supervisory Board of DaimlerChrysler AG in matters of environmental protection takes place not at all or only inadequately.

The fuel consumption of the car fleet is still much too high. The Group claims on page 75 of its Annual Report and on page 37 of its Environmental Report that the fuel consumption of the DaimlerChrysler car fleet in Germany has been reduced by 28% since 1990 to 7.35 liters per hundred kilometers: “far above the VDA commitment of 25% by 2005”. But the Group still refuses to disclose the basis for its calculations and methodology in recent years. It is still not possible to check these figures, the publication is therefore to be doubted. Furthermore, 7.3 liters per hundred kilometers for the DaimlerChrysler car fleet is anyway much too high.

Already nine years ago, in my function as speaker of the Association of Critical DaimlerChrysler Shareholders, I pointed out that further-going concepts were needed to reduce fleet consumption. In the annual meeting of May 22, 1996, we referred among other things to the highly efficient hybrid-drive technology as an interesting option to reduce fuel consumption. At that time, the Board of Management described the concept merely as “arithmetically provable”. Far too late it was recognized that this highly efficient technology could make a significant contribution to reducing fuel consumption.

Only in December 2004 did DaimlerChrysler conclude an agreement with General Motors (GM) “which aims to develop a joint hybrid-drive architecture”. The final contract is not due to be completed until the spring of 2005, although some competitors have been selling this technology successfully for several years. The Toyota “Prius” has meanwhile won more than ten international prizes, including “Car of the Year 2005”. In this important election by 58 European specialist journalists, the three models from Mercedes-Benz (A-Class, CLS and SLK) did not even get through the first round of evaluation. Honda has meanwhile also presented a hybrid version of its successful “Civic” model. The strategic mistake with far-reaching consequences of for far too long not pursuing any other options for future drive technology apart from developing the fuel cell should have been recognized by the Supervisory Board at an early stage with consequential counter measures.

The corporate goal proclaimed in the Annual Report 2004 of wanting to gain a “top position as a technology leader for environmental protection” has hardly been achieved. The benchmark for this goal is not only the expenditure for environmental protection of about €1.6 billion in the year 2004, but also the products and technologies making a significant contribution to environmental protection that are demanded by customers, the critical public and the political arena. In this respect DaimlerChrysler is still lagging behind its competitors, as clearly demonstrated by the more than five-year delay with the introduction of soot-particulate filters and the much too late start with the development of hybrid-drive systems.

The introduction of natural-gas vehicles was also started much too late. The E 200 NTG is the only passenger car on offer with this technology.

DaimlerChrysler is in danger of limiting its environmental activities to just a few alibi projects, and is therefore increasingly losing credibility. For example, there has still been no clear commitment to the long-term use of natural fibers. The praiseworthy projects in this area such as the POEMA project in Brazil or a project in the Philippines with the use of the Abaca shrub must be continued and expanded. According to press reports, due to a massive drop in sales of the A-Class in Brazil and for cost reasons there is actually the danger that the Group might altogether give up using this ecological raw material. This would not only have dramatic consequences for employees and farmers in Brazil, but would also result in considerable image damage for the Group. A clear commitment to natural fibers as a social and ecological raw material is therefore still lacking.”

***

Bernd and Helga Becker, Taunusstr. 32, 61239 Ober-Mörlen

Motion D

Regarding Item 7 of the Agenda:

“Regarding the proposed election to the Supervisory Board of Arnaud Lagardère as a representative of the shareholders, I propose the following alternative candidate:

BERND BECKER, retired bank branch manager, since 1989 “honorary judge”, holder of the “honorary letter of the State of Hesse”.

Reason:

Mr. Arnaud Lagardère already holds a large number of offices! Conflicts of interest cannot be ruled out! Due to his large number of positions it would be highly problematic for him to deliver 100% performance in connection with Supervisory Board duties.

Mr. Becker’s background is in the finance sector. Unlike Mr. Lagardère he is not “burnt out”, and is absolutely devoid of any conflicts of interest. An additional reason is that a “small shareholder” should also have the chance to become a member of the Supervisory Board.

I hereby confirm that I am not a member of any other Supervisory Board.”

***

Dr. Pedro de la Fuente, Breslauer Str. 10, 89231 Neu-Ulm

Regarding Items 3 and 4 of the Agenda:

“The actions of the members of the Board of Management and of the Supervisory Board are not to be ratified.

Reason:

In connection with sponsoring, the Company is miserably neglecting its social responsibility with respect to the protection of animals. Although the recent decision to supply leather-free automobiles if requested is to be assessed positively from the point of view of animal protection, the Company still sponsors events in which animals are tormented. The sponsoring of rodeo events by Dodge has already been criticized in pervious annual meetings, as has the sponsoring by Dodge and Chrysler of the notorious Iditarod dog-sled race in Alaska. Not only do sled dogs die every year in the race itself, but during the run-up to the race many huskies perish due to the poor conditions under which they are kept. In addition, the Group’s Mercedes-Benz and Jeep brands sponsor the Spanish national hunting association, which has failed to prevent protected wolves from being shot in Spain, with the result of legal action being taken against Spain in the European Union.

At the latest since the protection of animals was included with an overwhelming majority in the German Basic Law, the responsibility of our society for the protection of animals can no longer be denied. In a recent DPA report (http://de.biz.yahoo.com/050320/36/4gpwb.html), Jürgen Schrempp is quoted as saying: “It is my firm conviction that entrepreneurial activity goes hand in hand with social responsibility.” In view of how easy it would be for the Group to avoid sponsoring activities involving cruelty to animals, these words can be given no credibility. Schrempp’s attitude can therefore lead to serious image damage. The two boards that guide and control the Group are neglecting their duties in this respect and are to be reprimanded by the maximum possible rejection ratio. Sponsored companies and events should be selected more carefully and should be obliged to uphold ethical standards.

The Group’s previous responses to this issue can be seen at www.anti-corrida.de.”

***

Dachverband der Kritischen Aktionärinnen und Aktionäre e.V. (National Association of Critical Shareholders), P.O. Box 130335, 50497 Cologne

Regarding Items 3 and 4 of the Agenda:

“The actions of the members of the Board of Management and of the Supervisory Board are not to be ratified.

Reason:

The Board of Management and Supervisory Board do not perceptibly clarify the crimes of the former Mercedes-Benz AG and its subsidiaries and employees, but in some cases actually prevent the judicial clarification of such offences. This applies in particular to the following facts:

In January 2004, human rights lawyers Dan Kovalik and Terry Collingsworth presented a civil lawsuit against DaimlerChrysler (DC) in a federal court in San Francisco, USA. They demand compensation for the surviving dependants of fifteen labor-council members who disappeared during the military dictatorship in Argentina from the Mercedes plant in that country and were very likely murdered. In the year 2004, this case was to be served on the Company in Stuttgart through diplomatic channels, but DC refused to accept the case. Due to this blatant contempt of US jurisdiction, the Group’s management is jeopardizing business in our most important sales market, the United States.

The former director of Mercedes-Benz Argentina (MBA), Ruben Pablo Cueva, announced in his sworn testimony before the truth tribunal in La Plata that during his period of responsibility during the dictatorship, MBA “donated” equipment for the treatment of new-born babies to the military hospital of the Campo de Mayo barracks. And recently, as a result of the latest research by journalist Gaby Weber (published in the Frankfurter Rundschau newspaper on February 24, 2005), it has emerged that three “adopted” children grew up in the family of former MBA production manager Juan Ronaldo Tasselkraut who were not legally adopted. Whether or not, and how many, other MBA managers “adopted” children of murdered opponents of the Argentine military dictatorship is still to be clarified by the Argentine judiciary. Today’s DaimlerChrysler Group management does not display any willingness to actively clarify such crimes.

In October 2004, the book “Daimler-Benz and the Argentine Connection” (ISBN 3-935936-33-8) was published in Germany. This book details and describes with the support of numerous documents that Daimler-Benz laundered large amounts of money hidden in Switzerland by the former German Nazi regime between 1951 and 1955 via Argentina, and channeled these funds into the German postwar economy. The book also deals with the employment of escaped Nazis and war criminals – including Adolf Eichmann – after 1945. Today’s DaimlerChrysler Group management denied the author of this book access to the relevant personnel files and has still not explained the origin of the capital invested in Argentina at that time.

Although clear references and questions on this subject were dealt with at the DaimlerChrysler Annual Meeting 2004, and have long been accessible at www.kritischeaktionaere.de and www.labournet.de, the Board of Management and the Supervisory Board have not encouraged any clarification. They are thus disregarding the Company’s social responsibility, of which its shareholders could be proud TODAY, if its FORMER crimes could be cleared up.”

***

Otto Nübel, Birkheckenstr. 36, 70599 Stuttgart

Regarding Items 3 and 4 of the Agenda:

“The actions of the members of the Board of Management and of the Supervisory Board are not to be ratified.

Reason:

In advance I have to state that under the German Stock Corporation Law it is not achievable that the actions of member of the Board of Management Dr. Gentz, who was a member only until December 15, 2004, and of deputy member of the Supervisory Board Mr. Klemm are ratified separately. Therefore, I propose that the actions of the entire Board of Management and Supervisory Board are not to be ratified.

The non-ratification is justified by the company agreements and the Industrial Constitution Law, which the top management and Supervisory Board claim to support but nonetheless call into question, especially the recently agreed company ordinance on “fair behavior at the workplace” and the “right of complaint pursuant to the Industrial Constitution Law”, which has been valid for decades.

Although the shareholders are informed about social responsibility in the Company, integrity codes and so on in glossy brochures and announcements, in reality these are hollow declarations. A review of the aforementioned company agreements is already rejected in advance. Even by the persons informed of it, Dr. Manfred Gentz and Mr. Klemm.

But the Board of Management Chairman, Prof. Jürgen Schrempp, claims that such social responsibility is increasingly important for the Company – also vis-a-vis the shareholders - and speaks out for such methods himself - shown separately and named as an “integral component of corporate strategy” for the Company (Annual Report 2004 – only the short version).

Does the “lived assumption of social responsibility” apply at DaimlerChrysler AG, as quoted by Prof. Schrempp, or the advance rejection of existing company agreements/laws?”

***

Jürgen Grässlin, Haierweg 51, 79114 Freiburg

Regarding Item 6 of the Agenda:

“The Annual Meeting is not to authorize the Board of Management to acquire the Company’s own shares.

Reason:

As a result of its spectacularly mistaken decisions, the Board of Management is responsible for dramatic job cuts, the fall in market capitalization and the slump in the price of DaimlerChrysler shares from €94.90 (April 27, 1999) to €35.26 (December 31, 2004).

Following these events, the salaries of the employees and top management were reduced, which was praised in the media as setting an example. But this reduction in managers’ salaries could prove to be a diversion in the near future. Because with the acquisition of a large number of the Company’s own shares, Board of Management members will profit from the currently low share price if the stock suddenly rises. The authorization for the purchase of own shares is to cover a total amount of up to €263,000,000, and thus nearly 10% of the equity capital. In other words: DaimlerChrysler executives who have run down the share price by two thirds with their disastrous business policy could profit substantially from the loss in value they caused themselves if the share price rises in the future.

The shocking signal connected with this policy would be: First destroy the value of your company’s stock, then acquire a large number of shares when the price is down, and subsequently profit from the next increase in value.

The link between the share price and Board of Management salaries is also worrying, because this means that top managers – in line with the shareholder-value approach – are primarily interested in a short-term increase in the share price. A sustained business policy, which only has a positive effect for the Company and its employees in the medium or long term, becomes unattractive for the Board of Management members. When choosing between the good of the Company and the balance on their own bank accounts, the members of the Board of Management will always decide in favor of their personal advantage – even if they earnestly preach to the contrary.

The business policy of primarily share-price oriented Board of Management decisions must finally be opposed. Particularly in times of Hartz IV and one-euro jobs, DaimlerChrysler may not become a symbol of shameless self-enrichment by the top executives.”

***

You can support counter-motions by voting “NO” on the respective agenda items.

Some counter-motions may be voted on separately at the meeting. You may vote for such counter-motions, which are identified by a specific letter, by marking the appropriate box on the proxy card/voting instruction form, or on the Internet.