Questions & Answers regarding
the Annual Meeting 2014
Fundamentals: Annual Meeting 2014
Annual Meeting
The ordinary Annual Meeting (AM) is the meeting of the shareholders. It generally takes place once a year. Access to the AM and voting rights are provided only for holders of registered shares and their representatives. As a rule, the AM is called by the Board of Management at least 30 days plus time for registration period in advance.
The AM is a forum for discussions between the shareholders and the Board of Management (based on the Agenda) as well as resolutions on the items of the Agenda, which has been announced prior to the AM.
Functions of the meeting and passing of meeting resolutions
The most important functions of the AM are the resolutions relating to the allocation of the distributable 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 representatives of the shareholders for the Supervisory Board.
The passing of resolutions generally requires a simple majority, but no quorum.
Announcement of convocation
The convocation of the AM including the Agenda is published at least on the 37th day before the AM in the Federal Gazette (Bundesanzeiger). The announcement of convocation of the ordinary Annual Meeting of Daimler AG was issued on February 26, 2014.
Agenda
The Agenda in particular lists the significant resolution items for the AM.
The Agenda is announced by way of its publication in the
Federal Gazette (Bundesanzeiger). In addition, the Company is obligated to communicate the convocation of the AM including the Agenda to all shareholders registered in the share register.
Countermotions and election proposals prior to the Annual Meeting
After publication of the Agenda, shareholders may raise countermotions
to proposals of the Board of Management and/or Supervisory Board concerning certain items of the Agenda and submit election proposals.
Daimler AG will publish received countermotions and election proposals on its website at www.daimler.com/ir/am2014/motions. Countermotions and election proposals, which were not received by Daimler AG before March 25, 2014 midnight, need not be made publicly accessible.
Registration for the Annual Meeting
All shareholders registered in the share register receive the convocation of the AM including 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. Timely registration in conjunction with the record in the Company's share register authorizes the shareholder to take part in the AM and to exercise his/her voting right.
The registration must be received by the Company at one of the addresses stated in the convocation of the AM or via the e-service for shareholders until Friday, April 4, 2014 at the latest.
Appointment of Proxies and Issuing Instructions prior to the Annual Meeting
Shareholders not attending the AM in person have the option of voting by proxy, for example, the voting proxies appointed by the Company, a bank, a shareholders’ association or a third party. Timely notification of the intention to attend the AM is required also in this case, either by the shareholder or a proxy.
If a bank or shareholders' association is appointed as proxy, the proxy authorization and, where applicable, voting instructions must be sent directly to the bank or shareholders’ association. Before transferring any voting rights, shareholders should make sure that the bank / or shareholders’ association is prepared to exercise the voting rights on the shareholder's behalf.
If neither a bank nor a shareholders’ association nor another equivalent person or institution as defined by Section 135, Subsections 8 and 10 of the German Stock Corporation Act (Aktiengesetz), but another third party is authorized as a proxy, the proxy authorization and, if applicable any revocation of such authorization are to be communicated either in writing or via electronic media (“Textform”) to the address, fax number or e-mail address stated in the convocation of the AM or in writing or via electronic media (“Textform”) to the proxy. In the latter case, the Company must be furnished with proof in writing or via electronic media (“Textform”). Proxy authorisation can also be granted in the context of ordering admission tickets via the e-service for shareholders. Shareholders can find further information on this and, in particular, regarding the use of the e-service for shareholders, in the convocation of the AM.
Alternatively, a shareholder may appoint the company proxies and give voting instructions to those proxies, who will vote solely according to the instructions of the shareholder at the AM. The shareholder can issue the authorization of company proxies and the voting instructions via the e-service for shareholders, via telefax, e-mail or post. Shareholders can find further information on this in the convocation of the AM.
Company Proxies
These are employees of the company authorized by the shareholder, who will vote at the AM only in accordance with the voting instructions issued to him/her.
Daimler AG has appointed two employees as company proxies.
Absentee voting
Shareholders, who cannot attend the AM in person, may make use of absentee voting. Absentee voting enables shareholders to cast their votes in writing or via electronic media ("Textform") preferably by using the reply form or to vote online through the e-service for shareholders. Shareholders using the absentee voting are not attending at the AM, and thus are not recorded in the attendance list. However, his/her shares are among the share capital represented in the AM.
Authorized banks, shareholders’ associations and equivalent persons or institutions as defined by Section 135, Subsections 8 und 10 of the German Stock Corporation Act (Aktiengesetz) who professionally offer shareholders their services in exercising voting rights at the AM may also vote by absentee voting.
e-service
Through the e-service for shareholders available at https://register.daimler.com, our shareholders can register for the AM, order and print out admission tickets, issue a proxy in the course of ordering an admission ticket, cast their votes by absentee voting, issue proxy and voting instructions to the company proxies prior to an AM and, if previously authorized in the e-service for shareholders, revoke proxies or amend voting instructions. In Addition shareholders may throughout the year
  • switch their AM invitations to e-mail 
  • get access to the share register 
  • access and if necessary, update their personal data, and
  • call up tailored information
Admission Tickets
Showing his admission ticket a shareholder can demonstrate his/her authorization to attend the AM. However, receipt of an admission ticket is no condition for attending the AM or for exercising voting rights but only conduces to facilitate the organization of the AM.
Shareholders can order admission tickets using one of the addresses stated
in the convocation of the AM or via the e-service for shareholders.
Orders must be received by the company until Friday, April 4, 2014 at the latest. Also those shareholders who use our e-service for shareholders can print their admission tickets themselves.
Pad of Voting Cards
On reporting to one of the shareholders' registration desks on the day of the AM, each admission 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 other things voting cards for the items contained on the Agenda and cards for granting proxy. The back cover of the pad of voting cards serves as a certificate of attendance.
Voting Right
This is the right to take part in voting at the AM, 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/She may also delegate this right to a third party, particularly to employees identified by the company (Company proxy), a shareholder's association or the bank managing his portfolio by way of proxy.
The right to exercise the vote is determined according to the Articles of Incorporation of Daimler AG by the shareholding registered in the share register on the date of the AM. Furthermore the respective shareholder may only vote at the AM if he/she registered in due time. This shareholding will correspond the holding as per the registration deadline on April 4, 2014 midnight, since changes to the share register are not made for technical reasons from the end of April 4, 2014 up to the end of the Annual Meeting (registration stop).
Share register
Electronic database that records the owners of registered shares. The
custodian banks electronically communicate changes of ownership. Entries into the share register may be done in two possible ways: a) The shareholder himself is automatically registered with his name, address, date of birth and number of shares, or b) the shareholder objects and lets his custodian bank be registered and is not mentioned in the share register himself.
For voting, the number of shares registered at the day of the AM is decisive. Furthermore the respective shareholder may only vote at the AM if he/she is registered in due time. This shareholding will correspond the holding as per the registration deadline on April 4, 2014 midnight, since changes to the share register are not made for technical reasons from the end of April 4, 2014 up to the end of the Annual Meeting (registration stop).
Language
The language to be used at the AM 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.
Webcast of the Annual Meeting
A live webcast of the introductory statements made by the chairman of the Supervisory Board Dr. Manfred Bischoff and the speech given by the Chairman of the Board of Management, Dr. Dieter Zetsche will be available on www.daimler.com/ir/am2014 and afterwards available online as a video recording.
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