Annual Meeting 2007
Counter-motions
 
As follows, you will find counter-motions from shareholders who oppose the proposals made by the Board of Management and the Supervisory Board on the Agenda of the Annual Meeting on April 4, 2007, which the Company has to make accessible to all its shareholders.
Counter-Motions
9th Annual Meeting
of DaimlerChrysler AG
April 4, 2007, Berlin Trade Fair Center (Messe Berlin)

Dear Shareholders,
For our Annual Meeting to be held in Berlin on April 4, 2007, some shareholders have submitted counter-motions to Agenda Items 3, 4 and 7.
The following counter-motions are listed in the order they were received by DaimlerChrysler.
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Mr. Jürgen Grässlin, Freiburg, Germany
Regarding Item 3 of the Agenda:
“The actions of the members of the Board of Management are not to be ratified.
Reason:
The Critical Shareholders’ rejection of the Chrysler takeover has been proven right.
Former Board of Management Chairman Jürgen E. Schrempp’s vision of ‘Global Corporation DaimlerChrysler’ was doomed to failure right from the start. For this reason, we, the Critical Shareholders (KADC, Arndtstraße 31, 70197 Stuttgart, Germany; phone +49 711 608396; www.kritischeaktionaere.de and www.juergengraesslin.com) voted against the merger with Chrysler Corporation at the Annual Meeting on September 18, 1998 – the only (!) shareholders’ association to do so. Already at that time, we insistently warned against the merger and insistently pointed out the following dangers in both verbal and written form:
* ‘More than seventy percent of mergers do not achieve their goals. A large number of mergers have failed.’
* ‘The top management is the real winner of the merger. Risk-free stock options promote the self-enrichment of Schrempp, Eaton & Co. With the merger, the salaries of the Daimler Board of Management members were adjusted upwards. The difference in earnings in the new firm between top management and employees in production became much larger. While the Board of Management preached that employees should tighten their belts, they themselves were on the gravy train.’
* ‘100,000 jobs were at stake.’
* ‘The merger slowed the anyway insufficient efforts to make the Daimler-Benz product range more ecological. Instead of implementing a technically feasible reduction of fuel consumption by half, the range of cars was expanded by dinosaur vehicles of yesteryear.’
* ‘Even after the merger with Chrysler, through its equity holdings Daimler remained the biggest German producer of weapons of war / armaments.’
(Excerpts from the leaflet distributed at the Extraordinary Shareholders’ Meeting entitled ‘Information on the Merger of Daimler-Benz and Chrysler’).
Billions pulverized for Mitsubishi and Chrysler
What we warned against has all come true. If the Board of Management had taken the warnings of the Critical Shareholders seriously at that time, the Group – and thus the shareholders – would have avoided billions in losses due to the mistaken corporate strategy. Several billion euros, pulverized to finance so-called ‘restructuring and turnaround programs’ at Mitsubishi and Chrysler, could have been invested sensibly at Mercedes-Benz to create jobs and improve quality.
Billions wasted through the delayed examination of all options
The members of the Board of Management failed to make the urgent decision to sell the Chrysler division in good time with as much profit as possible for the shareholders and as socially acceptably as possible for the employees. In the years 2001 and 2003 alone, Chrysler posted losses totaling 5.8 billion euros, which were missing at the Mercedes Car Group to improve quality, to develop more environmentally friendly vehicles, and thus to safeguard jobs. Already at that time, what we DaimlerChrysler Critical Shareholders had warned against at an earlier date became clear. The Board of Management should have taken the opportunity to sell the Chrysler division when it temporarily got into the black in 2004 and 2005 with profits of 1.4 and 1.5 billion euros respectively. Instead of that, Dr. Dieter Zetsche reacted far too late and waited for Chrysler’s latest loss of more than one billion euros in the year 2006. Not until the beginning of 2007, and therefore far too late, the Chairman of the Board of Management announced that he intended to ‘examine all options’.
Even if it is possible to sell Chrysler in the near future, the price will be far below the value of recent years, and tens of thousands of employees have already been dismissed. Overall, the procedure of the DaimlerChrysler Board of Management is evidence of a completely mistaken assessment of the risks and success prospects of the ‘global corporation’ and of their own lack of ability to step on the emergency brake in good time.
The Critical Shareholders demand the implementation of a series of actions.
Today, our firm is in the self-induced strategy trap, out of which only sustainable and future-oriented decisions will lead. These include measures to be taken in the short and medium term, the implementation of which must be socially acceptable for the employees: In addition to the immediate exit from Chrysler, this means terminating, with no replacement, the Maybach production, making the entire vehicle range ecological, and concentrating on the core automobile business with an exit from armaments production of warplanes, nuclear weapons carriers and cluster munitions, as well as inhuman weapons transfers. Only this realignment of business policy will secure added value and maintain or add to the number of jobs, and thus also the continued existence of the Daimler Group.
Regarding Item 4 of the Agenda:
“The actions of the members of the Supervisory Board are not to be ratified.
Reason:
Zetsche is responsible for the Chrysler disaster.
Dr. Dieter Zetsche succeeded in direct competition against his competitor Eckhard Cordes, the Supervisory Board elected him as successor to Board of Management Chairman Jürgen E. Schrempp. The decisive point in his favor was his apparent success with the turnaround of the ailing Chrysler division, with which Schrempp had attempted to justify his vision of the ‘global corporation’.
The mass dismissals and plant closures on the American continent instigated by Zetsche and approved by the Supervisory Board were unable to end the dramatic sales slump and self-destructive discount battles. The entire Chrysler disaster is also clear in the field of accounting: Since the turn of the millennium, which is when Zetsche took office as Chrysler CEO, total profits of only 4.0 billion euros have been made. On the other hand, losses in the years 2001, 2003 and 2006 add up to 6.9 billion euros. In the coming years, additional losses of billions are a threat, the Chrysler disaster is turning into a bottomless pit.
Dieter Zetsche is to be made mainly responsible for the US disaster. As Chrysler CEO, he was primarily co-responsible for planning the product range of the US division from 2000 until 2005. While Toyota conquered the US market with its hybrid vehicles Prius and Lexus, Chrysler under Zetsche continued to produce its pickups and minivans.
Zetsche’s turnaround policy failed dismally, his right to be Chairman of the Board of Management of DaimlerChrysler AG has therefore lapsed. His rigid approach to rationalizing jobs into oblivion and closing production plants is no reason for his ongoing employment as Daimler CEO, his annual salary of more than 5 million euros is completely unjustified. On the contrary, his lack of competence in making the fleet of vehicles more ecological, creating jobs and concentrating on the core business with the necessary exit from armaments production and exports by subsidiaries mean that the worst is to be feared for the future.
The Supervisory Board under Kopper fails to take the necessary measures
The Supervisory Board under the leadership of Hilmar Kopper has failed to take the necessary measures and to dismiss Dr. Zetsche, who is primarily co-responsible for the Chrysler disaster. From a shareholder’s perspective, the never-ending chain of strategic wrong decisions by the Board of Management and the complete failure of the Supervisory Board – which officially has to monitor the Board of Management – is no longer acceptable.
The continuation of the longstanding Chrysler disaster would consume additional billions of euros. For this reason, the Critical Shareholders of DaimlerChrysler (KADC, Arndtstraße 31, 70197 Stuttgart, Germany; phone +49 711 608 396; www.kritischeaktionaere.de and www.juergengraesslin.com) demand an immediate end with a shock rather than a shock without end. If the necessary measures are not taken, following Reuter’s ‘Integrated Technology Group’ and Schrempp’s ‘Global Corporation’, we will probably have Zetsche’s ‘Toyota subsidiary’ – the acquisition of the remains of the Daimler Group by the Japanese auto giant, or by another carmaker, or by a raider group, with dramatic consequences for the employees.”
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Mr. Paul Russmann, Stuttgart, Germany
Regarding Item 3 of the Agenda:
“The actions of the members of the Board of Management are not to be ratified.
Reason:
When it’s a matter of the future of our Group, the Board of Management under Dr. Zetsche steps on the brakes. The Board of Management steps on the brakes with the development of new fuel-saving, environmentally friendly models of the Mercedes and Chrysler brands. The Board of Management jumps on the brakes at the EU level in connection with limiting exhaust gases. Plans for a car using two liters of fuel per hundred kilometers remain on the shelf. With soot-particulate filters and hybrid drive, the Board of Management was at a standstill for far too long and allowed the Group to be easily overtaken by the competitors in a global market.
Continued involvement in armaments production by EADS
On the other hand, the Board of Management is still at the steering wheel of EADS. Despite repeated demands by the Critical Shareholders of DaimlerChrysler, the Board of Management also failed in 2006 to completely get rid of the shares in the European armaments giant European Aeronautic Defence and Space Firm (EADS N.V.), or to initiate the essential changeover to purely civil production (armaments conversion).
At the same time, via EADS, Daimler is involved not only in the production of bomber aircraft and carrier systems for nuclear weapons, but via equity holdings also in the production of cluster munitions and launchers for cluster munitions.
Daimler Group involved in the production of the MLRS and GLMRS launchers of cluster munitions
It was possible to document this involvement at the international armaments fair Eurosatory in Paris. On the stand of MBDA, in which EADS holds a 37.5 percent equity interest, the Multiple Launch Rocket System (MLRS) – a launcher of cluster munitions – was presented together with such cluster munitions. At present, the MLRS rocket launcher is being optimized. The new so-called Guided MLRS System will have increased range and is supposed to be more accurate and use more efficient ammunition. In addition, the future mass production of MLRS missiles has been announced. Such a system can distribute approximately 8,000 bomblets over an area of up to one square kilometer.
MLRS cluster munitions used in the war in Lebanon
MLRS or GLMRS guided missiles are being produced within a cooperation program between Lockheed Martin, Diehl and Daimler/EADS/MBDA. MLRS missiles were used in 2006 for example in the war in Lebanon and large expanses of land there are now contaminated with cluster bomblets. Cluster munitions are similar to mines in their effect. In the view of the Alliance for Action landmine.de, the use of cluster munitions is an infringement of the Geneva Convention, because the Convention prohibits random attacks, e.g. on civilians.
Daimler/EADS also profits from the business with cluster munitions via the 19-percent equity interest in Diehl BGT Defence and the 50-percent equity interest in TDA. Diehl Bodensee-Gerätetechnik produces the RM 70 rocket launcher including cluster munitions rockets for the Slovakian armed forces. TDA prohibits various rockets with cluster munitions, including such rockets for the Tiger battle helicopter.
In its annual reports, the Daimler associated firm EADS praises its ‘social responsibility’ (Corporate Social Responsibility, CSR) and claims: ‘Our products and services for defense purposes enhance the security of many nations.’ In fact, 98 percent of the victims of the cluster munitions are civilians. The bomblet munitions of the MLRS rockets can have a failure rate of up to 40 percent.
Attempt to prevent prohibition of cluster munitions in Belgium
In February 2006, Belgium became the first country to ban cluster munitions. The new legislation in Belgium affects the firm Forges Zeebrugge, which produces cluster munitions rockets (70mm type FZ101) for the German Tiger battle helicopter. Forges had attempted to prevent the law from coming into force. Forges is a 100-percent subsidiary of TDA, which in turn is a 50-percent subsidiary of EADS Germany. As DaimlerChrysler is the biggest EADS shareholder (15.0 percent of the shares in the future), the Board of Management of DaimlerChrysler is co-responsible for the production and use of cluster munitions.
Voting rights transferred
The Board of Management’s course of action as a climate killer and weapons dealer destroys the image of our Group, promotes the climate disaster and contributes towards innocent people being killed. For this reason, more and more shareholders are transferring their voting rights to the DaimlerChrysler Critical Shareholders (KADC, Arndtstr. 31, 70197 Stuttgart, Germany; phone +49 711 608396; e-mail orl-russmann@gaia.de), and they demand of the Board of Management:
Step on the accelerator now, when it is a matter of the future of our Group, our customers, our children and our climate. Jump on the brakes when it is a matter of banishing gas-guzzling dinosaurs from our roads. Get out of armaments production now. As the main EADS shareholder, stop any involvement in the research, development and production of cluster munitions and their launch systems.”
Regarding Item 4 of the Agenda:
“The actions of the members of the Supervisory Board are not to be ratified.
Reason:
The shareholder representatives on the Supervisory Board, in particular Chairman of the Supervisory Board Hilmar Kopper, bear responsibility for the failed vision of the global corporation. They ignored the warnings and the ‘No’ of the Critical Shareholders concerning the merger with Chrysler at the extraordinary shareholders’ meeting in 1998. The Critical Daimler Shareholders were the only shareholders’ association to warn against the following blatant consequences of the merger in their counter-motions and speeches. At that time, we warned against:
• the massive problems arising from the clash of very different corporate cultures,
• the lack of synergy effects between such different brands as premium producer Mercedes and mass producer Chrysler,
• the waste of capacities required to make the vehicle fleet more ecological,
• disproportionately high increases in compensation for management levels combined with massive job reductions and considerable social tension due to rationalization,
• the continuation of armaments production and inhuman weapons exports.
But the management replied with the support of the Board of Management and Supervisory Board as follows:
• In our view, although the meeting of different corporate cultures is connected with risks, it also offers considerable opportunities. Because it is exactly the variety of cultures, standpoints and individual experience that gives rise to new stimulus and ideas.
• The Group’s potential for the research and development of more environment-friendly technologies and products will be further strengthened through the combination with Chrysler.
• There is no danger of jobs being destroyed. DaimlerChrysler will be created through the combination of two healthy companies; it is a merger of strengths, not of rationalization. With the use of synergies along the entire value chain, DaimlerChrysler’s products will become even more competitive. This will improve sales opportunities, so that jobs will tend to be more secure than they were before.
• The Group’s position with regard to defense technology will not change fundamentally as a result of the merger with Chrysler.
Instead of that, we Critical Shareholders emphasize: The history of the failed merger shows: Our ‘No’ to the merger between Daimler-Benz AG and Chrysler Corporation was more than right. The completely mistaken assessment by management and Board of Management (of which Dieter Zetsche was already a member) of the allegedly positive consequences of the merger have cost tens of thousands of jobs and wasted enormous amounts of shareholders’ capital . Another fatal consequence is that the merger of our firm has yielded obvious and – for Mercedes –scarcely recoverable competitive disadvantages in the competition to create ecologically sustainable vehicles for the future.
The fact that the Supervisory Board under Hilmar Kopper made such a blatantly wrong assessment of the consequences of the merger is evidence of extreme incompetence and a lack of farsightedness. The actions of the Supervisory Board can therefore not be ratified.”
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Mr. Holger Rothbauer, Tübingen, Germany
Counter-motion A
Regarding Item 7 of the Agenda:
“Ms. Marion Struck-Garbe, 59, a graduate in sociology and economics and a lecturer at the University of Hamburg, chairwoman of the Pacific Network, spokeswoman for peace and the environment at Greenpeace Germany, a resident of Hamburg, is hereby proposed for election to the Supervisory Board. The Management’s proposal under Item 7 of the Agenda will therefore be opposed in the Annual Meeting (Ms. Marion Struck-Garbe has formally declared her consent to the candidacy).
Reason:
As a shareholder representative of the Association of DaimlerChrysler Critical Shareholders (KADC), Arndtstr. 31, 70178 Stuttgart, I am very concerned about Group’s structural and financial development. In particular the Chrysler disaster, for which Board of Management Chairman Dieter Zetsche is responsible, and the Group’s catastrophic ecological performance are just two outstanding events from last year that have severely damaged the Group’s image and which still point to an unclear future with the possibility of horrific damage and costs.
The non-clarified policy of clinging-on to a large stake in the armaments firm EADS (nuclear weapons carrier systems, cluster bombs etc.) does not contribute to a positive image, whereby the public debate about the Airbus 380 also throws an embarrassing light on the Group.
Only the massive pressure that could not be ignored for several years now from KADC in combination with Greenpeace made the Group decide at least to begin introducing soot-particle filters in some diesel vehicles. Also the failure of the gas-guzzling model policy at Chrysler and failing to wake up to hybrid technology, not to mention the quality problems at Mercedes, are stark evidence of how the Group is lagging behind the international competition.
Instead of facing up to the new climate, transport-technology and ecological challenges of our time, and thus participating in the markets of the future, the management preferred to get involved in an incalculable adventure as well as clinging on to image-damaging armaments production at EADS. Reorientation, particularly in the aforementioned areas, is essential.
For years now, the shareholders have been promised that women will be specially encouraged and increasingly put into management positions at the Group, as is the case at most of the other DAX-listed companies. But as in so many other areas of this Group, words were not followed by actions. There is still NOT A SINGLE woman in the Board of Management or the Supervisory Board.
Ms. Marion Struck-Garbe is 59 years old, a graduate in sociology and economics and a lecturer at the University of Hamburg, chairwoman of the Pacific Network, and at present spokeswoman for peace and the environment at Greenpeace Germany. She is a highly competent expert, particularly in the field of environmental technology, and could give useful impetus to a Supervisory Board that has so far consisted only of elderly men, especially in the area of environmental orientation, and could monitor this kind of work by the Board of Management more competently. With the election to the Supervisory Board of such a competent woman, the Group would at last properly fulfill the requirements of the Corporate Governance Code.”
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Mr. Alexander Dauensteiner, Solingen, Germany
Regarding Item 3 of the Agenda:
“The actions of the members of the Board of Management are not to be ratified.
Reason:
DaimlerChrysler pursues one of the most rigid anti-climate-protection policies in the entire automobile industry. Whereas in glossy brochures and sustainability reports one makes all efforts to project an external image of social and ecological responsibility, concrete actions have once again shown the Group’s real face. And this is that DaimlerChrysler increasingly plays a key role in the active fight against urgently required measures to be taken for the protection of the environment and the climate. Only a few examples of the enormous mistakes made in the year 2006 can be shown in this context:
1. Blockade of the fuel-consumption regulations of the European Commission
Although DaimlerChrysler will not fulfill the commitments it has made to reducing fuel consumption, the Group is pursuing a policy of massive intervention vis-a-vis the EU Commission. In a letter that according to media reports was also signed by CEO Dieter Zetsche, the five largest German automobile producers threaten the EU Commission with ‘grave distortions in the automobile and supply industry’ and accuse the EU Commission of ‘massive industry-policy intervention to the disadvantage of the entire European automobile industry, but in particular the German automobile industry’. The EU Commission is currently planning to impose stricter climate-protection regulations on the automobile industry. Instead of striving to achieve a leading position for the reduction of fuel consumption, in this area Zetsche is also pursuing a downright embarrassing intervention policy directed against climate protection and jobs. ‘Environmental protection is firmly anchored in DaimlerChrysler’s corporate strategy,’ states Annual Report 2006 – obviously only on paper.
2. Blockade of support for soot-particulate filters
After the federal government and the federal states at last agreed at the beginning of November 2006 on an arrangement providing tax support for retrofitted soot-particulate filters (following years of dispute), the Union faction then blocked the decision in the Bundestag. This was apparently partially due to personal intervention by Daimler CEO Zetsche against the originally planned punitive tax of 300 euros for new vehicles without particulate filters. Already in the spring of 2006, Zetsche communicated to the federal government his express opposition to the retrofitting of such filters.
3. Lawsuit against the climate-friendly, Californian emissions legislation
A further example of the unspeakable anti-environmental-protection policy of DaimlerChrysler is the lawsuit against the Californian climate-protection legislation together with other carmakers. California has presented exemplary binding limits for carbon-dioxide emissions from new vehicles. The legislation is to apply to passenger cars and light trucks sold as of 2009. In this way, the Californian government intends to reduce the carbon-dioxide emissions of newly registered cars by 30 percent by the year 2016. This is an urgently required measure in the battle against the climate disaster. In a statement by the Group, reference is made to the fact that competencies have been exceeded. In truth, DaimlerChrysler only wants to prevent advanced fuel-consumption limits because for years now the Group has failed to develop innovative and fuel-efficient cars.
4. Smart only available with an unregulated soot-particulate filter, DC press spokesman makes a disgrace of himself in public
In November of last year, according to a report by the ARD television documentary program Report Mainz, the Group admitted that only a so-called PM filter, i.e. an unregulated soot-particulate filter, is used in the diesel version of the smart car. Unlike regulated filters, these open systems do not achieve the particle limits of emission class Euro 5. At the 2005 Annual Meeting, Jürgen Schrempp announced: ‘The diesel version of the Smart fortwo will be equipped with a soot-particulate filter when it is launched.’ The Group has broken this promise. In a report by Report Mainz, smart press spokesman Hubert Kogel admitted: ‘With an open system, which is dirtier than a closed system.’ Upon further enquiry (Oh yes...?) by Report Mainz, Kogel answered: ‘Well yes. …The closed particulate filter will not come until 2008.’ So instead of at least fulfilling its own announcements, DaimlerChrysler once again offers an image of deception and disguise, and makes a disgrace of itself in public.
In the view of the Critical Shareholders (KADC, Arndtstraße 31, 70197 Stuttgart, Germany; phone +49 711 608 396; www.kritischeaktionaere.de), it would be a positive step if the Group also actually implemented the good intentions announced in the new ‘Integrated Sustainability Report’. But so far, the Daimler Board of Management has lacked the necessary farsightedness and instead has adopted a short-term blockade policy that is damaging the climate. The Group’s Board of Management – above all Dieter Zetsche – has failed all along the line and its actions can therefore not be ratified.”
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Mr. Michael Mench, Regensburg, Germany
Regarding Items 3 and 4 of the Agenda:
“The actions of the members of the Board of Management and the Supervisory Board are not to be ratified.
Reason:
DaimlerChrysler is a large-scale sponsor of events in which animals are injured and die. In the summer of 2006, once again a Chrysler dealer was involved bloody bull fights in Alicante, Spain. Support is also provided to the Spanish hunting association, although it is well known that the protection of species is not taken very seriously in Spain. DaimlerChrysler also sponsors the pitiless Iditarod dog-sled races in Alaska. In these merciless races, sled dogs die every year from the exertions of the race itself, and also from the miserable conditions under which they are kept. DaimlerChrysler also continues to sponsor controversial riding events in Germany.
The sponsoring of brutal rodeo events by Dodge in the United States and Canada has already been denounced in previous years. It has now become known that the Group also sponsors cruel rodeos in Chile. As a result of a long-running scientific expertise on the subject of rodeo, the coercive tools of flank belts and spurs have been banned in Germany, as have bull riding and brutal wild horse races. Electric shock devices, which are used in American rodeo, are anyway prohibited in Germany. The Board of Management has been provided with this expertise, which is also available on the Internet. But while other sponsors are withdrawing from rodeo, the Board of Management obliviously clings on to its sponsoring projects because of their alleged advertising effects and continues to promote activities that are banned in the country of the Group’s headquarters. Rodeo is also regarded critically in the European Union. EU commissar Kyprianou has described recordings of rodeo events as ‘abhorrent’. It is irresponsible towards the shareholders that the Group supports such reputation-damaging events.”
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Ms. Beate Winkler-Pedernera, Stade, Germany
Regarding Item 4 of the Agenda:
“The actions of the members of the Supervisory Board are not to be ratified.
Reason:
As a spokeswoman of the Critical Shareholders (www.kritischeaktionaere.de), I expressly support the current joint statement by the Group’s Management and Employee Council:
• “Demographic change means that we cannot do without the willingness and ability to perform offered by half of the population.
• The profits of companies with more women in top management are higher than those of companies with fewer female management staff.
• With women in leading positions, corporate governance is practiced more consistently and in a more sustained manner.
• Diverse teams lead to better results and decisions than homogeneous teams.
• The increased presence of women ensures more efficiency and productivity.
• Women have a more cautious approach to operating resources and enhance product quality.
• Female staff in research, strategy, development and sales make a crucial contribution to products’ fitness for a heterogeneous market.
• Gender diversity strengthens the public image of a firm and its value with rating agencies and analysts.
• The full bandwidth of all business opportunities can only be used if various perspectives are brought into the firm (DC website, February 2007).
But has the top management not accepted what was so rightly recognized here? Since DaimlerChrysler AG was established in September 1998, not a single woman has been a member of the Board of Management or the Supervisory Board!
The joint statement on equal opportunities by the Employee Council and the Group’s management of 2001 brought progress at levels E2-E4, but not with forewomen or at top management levels. There have been no women in top management positions for four years now, and the Board of Management and the Supervisory Board have lacked the advantages of gender diversity for the past ten years.
Or does one have to assume that women are still being ignored or even excluded in certain areas at DaimlerChrysler? How can one otherwise explain the fact that the Supervisory Board candidate proposed by the Association of DaimlerChrysler Critical Shareholders, Marion Struck-Garbe, has so far been the female candidate. The Supervisory Board must finally ensure that sufficient female candidates are nominated for membership of the Board of Management and the Supervisory Board.
The large number of mistaken decisions by the Board of Management and the complete failure of the Supervisory Board in its monitoring function are also related to the fact that there are no female members of those boards. Other DAX companies remedied this deficit long ago by electing women to such boards, and have thus proven that they not only produce vacuous glossy brochures, but also intend to take serious action. On behalf of the Critical Shareholders, I will continue to demand that the actions of the Supervisory Board are not ratified until there is real utilization of the advantages of mixed teams giving shareholder value creation, a fact that has been demonstrated by various studies.
The time has come for the group of elderly gentlemen around Supervisory Board Chairman Kopper to resign with him and make room for more qualified and more creative women.”
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Mr. Alexander Dauensteiner, Solingen, Germany
Regarding Item 4 of the Agenda:
“The actions of the members of the Supervisory Board are not to be ratified.
Reason:
An analysis commissioned by the DaimlerChrysler Critical Shareholders (www.kritischeaktionaere.de) of the fuel consumption of all cars offered in Germany by DaimlerChrysler AG shows that the Supervisory Board has still apparently not recognized the urgent need to reduce fuel consumption. The analysis covered 419 cars on sale in Germany of the brands Mercedes-Benz, smart, Maybach, Chrysler, Dodge and Jeep. The source of data used was the figures for fuel consumption published by the manufacturers as commissioned by the Association of the German Automotive Industry (VDA) (“Guide to the fuel consumption and CO2 emissions of all new passenger cars offered for sale in Germany”, 2007 edition). The results are disastrous for DaimlerChrysler:
• On average, the 419 models on offer consume 9.7 liters of fuel per100 kilometers (if calculated excluding smart, almost exactly 10 l per 100 km).
• The three Maybach cars consume an average of 16 l/100 km.
• Only about 4 percent of the models comply with the EU’s targeted CO2 emission limit of 130 g/km.
• Mercedes-Benz cars consume more than 9.5 liters on average. This is scarcely below the consumption average for the Chrysler brand of 10 l/100 km.
• With 19.4 l/100 km (463 g/km CO2), the Viper SRT-10 from Dodge is one of the most climate-damaging cars in the world.
• Only the few models from smart returned acceptable consumption figures.
Therefore, it is fair to state:
1. DaimlerChrysler will not comply with the promised self-commitment to reduce fuel consumption and will in no way fulfill the urgent requirements in terms of climate protection and customers’ demands.
2. Dieter Zetsche as CEO of the Mercedes Car Group and former CEO of the Chrysler Group bears full responsibility for the ecological disaster of a range of cars that in many areas is completely mistaken.
3. The Supervisory Board supported his fatal course towards gas-guzzling vehicles also in the 2006 financial year.
4. Although shocking facts about the condition of the global climate are available (which according to the fourth IPCC experts’ report will get even worse), the Group has not initiated the required measures for a massive reduction in fuel consumption.
5. Apart from the consequences of this climate-damaging policy, the enormous financial losses for the Group from such a mistaken product policy were recognized far too late. In this year’s Annual Report, this is openly admitted in the Risk Report on page 69: “Another factor is that in some markets, the United States in particular, higher fuel prices have caused many consumers to prefer smaller, more fuel-efficient vehicles. This tendency could necessitate additional measures to enhance the attractiveness of less fuel-efficient vehicles, especially at the Chrysler Group, which would have adverse effects on our profitability.”
One can already assume that in its statement of position on this motion, the management will refer to its alleged reduction of the fleet consumption of its passenger cars in Germany “by 30% since the year 1990”, and will cast doubts on the figures given here – as they did in prior years. But they are making it too simple: The Group interprets fleet consumption as the average consumption of all vehicles sold in Germany. This places great emphasis on consumer behavior. But in recent years, there has been a pleasing shift in demand towards smaller, more fuel-efficient vehicles due to high fuel prices (also confirmed in the Annual Report on page 55). On the other hand, the analysis of the product mix made here looks at the consumption of all the cars offered by DaimlerChrysler and thus gives an insight into the product portfolio. The Group has always ignored repeated demands in recent years for the disclosure of its own calculations of fleet consumption.
For more than ten years now, in my function as vehicle and environment spokesman of the DaimlerChrysler Critical Shareholders, I have drawn attention to the urgent need for changes in the product mix towards smaller and more fuel-efficient vehicles. In this matter, the Group has always emphasized that it is on the right track. In view of the coming and inevitable debate about radical measures to be taken for climate protection, in the Annual Report the Group now writes: “In the long term, the business model is to be oriented towards an enhanced global presence and a change in the product mix towards smaller and more fuel-efficient vehicles.” A person with average education could have arrived at this conclusion a lot earlier.
The entire Supervisory Board has completely failed in its function of monitoring the Board of Management pursuant to Section 111 of the German Stock Corporation Act, and its actions can therefore not be ratified.”
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Mr. Wilm Diedrich Müller, Neuenburg, Germany
Regarding Item 4 of the Agenda:
“Persons, I have hereby proposed that the actions of the members of the Supervisory Board of the aforementioned firm DaimlerChrysler for the financial year 2006 are not to be ratified ...
Reason:
… and would justify my counter-motion by the fact that the same Supervisory Board failed once again in the 2006 financial year to push forward with such an amendment to the Articles of Incorporation that again implements the claim of the shareholders to the securitization of their shares, so that due to this failure that outrageous grievance continues to exist, in the form that today the shareholders do not have the possibility to travel to Stuttgart once a year to the cash office of the same firm DaimlerChrysler, there to lay their dividend coupons on the counter, to receive their dividends and to say the words “Thank you,” whereby the lack of this thanking naturally has to have the inevitable consequence that none of the shareholders have this regulated and predictable chance to thank the employees of the aforementioned firm DaimlerChrysler for the dividend earned, which naturally in turn has the inevitable consequence that the employees due to the lack of this form of thanks are not at all motivated to work really well, so that is the only explanation of why the employees of the same firm DaimlerChrysler have so far not succeeded in putting cars in large numbers from the assembly lines of the same firm DaimlerChrysler on the roads of this world which per seat offered and per 100 kilometers driven consume less than half a liter of fuel, so that it even has to be said that the same firm DaimlerChrysler in the race to see who manages to build the most environment-friendly cars, is well behind the aforementioned firm Volkswagen and the aforementioned firm Toyota, which is naturally due only to the lack of motivation of the employees due to the lack of thanks from the shareholders, whereby this lack of thanks is naturally caused by the Supervisory Board due to the fact that the same Supervisory Board has purposely robbed the shareholders of this possibility of thanking, so that once again, I emphasize in my summary that not a single employee of the same firm DaimlerChrysler bears any blame for his miserable failure, but that solely the Supervisory Board bears all of the blame, that the same firm DaimlerChrysler prefers to build such catastrophically bad cars and offer them to any customers at all at absolutely exorbitant prices, as in fact is the case today.”
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Ms. Beate Winkler-Pedernera, Stade, Germany
Regarding Item 3 of the Agenda:
“The actions of the members of the Board of Management are not to be ratified.
Reason:
1. Wrong strategies cost more than 100,000 jobs
What did Dr. Zetsche do to deserve to become Chairman of the Board of Management of DaimlerChrysler AG? He turned Chrysler around according to the motto – ‘operation a success, patient dead’. Fortunately for Zetsche, the patient died late, otherwise one year ago no-one would have trusted the head of Chrysler to become Board of Management Chairman of the whole Group. Zetsche’s concept of trying to improve the company primarily through dismissals and plant closures soon proved to be far less promising than a policy of a product range with potential for the future as a result of innovative technology and improved quality.
But the opposite seems to be the case:
● The established members of the Board of Management do not seem able to anticipate promising products, as they prefer large, gas-guzzling vehicles that completely fail to fulfill the ecological needs of today. Instead, the Japanese are allowed to take the largest slice of this ecological cake.
● The gentlemen have left the innovative technology of the diesel-particulate filter to the French manufacturers. Instead, following the legacy of the stubborn Jürgen E. Schrempp, they pursue peripheral technologies that are not yet ready for the market and can therefore not save the Group’s business.
● On the issue of quality developments, you only have to ask Germany’s taxi drivers: How many of them have changed from Mercedes, their former regular brand over many decades, to a more reliable manufacturer due to deficient vehicle quality? They often explain that the cars require lots of repairs – think of the necessity for the so-called quality offensive last year – and the service provided by the official workshops is declining rapidly compared with other car brands.
Mismanagement at the highest level has not led to consequences for the persons who caused it, but to the dismissal of approximately 106,000 employees since 1999. At the same time, the gentlemen on the Board of Management have made themselves rich with additional stock options worth millions and salaries of between 1.6 and 5 million euros each year. Numerous Chrysler executives have baled out with a “golden parachute”, and merger-master Schrempp is enjoying his generous pension.
Following the dramatic wave of dismissals, hundreds of temporary workers had to be hired – at the Sindelfingen plant for example. Is that the new corporate culture – firing regular employees and hiring temporary workers?
2. Consequences of so-called restructuring
Improved vehicle quality cannot be attained with fewer and fewer workers! And the fear of dismissal additionally reduces the quality of work in the medium term. With stress one can achieve short-term improvements, but in the long term it also leads to higher illness rates.
In this context, it is necessary to point out a legally highly questionable and possibly even illegal DaimlerChrysler policy: Company doctors, at least at the Untertürkheim plant, have been required to pass on confidential data on employees’ illnesses and diagnoses without their consent to their superiors. This is prohibited by the German Criminal Code: “...doctors in the Federal Republic of Germany are obliged to treat information about their patients with absolute discretion” (Section 203, Subsection 1). Data acquired in this way can be used by the management to decide on the costs of the illness or the fate of an employee. Also the apparent repression by means of frequent phone calls and open or concealed threats made to sick employees has occurred to a shameful extent. Such humiliating and distrustful methods should not and must not be allowed at DaimlerChrysler!
In the past financial year, there was the annoyance of the new system of wages and salaries, ERA. Work that had previously been accepted as stressful was no longer recognized as such. Many thousands of employees were actually downgraded. The Employee Council has complained about the reclassification of nearly 33,000 employees.
The dismissals have led not only to the miserable atmosphere at work, but also to economic problems for the country. When contributors to the statutory pension insurance system retire early due to pressure from the Group’s management, the difficult financial situation of the pension system is made even worse. Politicians plan to extend working age to 67, but employees making high contributions to the pension system often retire at the age of around 53.
‘Economic, ecological and social goals are very important to us and are therefore firmly anchored in our corporate strategy,’ according to the Daimler website. As long as DaimlerChrysler fails to live up to its own claims, I demand the non-ratification of the actions of the Board of Management.”
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Mr. Norbert Zingraf, Kerpen, Germany
Regarding Item 4 of the Agenda:
“The actions of the members of the Supervisory Board are not to be ratified.
Reason:
This Supervisory Board, above all its Chairman Hilmar Kopper, who has held this position for more than fifteen years now, is to be given part of the responsibility for a series of grave strategy decisions that have damaged the company. These decisions involved the destruction of value, which occurred to the disadvantage of all shareholders and is basically is still going on today.”
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You can support counter-motions by voting “NO” on the respective agenda items.
You may vote for counter-motions, which are identified by a specific letter, by marking the appropriate box on the proxy card/voting instruction form, or on the Internet.
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