Questions & Answers on the virtual Annual Meeting 2020

Some general conditions of this year's Annual Meeting differ from previous years. Others have stayed the same. Answers to the most important questions can be found here. In addition, our e-service offers shareholders many functions - before, during and after the 2020 Annual Meeting.

Basic Information

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 proxies. This year, the AM was convened by the Board of Management with a shortened deadline in accordance with COVID 19-Act.

At this AM, shareholder questions are also answered, but asked differently than usual: Shareholders who have registered for the AM in due time can submit their questions about this AM up to two days in advance (based on the agenda sent to the shareholders). The Board of Management will decide in its dutiful free discretion on the questions they will answer and how they will answer them. Then, as usual, the agenda items announced for resolution will be voted on.

*subject to approval by the shareholders´ meeting
Annual Press Conference February 11, 2020
Announcement of convocation of the AM in the Federal Gazette June 10, 2020
Start of e-mail dispatch of AM invitation including convocation documents June 16, 2020
Start of submitting questions via the e-service June 16, 2020
Start of postal delivery dispatch of AM invitation including convocation documents June 17, 2020
Last day for submitting countermotions or election proposals June 23, 2020 (midnight CEST)
Supplementary dispatch June 26, 2020
Last day for registration July 3, 2020 (midnight CEST)
Last day for submitting questions via e-service July 5, 2020 (midnight CEST)
Annual Meeting July 8, 2020 (beginning 10:00 a.m. CEST)
Last issuing of voting instructions to Company proxies and absentee voting through the e-service for shareholders (provided prior timely due registration via e-service for shareholders) July 8, 2020 (until end of voting process)
Publication of voting results July 8, 2020
Ex-dividend date* July 9, 2020
Payment of the dividend* July 13, 2020

Recurring tasks 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. Other possible resolutions relate, for example, to authorized or conditional capital or the approval of intercompany agreements.

In general, resolutions are passed by simple majority, unless mandatory statutory provisions or the Articles of Incorporation themselves stipulate otherwise. No quorum is required.

The convocation of the virtual ordinary Annual Meeting of Daimler AG on July 8, 2020 was issued on June 10, 2020.

The language to be used at the AM is German.

In addition, a simultaneous translation into English will be provided.

In the last few years, the AM lasted approx. 7 – 8 hours. There are currently no experiences on the duration of a virtual AM of Daimler AG.

The Agenda lists the resolution items for the AM.

The Agenda is announced together with the convocation of the AM by way of 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.

The e-service for shareholders of Daimler enables shareholders who are registered in the share register to register online for the AM, to cast their vote by absentee voting or to issue proxy and voting instructions to the Company proxies.

Registered shareholders will also have the possibility to change their voting via the e-service until the end of voting on the Agenda Items on the day of the AM.

The use of the e-service for shareholders by a proxy requires that the proxy receives the relevant registration data from the shareholder.

In addition, the entire Annual Meeting will be webcast live via the e-service for Daimler shareholders audiovisually for shareholders registered in the share register. Shareholders having exercised their voting right personally or through proxies have also the opportunity to lodge an objection to resolutions of the Annual Meeting there.

Electronic database that records the owners of registered shares. The custodian banks or other custodian intermediaries 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 the data transmitted by the intermediary, with his name, date of birth, postal address, electronic address and number of shares, or
  • b) the shareholder objects and lets his custodian bank or other intermediary 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 July 3, 2020 midnight, since changes to the share register are not made for technical reasons from the end of July 3, 2020 up to the end of the Annual Meeting (registration stop).

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Virtual Annual Meeting 2020

With the approval of the Supervisory Board, the Board of Management has decided to hold the Annual Meeting as a virtual Annual Meeting without the physical presence of the shareholders or their proxies (with the exception of the Company's voting proxies) in accordance with Section 1 (2) COVID-19 Act (Gesetz über Maßnahmen im Gesellschafts-, Genossenschafts-, Vereins-, Stiftungs- und Wohnungseigentumsrecht zur Bekämpfung der Auswirkungen der COVID-19-Pandemie). This leads to modifications in the processes of the annual meeting and in the rights of the shareholders.

Voting rights can be exercised by the shareholders or their proxies only by absentee voting or by granting of power of attorney and issuing instructions to the Company proxies. The entire Annual Meeting will be webcast live on the Internet in visual and audio form for shareholders registered in the share register.

Shareholders and their proxies who have registered for the AM will be given an opportunity to ask questions using electronic communication. Finally, shareholders who have exercised their voting rights personally or by proxy can use electronic communication to object to resolutions of the Annual General Meeting for recording.

As in the past, the speeches from the Chairman of the meeting and the Chairman of the Board of Management will be webcast live on the Daimler website without access restrictions and will then be made available as a recording. The transmission of the subsequent parts of the Annual Meeting on the Internet will be protected by access via the e-service. Individual access data (shareholder number and individual access number) to the e-service for Daimler shareholders will be sent to around 900,000 shareholders in June by postal mail with the new invitation documents. The access data of the previous invitation for the original date of the Annual Meeting on April 1, 2020 are no longer valid. The approx. 200,000 registered users of the e-service, who have given their consent to the electronic dispatch of the AM documents, will receive the invitation by e-mail and can use the self-issued ID and self-issued password for access to the e-service for Daimler shareholders.

If you have any questions or need support, you can contact the Daimler Shareholder Service.

The access data (shareholder number and individual access number) for the e-service for shareholders was sent to approximately 900,000 shareholders in June by mail with the new invitation documents for the virtual AM on July 8, 2020. The access data of the invitation to the original date of the AM on April 1, 2020 are no longer valid. Registered users of the e-service can use their self-issued user ID and self-issued password.

If you have any questions or need support, please contact the Daimler Shareholder Service.

Against the background of the current COVID 19 pandemic, the "Act on Measures under Company, Cooperative, Association, Foundation and Property Ownership Law to combat the effects of the COVID-19-Pandemic (COVID-19-Act)" was passed. It allows the Annual Meeting to be held purely virtually without the physical presence of shareholders or their proxies. Voting rights can be exercised and proxies granted to the company’s proxies via the e-service for shareholders or by returning the reply form. Questions can be asked online up to two days before the Annual Meeting. The entire Annual Meeting will be audiovisually webcast live on the Internet for shareholders entered in the share register via the e-service for shareholders.

In addition to using a PC, access should also be possible using a smartphone or tablet with an Internet connection. Physical participation on site is not possible.

Against the background of the current COVID 19 pandemic, the "Act on Measures under Company, Cooperative, Association, Foundation and Property Ownership Law to combat the effects of the COVID-19-Pandemic (COVID-19-Act)" was passed. In the interests of the health of all parties involved, it allows the Annual Meeting to be held purely virtually without the physical presence of shareholders or their proxies and thus leads to modifications in the procedures of the Annual Meeting and the rights of the shareholders explicitly made possible by the legislator. Exercising voting rights and granting of proxy by returning the reply form remain possible in addition to using electronic communication to exercise voting rights. Details can be found in the agenda of the virtual AM 2020.

Against the background of the current COVID 19 pandemic, the "Act on Measures under Company, Cooperative, Association, Foundation and Property Ownership Law to combat the effects of the COVID-19-Pandemic (COVID-19-Act)" was passed. It enables the Annual Meeting to be held purely virtually without the physical presence of shareholders or their proxies and thus leads to modifications in the procedures of the Annual Meeting and the rights of the shareholders explicitly made possible by the legislator. Exercising voting rights and granting of proxy by returning the reply form remain possible in addition to using electronic communication to exercise voting rights. For the submission of questions and the declaration of objections to the resolution of the Annual Meeting, only electronic communication is available. Details can be found in the agenda of the virtual AGM 2020.

Whether a physical Annual Meeting will be possible at all this year is currently not foreseeable. It is in the interest of the company to register the profit transfer agreement under item 13 in the commercial register before the end of this year and to take the resolutions on the formal conclusion of the financial year 2019 in a timely manner.

In principle, even before the COVID 19 Act, it was possible to supplement a physically held Annual Meeting by video transmission of the discussion, with or without the possibility to exercise all or some of the shareholders' rights in whole or in part by way of electronic communication. However, this required a corresponding authorisation in the articles of incorporation, which did not exist previously. The "Act on Measures under Company, Cooperative, Association, Foundation and Property Ownership Law to combat the effects of the COVID-19-Pandemic (COVID-19-Act)" allows for the duration of its limited validity, among other things, the transfer of the annual meeting now also without such an authorization in the articles of incorporation.

In order to enable, if necessary, the full or partial video and audio transmission of the Annual Meeting in the future and to provide that shareholders can register at the Annual Meeting, even without being present at their place and without a proxy, and to exercise all or some of their rights in full or in part by means of electronic communication, Daimler has now included proposals for resolutions for corresponding amendments to the articles of incorporation under item 11 of the agenda for virtual AM 2020.

In addition, in agreement with the Chairman of the meeting, members of the Supervisory Board shall be exceptionally permitted to participate in the Shareholders’ Meeting by means of video and audio transmission in cases where, due to legal restrictions or due to their place of employment or residence abroad, personal participation is not possible or only possible at considerable expense.

The distribution amount is limited by the net profit from the annual financial statements of Daimler AG as of December 31, 2019, which was approved by the Supervisory Board in February 2020. Nevertheless, the savings would not be noticeably reflected in the dividend. If it is allocated to more than 1 billion shares, that is less than €0.01 per share.

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Invitation & Registration

The dispatch of the around 1.1 million invitations including the convocation documents to the AM will begin on June 16, 2020. Due to the number of mailings several days will be required.

For new shareholders who were not yet taken into account in this first dispatch date and have since been recorded in the share register, we conduct a supplemental dispatch on June 26, 2020.

Not having received an invitation to the AM can have miscellaneous causes. One possible cause could be that you acquired your shares after the dispatch dates for the invitations to the AM or that the invitation to the AM could not be delivered.

In this case please contact the Daimler Shareholder Service or - for shareholders entered in the US share register - the American Stock Transfer & Trust Company, LLC, who will

  • on demand send you the invitation and convocation documents
  • if applicable, register a new correct address for the share register.

Shareholder Service for Shareholders in Europe/Asia

Shareholder Service for Shareholders in North America

Daimler provides online the convocation, including a sample of the reply form. If needed, this can be filled in online, saved, printed out if necessary and sent back to Daimler Shareholder Service, PO Box 1460, 61365 Friedrichsdorf, Germany or by e-mail to daimler.service@linkmarketservices.de until July 3, 2020 midnight.

Your personal data registered in the share register (name, date of birth, postal address, electronic address and shareholdings) are communicated by your custodian bank, other custodian intermediary or their head offices via the Central Settlement Agent at Clearstream Banking AG (CASCADE RS).

If you have received more than one invitation including the convocation documents to the AM with different shareholder numbers you can reduce the number of mailings by combining the shareholder numbers using the e-service for shareholders.

Timely registration in conjunction with the record in the Company's share register authorizes the shareholder to to exercise his/her voting right.

By exercising their voting rights in due time – also by proxies – by way of absentee voting or by issuing power of attorney and instructions to the proxies appointed by the Company, shareholders can register their stock of shares for the Annual Meeting.

The registration must be received by the Company via the e-service for shareholders or at the address, fax number or e-mail address stated in the convocation to the AM until Friday, July 3, 2020, midnight at the latest.

Daimler provides online the convocation, including a sample of the reply form. If needed, this can be filled in online, saved, printed out if necessary and sent back to Daimler Shareholder Service, PO Box 1460, 61365 Friedrichsdorf, Germany or by e-mail to daimler.service@linkmarketservices.de until July 3, 2020 midnight. For efficient processing, however, we would like to ask you, to use the answer sheet sent together with the invitation letter or our e-service for shareholders.

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Voting & Appointment of proxies

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 or other intermediary managing his/her 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 July 3, 2020 midnight, since changes to the share register are not made for technical reasons from the end of July 3, 2020 up to the end of the Annual Meeting (registration stop).

Shareholders, who do not want to be represented by the company's proxies in the virtual annual meeting, may make use of absentee voting. Absentee voting enables shareholders to cast their votes in writing or via electronic media ("Textform") by using the reply form or preferably to vote online through the e-service for shareholders. His/her shares are among the share capital represented in the AM.

Authorized banks, shareholders’ associations, other intermediaries and equivalent persons or institutions as defined by Section 135, Subsections 8 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. If requested, the Company will make available respective forms and communication channels.

A shareholder or his or her proxy can authorize the company's proxies to exercise his/her voting right in accordance with the shareholder's instructions in the virtual AM. Power of attorney and instructions to the company's proxies can be issued via the e-service for shareholders or in text form by fax, e-mail or by postal delivery. The shareholders will find further explanations in the convocation of the AM.

Shareholders can also have their voting rights exercised by other proxies, such as a credit institution, a shareholders' association, another intermediary or a third party. In this case too, timely registration is required, either by the shareholder or by a proxy.If a bank, shareholders' association or another intermediary is appointed as proxy, the proxy authorization and, where applicable, voting instructions must be sent directly to the bank, shareholders’ association or other intermediary. Before transferring any voting rights, shareholders should make sure that the bank, shareholders’ association or other intermediary is prepared to exercise the voting rights on the shareholder's behalf.

If neither a bank nor a shareholders’ association, other intermediary or another equivalent person or institution as defined by Section 135, Subsections 8 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”).

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. If no instruction is given on an agenda item, i.e. neither "Yes" nor "No" is checked, this is regarded as "abstention”. Daimler AG has appointed two employees each individually as company proxies.

The result of the vote is announced before the end of the AM by the Chairman and published on the Internet on the same evening. Abstentions will also be shown.

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Possibility to raise questions and countermotions or election proposals

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 countermotions and election proposals to be made accessible on its website. Countermotions and election proposals, which were not received by Daimler AG before June 23, 2020 midnight, will not be made publicly accessible.

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 to be made accessible that are received at the address stated in the convocation no later than June 23, 2020, will be published on an ongoing basis on the Internet without delay after receipt, including the name of the shareholder and the statement of grounds to be made accessible. Any statement of position by the Management on the countermotions will also be published on the same website. Legal regulations do not provide for a separate mailing of countermotions and election proposals.

A counter-motion or election proposal to be made accessible in accordance with Sections 126, 127 of the German Stock Corporation Act (Aktiengesetz) will be considered to have been made during the virtual Annual Meeting if the shareholder making the request has duly registered for the Annual Meeting. The right of the Chairman of the Annual Meeting to put the Management’s resolution proposals to vote first remains unaffected.

Counter-motion 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 to be made accessible must be submitted to the Company no later than June 23, 2020, midnight.

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–F343
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 - The reason for a permissible counter-motion must not exceed 5,000 characters; if this size is exceeded the reason for the counter-motion must not be made accessible.

Publication - Countermotions and/or election proposals to be made accessible, including the shareholders’ names and statement of grounds to be made accessible, will be published online (Link). Any statements of position by the Management on the countermotions will also be published there. 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 statements of grounds.

Countermotions not be made accessible - Countermotions and election proposals that are received by the Company in due time do not need 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 counter-motion 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 counter-motion but did not present that counter-motion 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 counter-motion to items of the Agenda by voting »No« on the respective Agenda items. However, if there is a separate vote in the AM on countermotions/election proposals made accessible that do not only reject a proposal of the Management and therefore are marked by a capital letter, you can support or reject them by making a cross in the respective box marked with the capital letter. Since the counter-motion/election proposal may not be put to the vote if the respective management proposal achieves the required majority, please do not fail to tick your vote on the corresponding agenda item as well.

Further explanations of shareholders’ rights can also be found here.

The shareholders will be given the opportunity to ask questions by means of electronic communications in accordance with Section 1, Subsection 2, Sentence 1, No. 3, Sentence 2 of the COVID-19 Act.

Eligibility

Those shareholders, who are registered as shareholders on the day of the Annual Meeting in the company's share register and who have registered with the company in text form or electronically in good time so that the company received the registration no later than Friday, July 3, 2020, midnight, are entitled –personally or by proxies – to use the option to raise questions.

Submit question

Shareholders registered for the Annual Meeting and their proxies can submit their questions to the company until July 5, 2020 at midnight (access) via the e-service for shareholders.

The Board of Management will decide in its dutiful free discretion on the questions they will answer and how they will answer them (Section 1, Subsection 2, first half of Sentence 2 of the COVID-19 Act). When answering questions during the Annual Meeting or in the event that questions and answers are published in advance on the Company's website, the company is only entitled to disclose the name of the questioner if the questioner, when submitting his questions, has expressly requested to do so.

The questions are entered via the e-service for shareholders and will be saved there for 5 years.

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Important information for the day of the annual Meeting

The meeting will start at 10.00 a.m., CEST.

We recommend that our shareholders log in at an early stage on the AM day (at least 10 minutes before AM start) in order to obtain timely access to the protected Internet transmission of the AM and familiarize themselves with the functions. Schedule:

  • Formal welcome as well as introductory remarks and report of the Supervisory Board (Chairman of the Meeting and of the Supervisory Board, Dr. Manfred Bischoff).
  • Then the Chairman of the Board of Management of Daimler AG, Ola Kaellenius, will present his report on the previous financial year and the development of the Company.
  • After this presentation the answering of the shareholders‘ questions regarding the Agenda items will begin.
  • Following the answering session (usually in the early evening) votes will be taken on the Agenda items. When the votes have been counted the results will be announced and the AM will be closed.

Yes - if you leave the AM webcast temporarily, you can join the transmission later from the point it will have reached then. Shareholders registered in the share register can gain access via the e-service by entering the shareholder number and the individual access number, which are noted on the back of the invitation letter sent by postal delivery. Already registered users of the e-service for shareholders use their self-issued user ID and self-issued password.

The transmission of the introductory speeches by the Chairman of the meeting and the Chairman of the Board of Management will be made available on the Daimler website as a video recording.

No –shareholders registered in the share register can follow the AM in full via the e-service for shareholders. This does not involve participation in the meaning of Section 118 (1) Sentence 2 of German Stock Corporation Act (Aktiengesetz).

Shareholders having exercised their voting right personally or through proxies have the opportunity to lodge an objection to resolutions of the Annual Meeting by means of electronic communications.

Corresponding declarations must be sent to the company via the e-service for shareholders. Declarations may be made from the beginning of the virtual Annual Meeting through its conclusion by the Chairman of the meeting.

The Chairman is responsible for conducting and for duly processing of the AM. He will open and conduct the AM, provide information about procedures and formalities (e.g. special features of the virtual AM) and leads the voting and announces the resolutions.

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Video Webcast

A transmission of the introductory statements made by the chairman of the AM and of the Supervisory Board Dr. Manfred Bischoff and the speech given by the Chairman of the Board of Management of Daimler AG, Ola Kaellenius will be available for everyone as live webcast and afterwards available online as a video recording.

The complete transmission of the Annual Meeting on the Internet will be access-protected in the e-service only for our shareholders. Around 900,000 registered shareholders will receive their access data (shareholder number and individual access number) to the e-service for shareholders by postal delivery starting mid of June with the new invitation documents. The access data of the previous invitation for the original date of the AM on April 1, 2020 are no longer valid. The registered users of the e-service can use the self-issued ID and self-issued password.

If you have any questions or need support, you can contact the Daimler Shareholder Service.

The recording of the Annual Meeting will be limited to the freely accessible introductory speeches of the Chairman of the meeting and the Chairman of the Board of Management.

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