Expert Corporate Governance Service (ECGS)
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Daimler - AGM 22 May 2019

Item 2: Management and Supervisory Board are proposing a dividend of EUR 3.25 per share. The dividend is covered by earnings but for a third consecutive year it is not covered by free cash flow. We therefore consider a dividend payment inappropriate at this time and recommend to oppose the dividend proposal.

Item 3: We recommend opposing the discharge of the Management Board due to two profit warnings in the year under review and repeated new allegations in the diesel scandal which severly harm the Company's reputation and do not help to restore trust of stakeholders in the Company.

Item 4: Likewise we recommend opposing the discharge of all Supervisory Board members which have yet failed starting to pursue liability claims against former and current Management Board members.

Items 5a and 5b: KPMG, Berlin, is proposed as auditor for the current financial year as well as for the review of the interim financial statements 2020 until the next AGM. We have no concerns over the ratio of non-audit/audit fees. However, we note that KPMG or its predecessors have audited the Company since at least the financial year 1979 which significantly exceeds our maximum acceptable term of office. We therefore recommend opposing the re-election of KPMG as auditor.

Item 6: We recommend opposing the new remuneration system for Management Board members due to concerns over the potential maximum remuneration.

Item 7a: We recommend to oppose the re-election of Mr. Joe Kaeser to the Supervisory Board due to our concerns over aggregate time commitments.

Daimler AG

Daimler provides a range of transportation products, including passenger cars and commercial vehicles, and also financial services. Co. operates in five segments. Mercedes-Benz Cars sells passenger cars and off-road vehicles under the Mercedes-Benz brand and small cars under the smart brand. The Daimler Trucks distributes its trucks (Mercedes-Benz, Freightliner, FUSO, Western Star, Thomas Built Buses and BharatBenz). The vans of the Mercedes-Benz Vans segment are sold under the brand name Mercedes-Benz and Freightliner. Daimler Buses sells completely built-up buses (Mercedes-Benz and Setra). The Daimler Financial Services division supports sales of Co.'s automotive brands.


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