DaimlerChrysler AG Agenda Extraordinary Shareholders’ Meeting October 4, 2007

DaimlerChrysler AG Agenda Extraordinary Shareholders’ Meeting October 4, 2007
DaimlerChrysler AG
Agenda
Extraordinary Shareholders’ Meeting
October 4, 2007
Dear Shareholders,
The Extraordinary Shareholders’ Meeting
of DaimlerChrysler AG will be held on Thursday,
October 4, 2007, at 10.00 a.m. CEST,
at the Berlin Trade Fair Center (Messe Berlin),
Special Entrance corner of Masurenallee/
Messedamm, 14055 Berlin, Germany.
The invitation and agenda were published
in the electronic version of the German
Federal Gazette (elektronischer Bundesanzeiger)
on August 21, 2007.
On request, this invitation and the agenda of
the Extraordinary Shareholders’ Meeting will
be provided to you in German, without delay
and free of charge.
Diese Einladung mit der Tagesordnung zur
außerordentlichen Hauptversammlung werden
wir Ihnen auf Verlangen auch in deutscher
Sprache unverzüglich und kostenlos zusenden.
Agenda*
1. Resolution on Changing the Corporation’s name and on an Amendment to the
Memorandum and Articles of Incorporation
Due to the transfer of 80.1% of the interest in
Chrysler Holding LLC, which holds all shares
in Chrysler LLC and in Chrysler Financial
Services LLC, the name of the Corporation is
to be changed and reference in the Corporation’s name to Chrysler is to be deleted.
The Board of Management and the Supervisory Board submit the following resolution
for adoption by the shareholders:
The Corporation’s name is to be changed to
“Daimler AG”.
Article 1 (§ 1) of the Memorandum and
Articles of Incorporation shall be amended
and reworded as follows:
Ҥ 1 Name, Registered Office
The name of the corporation is Daimler AG.
The registered office of the corporation is in
Stuttgart.”
* Convenience translation. The German text is legally binding.
Shareholder registration for the Extraordinary Shareholders’ Meeting
Those shareholders who on the day of the
Extraordinary Shareholders’ Meeting are
registered in the share register as shareholders
of the Corporation and who have provided
the Corporation with notice of their intention
to attend, such notice to be received by the
Corporation no later than October 1, 2007, are
entitled to participate in the Extraordinary
Shareholders’ Meeting and to exercise their
voting rights. Shareholders who are registered
in the share register may notify the Corporation of their intention to attend in writing to
DaimlerChrysler
Aktionärsservice
Postfach 94 00 01
69940 Mannheim
Germany
by fax
fax no. +49 (0) 69 91 33 91 00
or electronically on the Internet at
https://register.daimlerchrysler.com
Agenda | 3
Shareholders’ rights regarding their
participation in the Extraordinary Shareholders’ Meeting
On August 16, 2007, there were 1,055,709,081
shares outstanding, each of which is entitled
to one vote. According to the German Stock
Corporation Act (Aktiengesetz), shareholders
are entitled to amend the Agenda subject to
certain conditions. Consistent with the
aforementioned conditions (“Shareholder registration for the Extraordinary Shareholders’
Meeting”), they also have the right to participate
in the Extraordinary Shareholders’ Meeting,
demand information related to the items of
the Agenda, introduce motions concerning
the Agenda and the procedure, and exercise
their voting rights in person or by proxy.
Exercise of voting rights by authorized
representative
Shareholders whose names are entered in the
share register may also exercise their voting
rights through a representative, for example,
a bank or a shareholder association. In such
cases, the authorized representatives must be
registered in advance by the shareholder or the
shareholder’s representative. In such instances,
we ask our shareholders to forward the forms
they have received to an authorized representative of their choice together with their voting
instructions. Shareholders attending the Extraordinary Shareholders’ Meeting or represented
there may also authorize other shareholders
or the Corporation’s proxy representatives to
exercise their voting rights.
4
If a bank is entered in the share register, it
may only exercise voting rights attaching to
shares it does not own if it has been authorized to do so by the beneficial owner of the
shares.
Exercise of voting rights by the proxy
representatives
As a service, we continue to offer our shareholders the opportunity to be represented at
the Extraordinary Shareholders’ Meeting by
employees of the Corporation acting as proxies
in accordance with the instructions received
from the shareholder. The proxy representatives
shall exercise the shareholders’ voting rights
in accordance with the instructions given to
them. Even when granted power of attorney,
they are only authorized to exercise the voting
rights if there is an express instruction relating to the individual agenda items.
Powers of attorney and the relevant instructions can be issued in writing, by fax or electronically via the Internet to the address, fax
number or Internet address that is applicable
for the registration (see above “Shareholder
registration for the Extraordinary Shareholders’
Meeting”).
Issuance of the power of attorney is only possible up to and including October 1, 2007.
However, voting instructions and amendments
to voting instructions can be issued until
shortly before the start of voting on the day
of the Extraordinary Shareholders’ Meeting, but
in any case until 11 a.m. CEST. Further details
are included in the documentation to be sent
out to shareholders.
Details on Internet communication
Shareholders who wish to order entrance
tickets for the Extraordinary Shareholders’
Meeting or to authorize a proxy via the Personal
Internet Service will need their access identifiers to do this, i.e. their shareholder number
and the associated individual access number.
These access identifiers are shown on the
back of the invitation letter, which will be sent
to the shareholders by mail.
Registered users of the Personal Internet
Service can use their self-selected user ID and
their self-selected password.
Shareholders who have registered for e-mail
transmission of the Shareholders’ Meeting
material will receive a link to the Personal
Internet Service and the agenda as attachments in a pdf-format with the invitation e-mail.
Motions and inquiries from shareholders
All motions and inquiries from shareholders
must be directed to one of the following
addresses of the Corporation:
In writing or by fax to:
DaimlerChrysler AG
Investor Relations HPC 0324
70546 Stuttgart
Germany
Fax no. +49 (0) 7 11 17 94 07 5
By e-mail to:
[email protected]
Motions from shareholders that are eligible for
publication and are received before midnight
on September 19, 2007 CEST will be published
on the Internet at
www.daimlerchrysler.com/ir/esm2007
without undue delay. Any statements by the
management will be published after this date
on the same Internet address.
Agenda | 5
Transmission of documents to the
shareholders
The Corporation will send the Agenda for the
Extraordinary Shareholders’ Meeting to be
held on October 4, 2007, and the information
for registration and the issuance of proxy
voting authorizations, to the shareholders registered in the Corporation’s share register.
Information on the Extraordinary Shareholders’ Meeting on the Internet
Shareholders who are unable to attend the
Extraordinary Shareholders’ Meeting in person
can follow the speech of the Chairman of
the Board of Management on the Internet at
www.daimlerchrysler.com/ir/esm2007,
where they will also find information on the
Extraordinary Shareholders’ Meeting and,
subsequently, details of the voting results.
The invitation for the Extraordinary Shareholders’ Meeting is published in the electronic
version of the Federal Gazette (elektronischer
Bundesanzeiger) on August 21, 2007.
Stuttgart, August 2007
DaimlerChrysler AG
The Board of Management
6
Details pursuant to Section 128 (2) of the
German Stock Corporation Act
Members of the Board of Management are
also members of supervisory boards of the
following credit institutes:
DaimlerChrysler Bank AG
No member of the DaimlerChrysler Supervisory Board is employed by any credit institute or a member of any credit institute’s
board of management.
The following credit institute holds equity in
DaimlerChrysler AG that must be disclosed
pursuant to Section 21 of the German Securities Trading Act:
Deutsche Bank AG, Frankfurt am Main
(4.35%).
The following credit institutes belonged to
a consortium that within the last five years
carried out the company’s last securities
issue:
ABN AMRO Bank N.V.
Banc of America
Banco Bilbao Vizcaya Argentaria S.A.
Banco Santander Central Hispano S.A.
Barclays Bank plc
Bayerische Hypo- und Vereinsbank AG
Bayerische Landesbank
Bear Stearns
BNP Paribas
CALYON
Citigroup
Commerzbank AG
Deutsche Bank AG
Dresdner Bank AG
DZ Bank AG
Fortis Bank nv-sa
HSBC Bank plc
ING Bank N.V.
J.P. Morgan Securities Ltd.
Landesbank Baden-Württemberg
Morgan Stanley
Norddeutsche Landesbank Girozentrale
Landesbank Hessen-Thüringen
Royal Bank of Canada
Scotiabank
Société Générale
The Royal Bank of Scotland plc
WestLB AG
Agenda | 7
Financial Calendar 2007/2008
Interim Report Q2 2007
August 29, 2007
Extraordinary Shareholders’ Meeting
October 4, 2007
Messe Berlin
Interim Report Q3 2007
October 25, 2007
Annual Press Conference /
Investors’ and Analysts’
Conference Call
February 14, 2008
Annual Report 2007
February 27, 2008
Annual Meeting
April 9, 2008
Messe Berlin
Interim Report Q1 2008
April 29, 2008
Interim Report Q2 2008
July 24, 2008
Interim Report Q3 2008
October 23, 2008
DaimlerChrysler
Stuttgart, Germany
www.daimlerchrysler.com
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