Glossary: Annual Meeting 2008
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 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, 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 Daimler AG was issued on February 28, 2008.
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.
In addition to the Agenda which was published in the electronic version of the German Federal Gazette on February 28, 2008 (items 1 - 11), shareholders have requested the publication of the items 12 - 23 to be decided upon by the Annual Meeting.
After publication of the Agenda, shareholders may raise counter-motions and proposals od candidates which contradict the proposals of the management. The counter-motions period lasts from February 28, 2008 until March 25, 2008 (midnight CET). Daimler will publish qualifying counter-motions on its Web site at www.daimlerchrysler.com/ir/am2008.
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 04, 2008 at the latest.
Registration within the time limit 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 04, 2008.
It is possible to appoint in writing 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 a company proxy 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 a company proxy 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 04, 2008 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.
The voting right, which is linked to the shareholding, entitles the shareholder to vote in the Annual Meeting on the items contained in the Agenda with the proportion of shares held. Each item on the Agenda, which is to be voted on, is assigned a "yes" and a "no" box on the collective voting cards. Abstentions will be registered in the event of failure to submit voting cards or to check a "yes" or "no" box. Voting is based on the addition procedure, i.e. all "yes" and all "no" votes are counted for each item on the Agenda. If both boxes are checked by mistake, the vote will be regarded as invalid. The result of the vote is announced before the end of the AM by the Chairman.
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Voting Procedure: Resolutions are to be passed on items 2 to 23 of the agenda. Voting will take place by way of several card collections. In the first card collection, voting card 1 will be collected. This card will be used to vote on items of the agenda 2 to 5. In a second card collection, voting cards 2 and 3 will be collected. Voting card 2 will be used to vote on items of the agenda 6 to 8b and voting card 3 will be used to vote on items of the agenda 9 to 11. Items 12 - 23 were added to the agenda by request of shareholders. In a third card collection, voting card 4 with items 12 - 17 will be collected. Votig card 5 will be used to vote on items of the agenda 18 - 23. Votes will be counted using a computerized system under the supervision of a notary public. The voting results will be determined by the addition procedure. The “Yes” votes and the “No” votes will be collected and counted. The sole criterion for a proposed resolution to be passed is the relationship between the “Yes” votes and the “No” votes that are cast on the respective item of the agenda. Abstentions will not be counted or added and therefore have no bearing on the result. Elections to the Supervisory Board are an exception; in this case, that candidate is deemed to have been elected who has the most “Yes” votes. Please note that the Chairman of the Annual Meeting can make changes in the planned voting procedure. If voting takes place on additional motions, the Chairman of the Annual Meeting will announce the numbers of the voting cards to be used and the form of voting. |
If a shareholder leaves the meeting temporarily, the pad of voting cards permits re-entry. Should voting take place during this time, votes which are not cast will be regarded as abstentions.
If a shareholder leaves the meeting early, i.e. without intending to return, the pad of voting cards must be given to staff at the exits.
If, however, the shareholder is interested in taking part in votes taking place after he/she has left the meeting, proxy can be granted. In case the shareholder wants to appoint a company proxy, the orange-coloured Proxy and Instruction cards can be taken out of the pad of voting cards, completed and handed in to the proxy desk. In this case, also the remaining pad of voting cards has to be handed in to the staff of the proxy desk.
It is also possible to authorize another person attending the meeting to exercise the vote. In this case, the blue Proxy Card must be completed appropriately and handed in to the proxy desk. The participant authorized by the shareholder will receive the pad of voting cards.
The staff of the shareholder's service is readily available to assist you.
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.
The Chairman is responsible for conducting and for duly processing of the meeting.
He will open the meeting, provide information about procedures and formalities (e.g. requests to address the meeting, appointing proxies), introduce the speech by the Chairman of the Board of Management, announce the items on the Agenda and, if there is a large number of requests to receive permission to speak, set restrictions on the length of speeches in order to ensure the Agenda can be followed. Also, the Chairman can take other measures to direct the assembly, like closing the list of speakers or commanding the termination of the debate.
In addition, the Chairman of the meeting leads the voting and announces the resolutions.
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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