Daimler Governance Presentation EGM 2021

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Governance Presentation EGM 2021 Daimler AG

Transcript of Daimler Governance Presentation EGM 2021

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Governance Presentation EGM 2021Daimler AG

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• Item 1: Resolution on the approval of the Spin-Off and Hive-Down Agreement between Daimler AG and Daimler Truck Holding AG

• Item 2: Resolution on the amendment of the Company's name and on the amendment of Article 1 (§ 1) of the Articles of Incorporation (Name, Registered Office)

• Item 3: Resolution on elections to the Supervisory Board

EXTRAORDINARY GENERAL MEETINGAgenda

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PROJECTFOCUS

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• It is our conviction: independent management and governance will enable both businesses to win the transformation.

• With independence comes ultimate customer dedication and even more entrepreneurial responsibility.

• Daimler Truck will gain full entrepreneurial freedom, an independent corporate-governance structure with an independent chairman.

• The best ingredients we can imagine to foster value creation for Daimler AG shareholders and to unlock the full potential of the two companies.

PROJECT FOCUSWhy are we proposing this?

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Today

Daimler

Mercedes-Benz Daimler Truck Daimler Mobility

Tomorrow

Mercedes-Benz Daimler Truck

Mercedes-BenzMobility

Daimler Truck Financial Services

Schematic presentation

PROJECT FOCUSWe want to create two independent businesses with maximum focus

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Passenger cars“First move the world”

Product: Luxury experience

PROJECT FOCUSDifferent businesses deserve the freedom to focus on their specific customers

Commercial vehicles„For all who keep the world moving“

Product: Investment good

Customers: Mainly private (B2C) Customers: Mainly business (B2B)

Target: Turn modern luxury into profitable growth Target: Turn global scale into profit

Transformation: Focus on battery electric vehicles & car software Transformation: Battery, fuel cell, software

customer solutions

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Separate listing of Daimler Truck

Distribution of majority of Daimler Truck to existing Daimler AG shareholders

2:1 allocation ratio - shareholders of Daimler AG will receive one registered share of the newly created Daimler Truck Holding AG for every two registered shares of Daimler AG

Daimler AG relinquishes control over Daimler Truck but intends to retain a minority shareholding

No additional investment needed from shareholders

PROJECT FOCUSTarget image of the planned transaction (simplified)

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Existing Daimler AG Shareholders

Daimler AG(future Mercedes-Benz Group AG)

Daimler Truck Holding AG

100%

35%* 65%

* Daimler AG intends to transfer a 5.0% interest in Daimler Truck Holding AG as collateral assets to Daimler Pension Trust e.V., which will hold the shares in trust for Daimler AG and Mercedes-Benz AG, respectively.

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PROJECT FOCUSIntended transaction structure and details

True independent governance of Daimler Truck

Spin-off of Significant Majority Stake

IndependentGovernance

Daimler with minority stake (at equity) and de-consolidating Daimler Truck

Daimler supervisory board representation in line with intended deconsolidationIndependent chairman8* independent shareholder representatives

Attractive financial profiles for both companies

Strong Capital Structures

Ambitious Financial Targets

Both Daimler Truck and Mercedes-Benz with strong net liquidity position

Separation will enable realization of full profit potential

Prime Standard listing for Daimler Truck

DAXCompany

ListingTiming

Daimler Truck Holding AG to be listed in FrankfurtCompany expected to qualify for the DAX

Listing targeted by year-end 2021

8* Renata Jungo Brüngger & Harald Wilhelm are Members of the Board of Management of Daimler AG and Mercedes-Benz AG

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Decision Board of Management and Supervisory Board Daimler AGJul 30, 2021

Dec 2021

Listing of Daimler Truck Holding AGsought

Publication of General Meeting invitation with

demerger documentationAug 17, 2021

Extraordinary General Meeting Daimler AGOct 1, 2021

Daimler TruckCapital Market Day

Nov 11, 2021

PROJECT FOCUSListing of Daimler Truck Holding AG is planned to be complete by year-end 2021

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PROJECT FOCUSOur intention is to create value

Customers

People

Shareholders

We want to increase our competitiveness through an even sharper focus. Our customers will gain solutions tailored to their specific needs.

We want to take advantage of growth opportunities – with our people, and for our people. Our goal: safe, attractive jobs in the long term.

We want to establish two undisputed innovation leaders. Our shareholders will profit from the value crystallization.

Partners

Society

We want to set the pace in both industries –with strong technological partnerships to jointly accelerate technological progress.

Economic success is the prerequisite to achieve our societal responsibility and our environmental commitment.

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SupervisoryBoards

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Gender

Minimum percentage of

women as well as men is 30%

AgeInternationality

Experience*

IndependenceTenure

Mandates

Generally not over 72 at the time of election

for a full legal term;At least 8 members

not over 62 at (re-)election

Financial expertise

(accounting, audit, internal

control)

International management experience

International market

experience

Operational sales

experience

IT experience (software, networks,

data security)

Technical experience*** (automotive,

electrical, electronics)

ESG, Social Compliance Transformational

experienceExperience in dealing with

politics

SUPERVISORY BOARDRequirement profile ensures skill set that supports a successful strategic positioning of Daimler AG

At least 30% of shareholder

representatives, 15% overall

More than 50% independent of

company & Board of Management

Maximum of 12 years in service for

candidates for (re-)election

Generally members of the boards of

management of listed companies max 2**

(no chairman position) and other members max 5** (chairman

positon counted double); unless

otherwise disclosed

* Not all criteria must be met at the same time ** incl. mandate at Daimler AG *** Required by at least 5 of the 20 members

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SUPERVISORY BOARDSupervision of the Board of Management strongly supported by the competence profile of Daimler AG’s Supervisory Board

approvesmonitorsappoints

discussesinforms reports

Board of Management

• responsible for directing, coordinating and controlling business activities

• runs the business in compliance with law as well as in observance of the reservations of approval of the Supervisory Board

Supervisory Board

• advises and monitors • appoints and removes the

members• resolves the remuneration

structure• ensures a long-term succession

planning• determines approval requirements

and substantiates information and reporting obligations

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SUPERVISORY BOARDSDiversity profile of Supervisory Board members of Daimler AG* and designated Supervisory Board members of Daimler Truck Holding AG

30% women

47-73age range

50%non-German

100%independent

* after election of the two proposed candidates ** Renata Jungo Brüngger & Harald Wilhelm are Members of the Board of Management of Daimler AG and Mercedes-Benz AG

Gender

Age

Internationality

Independence

30% women

55-69age range

80%non-German

80%**

independent

Daimler AG(future

Mercedes-Benz Group AG)

Daimler Truck Holding AG

Referring to the shareholder representatives of the supervisory boards

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Prof. Dr. Helene SvahnProfessor in Nanobiotechnology at the Royal Institute of Technology, Stockholm, Sweden

Gender Female

Age 47

Internationality Swedish

Independence YES

Other mandates* 1 (Axel Johnson International AB; not listed)

Experience Transformational experience, International automotive market experience, International management experience, Technical experience, ESG & Social Compliance

SUPERVISORY BOARD DAIMLER AGNew candidates with experience in corporate transformation, digitalization, interaction with global markets and ESG

15* Member of any other legally mandatory supervisory boards and comparable supervisory bodies

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Olaf KochPartner und Managing Director ZintinusGmbH, Berlin, Germany

Male

51

German

YES

0

Long year CEO experience, Transformational experience, broad M&A expertise, International automotive market experience, Financial expertise, IT experience (software, networks), ESG & Social Compliance

SUPERVISORY BOARD DAIMLER AGNew candidates with experience in corporate transformation, digitalization, interaction with global markets and ESG

16* Member of any other legally mandatory supervisory boards and comparable supervisory bodies

Gender

Age

Internationality

Independence

Other mandates*

Experience

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SUPERVISORY BOARD DAIMLER AGStaggered terms of shareholder representatives with a four-year term for members elected as of the Annual General Meeting 2021

2006 2007 2008 2009 2010 2011 2014 20152012 2013 2016 2017 2021202020192018 20242023 20252022

Dr. Bernd PischetsriederBader M. Al SaadSari BaldaufDr. Clemens BörsigTimotheus HöttgesJoe KaeserMarie Wieck

Shareholder Representative

Ben van BeurdenDr. Martin BrudermüllerElizabeth Centoni

2026

Year of election Year of termination EGM (Extraordinary General Meeting) election

Helene SvahnOlaf Koch

Joe Kaeser resigns earlier from his mandate by the end of the EGM on Oct 1, 2021

Marie Wieck resigns earlier from her mandate by the end of the EGM on Oct 1, 2021

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SUPERVISORY BOARD DAIMLER AGESG Board oversight: implementation of our sustainable business strategies is a central objective

Group Sustainability Board

• Central management body for all sustainability issues

• Chaired by two Board of Management members*

Business units & central functions

chairs & decides

reports

• Operational execution of focus areas of sustainable business strategies

Board of Management

• Responsible for the strategy development, target derivation and implementation of the Group’s sustainable business strategies

Sustainability functions

• Expert functions on focus areas of sustainable business strategies

Advisory Board for Integrity and Corporate Responsibility

• External source for integrity and corporate responsibility

Supervisory Board

• Supervisory Board and its committees receive adequate information on ESG topics

• Holds regular meetings with the Board of Management and Advisory Board for Integrity and Corporate Responsibility

• Approves ESG targets of Board of Management

• Close communication with departmental experts on ESG

reports

monitors

* Renata Jungo Brüngger (the Board of Management member responsible for Integrity and Legal Affairs and member of the Board of Management of Mercedes-Benz AG) and Markus Schäfer (the Board of Management member responsible for Group Research; also Mercedes-Benz Cars Chief Operating Officer)

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StrategyOur way forward

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SUSTAINABILITYAn integral part of our divisional business strategies

AMBITION 2039• Fully committed to Paris Climate

Agreement; Ambition 2039 is our roadmap to get there

• Involvement in inter-company initiatives aiming for CO2 neutrality ten years earlier than Paris

• Politics has to ensure that these goals can be achieved – infrastructure, green electricity, charging stations and distribution networks.

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6 ACTION FIELDS3 ENABLER

Climate Protection& Air Quality

ResourceConservation

Integrity People Partnerships

Data Responsibility

Livable Cities

Human Rights

Traffic Safety

+

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SUSTAINABILITYSustainable value for all stakeholder groups

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Our strategy is guided by international frameworks, our corporate values and integrity

We embedded the Sustainable Development Goals in our strategy concentrating on the areas where we can create the most value added

We use comprehensive reporting frameworks to provide transparent and comparable information on our strategy and activities

SUSTAINABILITYClear objectives, comprehensive disclosure and guided by international frameworks

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Leading automotive luxury brand

Global “pure play” OEM with unique brand recognition“Ambition 2039” amplifying clear commitment to Sustainability as strategic priorityAttractive captive financial services business supporting sales

MERCEDES-BENZ CARSThe pre-eminent luxury car business

Win in a transforming environment

Leading player in electric drive, car software (MBUX, MBOS)Automated driving: Dedicated partnership with NVIDIALeaner and faster to pursue dedicated car strategyMore agile to embrace change and partners

Focus on profitable growth

Focus on luxury experience and key regionsFocus on efficiency measures to improve industrial footprint and fixed costsStrong balance sheet, robust liquidity

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Think Lowercost base and improveindustrial footprint

customers and grow recurrent revenues

EmbraceExpandcustomer base by growing sub-brands

Focuson profitable growth

and act like a luxury brand

in electric drive andcar software

Lead

Sustainability, integrity, and diversity as our foundation

Driven by a highly qualified and motivated team

MERCEDES-BENZ CARSWe will build the world’s most desirable cars

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Our ambition: carbon-neutrality by 2039

It’s our ambition to drive the plug-in hybrid & BEV share up to 50% in 2025. By the end of the decade, we will be

ready to go all-electric

MERCEDES-BENZ CARSWith our Ambition 2039 we put a stake into the ground

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Daimler AG

Global #1 CV player

Global market presence with market-leading brands in triad marketsReady to seize opportunities in emerging marketsLeverage existing global platforms to turn scale into profit

DAIMLER TRUCKUnlocking the full potential

Lead in industry transformation

Powertrain: technological lead (TCO) and strong partnerships (Fuel Cell)Automated driving: Dual track strategy with Torc Robotics & WaymoOptimize product and service portfolio, streamline industrial footprint

Realize profit potential

Europe: Execution of the initiated restructuringDTNA: Expansion of the leading market position and profitabilityBenefit from scale and strong partners to amortize tech investment

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WE WILLRAMP DOWN CURRENT ICE POWERTRAIN

Manage the ICE ramp-down while staying technology competitive

WE ARE COMMITTED TO BOTH BEV & HYDROGEN SOLUTIONS

BEV and FCEVare complementary and both will be needed

WE WILL MOVE RAPIDLY TO WIN THE PROPULSION TECHNOLOGY RACE

We have the right levers to accelerate ZEV

DAIMLER TRUCKConvictions driving our propulsion system strategy

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Daimler AG

Disclaimer

This document contains forward-looking statements that reflect our current views about future events. The words “anticipate,” “assume,”“believe,” “estimate,” “expect,” “intend,” “may,” ”can,” “could,” “plan,” “project,” “should” and similar expressions are used to identify forward-looking statements. These statements are subject to many risks and uncertainties, including an adverse development of global economicconditions, in particular a decline of demand in our most important markets; a deterioration of our refinancing possibilities on the credit andfinancial markets; events of force majeure including natural disasters, pandemics, acts of terrorism, political unrest, armed conflicts, industrialaccidents and their effects on our sales, purchasing, production or financial services activities; changes in currency exchange rates, customsand foreign trade provisions; a shift in consumer preferences towards smaller, lower-margin vehicles; a possible lack of acceptance of ourproducts or services which limits our ability to achieve prices and adequately utilize our production capacities; price increases for fuel or rawmaterials; disruption of production due to shortages of materials, labor strikes or supplier insolvencies; a decline in resale prices of usedvehicles; the effective implementation of cost-reduction and efficiency-optimization measures; the business outlook for companies in which wehold a significant equity interest; the successful implementation of strategic cooperations and joint ventures; changes in laws, regulations andgovernment policies, particularly those relating to vehicle emissions, fuel economy and safety; the resolution of pending governmentalinvestigations or of investigations requested by governments and the outcome of pending or threatened future legal proceedings; and otherrisks and uncertainties, some of which are described under the heading “Risk and Opportunity Report” in the current Annual Report or in theInterim Report. If any of these risks and uncertainties materializes or if the assumptions underlying any of our forward-looking statementsprove to be incorrect, the actual results may be materially different from those we express or imply by such statements. We do not intend orassume any obligation to update these forward-looking statements since they are based solely on the circumstances at the date of publication.

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