Annual Meeting - Requests to speak, Right of information, Countermotions and Election Proposals | Daimler > Investor Relations > IR Services > Questions & Answers

Annual Meeting 2013

Questions & Answers regarding
the Annual Meeting 2013

Requests to speak, Right of information, Countermotions and Election Proposals

Requests to speak

Requests to speak can contain orations, questions for the Board of Management or motions, which must be conveyed orally to the meeting at one of the address points.

A shareholder may request permission to speak at the AM by submitting this at the appropriate request desks. Request desks are located in each hall. You will then be added to the list of speakers and the Chairman will call you well in advance of your address. Your address must be conveyed orally at one of the address points in Hall 1. A specific point of time can not be ensured. The Chairman will explain the procedure at the beginning of the meeting.

A shareholder may withdraw his/her request to receive permission to speak at
any time. Withdrawal must be registered at the appropriate request desks.

The discussion between shareholders and the management regarding all items of the Agenda will take place as a general debate but in sections. First a number of shareholders will deliver their addresses, then the management will give answers to this section of questions before calling the next speakers.

You are welcome to submit your questions and/or motions prior to the AM under the following address to the Investor Relations department:

Daimler AG
Investor Relations
HPC 096 - 0324
70546 Stuttgart
Germany

Telefax: +49-711-17-94075
e-mail: investor.relations@daimler.com

This will enable the Company to prepare a reply. But even then it is mandatory for you on the day of the AM to report to a request desk and to convey your questions and/or motions orally.

Depending on the length of the list of speakers, the Chairman may set an
appropriate time limit for individual comments or questions. Moreover, the
Chairman may decide to end the debate if this is deemed necessary for the
proper execution of the AM. The number of shares held will
not be considered for the length of the permission to speak or to ask questions.

Further explanations of shareholders’ rights can also be found on the internet at http://www.daimler.com/ir/am2013.

Right of information

Upon request, each shareholder is to be given information during the AM by the Board of Management concerning the affairs of the Company including the legal and business relations of the Company with its subsidiaries, as well as the situation of the Group and of the companies included in the consolidated financial statements, provided that such information is required to make a proper appraisal of the relevant item on the Agenda.

The Board of Management may refuse to give information only under certain conditions pursuant to Section 131, Subsection 3 of the German Stock Corporation Act (Aktiengesetz) (e.g. if, according to a reasonable commercial judgment, disclosing the information is likely to result in material disadvantage to the Company or one of its subsidiaries; if the Board of Management would commit an offence by providing such information; or if the information is fully accessible on the Company’s internet website for at least seven days before the beginning of the AM and is also accessible during the AM).

If information is refused to a shareholder, he/she can demand that his/her question and the reason for which the information was refused are stated in the minutes of the AM.

Furthermore, pursuant to Section 131 Subsection 2 Sentence 2 of the German Stock Corporation Act (Aktiengesetz) associated with Section 15 Paragraph 3 of the Company’s Articles of Incorporation, the Chairman of the AM may set an appropriate time limit with respect to the right of shareholders to speak and ask questions at the AM. In particular, at the start of or during the AM, he is authorized to set an appropriate time limit for the duration of entire AM, for discussion of individual Agenda items and for individual comments or questions. Moreover, the Chairman may decide to end the debate if this is deemed necessary for the proper execution of the AM.

Further explanations of shareholders’ rights can also be found on the Internet at http://www.daimler.com/ir/am2013.

Countermotions and election proposals

Shareholders can submit countermotions and/or election proposals to the items on the Agenda. The countermotions and/or election proposals have to refer to one or several items of the Agenda.

Countermotions and/or election proposals that are submitted at least 14 days prior to the AM, meanig latest March 26, 2013, must be made accessible by the Company in principle.

Legal regulations do not provide for a separate mailing of countermotions and election proposals. These only have to be made “accessible”. Daimler therefore continuously publishes submitted countermotions and election proposals that are to be made accessible, including the shareholders’ names and reasons that are to be made accessible, on the internet at www.daimler.com/ir/am2013/motions. Any statements of position by the Management will also be published at the same internet address.

But even if countermotions and/or election proposals have been made accessible by the Company, it is mandatory that on the day of the AM the countermotion and/or the election proposal is presented orally by the shareholder or an authorized proxy.

Countermotion and election proposal requirements may be summarized as follows:

Eligibility - Any registered shareholder or authorized proxy may submit countermotions and/or election proposals. There is no minimum share ownership requirement.

Time requirement - Countermotions and/or election proposals that have to be made accessible and that are received by the Company 14 days prior to the day of the AM, meaning latest on March 26, 2013, will be published, including the shareholders’ names and reasons that are to be made accessible, after they are received on the internet at www.daimler.com/ir/am2013/motions.

Address - If you want to submit one or several countermotions and/or one or several election proposals please solely use the following address:

Daimler AG
Investor Relations
HPC 096 – 0324
70546 Stuttgart
Germany
fax number +49 (0)711 17 94075
e-mail: investor.relations@daimler.com

Any countermotions and/or election proposals that are otherwise addressed need not to be made accessible.

Statement of Grounds - Countermotions concerning certain items of the Agenda must be accompanied by a reason. The reason for a permissible countermotion must nnot exceed 5,000 characters; if this size is exceeded the reason for the countermotion must not be made accessible. Election proposals need not be accompanied by a reason.

Publication - Countermotions and/or election proposals that have to be made accessible will be published, including the shareholders’ names and reasons that are to be made accessible, on the internet at www.daimler.com/ir/am2013/motions. Any statements of position by the Management will also be published at the same internet address. Legal regulations do not provide for a separate mailing.

Similar Countermotions - In case that several shareholders have submitted countermotions for the same resolution items, the Board of Management may combine countermotions and their respective reasons.

Countermotions not be made accessible - Countermotions and election proposals that are received by the Company in due time need not to be made accessible under certain conditions pursuant to Section 126, Subsection 2 of the German Stock Corporation Act (Aktiengesetz) (e.g. if the Board of Management would commit an offence by making such matters accessible; if the countermotion would lead to a resolution of the AM in violation of applicable law or of the Articles of Incorporation; or if in the past two years at two Annual Meetings, the shareholder notified the Company of a countermotion but did not present that countermotion and did not have it presented). Besides the conditions pursuant to Section 126, Subsection 2 of the German Stock Corporation Act (Aktiengesetz), an election proposal submitted in due time also does not need to be made accessible if it does not include the proposed candidate’s name, current profession and place of residence. Proposals for the election of Supervisory Board members also do not need to be made accessible if they are not accompanied by details of the proposed candidate’s memberships of other statutory supervisory boards as defined by Section 125, Subsection 1, Sentence 5 of the German Stock Corporation Act (Aktiengesetz).

Voting - You can support a countermotion to items of the Agenda by voting »No« on the respective Agenda items. However, if countermotions / election proposals that do not only reject a proposal of the Management and therefore are marked by a capital letter are voted on a separate vote in the AM, you can support them by making a cross the respective box marked with the capital letter.

Further explanations of shareholders’ rights can also be found on the internet at http://www.daimler.com/ir/am2013.