Annual Meeting 2014 Countermotions and election proposals from shareholders
Dear Shareholders,
As follows, you will find all the countermotions from shareholders on the items of the agenda of the Annual Meeting to be held on April 9, 2014 that are to be made accessible pursuant to Section 126 of the German Stock Corporation Act. No election proposals to be made accessible pursuant to Section 127 of the German Stock Corporation Act have been submitted.
The following motions are listed in the same order as they were received by Daimler.
Voting and issuing voting instructions on motions submitted by shareholders
Even if you do not participate in the Annual Meeting in person or through a proxy other than a bank, a shareholders’ association or person or institution exercising the same function, you can still support those countermotions by entering “No” (i.e. rejecting the proposal of the management) or by giving appropriate voting instructions on the corresponding items of the agenda in the absentee voting / voting instructions template of our e-service for shareholders or on your reply form.
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Mr. Paul Russmann, Stuttgart
Regarding Item 3 of the Agenda: “The actions of the members of the Board of Management are not to be ratified.
Reason: “Sustainable corporate success can only exist on the basis of ethical actions,” states Dieter Zetsche in the current Annual Report.
However, Daimler AG does not say a word in its Annual Report 2013 about the production and export of armaments by Mercedes-Benz Military and Tognum AG / Rolls-Royce Power Systems in Friedrichshafen. Apart from the countermotions of the Critical Shareholders, there is no reference on the official website of Daimler AG to the Group’s production and export of armaments.
Anyone who wants to find out more about the shady side of the star has to resort to a relatively unknown source: www.mb-military-vehicles.com. Under the heading “Mercedes-Benz Military Vehicles,” exactly those armaments products are listed on the English website that are missing on the German website.
In recent years, the recipients of military Unimogs and tank transporters from the Daimler plant in Wörth have include(d) Egypt, Algeria, Angola, Iraq, Israel, Kuwait, Libya, Morocco, Pakistan, Saudi-Arabia, Syria, Tunisia, Turkey and the United Arab Emirates – countries in which human rights are trampled underfoot and which are located in crisis regions and war regions.
Daimler employees of the Daimler Big Band and the Daimler Symphony Orchestra laudably perform benefit concerts in their free time in aid of organizations such as Refugio or AK Asylum, which has joined the campaign “Action Outcry – Stop the Arms Trade!” Refugio and AK Asylum are organizations that help people who are fleeing from violence and war.
But with its practice of exporting armaments, the Daimler Board of Management produces “thousands of refugees. They are fleeing from Gaddafi’s tanks.” With military trucks of the Actros brand, the tanks are taken to the front, to the rebel stronghold Bengasi. “The objective: destroying the rebels,” according to a report by the television program ARD Magazine Report Mainz in 2011.
In the view of the Critical Daimler Shareholders (Arndtstr. 31, 70197 Stuttgart, tel.: +49 711 608396, www.kritischeaktionaere.de), with the armaments involvement at Tognum AG / Rolls-Royce and the export of military vehicles, Daimler AG has violated the intentions of “good corporate governance” and the principles of corporate social responsibility (CSR), as well as the intention of the Global Compact in financial year 2013.
Anyone who requires ethical actions as a guiding principle for sustainable corporate success, as Dieter Zetsche does, may not stand still with the exit from EADS. The business with death through armaments exports must be ended.”
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Ms. Beate Winkler-Pedernera, Stade
Regarding Item 3 of the Agenda: “The actions of the members of the Board of Management are not to be ratified.
Reason: Profit maximization by means of permitted and non-permitted deployment of temporary workers was excessive last year. The program of the public-sector television station SWR entitled “Starvation wages on the assembly line” (May 2013) showed some of the irregularities. Incomprehensibly, SWR is currently being pressurized by the company’s management with a court injunction.
In the investigative reporting by SWR, a journalist got a job incognito on the assembly line at Daimler in the context of a contract for work and services (temporary worker). The following points are to be noted:
• The work he did was part of the core business (packing cylinder heads). • The task was similar in many ways to the work of the Daimler employee working next to him. The temporary worker was instructed by Daimler employees, not by a foreman from his own company. • Despite the similarity of the work done, his pay was about one third of a Daimler salary. • Although it was full-time work, the earnings were so low that it had to be supplemented by the taxpayer by hundreds of euros to cover his basic needs. • The work had an impact on his health, which could not be offset by internal company health programs, as he was not eligible as an external employee. • The Works Council took note of this working situation, but did not intervene. • In a direct discussion with Erich Klemm, the Chairman of the Group Works Council, Klemm denied knowledge of such working conditions, but following research he denounced them as non-permissible deployment of temporary workers.
In view of the facts, Dieter Zetsche’s words in the interactive annual report do not sound very credible: “Sustainable corporate success can only exist on the basis of ethical actions. This is why we devote 100 percent commitment and determination to sustaining our high standards for integrity and compliance. They are and will remain the foundation of everything we do.”
Already in last year’s Annual Shareholders’ Meeting, I as a Critical Daimler Shareholder (Arndtstr. 31, 70197 Stuttgart, tel.: +49 711 608396, www.kritischeaktionaere.de) demanded that the Board of Management should reconsider its strategy of using temporary agency workers and should take significant steps back towards assuming responsibility for all its employees.
But the Board of Management openly spoke out in favor of increasing the use of temporary agency workers. The Board of Management claimed that the rising tendency primarily serves to protect the permanent workforce. When an increasing proportion of the workforce as a sort of underclass has to bear the risk for the permanent employees, it serves the purpose of profit maximization, but it would be cynical to call it ethical! Even the permanent workforce is not keen on this policy, 4 because the use of temporary agency workers is also an instrument for putting pressure on their wages and working conditions. There is a constant threat of being replaced with other, cheaper job applicants. Only as an aftereffect of the aforementioned TV report have some positions falling vacant been filled with permanent employees again in recent months. Following court action by employees, some contracts for work and services have been at least converted into temporary agency work. Furthermore, it is unethical that the low pay of employees working under contracts for work and services leads to German tax payers having to subsidize Daimler’s wage dumping.
How do the praised high standards in the area of integrity and compliance look?
Due to an injunction, the TV report may not be transmitted again, although it only shows the facts and partially led to an overdue reconsideration by Daimler. Which of the claims made by SWR does Daimler AG doubt? Daimler was not prepared to carry out an interview while the program was being filmed. Facing up to the objective criticism and participating in an open discussion would have demonstrated integrity! The journalist worked for some weeks officially and legally as an employee under a contract for work and services. Daimler’s own whistleblower system (BPO) is revealed as absurd if one does not accept criticism or value the potential for change.
I am looking forward to finding out how correctly and ethically Daimler treats former employees who are meanwhile only employed under contracts for work and services. For example the company ISS: For more than 20 years, many of the employees manning the plant gates have been working in exactly the same place. Without their consent, those employees were transferred to the subsidiary Debeos some years ago. Meanwhile, they are doing the same work as before but now under contracts for work and services for the company ISS. In addition to all the financial disadvantages, the former permanent employees are worried about their jobs because the contract expires at the end of 2016. Will the longstanding employees then be laid off? Will Daimler AG assume responsibility or will it brush those people off just like my inquiry about it at the last Annual Meeting? “We do not make any statements on external companies!” Is that sustainable corporate success on the basis of ethical actions?”
Regarding Item 4 of the Agenda: “The actions of the members of the Supervisory Board are not to be ratified.
Reason: Women are significantly underrepresented, particularly in the middle levels. The following disadvantages of Daimler’s own making are part of the reason why Daimler can only slowly increase its proportion of female employees:
• Women earn less on average. Their classification is still not in line with the work they do (e.g. secretaries). • The company’s management refuses to create safe parking zones for women at all parking areas of all plants. At first glance, this may seem to be a minor problem. But at the latest when one finds out that offences have repeatedly occurred in parking garages at all plants in the form of stalking or verbal abuse, it becomes comprehensible that bad illumination, sound-proof stairways and 5
remote parking spaces constitute an unnecessary threat for women. Only in one plant, following tough negotiations, have the members of the Works Council managed to achieve that at least some of the women can park in suitable areas (ground level, several exits, fairly busy, well lit, good visibility). But use for women is often impossible because men do not respect the regulation and park there themselves. Unfortunately, an intensive opinion-forming campaign and/or appropriate entry checks are necessary. • Mothers do not have the right to change over from part-time to full-time work. This understandable adjustment to changing family needs would enhance job attractiveness and give women some financial security. Even the federal government is already debating whether the right to return to full-time work should be mandatory. • It would be progressive to have the right to work in a home office provided that the type of work allows it. At present, women are dependent on the arbitrary consent of their line managers. Why couldn’t it be made the law that mothers could have the right to work in a home office if they apply to do so? The line manager would have to prove why it could not be approved in any specific case. The approved period should be reliable, so that child-care times can be planned. An end to the period of home office could be determined at a round table, instead of being decided upon by the line manager at short notice and unilaterally, as it is at present. • The “Starlet” child-care centers in 12 plants are family friendly without a doubt. Unfortunately, they are only offered for children up to three years of age, with just a few exceptions. After that age, many mothers have to reorganize and worry whether they will find child care that fits with the working times of their jobs. But that is not always possible and the women have to work part time or seek a different employer. The continuation for children of three to six would be a necessary step towards equality for mothers and for the family-friendly image of Daimler AG.
As spokesperson of the Critical Daimler Shareholders (Arndtstr. 31, 70197 Stuttgart, tel.: +49 711 608396, www.kritischeaktionaere.de), I have for years been expressly in favor of the efforts made by the Works Council and the company’s management for gender equality amongst the employees. Nonetheless, I once again have to request that the actions of the members of the Supervisory Board are not ratified, because in particular the shareholders’ side of the Supervisory Board does not yet do enough for the needs of the female employees.”
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Mr. Jürgen Grässlin, Freiburg
Regarding Item 3 of the Agenda: “The actions of the members of the Board of Management are not to be ratified.
Reason: The Board of Management of the Daimler Group made some welcome decisions in the past two financial years – and also this year. With the exit from the European Aeronautic Defence and Space Company (EADS N.V.) and recently from Tognum AG (now Rolls Royce Power Systems), the Board of Management has followed the longstanding demand, DISARM DAIMLER, of the Daimler Critical Shareholders (KAD, Arndstraße 31, 70197 Stuttgart, tel.: +49 711 608396, www.kritischeaktionaere.de).
The Daimler Board of Management has pushed forward with its focus on the core automotive business – which expressly deserves praise. The mistaken decisions of the former Board of Management Chairmen Edzard Reuter (nicely presented as an “integrated technology group”) and Jürgen E. Schrempp (in the form of creating or maintaining a mixed-goods group with a high proportion of armaments) have partially been reversed – but only partially.
Because death is still a master from Wörth, Bolsheim (France), Portland (USA) and Mannheim. Many thousands of military vehicles are still produced in those Daimler plants; engines for military vehicles are still supplied from the Daimler plant in Mannheim. In the military version, Mercedes vehicles are in demand worldwide: Military forces, security forces and guerilla units have been dealing in death with these goods for decades – and have done so this year as well.
For example, Mercedes military vehicles were and are available for use in the battlefields of the Iraq war, the Russia-Georgia War, the Libya war and currently the Afghanistan war and the Syria war. These verifiable facts are extremely unpleasant for the Daimler management; they do massive damage to the company’s reputation. They are used for transporting tanks and to transport troops and materials to the front, as well as to take away corpses of killed combatants and civilians. Executions have also taken place on Mercedes military vehicles in the past, as proven by photographs from Iran made available to the German Peace Society – United Opponents of Military Conscription (Deutsche Friedensgesellschaft – Vereinigte KriegsdienstgegnerInnen, DFG-VK, www.dfg-vk.de).
Furthermore, the campaign “Action Outcry – Stop the Arms Trade!” (www.aufschrei-waffenhandel.de) has proof that solely of Unimog vehicles in the military version, a number of more than 150,000 have been sold to over 80 armies worldwide – as stated on the Mercedes Military website (www.mb-military- vehicles.com) before it was made less explicit. The countries receiving Unimogs included Egypt, Algeria, Indonesia, Iraq, Kuwait, Libya, Pakistan, Saudi Arabia, Syria, Turkey etc. (see “Arms trade black book. How Germany profits from war” published by Heyne, pages 294 ff).
And many more military vehicles are produced: the G wagon, vans, Axor/Atego, Zetros and Actros. At the same time, the next armaments fairs and sales fairs of 7
FIDAE in Chile, CANSEC in Canada, EUROSATORY in France und AAD in South Africa have been advertised on the Mercedes Military website.
The profit from armaments sales is what counts – morals and ethics then come under the wheels of the Mercedes military vehicles. In this context, the so-called “social and ethical principles” of Daimler AG are simply nonsense. As long as the Daimler Group supplies military vehicles to countries engaged in warfare, regimes that violate human rights and even to dictatorships, the principles of “good corporate governance,” “corporate social responsibility” and “code of ethics” are not worth the paper they are printed on. In view of the facts, membership of the Global Compact of the United Nations seems to be pure hypocrisy.
As long as the Daimler Board of Management under the leadership of Dieter Zetsche continues with its uninhibited policy of exporting military vehicles, its actions cannot be ratified. On the contrary, the Board of Management must be made responsible for the fact that customers buy vehicles from automotive companies that are free of armaments activities and invest their money elsewhere – ethically and responsibly.
According to a recent survey carried out in February 2014 on behalf of Germany’s Stiftung Warentest (an organization that tests goods and services) and the Bremen Consumer Center (http://www.test.de/Umfrage-zu-ethisch-oekologischen- Geldanlagen-Was-Anlegern-wichtig-ist-4654401-0/), ethical aspects play a decisive role in the search for politically correct investments.
The survey of more than one thousand consumers by Forsa, an opinion research institute, revealed a clear picture: “Weapons and armaments have no place in an ethical-ecological investment.”
Anyone who buys Mercedes vehicles is still buying from a producer of armaments. Anyone who invests in Daimler is still investing in the armaments business. This must change fundamentally, for ethical and moral reasons as well as for business reasons!”
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Mr. Holger Rothbauer, Tübingen
Regarding Item 3 of the Agenda: “The actions of the members of the Board of Management are not to be ratified.
Reason: As a spokesperson and lawyer of the Daimler Critical Shareholders (KAD, Arndtstraße 31, 70193 Stuttgart), I am outraged by the non-compliance of Daimler AG with court judgments, for which I hold the Board of Management responsible.
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Daimler AG continues to deceive consumers with its advertising of the S- Class despite a court order.
Despite a court injunction of the Stuttgart District Court of September 2013, Daimler AG has continued to advertise with false figures for fuel consumption and CO2 for the new S-Class, so that the organization German Environment Aid (Deutsche Umwelthilfe) has applied to the Stuttgart District Court for an administrative fine to be imposed, and has also applied to the responsible authorities for court proceedings for an administrative offence to be initiated.
During the market launch of the new S-Class, Daimler AG advertised its new premium product, the new S-Class, with false figures for fuel consumption, energy efficiency and CO2 emissions in nationwide and regional newspapers and magazines.
German Environment Aid then obtained an injunction from the Stuttgart District Court (Az: 35 O 76/13 KfH). This prohibits the company from publishing the false figures for fuel consumption, CO2 emissions and CO2 efficiency categories as identified by German Environment Aid in a business context for competition purposes in advertisements for the Mercedes-Benz S-Class.
Daimler AG continues to ignore consumer-protection laws and the court injunction. Consumers who are interested in the new S-Class were able to request information material on the S-Class via the Company’s website. They then received extensive documentation with product information including an image brochure with a high- quality black cover. In this image brochure, false figures were still stated for fuel consumption and CO2 emissions. A clear violation of the court order.
If Daimler AG is of the opinion that the court order has been wrongly issued, it has sufficient legal means at its disposal to defend itself. However, as long as a court injunction exists, our company in particular must abide by it. This is required by quite normal democratic decency and is also established in the compliance regulations the company has prepared.
The fact that the Board of Management allows such image-damaging unlawful behavior by the responsible departments cannot be excused and must not be allowed. Ratification of the actions of the Board of Management is therefore not appropriate.
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Umbrella Association of Critical Shareholders (Dachverband der Kritischen Aktionärinnen und Aktionäre e.V.), Cologne
Regarding Item 3 of the Agenda: “The actions of the members of the Board of Management are not to be ratified.
Reason: On May 23, 2013, Daimler AG published an alleged innovation of Daimler AG under the heading “New Mercedes-Benz initiative: QR code can save lives.” The basic idea 9 of this innovation comes from Mr. Gil Schlappal, Berlin. He has credibly proven to the Umbrella Association that he already published his innovation more than two years ago. The essence of this innovation is that with a QR code, emergency services can be supplied with important emergency data within seconds nearly everywhere in the world.
In the aforementioned Daimler press release, the “innovation” is presented as having two components. The first component consists of the rescue cards developed by the automobile club ADAC, which describe to the emergency services the construction details of the car involved in an accident. This allows the rescue personnel to free the occupants from the car as quickly as possible. The second component is the idea of sending the rescue personnel this vital information in the shortest way via a QR code.
This idea had already been described by Mr. Schlappal in approximately 400 publications since 2010. As at that time, QR codes and smartphones were not sufficiently widespread, Mr. Schlappal repeatedly published new reports and improvements to this system. For example, in a press release of September 6, 2012, Mr. Schlappal gave information on the “impressive start of sales of the emergency code” (see http://pressemitteilung.ws/node/406621).
Instead of naming the source of the intellectual property for the second component, as it did with the rescue cards, Daimler suggests to the reader that this worldwide life-saving idea comes from the innovations department of Mercedes-Benz. Due to the very strong Internet presence, the impression is actually made that Mr. Schlappal, the originator of this idea, copied his product from the Mercedes-Benz innovation. Due to this “suspicion of plagiarism,” the marketing of the product by Mr. Schlappal has now been made very difficult and the entire project is jeopardized. According to Mr. Schlappal, the rescue information that his system contains relates not only to the vehicle, but also includes extensive details of the injured persons.
The current depiction by Daimler AG not only throws a false light on the real inventor of the innovation, Mr. Schlappal; it also deceives the readers of the report on the Daimler website. Daimler presents itself there as a “lifesaver” and “philanthropist” that by waiving its right to a patent is doing without millions of euros in profits, even to the disadvantage of the shareholders, only so that other car manufacturers can save as many lives as possible through this Mercedes-Benz innovation.
Why does Daimler in no way mention the actual inventor of this innovation, Mr. Schlappal? In a statement made to Mr. Schlappal, Daimler AG refers to the “significant differences” of its own innovation. Both facts are in contradiction of the basic principles that Daimler AG adheres to.
As descriptions on websites are comparable with brochures that usually serve as a basis for decisions to buy a product, it should be clarified whether the description of this innovation published by Daimler possibly constitutes a deception of investors, which would still have to be clarified.
As according to the AOK report, about 19,000 people in Germany alone (about 53 people a day) die from receiving the wrong medical treatment, the rapid clarification of this matter would be very desirable.”
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Mr. Wilm Diedrich Müller, Neuenburg
Regarding Item 3 of the Agenda: “Persons, I have hereby proposed that the actions of none of the members of the Board of Management of the aforementioned firm Daimler be ratified for the 2013 financial year.
Reason: I justify my proposal with the fact that the aforementioned firm Diedrich Müller, which was given to me a good 25 years ago by my father, has been leased to a person outside the family according to an entry in the commercial register kept by the aforementioned firm district court.
I am of the opinion that during times in which a person can have his or her firm taken away by force through arbitrary action of civil servants, there are really more important things to do than to build cars.
The same firm Daimler should have created circumstances in which no person would have his or her firm taken away.
That would be more important than building automobiles, no matter how good those automobiles might be.”
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Dr. Bernd T. Gans, Vaterstetten
Regarding Item 4 of the Agenda: “The actions of the members of the Supervisory Board are not to be ratified.
Reason: 1) The Supervisory Board has once again approved the continual change of strategy of the Board of Management with regard to the production of large engines and has thus unnecessarily given up a core business of the Group.
A review of the “zig-zag course”:
Q1 2006
Sale of MTU Large Engines to EQT. With an enterprise value of €1.6 billion, a cash inflow for DaimlerChrysler of €1.0 billion.
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Dr. Rüdiger Grube: With the sale to EQT, the course is set for the further expansion of MTU Friedrichshafen.
July 2007
After being renamed as Tognum, successful IPO. EQT receives €2.2 billion for 68% of the shares.
April 30, 2008
Daimler AG buys back a 22.3% stake from EQT for €585 million.
Dr. Dieter Zetsche: Daimler is participating in the growth potential and securing the long-term supply relationships between Daimler and Tognum.
March 9, 2011
Daimler AG and Rolls-Royce start a joint venture.
Global market with a volume of more than €30 billion per annum and above-average growth.
Dr. Dieter Zetsche: Through the planned merger, we will gain a strong platform to fully utilize the enormous market potential. The partnership with Rolls-Royce is an excellent starting point for us to invest further in Tognum AG and to support the company’s growth.
March 7, 2014
Announcement of the sale of Daimler’s stake to Rolls-Royce.
Dr. Dieter Zetsche: After the successful cooperation with Rolls-Royce, we are now taking the next logical step and are transferring our shares to our joint-venture partner. All the parties involved will profit from this step.
Daimler anticipates a significant cash inflow from this transaction, which, in line with the procedure agreed upon with Rolls-Royce, will only be quantified in the coming months.
2) The Personnel Committee of the Supervisory Board was unable to keep Mr. Andreas Renschler in the Board of Management.
Particularly in view of the insufficient profitability in the operating business, it would have been extremely desirable for him to remain at the company with his proven expertise.”
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Mr. Otto Reger, Mannheim
Regarding Item 3 of the Agenda: “The actions of the members of the Board of Management are not to be ratified.
Reason: For many years, Daimler AG has continued to produce military versions of its vehicles. They are supplied to countries such as Egypt, Algeria, Indonesia, Iraq, Kuwait, Libya, Pakistan, Saudi Arabia, Syria and Turkey. That contradicts the ethical principles that Daimler AG flamboyantly claims to uphold and is connected with grave consequences for the people in the recipient countries. The vehicles are essential instruments of warfare and of repressive measures. The supply of these vehicles violates political principles such as those represented by the federal government or by the European Union (on paper), namely not to export armaments to countries in which wars and armed conflicts are taking place or likely to occur. Nor may weapons be supplied to countries located in conflict regions.
The military vehicles, which are advertised on a special website (http://www.mb- military-vehicles.com/), differ from civil vehicles due to special equipment such as armor plating, which makes them more expensive. Such expensive and “armed-to- the-teeth” military instruments contradict the needs of many people in development countries for drinking water, health care and environmentally compatible, simple and affordable transport.
The military business can only be of marginal importance for Daimler AG and must be discontinued, not least to support a sentiment for disarmament in the public debate. The actions of a Board of Management that refuses to convert armaments production to civil production cannot be ratified.”
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