Comittees of the Supervisory Board

The Supervisory Board forms professionally qualified committees from among its members, especially for specific subjects such as audits and for the preparation of proposals and resolutions of the Supervisory Board. In doing so the Supervisory Board delegates various powers of resolution to the committees. However, due to legal provisions, certain duties and powers of resolution may not be transferred. Providing the Chairman of the Supervisory Board makes no other disposition, Supervisory Board members may participate in the committee meetings. The Supervisory Board can revoke the delegation to a committee at any time. Transferring specific tasks to a committee does not affect the joint responsibility of all Supervisory Board members.

Functions

The Mediation Committee has the task of making proposals for the appointment of Board of Management members if a prior proposal for appointment did not obtain the necessary approval for approval required pursuant to Article 31 par. 2 of the Co-determination Act.

Composition

The Mediation Committee is composed of the Chairman and the Deputy Chairman of the Supervisory Boards and two other members, one being a Supervisory Board member of the employees and one a Supervisory Board member of the shareholders elected with the majority of the votes cast.

Meetings

The Mediation Committee meets only in the cases provided for in Article 31 par. 3 Co-determination Act.

The company`s Supervisory Board has established a Presidential Committee.

Functions

The Presidential Committee decides on the service contract and other contractual matters relating to the Board of Management, in particular determining the compensation of the members of the Board of Management, on the legally stipulated approvals required pursuant to Article 98 (granting of credit to members of the Board of Management), Article 114 (Contracts with members of the Supervisory Board) and Article 115 (granting of credit to Members of the Supervisory Board) German Stock Corporation Act.

The Presidential Committee advises and decides on issues relating to corporate governance and issues recommendations on such issues to the extent Supervisory Board approval is required. Furthermore it supports and advises the Chairman of the Supervisory Board and its representatives.

Composition

The Presidential Committee is constituted from the Chairman of the Supervisory Board, his deputy and two further members, elected with the majority of the votes cast. In the Committee, there is an equal representation from the shareholder and the employee side.

Meetings

The Supervisory Board has formed an Audit Committee.

Functions

Its responsibilities include the discussion of the interim financial statements and the annual financial statements for the Group and the company and examines the effectiveness and further development of the risk management. To do so, the Audit Committee can regularly involve the Board of Management or individual members of the Board of Management. Unless resolved otherwise in individual cases, the external auditor attends the meeting of the Audit Committee. Furthermore, the Audit Committee supervises the work of the business practice office a organisation pursuing questions to which employees can get in touch in cases they have any notes regarding reporting and business practices. Also the Audit Committee deals with compliance issues.

The Audit Committee deals with questions of accounting and risk management. It discusses the interim and the year-end financial statements, individual and consolidated, of the company and the Group. The Audit Committee makes recommendations concerning the selection of external auditors, assesses such auditors' suitability and independence, and, after a company of auditors is elected by the Annual Meeting, commissions it to conduct the annual audit, negotiates an audit fee and determines the main focus of this audit. The Audit Committee receives reports from the external auditors on any accounting matters that might be regarded as critical and on any differences of opinion with the Board of Management. In addition, it makes recommendations to the Supervisory Board, for example, concerning the use of unappropriate profit and capital measures. Finally, the Audit Committee approves services provided by the external auditors or affiliated companies to Daimler AG or to Group companies which are not directly related to the annual audit.

Furthermore, the Audit Committee makes a proposal for the election of the auditor for presentation to the General Meeting by the Supervisory Board.

Before submitting the proposal, the Audit Committee will obtain a declaration from the prospective external auditor detailing if any business, financial, personal or other relationships exist between the auditors and its executive bodies and audit managers on the one hand and the company and its board members on the other, that may bring the independence of the auditor into question, and the nature of any such relations where applicable. The declaration should also cover any other services rendered for the enterprise during the last financial year or contractually agreed for the coming year, particularly in the consultancy sector.

Furthermore, the Audit Committee will obligate the auditor of the annual financial statements to inform the Audit Committee immediately of any possible grounds for exclusion or bias that arise during the audit, and immediately report all findings and incidents material to the duties of the Supervisory Board arising during the audit. The Audit Committee further agrees that the auditor informs of or reports in the audit report, facts discovered during the audit that indicate any inaccuracy in the declaration submitted by the Board of Management and Supervisory Board concerning the German Corporate Governance Code.

Composition

The Audit Committee is composed of four members, who are elected by the majority of the casted votes. Mr. Bernhard Walter, the Chairman of the Audit Committee, is appointed as Finacial Expert by the Supervisory Board.

In the Committee is an equal representation from the shareholder and the employee side. The Audit Committee members are independent according to the applicable provisions.

Meetings

The committee meetings are chaired by the Chairman of the Audit Committee. He prepares the agenda for the meeting and distributes this to the committee members in advance. Each member can propose subjects for inclusion in the agenda.

Nomination Committee

Functions

In compliance with the German Corporate Goverance Code the supervisory board has in addition established a nomination committee. The committee´s task is to propose candidates representing the shareholders for election to the supervisory board.

Composition

The nomination committee is exclusively composed of supervisory board members representing the shareholders.

The members of the nomination committee are:

Dr. Manfred Bischoff
Dr. Manfred Schneider
Lynton R. Wilson

Meetings

The nomination committee meets if required.