Convocation of the Annual Meeting of Daimler AG 2021 - ISIN DE 000 710 000 0
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Convocation of the Annual Meeting of Daimler AG 2021 - ISIN DE 000 710 000 0 - Daimler AG Stuttgart We herewith invite our shareholders to the virtual Annual Meeting of Daimler AG* on Wednesday, March 31, 2021 at 10:00 a.m., (CEST). The Annual Meeting is held exclusively as a virtual Annual Meeting without the physical presence of shareholders or their proxies (with the exception of the Company’s voting proxies). The virtual Annual Meeting is transmitted in full for shareholders entered in the share register via the e-service for share- holders at w register.daimler.com and broadcast audio-visually online. The introductory statement of the Chairman of the Supervisory Board and the speech by the Chairman of the Board of Management can also be followed by the interested public online at w www.daimler.com/am-2021. Voting rights may only be exercised by shareholders and their representatives by absentee voting or by granting power of attorney to the proxies appointed by the Company. The venue for the Annual Meeting within the meaning of the German Stock Corporation Act (Aktiengesetz) is Carl Benz-Arena, Mercedesstr. 73d, 70372 Stuttgart, Ger- many. * Convenience translation; the German text is legally binding. All time specifications refer to German local time 1 Agenda 5. Resolution on the appointment of the auditor for the annual financial statements and the auditor for the consol- 1. Presentation of the adopted annual financial state- idated financial statements as well as the auditor for the ments of Daimler AG, the approved consolidated financial final balance sheets required under the German Transfor- statements, the combined management report for Daimler mation Act (Umwandlungsgesetz) AG and the Group and the report of the Supervisory Board a) Based on the recommendation of the Audit Committee (Prü- for the 2020 financial year fungsausschuss), the Supervisory Board proposes that The aforementioned documents also include the explanatory KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, be report on the information required pursuant to Section 289a, appointed as the auditor for the annual financial state- Subsection 1 and Section 315a, Subsection 1 of the German ments, the auditor for the consolidated financial statements Commercial Code (Handelsgesetzbuch) (each in the version and the auditor for the review of the interim financial applicable to the 2020 financial year) and the remuneration reports for the 2021 financial year. report. They are contained in the 2020 annual report along with the non-financial statement for the Company and the b) Based on the recommendation of the Audit Committee (Prü- Group and the declaration on corporate governance but fungsausschuss), the Supervisory Board proposes that excluding the annual financial statements of Daimler AG. The KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, be annual report and annual financial statements of Daimler AG appointed as the auditor for the review of the interim finan- are available at w www.daimler.com/am-2021. cial reports for the 2022 financial year in the period until the next Annual Meeting of the Shareholders in the 2022 finan- The Supervisory Board has approved the annual financial state- cial year. ments and the consolidated financial statements as of Decem- ber 31, 2020 prepared by the Board of Management; the c) Based on the recommendation of the Audit Committee (Prü- annual financial statements are thereby adopted. In accor- fungsausschuss), the Supervisory Board proposes that dance with the statutory provisions, the Agenda does therefore KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, be not provide for a shareholders’ resolution in relation to Item 1. appointed, as a precautionary measure, as the auditor of the final balance sheets of the Company required under the 2. Resolution on the allocation of distributable profit German Transformation Act (Umwandlungsgesetz). The Board of Management and the Supervisory Board propose that the distributable profit of the 2020 financial year in the The Audit Committee (Prüfungsausschuss) declared in its rec- amount of €1,444,280,553.45 be allocated as follows: ommendation that such recommendation is free from undue influence by third parties and that no clause of the kind referred to in Article 16(6) of the EU Auditors’ Regulation Dividend distribution of €1.35 (Abschlussprüferverordnung) has been imposed upon it (Regu- for each no-par value share entitled to lation (EU) No. 537/2014 of the European Parliament and of dividends €1,444,280,553.45 the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Com- mission Decision 2005/909/EC). Pursuant to Section 58, Subsection 4, Sentence 2 of the Ger- man Stock Corporation Act (Aktiengesetz), the claim to pay- It is intended that separate votes be taken on Agenda Items 5 ment of the dividends is due on the third business day follow- a), 5b) and 5 c). ing the Annual Meeting, therefore on April 7, 2021. 6. Resolution on elections to the Supervisory Board In the event that the Company directly or indirectly holds any At the close of the Annual Meeting 2021, the period of office of treasury shares at the date of the Annual Meeting, that are not Dr. Manfred Bischoff and Petraea Heynike as the shareholder entitled to a dividend pursuant to Section 71b of the German representatives of the Supervisory Board will end. Shareholder Stock Corporation Act (Aktiengesetz), it is recommended to representative Dr. Jürgen Hambrecht has resigned from office the Annual Meeting that with an unchanged dividend of €1.35 effective as of the end of the Annual Meeting 2021. per no-par value share entitled to dividends the portion of the distributable profit attributable to no-par value shares not enti- Pursuant to Section 96, Subsection 1 and Section 101, Subsec- tled to dividends shall be transferred to retained earnings. tion 1 of the German Stock Corporation Act (Aktiengesetz) and Section 7, Subsection 1, Sentence 1, No. 3 of the German 3. Resolution on ratification of Management Board mem- Co-determination Act (Mitbestimmungsgesetz), the Supervi- bers’ actions in the 2020 financial year sory Board is composed of ten members representing the The Board of Management and the Supervisory Board propose shareholders and ten members representing the employees, that the actions of the Board of Management members who and pursuant to Section 96, Subsection 2, Sentence 1 of the were in office in the 2020 financial year be ratified for that German Stock Corporation Act (Aktiengesetz), of not less than period. 30% of women (i.e., not less than six) and of not less than 30% of men (i.e., not less than six). The gender quota is to be ful- 4. Resolution on ratification of Supervisory Board mem- filled by the Supervisory Board as a whole, unless the mem- bers’ actions in the 2020 financial year bers representing the shareholders or those representing the The Board of Management and the Supervisory Board propose employees object to joint fulfillment pursuant to Section 96, that the actions of the Supervisory Board members who were Subsection 2 sentence 3 of the German Stock Corporation Act in office in the 2020 financial year be ratified for that period. (Aktiengesetz). No objection was made to joint fulfilment of the gender quota. 2 At the time when this convocation is published, a total of six 7. Resolution on the remuneration for the members of the women are members of the Supervisory Board, of whom three Supervisory Board and related amendment to the Articles are shareholder representatives and three are employee repre- of Incorporation sentatives. The minimum quota is therefore fulfilled. In order to Pursuant to Section 113 Subsection 3 of the German Stock continue to fulfill it in future, at least one woman is to be Corporation Act (Aktiengesetz) as amended by the Act Trans- elected as a shareholder representative. After the election of posing the Second Shareholder Rights Directive (ARUG II), a the candidates proposed by the Supervisory Board, the mini- resolution must be passed by the Annual Meeting of every mum quota would still be fulfilled. listed company at least once every four years on remuneration for Supervisory Board members. The first resolution must be The following election proposals are based on the recommen- adopted by the end of the first Annual Meeting following dation of the Supervisory Board’s Nomination Committee December 31, 2020. (Nominierungsausschuss) and seek to meet the requirements profile with a competence profile and a diversity concept The currently applicable remuneration of the Supervisory defined by the Supervisory Board for the entire board. The Board members regulated in Article 10 (§ 10) of the Articles of requirements profile and the status of its implementation as of Incorporation was adopted by the Annual Meeting of March 29, December 31, 2020 are published in the declaration on corpo- 2017. rate governance, which is available online at w www.daimler. com/company/corporate-governance/declarations as a sepa- Based on the system for the remuneration of the members of rate document and at w www.daimler.com/am-2021 as part the Supervisory Board pursuant to lit. a) below, Article 10 (§ 10) of the Annual Report. of the Articles of Incorporation is to be simplified in terms of language and the remuneration of the members and the Chair- The proposed candidates are to be elected for a four-year term man of the Legal Affairs Committee (Ausschuss für Rechtsange- of office. In the absence of a provision in the Articles of Incor- legenheiten) increased. In all other respects, the level of Super- poration on the term of office of Supervisory Board members, visory Board remuneration is to remain unchanged. the opportunity shall therefore be taken to elect shareholder representatives for a shorter term of office than the maximum The Legal Affairs Committee (Ausschuss für Rechtsangelegen- legal duration of five years.