Questions & Answers regarding
the Annual Meeting
the Annual Meeting
Fundamentals: Annual Meeting 2009
The ordinary Annual Meeting (AM) is a meeting of the shareholders with the Board of Management and the Supervisory Board. It generally takes place once a year.
Access to the meeting and voting rights are provided only for holders of registered shares and their representatives. As a rule, the meeting is called by the Board of Management at least 30 days plus time for application in advance.
The meeting is a forum for discussions between the shareholders and the Board of Management (based on the Agenda) with a view to future business development as well as resolutions on the items of the agenda, which has been announced prior to the meeting.
The most important functions of an annual meeting are the passing of resolutions relating to the allocation of the unappropriated profit, the ratification of the actions of the members of the Board of Management and the Supervisory Board, appointing auditors, and the appointment of the representives of the shareholders for the Supervisory Board.
The passing of resolutions generally requires a simple majority, thus the meeting can pass a resolution irrespective of the number of shareholders present or represented.
The Board is under a duty to implement measures which have been passed by the meeting in accordance with its responsibility.
The invitation notice to the meeting and the Agenda are published in the electronic Gazette of the Federal Republic (elektronischer Bundesanzeiger) and, in a short version at least one journal for statutory stock market advertisements and on a voluntary basis in the daily press at least 30 days prior to the last registration day to the meeting.
The invitation notice of the ordinary annual meeting of Daimler AG was issued on February 27, 2009.
The Agenda lists the individual items submitted for resolution by the Board of Management and the Supervisory Board, respectively only by the Supervisory Board.
The shareholders are notified of the Agenda at least 30 days prior to the last registration day to the Annual Meeting by way of its publication in the electronic Gazette of the Federal Republic (elektronischer Bundesanzeiger). In addition, the company is under a duty to send the invitation and the Agenda to all shareholders registered in the share register.
After publication of the Agenda, shareholders may raise counter-motions and proposals of candidates which contradict the proposals of the management. The counter-motions period lasts from February 27, 2009 until March 24, 2009 (midnight CET). Daimler will publish qualifying counter-motions on its Web site at www.daimlerchrysler.com/ir/am2009.
All shareholders registered in the share register receive the Agenda, the information for registration and appointment of proxy and, in case of postal delivery, a pre-paid return envelope addressed to Daimler Shareholder Service. The registration must be received by the company by Friday, April 03, 2009 at the latest.
Registration within the time limit in conjunction with the record in the Company`s share register authorizes the shareholder to take part in the meeting and to exercise his/her voting right.
Shareholders not attending the meeting in person may appoint a company proxy and issue voting instructions. The notification must be received by the company until Friday, April 03, 2009.
It is possible to appoint a bank or shareholders' association as proxy. For that purpose, the proxy and instructions must be sent directly to the bank or association. Before transferring any voting rights, please check if the bank / association of shareholders is prepared to represent your shares on your behalf.
By way of prior executing a power of attorney and issuing of instructions, they may appoint the company proxies who will vote according to the instructions of the shareholder at the meeting. The shareholder may also issue the instructions himself or herself via telefax or the internet.
This is an employee of the company authorized by the shareholder, who will vote at the meeting in accordance with the instructions issued to him/her. Daimler has appointed two employees as company proxies.
Shareholders will be able to issue their instructions directly via the Web site of Daimler, after first executing a power of attorney. Alternatively, shareholders can order admission tickets online.
Through the Daimler e-service (formerly known as Personal Internet Service) available at https://register.daimler.com, shareholders can issue proxy and instructions to the company proxies prior to an Annual Meeting and may throughout the year
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switch their Annual Meeting invitations to e-mail
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reduce the number of invitations received by mail
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view their data online in the share register
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if necessary, update their address data
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selectively access Daimler information
These permit entry to the meeting. The admission tickets can be ordered from the Daimler shareholders service either by way of the return envelope provided for this purpose, by way of the Call-Center, by telefax or by using the Internet Service received by us until April 03, 2009 at the latest.
On reporting to a shareholders' registration desk on the day of the meeting, each entry ticket will be exchanged for a pad of voting cards.
The shareholder is thereby registered as present and is therefore also entitled to vote. The pad of voting cards contains among others voting cards for the items contained on the Agenda and cards for granting proxy.
A shareholder may request permission to speak during the meeting by registering at the appropriate request desks.
An address could especially contain orations, questions for the Board of Management or proposals, which must then be conveyed orally to the assembly at one of the address points.
A shareholder may withdraw his/her request to receive permission to speak at any time. Withdrawal must be registered in writing at the appropriate request desks.
The Chairman of the meeting draws up a list of speakers and, if there are many requests to make an address, is entitled to place time restrictions on the length of the address in order to provide for a duly processing of the meeting.
Unfortunately, it is not possible to promise that addresses will be made at a specific time or in a specific order.
This is the right to take part in voting at the meeting, which is conferred to a share. Each share of Daimler AG represents one vote.
Exercising the right to vote is the basic entitlement of every shareholder. He may delegate this right to a third party, particularly employees of the company proxy, a shareholders association or the bank managing his portfolio by way of proxy.
The right to exercise the vote is determined according to statutory provisions and the Articles of Incorporation of Daimler AG in accordance with the shareholder's shareholding registered in the share register on the date of the meeting.
Electronic database that records the owners of registered shares. The custodian banks keep track of changes of ownership and bare the responsibility for the data's accuracy. The custodian banks cooperate with banks which are participants of the German clearing system for registered shares. In many cases the custodian bank is registered as a nominee and not the beneficial owner. Therefore, if an individual investor would like to give proxy he/she has to contact the custodian bank. For voting the number of shares registered at the day of the AM is decisive.
The language to be used at the meeting is German.
A simultaneous English translation via headphones will be provided in a specially designated area in Hall 1 for all English - speaking meeting participants. In addition, speeches in English will be simultaneously translated and conveyed over loudspeakers in the halls.
A live Web cast of the meeting (up to the end of the Address by the Chairman of the Board of Management, Dieter Zetsche) will be available on www.daimler.com.
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