Annual Meeting 2004 - Counter-Motions and Position of the Management

In the following 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 7, 2004, which the Company has to make accessible to all shareholders, as well as a statement of position of the Management.

 

Counter-Motions
6th Annual Meeting DaimlerChrysler AG
April 7, 2004, Berlin Fair Trade Center (Messe Berlin)

 

Dear Shareholders,

For our Annual Meeting to be held in Berlin on April 7, 2004, some shareholders have submitted counter-motions to Agenda items 2, 3, 4, 6, 7 and 8.

The following counter-motions are listed in chronological order as submitted to DaimlerChrysler.

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Hans-Walter Grünewälder, Brahmsstraße 27, 42289 Wuppertal

Regarding Item 3 of the Agenda

“The actions of the Board of Management are not to be ratified.

Reason:

At one of the first annual meetings after the departure of his predecessor, Mr. Reuter, Mr. Schrempp admitted that he was responsible for the purchase of Fokker and thus also for the resulting billion-deutschmark loss. Now that a billion-euro loss has arisen from the merger with Chrysler and the acquisition of a stake in Mitsubishi, from the shareholders’ perspective Mr. Schrempp is the most costly Board of Management Chairman that the Company has ever had. The latest loss-making act of Mr. Schrempp is his well-known interview with the “Financial Times”, which according to a report in the “Spiegel” has already cost 300 million dollars to settle a class action taken by former Chrysler shareholders, who concluded from this interview that a “merger of equals” had never been planned. Furthermore, the legal expenses of the action brought by Mr. Kerkorian, the outcome of which is still uncertain and which could lead to an additional billion-euro loss, are likely to be higher than Mr. Schrempp’s fixed salary.

It is hard to imagine where the price of Daimler’s shares would be today if the so-called global positioning had not taken place. Whereas DaimlerChrysler’s shares are worth about the same as at the end of 1994, BMW’s shares have roughly doubled in price over the same period. The “Schrempp effect” has thus led to a severe disadvantage for the Company and the DaimlerChrysler shareholders.”

Regarding Item 4 of the Agenda

“The actions of the Supervisory Board are not to be ratified.

Reason

As already stated in my counter-motion above, Mr. Schrempp’s activities have cost the Group billions in recent years. According to press reports, Mr. Schrempp’s contract is to be extended.

Instead of extending his contract, the proper duty of the Supervisory Board would be not only to dismiss Mr. Schrempp, but also to sue him for damages arising from his interview in the “Financial Times”. If Mr. Schrempp had been relieved of his duties earlier, as previously demanded by other shareholders, at least the losses arising from this interview would not have been incurred. For this reason, the Supervisory Board is already to blame and it can only be regarded as unacceptable if Mr. Schrempp’s contract is really to be extended.

In addition, the behavior of the Supervisory Board also has an impact in the sphere of society and politics. One often hears complaints that large sections of the population are envious of high board of management compensation. It is debatable whether this really is envy or just anger at the powerlessness of shareholders when a board of management member is unequal to his task and remains in office nevertheless. It is a fact, however, that there has never been such a discussion in connection with Mr. Hartmann of Eon, Mr. von Pierer of Siemens, or Mr. Dormann of Hoechst – now Aventis, who have managed their companies excellently, but particularly in connection with Mr. Schrempp, who has received extremely high compensation and failed as a board of management chairman.

With my letter of January 2, 2001 to the Chairman of the Supervisory Board, Mr. Hilmar Kopper, I already pointed out to the Supervisory Board the grave errors committed by Mr. Schrempp – from the perspective of a shareholder – by enclosing a copy of a letter addressed to Mr. Schrempp himself with this criticism, and received no reply, neither from Mr. Schrempp nor from the Supervisory Board. Instead, his contract was extended, earlier than necessary and contrary to all reason.”

Regarding Item 8 of the Agenda

“Article 13, Paragraph 1 of the Articles of Incorporation is to remain unchanged.

Reason:

A few days ago, the Federal Supreme Court prohibited supervisory board members from receiving stock options from companies which they are meant to supervise. Phantom shares are merely an attempt to avoid this prohibition, and it is highly likely that they will therefore also be prohibited by the Federal Supreme Court.”

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Paul Russmann, Forststr. 160 c, 70193 Stuttgart

Regarding Item 3 and 4 of the Agenda

“The actions of the Board of Management and the Supervisory Board are not to be ratified.

Reason:

Numerous shareholders grant proxy voting rights to DaimlerChrysler Critical Shareholders, Arndtstr. 31, 70197 Stuttgart, phone: 0711/608396, e-mail: orl@gaia.de, www.kritischeaktionaere.de, because the Board of Management and Supervisory Board ignore their demands to abandon the production and export of armaments. Although DaimlerChrysler has disposed of the armaments parts of MTU, at EADS, in which Daimler holds a stake, the share of armaments is to be increased from 25% to 30% during the coming years. In other words: In the future, even more Daimler/EADS weapons will be exported all over the world: Through the export of weapons, “conflicts are exacerbated in an irresponsible manner” (statement in Stuttgart by Christian churches in 1988 on the subject of armaments exports).

The Daimler/EADS weapons include the mine-laying systems offered by EADS Lenkflugkoerpersysteme GmbH (EADS-LFK) such as the export-only Autonomous Freeflight Dispenser System (AFDS). With this, according to LFK a low-cost system, sub-munitions such as the MIFF and MUSPA mines and the MUSA bomblet can be projected. MIFF and MUSPA are classified by other countries as antipersonnel mines, causing Italy to destroy its stocks of these mines, for example. In addition, EADS-LFK also supplies so-called laying systems such as the DWS 39 or Taurus, which can also be used with mines and sub-munitions directed against persons. (see “Frankfurter Rundschau”, September 25, 2003).

Although the danger of a nuclear war has never been as great as today, according to the Director of the International Atomic Energy Organization (IAEO), Mohmammed el Baradei, and atomic weapons are “fundamentally in breach of international law”, a “crime against humanity”, and “morally despicable”, in 2003 DaimlerChrysler once again ignored the statements of Christian churches and the International Court of Law: Instead of behaving as a responsible global player and promoting the destruction of all atomic weapons, Daimler/EADS is participating in the production of new French missile systems for nuclear warheads (M-51 program). In this way, Daimler/EADS is contributing to the nuclear arms race.

Furthermore, with its shareholding in the French nuclear weapons program, Daimler is in violation of its own “controlling mechanism for the export of embargoed goods, defense technology in particular”.

The key point of this guideline, which was created after the Gulf war in 1991, prohibits Daimler-Chrysler employees from being involved in the production of nuclear, biological or chemical weapons of mass destruction: “Any kind of involvement in nuclear, biological or chemical weapons and their components, as well as the establishment of production facilities for such weapons, is ruled out.”

Summary: Instead of the urgently needed contribution to converting jobs in armaments production to civil manufacturing, in 2003 the Board of Management and the Supervisory Board of DaimlerChrysler AG also ignored the Group’s (proportionate) production of weapons and armaments goods. It thus did not fulfill its moral and ethic responsibility and failed in its duty to supervise the Group’s Board of Management.”

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DSW, Deutsche Schutzvereinigung für Wertpapierbesitz e. V.,

Postfach 35 01 63, 40443 Düsseldorf

Regarding Item 3 of the Agenda:

“The actions of the Board of Management are not to be ratified.

Reason:

The vision of the Board of Management of a global corporation has failed. For several years now, none of the earnings forecasts have been achieved. This fact is reflected by the poor performance of the share price.

The “Toll Collect misery” has caused the company not only real expenses, but also enormous image damage.”

Regarding Item 4 of the Agenda

“The actions of the Supervisory Board are not to be ratified.

Reason:

Despite the continuation of the failure to meet objectives and the failure of his vision of a global corporation, the contract of the Board of Management Chairman has been extended by the Supervisory Board.

In addition, the Supervisory Board intends to pay itself variable compensation related to the share price. This contradicts the latest verdict of the Federal Supreme Court (Ref. No.: II ZR 316/02) and is therefore unlawful. As further justification, we refer to our counter-motion to Item 8 of the Agenda.”

Regarding Item 8 of the Agenda

“For the alteration of Article 13, Paragraph 1 of the Articles of Incorporation of DaimlerChrysler AG, permission to pay an element of compensation related to the share price is rejected.

Reason:

The Federal Supreme Court stated unmistakably in its decision filed under Reference Number II ZR 316/02 that the compensation of the members of a supervisory board may not be dependent on the performance of the company’s shares.

The independence of the supervisory board is impaired if components of compensation are based on the same incentives as for the board of management which it is supposed to monitor. Thus the prohibition stated by the Federal Supreme Court applies not only to the stock-option plans of the members of the Supervisory Board, but also to all components of their compensation which are related to the share price.

The variable compensation for the members of the Supervisory Board proposed for resolution in Item 8 of the Agenda in the form of phantom shares is dependent on the share price, and is thus affected by the verdict of the Federal Supreme Court.”

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Holger Rothbauer, Poststraße 12, 72072 Tübingen

Regarding Item 4 of the Agenda

“The actions of the Supervisory Board are not to be ratified.

Reason:

Since pursuant to applicable Stock Corporation Law it is not possible to propose that only the actions of the members of the Supervisory Board representing the shareholders are not ratified, this motion is proposed for the non-ratification of the actions of the members of the entire Supervisory Board.

The members of the Supervisory Board failed to resolve that the salaries of the individual members of the Board of Management have to be listed separately. From the Annual Report 2003, it can only be seen that the salary payments for the entire Board of Management once again increased enormously compared with 2002. In addition, the personnel question should have been raised concerning the chairmanship of the Board of Management, as Mr. Schrempp could cause the Group damage in the billions in the current Kerkorian case as a result of his interview in the Financial Times on the takeover of Chrysler. Instead of that, his contract has been extended by another three years, and one supposes his salary has also been increased.

Non-ratification is to be decided on in particular because the members have failed, despite the Corporate Governance Code, to propose competent women and younger candidates for membership of the Supervisory Board. All of the candidates are men, all of them are over 60 and mostly members of boards of other companies, which function alone precludes the proper monitoring of the Board of Management by the Supervisory Board.”

Regarding Item 7 of the Agenda

Motion A

“Ms. Marion Struck-Garbe, 56, of Hamburg, social economist and lecturer at the University of Hamburg, Chairwoman of the Pacific Network, specialist for peace and the environment at Greenpeace Germany,

and

Motion B

Prof. Dr. phil. Ulrich Albrecht, 63, of Berlin, engineer and currently Professor of Peace and Conflict Research in the Faculty of Politics and Social Sciences of the Free University of Berlin,

are hereby proposed for election to the Supervisory Board of DaimlerChrysler AG, Stuttgart.

(Declarations of consent for their candidatures have already been received from Ms. Marion Struck-Garbe and Prof. Ulrich Albrecht. Neither of them is a member of any other supervisory board at present.)

Reason:

To this extent, the Management’s proposal for the election of the two candidates in Item 7c, No. 7 (Mr. Manfred Schneider) and No.8 (Mr. Bernhard Walter) will be opposed in the Annual Meeting. As a shareholder representative of the Association of Critical DaimlerChrysler Shareholders (KADC), Arndtstr. 31, 70178 Stuttgart, I am very concerned about the structural and economic development of the Group. In particular, the disasters of the “Kerkorian case” and the “Toll Collect failure”, for which Board of Management Chairman Jürgen Schrempp is responsible, are just two conspicuous events from last year which have greatly damaged the Group’s image and continue to point to an uncertain future with the possibility of horrific claims for damages.

And holding on with no explanation to the largest stake in the armaments company, EADS, does not exactly contribute to a positive image.

It was only after massive and clear pressure from the KADC in combination with Greenpeace that the Group at least decided to gradually introduce soot-particulate filters in some diesel vehicles. This is far too half-hearted and is also evidence of the loss of technological leadership in this area.

Instead of accepting the new technical challenges of our time in the field of transport technology and the environment, and thus occupying the markets of the future, the Group’s management has entered into an incalculable adventure and is also holding on to image-damaging armaments production with EADS. Reorientation is essential, particularly in these areas.

Prof. Dr. Ulrich Albrecht is the most renowned conversion expert in Germany. With a doctorate in engineering from the University of Stuttgart, a political scientist and economist, he is the expert required to expand the expertise of the Supervisory Board. Due to his longstanding experience, for several years he was a member of the United Nations University in New York and thus also of many international specialist committees occupied with economic restructuring measures, Prof. Albrecht is particularly well qualified as a Supervisory Board member to monitor the continuing restructuring processes at the Group. Especially for skilled support for the Group’s exit from armaments production and from EADS, Prof. Albrecht would be an excellent addition to the expertise of the Supervisory Board, and unlike many other Supervisory Board members and the candidates proposed by the Management, he is not active in numerous other companies, but could concentrate fully on this function at DaimlerChrysler.

Ms. Marion Struck-Garbe is 56 years old, a social economist and a lecturer at the University of Hamburg, Chairwoman of the Pacific Network and currently active as a specialist for peace and the environment at Greenpeace Germany. She is a highly competent expert particularly in the area of environment technology and could provide what has hitherto been an exclusively male and elderly Supervisory Board with interesting stimulus, particularly in the area of the Group’s environmental orientation, and more competently monitor the work of the Board of Management in this respect. With the election of such a competent woman to the Supervisory Board, the Group would then fulfill the requirements of the Corporate Governance Code.”

***

Maria Postel, Roßbergstraße 11, 73734 Esslingen

Regarding Item 3 of the Agenda

“The actions of the Board of Management are not to be ratified

Reason:

For four years now, the Association of Critical DaimlerChrysler Shareholders (KADC) (www.kritischeaktionaere.de/Konzernkritik/konzernkritik.html) has been demanding that soot-particulate filters (SPF) are fitted as standard equipment in all diesel cars. At the last Annual Meeting, the Board of Management repeatedly rejected the introduction of this innovative technology as standard equipment, although it has been proven beyond doubt that diesel soot above a certain concentration can cause cancer. The irresponsible blockade by the company’s management over several years has led to increasing public pressure. Numerous activities, for example by Greenpeace in front of the DaimlerChrysler headquarters in Möhringen and at the last Annual Meeting in Berlin, have led to broad support for the introduction of SPF, and have made clear to the public how the Group is refusing to cooperate on this issue. In July 2003, Greenpeace Germany called for charges to be brought against DaimlerChrysler. The attitude of DaimlerChrysler AG is still met with incomprehension by the public at large. Meanwhile, the first cases have become known in which customers have decided against buying diesel cars from DaimlerChrysler because they do not provide sufficient protection. In addition, massive loss in value is to be expected for diesel cars without such filters. The consequence is that DaimlerChrysler is losing important customers for the fourth year in succession in the increasingly important market for cars with diesel engines. For a long time now, the Group has been losing technological leadership, particularly to the French PSA (with its Peugeot and Citroen brands). PSA successfully developed a soot-filter system for diesel cars and put it into series production four years ago. Peugeot alone has sold far more than 500,000 diesel cars with soot filters. DaimlerChrysler, however, offers just four models with SPF – in all cases as an extra costing at least €580. With technology leader PSA it is different: All of its Peugeot and Citroën diesel cars are now delivered with soot filters as standard equipment. The Peugeot 307 HDi FAP 135 is at present the cleanest diesel car on the market.

DaimlerChrysler, however, is still playing for time and selling its customers yesterday’s technology. Jürgen Hubbert persistently refuses to fit particulate filters to every car. Quotation: “Wherever we can fulfill Euro 4 Diesel without a particulate filter, we do so.” As if it were only a matter of fulfilling the existing norms! At the same time, within the German Association of the Automotive Industry (VDA), the Group is putting massive pressure on the Federal Government in an attempt to prevent the introduction of a 2.5 mg/km limit on particulate emissions from diesel engines, which sixteen state environment ministers and the Federal Ministry of the Environment agreed on in November 2003. Instead of this, the limit should be fixed at 8.5 mg/km – more than three times as high. This policy is in no way compatible with a responsible corporate policy on health and the environment. Jürgen Hubbert in particular in his responsibility for the Mercedes Car Group has shown a lack of competence and awareness on environment issues, and has allowed the Group to fall years behind the competition. It is therefore essential that he is replaced immediately.

This year the management will point out that the combination of the EU-4 emission norm and diesel particulate filter has been on offer since October 2003, as supposedly the “first automotive brand in the world”. However, there is no mention of the fact that the filters have only been offered on a few models, that customers have to pay at least €580 for them, and that DaimlerChrysler’s blockade strategy still aims to avoid the standard (!) introduction of this technology for all (!) diesel cars. In addition, the Group is constantly attempting to create the impression that filter systems without additives are better and more effective – once again the “Toll Collect solution” is being pursued (over-engineered, more complicated, later, more expensive). But other manufacturers have made enormous progress with the introduction of soot-particulate filters as standard equipment, and are sensibly working in parallel on further reduction goals. A preventative strategy – as has been practiced by DaimlerChrysler for years – is rejected as irresponsible by competitors from France, Italy and Japan.

I demand of DaimlerChrysler the immediate introduction as standard equipment of soot-particulate filters at no extra cost in all cars with diesel engines, accompanied by significant efforts to retro-fit all used diesel cars with an effective filter technology. Mr. Dauensteiner of the Association of Critical DaimlerChrysler Shareholders will represent this motion at the Annual Meeting and will propose it for voting. Please address all inquiries to him (alexander@dauensteiner.de).”

Regarding Item 4 of the Agenda:

“The actions of the members of the Supervisory Board of DaimlerChrysler AG are not to be ratified.

Reason:

The monitoring of the Board of Management of DaimlerChrysler AG concerning the issue of environmental protection and the Toll Collect disaster either did not take place or was completely insufficient. I name just a few as examples from a large number of dissatisfactory events that occurred in 2003:

The reduction in fuel consumption for all of the Group’s vehicles that is required for international climate protection is meanwhile actually making great steps backward: On the basis of the figures published by the German Association of the Automobile Industry (VDA), the cars produced by DaimlerChrysler AG for model year 2004 consume more fuel than the cars of model year 2003: 0.03 liters per 100 km or 0.3% more. Already last year, the Group only achieved a poor reduction in fuel consumption of 0.06 liters per 100 km. If the consumption figures of the Maybach cars are also included, there is an average consumption of more than 9 liters per 100 km, equivalent to an increase of 1.3%. The Group therefore has not kept its promises in terms of reducing fuel consumption. The fact that some of the competitors have been significantly more successful is shown by the example of other German automobile manufacturers, who achieved a reduction in fuel consumption of 4.5% within one year.

Already in the year 1996, the Association of Critical DaimlerChrysler Shareholders (www.kritischeaktionaere.de/Konzernkritik/konzernkritik.html) pointed out that according to the experts, fuel-cell drive (which is a very promising technology) is only likely to go into series production in the mobile sector as a vehicle drive system after the year 2010, and therefore other concepts are necessary to reduce fleet consumption. The KADC spokesperson, Alexander Dauensteiner, referred in his speech of May 22, 1996 to highly efficient hybrid drive (as in the so-called Hypercar) as an alternative to the fuel cell. At that time the Group merely called the concept “arithmetically viable”. Far too late, it was recognized that this highly efficient technology can make an important contribution to reducing fuel consumption. Jürgen E. Schrempp himself referred to hybrid drive at the 2003 Annual Meeting as being limited to cars, where it represents the “technically optimal solution”. In the Annual Report 2003, hybrid technology is now referred to as a bridge to fuel-cell technology and the entire vehicle range is included, from cars to vans to trucks to buses. The far-reaching strategic error of pursuing fuel-cell technology as virtually the only option for future drive technology should have been recognized by the Supervisory Board at an early stage.

Before the 1998 Annual meeting, the KADC published evidence that Daimler-Benz AG had abandoned a concept for a car that would consume only about two liters of fuel per 100 km. Meanwhile Volkswagen is showing the way and is developing a prototype requiring only about one liter, DaimlerChrysler will apparently maintain its stubbornness and will still not pursue innovative and challenging consumption targets. There have been no activities by the Supervisory Board even to compensate for the loss of innovation leadership with environmentally friendly developments.

At the DaimlerChrysler Annual Meeting in 2003, the Association of Critical DaimlerChrysler Shareholders complained that the Mercedes-Benz M-Class only fulfilled the EURO 2 norm. But there was also advertising claiming fulfillment of the EURO 3 norm, although it was only the marginal borderline case for light trucks, which is significantly higher than for cars. Last year, DaimlerChrysler had to renege, however: In its advertising for an M-Class model, the Group now refrains from showing a misleading emissions table with too-low emission values. In this matter, the Supervisory Board did not completely fulfill its monitoring duties and thus damaged the Group’s public image.

The Supervisory Board bears co-responsibility for the failure of Toll Collect GmbH. Not only the fact that it consented to the financing of Toll Collect GmbH, but no action at all is to be recognized in the Group’s interests in the Toll Collect disaster. As well as the immense financial loss for DaimlerChrysler AG (amounting to €200 million last year), the incompetent procedure regarding the operator consortium has led to a massive loss of image, upon which it is not yet possible to put a figure. In technical terms, Toll Collect has so far failed completely anyway. Yet recently, at the Annual Press Conference on February 19, Jürgen E. Schrempp described the satellite-based toll system as “the best system in the world at present”. A more amateurish communication strategy is hard to imagine – the future of the toll system is still completely unclear.”

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Andreas Berger, Industrial engineer, Parkweg 1a, 15374 Müncheberg, Germany

Regarding Item 7 of the Agenda:

Motion C

“I hereby announce that I would like to be elected to the Supervisory Board of DaimlerChrysler AG as a representative of the shareholders, and request inclusion of my name in the list of candidates.

Additional details:

Occupation: Managing director of IGT Innovative Gebäudetechnik GmbH, 15374 Müncheberg, Germany

Other board positions: No membership of any other Supervisory Board:“

***

Wimmar Breuer, Mozartstrasse 13, 51427 Bergisch Gladbach

Regarding Item 3 of the Agenda:

“The actions of the Board of Management are not to be ratified.

Reason:

Although studies prove conclusively that thousands of people die of cancer every year in the European Union as a result of diesel-soot particulate, the Board of Management still ignores this fact and delays the important market introduction of soot-particulate filters for all vehicles at no extra cost.

DaimlerChrysler and the automotive industry are not only obstructing the introduction of effective filter technology for new vehicles, but it are also undermining all progress in the field of retrofitting by means of targeted lobbying at the German Federal and the European Union levels. Similarly, the companies that belong to the German Automotive Industry Confederation want to sell a large proportion of their diesel cars without soot-particulate filters. By placing massive pressure on the Federal Government, they are attempting to prevent the imposition of a strict health-protecting pollutant limit for diesel vehicles of 2.5 mg per km, which was agreed upon by the state environment ministers and the Federal Environment Ministry in November 2003. Instead, a higher limit or none at all is to be prescribed. A higher limit would mean that soot-particulate filters would only exist for cars with extremely powerful diesel engines, but not in the compact class and middle class. A level of 1 mg per km is technically feasible also as a retrofit. This has been de-mon-strated realistically for the last two years by a Mercedes retrofitted by TÜV on behalf of Greenpeace. It is therefore no problem at all to meet a limit of 2.5 mg per km.

These efforts to achieve a higher limit are also blocking the existing German soot-filter technology and its global export opportunities. In addition, a massive loss in value is to be expected for our cars without soot-particulate filters. Through this attitude of refusal and the public pressure from environmental and consumer associations and automobile clubs, we are losing important car customers to the competition, because the public has no comprehension for this environmentally hostile attitude which causes not only thousands of deaths from cancer, but also asthma, allergies and circulatory complaints.

I therefore demand the introduction as standard equipment of soot-particulate filters in all diesel cars without any extra costs. There is no plausible reason not to do so. ”

***

Otto-Bernd Beckmann-Vagedes, Grüner Weg 4, 46395 Bocholt

Regarding Item 3 of the Agenda:

“The actions of the Board of Management are not to be ratified.

Reason:

This Board of Management under the leadership of Board of Management Chairman, Mr. Schrempp, is responsible for the disaster of the merger with Chrysler, the shareholding in Mitsubishi and the involvement in Toll Collect, with losses in the billions for the company, not to speak of the image damage to come. The Board of Management should be held accountable for the damage that has arisen, like any “entrepreneur” is accountable for his company, instead these employees of the company receive horrendous Board of Management compensation and waste the money of the company’s proprietors – the shareholders, and jeopardize the jobs of the workforce.”

Regarding Item 4 of the Agenda:

“The actions of the members of the Supervisory Board are not to be ratified.

Reason:

Instead of prohibiting the loss-making activities of the Board of Management and especially its Chairman, Mr. Schrempp, the Supervisory Board passively observes the bustle of the Board of Management and has approved an early extension to the contract of the main culprit, Mr. Schrempp, instead of chasing him out of office with chastisement and shame.”

Regarding Item 6 of the Agenda:

Motion D

“ Treasury shares are not to be acquired, unless points f and g are deleted/not approved.”

Regarding Item 7 of the Agenda:

“The proposals for election to the Supervisory Board are to be rejected.

Reason:

Firstly, these gentlemen have by no means represented the interests of the shareholders in the past.

Secondly, no member of the Supervisory Board should have passed the age of seventy at the time of his election. No member of the Supervisory Board should hold more than two other Supervisory Board positions or comparable positions. Supervisory Board members with four or twelve or also five or eight or seven other such similar positions are unable to fulfill their duties as members of the Supervisory Board of DaimlerChrysler AG and representatives of the shareholders’ interests. One can assume that they are primarily interested in receiving the compensation. The motion under Item 8 would support this view. The lack of supervision then leads to disastrous management, as we have experienced from the Board of Management. And, a banker as Chairman of the Supervisory Board is a mistaken appointment, a banker knows nothing of the problems of a manufacturing company.

The composition of the Supervisory Board resembles a list of members of a pensioners club. With all respect for the achievements of at least some of the gentlemen proposed for election, we need younger members of the Supervisory Board who are still professionally active and not pensioners.

If no suitable younger gentlemen can be found at short notice, the proposed gentlemen should be elected for just one year or should retire voluntarily at the next Annual Meeting and make way for younger qualified gentlemen or ladies. ”

Regarding Item 8 of the Agenda

“No.

Reason:

The proposed alteration is unlawful in spirit and contradicts the latest judgement of the Federal Supreme Court. In addition, due to the aforementioned facts the Supervisory Board does not deserve an increase in compensation. The motion strengthens the suspicion, however, that the members belong to the Supervisory Board above all due to the lucrative compensation, but not in the interests of their formal clients, the shareholders.”

***

Gerd Schulze, Jagdweg 13, 01445 Radebeul

Regarding Item 7 of the Agenda

Motion E

“I have held shares in DaimlerChrysler for many years. The company is not being managed in the interests of its owners and is in urgent need of reform! In order to monitor the Group’s management, I therefore propose myself as a candidate for election to the Supervisory Board at the next Annual Meeting to be held in Berlin on April 7, 2004. I was born on December 25, 1950 and work in the Dresden-Neustadt Municipal Hospital as Chief Plant Engineer. I do not hold any other supervisory board positions.”

***

Dr. med. Christoph Klotz, Im Bilskamp 2e , 48167 Münster/Westfalen

Regarding Item 7 of the Agenda

Motion F

“ I propose myself as a candidate for election to the Supervisory Board representing the shareholders.

Personal details:
physician and pharmacist
proprietor of publishing house VPMI
chief executive of ÖVO mbH, (a company for public relatios and sales for the support of charitable organizations),

51 years old, shareholder in DaimlerChrysler AG, no other supervisory board positions held.

Due to a trip abroad, I cannot personally attend the Annual Meeting. If my candidature is successful, I accept the position.

Reason:

The Supervisory Board is meant to monitor the company for the benefit of company and its shareholders. It is supposed to be independent and without any obligations towards any particular interests. The Supervisory Board candidates proposed by the Management are on average 65 years old. Candidates Owens, Walter and Wössner already hold many other supervisory board positions. Not without reason, the German Stock Corporation Law stipulates that a member of a supervisory board may not have more than ten points in the assessment of his supervisory board positions, in order to ensure that he or she can work properly and to avoid potential conflicts of interest.”

***

Bernd Becker, Taunusstrasse 32, 61239 Ober-Mörlen

Regarding Item 7 of the Agenda

Motion G

“ Election proposal to the Supervisory Board No. 8 – Mr. Bernhard Walter – is to be deleted! Instead of this person, I propose that the following representative of the shareholders is elected for the period of office until 2008:

Mr. Bernd Becker, retired bank branch manager, since 1989 lay judge and arbitrator, bearer of the Letter of Honor of the State of Hesse, no membership of any other supervisory board at present.

Reason:

Mr. Walter is at present a member of nine (9!) Supervisory Boards. This makes conflicts of interest inevitable, and it is also very difficult to carry out all nine memberships with 100% performance and conscientiousness.

Mr. Becker also comes from Hessen and is also from the banking sector; but unlike Mr. Walter, Mr. Becker is not burnt out, is not subject to any conflicts of interest, and has the right experience. By the way, a small shareholder should also get a chance! ”

Regarding Item 8 of the Agenda

Motion H

“I propose resolving as follows:

a) 1. The paragraph, “In addition, the members of the Supervisory Board are to receive.......an attendance fee of €1,100 per meeting” is deleted without any replacement!

Reason:

The proposed fixed and variable compensation is absolutely sufficient! With the current economic situation, the Supervisory Board should also send out a “saving signal!”

***

Hans-Jürgen Simbal, Karl-Finkelnburgstr. 19, 53173 Bonn

Regarding Item 3 of the Agenda:

“The actions of the Board of Management are not to be ratified.

Reason:

“The Annual Report clearly describes the failed “global player” expansion policy. All of the persons involved have only negative results to show for this. There is no sign that the breakeven has been achieved.

From the perspective of growth, the Board of Management only wants to catch up with the productivity and efficiency of its competitors. But with their income, they already make comparisons with the world’s best. The question arises as to whether performance-related income should only be applied to the “productive workforce”. The Board of Management should also observe the rules of effectiveness and not only keep an eye on economic efficiency.

On corporate governance at DaimlerChrysler:

The lack of disclosure and the arguments placed in the media by the Board of Management regarding individual compensation (for each member of the Board of Management) are incomprehensible. Whoever expects to be trusted must also create trust. With the recognition of performance, provided that this is proven, there is less envy in our society than is often assumed. Stock options and benefits should only be paid when business developments are positive and share prices are rising, in order to avoid creating the impression that the Board of Management is just helping itself. The present form is to be rejected!

D&O insurance

A deductible should be clearly specified for the members of the Board of Management and the Supervisory Board, e.g. X% of total income in all described cases. The present form is to be rejected.”

Regarding Item 4 of the Agenda:

“The actions of the Supervisory Board are not to be ratified.

Reason:

This is included in the point above.”

Regarding Item 7 of the Agenda:

“The election is to be rejected.

Reason:

When up to twelve memberships are held, 100% performance as required by the company and the shareholders is not possible.”

Regarding Item 8 of the Agenda:

“The change in compensation is to be rejected.

Reason:

This is included in the points above.”

***

Dietrich-E. Kutz, Gymnasiumstr. 10, 88400 Biberach

Regarding Item 3 and 4 of the Agenda:

“The actions of the Board of Management and of the Supervisory Board are not to be ratified”

Regarding Item 6 of the Agenda:

Motion I

“ The proposed resolution authorizing the acquisition of treasury shares to serve the 2000 stock-option plan is to be rejected due to the failure of this stock-option plan and due to the fact that goals have not been achieved.”

Regarding Item 7 of the Agenda:

“Election to the Supervisory Board, the proposed candidates are not to be elected due to their lack of the right background.The candidates for membership of the Supervisory Board are to be elected individually, so that the intentions of each candidate can be dealt with in detail and they can be better assessed, and so that that candidates from the group of independent shareholders might be placed.”

Regarding Item 8 of the Agenda:

“The proposed resolution on changing the compensation is to be rejected due to uninhibited excess.”

Reasons for the Items 3, 4, 6, 7 and 8:

“The shareholder value that has been achieved is insufficient and therefore cannot be ratified. The Board of Management and the Supervisory Board have once again not fulfilled the prospects and visions. The discrepancy between potential and performance has not been resolved. Aims and reality are still very far apart. There is no justification for the extra payment of $300 million to the Chrysler shareholders. Where is the compensation for the Daimler shareholders?

What is the level of the damages for the failure of the truck toll (Toll Collect company)? The banal statement that is repeated every year, we cannot be satisfied, does not demonstrate the required ability to master the tasks ahead. Who are the personified question marks in the Management? Perhaps it is time for a change of personnel, in order to get back on a successful course. The stock-option plans do not make any sense and are morally questionable due to their proven lack of success and effectiveness, see the current share price, and due to the aspect of the beneficiaries helping themselves. They have not achieved their goal and should not be allowed to perpetuate themselves. Too many shares have already been granted to the Management in the context of the stock-option plan, the shares have already been diluted and the protection and intention of the shareholders have not been considered for long enough. For these reasons, the stock-option plan is not to be continued. This fact has been recognized by the Board of Management and was published in July 2003 (M. Gentz, CFO), with instructions to work on the issue by autumn and to present proposed solutions.

Why did this not happen and why is this not an item on the agenda of this shareholders’ meeting? The proposed candidates for the Supervisory Board are objected because they have no appropriate track record and there is a lack of confidence (Mr. Hilmar Kopper). Their benefits for the company are not described or justified. It is therefore not sacrosanct that they remain/enter the Supervisory Board. There is also a lack of a representative of the free float and there are no qualified alternative candidates to those proposed. It is proposed that additional non-transparent and incomprehensible components are added to the Supervisory Board compensation, which is already morally questionable and not in keeping with the times. These demands have no credibility with the company’s poor situation and the miserable share price. Where are the ethical criteria for management compensation? The sheer egoism that is in evidence here should not be allowed to go any further. My urgent appeal to all shareholders is to recognize the long-term effects of this egotism and these intentions, and to put an end to this overbearing self-interest and complacency. Please vote for the counter-motions.”

***

Hans-Jürgen Schmidt, Primelweg 7, 12357 Berlin

Regarding Item 7 of the Agenda:

Motion J

“ Persons may only be elected to the Supervisory Board who are not yet 65 years of age on the day of the Annual Shareholders’ Meeting.”

Reason:

“Many industrial companies are of the opinion that employees above 50 years of age are no longer productive and should therefore only work part time. It is unacceptable that persons aged 68 to 75 are elected to the Supervisory Board.”

***

Jonas Pendzialek, Stiftungsstraße 7, 30880 Laatzen

Regarding Item 2 of the Agenda:

“The proposal to distribute a dividend of €1.50 per share is rejected.

Reason:

The distribution of profits merely represents an accumulation and centralization of capital, and is only to the benefit of the large shareholders. Small shareholders who are employed in normal work only seem to increase their wealth.

In addition, there is a conflict of interest between the Board of Management and the Supervisory Board, as their members also hold shares.”

Regarding Items 3 and 4 of the Agenda:

“The actions of the Board of Management and Supervisory Board are not to be ratified.

Reason:

As Germany’s largest corporation, DaimlerChrysler has a great responsibility both nationally and internationally. It did not fulfill this responsibility last year. For example:

• DaimlerChrysler is guilty of exploiting employees. A profit of €1.5 billion shows clearly that value added is produced and thus that the employees at the Group are exploited.
• DaimlerChrysler is guilty of alienating its own employees. Work is no longer for people’s self-realization, but serves only for self-preservation.
• DaimlerChrysler is guilty of destroying the world. Due to the fact that DaimlerChrysler does not use certain environment-friendly innovations (e.g. soot-particulate filters) or does not do enough research in this area (alternative drive systems).
• DaimlerChrysler is guilty of the murder and physical suffering of innocent people. Instead of completely discontinuing its participation in armaments production, these activities are actually being expanded.
• DaimlerChrysler has failed to introduce the truck toll with the assistance of its subsidiary, Toll Collect. Due to the fact that a technically feasible system was not implemented, immense economic and political damage has been done, which every traffic participant will feel. The refusal to pay reasonable compensation, despite the balance-sheet profit, is evidence of the Group’s criminal behavior.
• These points prove that the Board of Management has made itself punishable, apparently not in legal terms, but at least in moral terms. Anyone with common sense and/or a heart will refuse to ratify its actions. The points stated also prove that the Supervisory Board has not exercised its monitoring function. Anyone with common sense and/or a heart will refuse to ratify its actions. ”

Regarding Item 7 of the Agenda:

Motion K

I, Jonas Pendzialek,19, high-school student, with no other supervisory-board positions, hereby declare my candidacy for the Supervisory Board.

Reason:

The Supervisory Board has the task of monitoring the Board of Management. However, as the supervisory boards and boards of management of all large corporations are appointed from a small circle of executives, genuine monitoring is not possible. The current Mannesmann case in Düsseldorf demonstrates this fact very impressively. Future Supervisory Board members should therefore not hold any positions in other boards of management or supervisory boards.

As I am neither a member of a board of management nor of a supervisory board, I fulfill this condition. I feel more than capable of exercising the duty of monitoring that is imposed by the Annual Meeting, unlike the other candidates. A disaster such as the “Toll-Collect” affair might have been prevented if I had been a member at the time.”

***

Michael Grünheit, Pfarrlandstraße 19, 14165 Berlin

Regarding Item 7 of the Agenda:

Motion L

Reason:

“I hereby propose that Mr. Michael Grünheit (born on May 22, 1967), of Pfarrlandstraße 19, 14165 Berlin, be elected as a member of the Supervisory Board of DaimlerChrysler AG. Mr. Michael Grünheit is shareholder and managing director of the group of companies known as TREUHAND, Grünheit Treuhand Wirtschaftsberatungsgesellschaft mbh, and is the chief executive of LBC Lohnsteuer-Beratungs-Centrum e. V. (an income-tax advisory center). He holds no other supervisory board positions.”

***

SDK Schutzgemeinschaft der Kleinaktionäre e.V., Karlsplatz 3, 80335 München

Regarding Item 3 of the Agenda:

“The actions of the Board of Management are not to be ratified.

Reason:

The project of a global corporation must be regarded as a failure also in its sixth year. Around €40 billion of capital has been eliminated and the outlook for the individual divisions is not so positive, for which the Board of Management under Jürgen Schrempp is responsible. After a glimmer of hope in 2002, last year Chrysler once again proved to be dead capital and a likely graveyard for billions of euros. But the biggest worry is that Mercedes’ reputation for quality is beginning to suffer, as a consequence of cost pressure due to the burden of cross-subsidization within the Group. And Mitsubishi is threatening to replace Chrysler as the shareholders’ nightmare. The pleasing turnaround of the Commercial Vehicles division cannot compensate for these developments. In addition, with the Toll Collect fiasco, the Board of Management has managed to make DaimlerChrysler AG the laughing stock of Germany, Europe and the world. It remains to be seen whether this damage can be limited. Share-price developments still lag behind the competitors and also behind the hypothetical share-price development of Daimler-Benz AG.”

Regarding Item 4 of the Agenda:

“The actions of the Supervisory Board are not to be ratified

Reason:

The Supervisory Board has passively observed the weak performance of the Board of Management, and destroyed the hopes of the shareholders by announcing the contract extension for the hapless Jürgen Schrempp as well as forming the rest of the Board of Management to reflect the power interests of its Chairman. In addition, for last year it has once again issued stock options to the top management at unmerited reference prices without any consideration of the company’s situation, thus wasting the shareholders assets.

Regarding Item 8 of the Agenda:

“The proposed new regulation of the Supervisory Board’s compensation is to be rejected.

Reason:

The introduction of variable components of compensation for the Supervisory Board will lead to an identity of material interests of the Board of Management and the Supervisory Board, thus undermining the division of duties into the management of the company and its more long-term supervision, which the German Stock Corporation Law intends and which is highly sensible. It is therefore to be rejected.”

***

Prof. Peter Salvers, Im Walde 11, 14532 Kleinmachnow

Regarding Item 3 of the Agenda:

“ 1. I hereby propose that the actions of the Board of Management should not be ratified.

Reason:

Despite this multitude of errors, according to an investigation by the German Protective Association for Securities Owners, the Board of Management has the chutzpah to pay itself higher salaries than those of all the board members of the other DAX companies. In addition, according to Der Spiegel the members of the Board of Management gave themselves a rise of 130%. This is incompatible with the principles of performance-related compensation.

Furthermore, this is evidence of a “self-service” mentality which is intolerable at a time when (nearly) all sections of society – from manual workers to civil servants to pensioners or social-security recipients – are required to accept unavoidable reductions in living standards. The candidate for the office of Federal President, Horst Köhler, stated in an interview with Die Zeit of March 18, 2004 (p. 9): “Some leading persons (in industry) have lost touch with reality.” Former Federal Chancellor Helmut Schmidt agreed with this statement in the same interview. I can only add my own agreement.

The fact that Mr. Schrempp was voted worst manager of the year by a business journal shows that my assessment of his performance is shared by many experts.”

2. I also propose that the actions of the Chairman of the Board of Management, Mr. Schrempp, should not be ratified for the year 2003. Reasons as under

Point 1.”

Regarding Item 4 of the Agenda:

“I hereby propose that the actions of the Supervisory Board should not be ratified for the year 2003.

Reason:

The Supervisory Board has not fulfilled its duties sufficiently to counteract the aforementioned mistaken developments.

The Supervisory Board approved the excessively high salaries of the Board of Management, and therefore did not fulfill its duty to take proper care of the shareholders’ capital.

The Supervisory Board extended Mr. Schrempp’s contract until the year 2008 despite the aforementioned failures.”

***

Sascha Jaskulla, Klosterkamp 31, 21337 Lüneburg

Regarding Item 3 of the Agenda:

“The actions of the Board of Management are not to be ratified.

First reason:

The Chairman of the Board of Management promised his customers in 2001 (Chairman’s Letter) to supply them with the best available innovations, safety and quality. It is questionable whether DaimlerChrysler still supplies the best quality. For example: the E-Class with electronic problems, the V-Class with corrosion problems, and the ADAC’s annual deficiency report with the Group’s products very high in this negative ranking. Instead of giving priority to quality, the Board of Management is giving increasing priority to cutting costs and is thus damaging the DaimlerChrysler brand.

Second reason:

For years now, the Mercedes-Benz and smart brands have had to offset the losses of Chrysler and Mitsubishi, thus leading to reduced earnings.

Third reason:

I also regard the sale of MTU as a mistaken decision by the Board of Management for two reasons:

1. MTU successfully contributed to the Group’s profits in recent years, thus helping to offset the losses from other business units.

2. Innovation and expertise are lost through the sale of MTU, e.g. fuel-cell developments which will later have to be purchased at a high price.

Fourth reason:

The Board of Management is guilty of a major error of judgement in the Toll Collect project. Yet it was clear to anyone with a little technical knowledge that the project could not be realized in such a short time. The Board of Management is to be held responsible for this, because it has damaged DaimlerChrysler’s image. Furthermore, additional costs are likely to arise, which will be at the expense of the shareholders.”

Regarding Item 4 of the Agenda:

“The actions of the Supervisory Board are not to be ratified.

Reason:

The Supervisory Board has concurred without reservations with all of the proposals of the Board of Management, and has not critically questioned its decisions.”

***

6th Annual Meeting DaimlerChrysler AG
April 7, 2004, Berlin Fair Trade Center (Messe Berlin)

The Board of Management and the Supervisory Board maintain the motions as laid down in the Agenda and state their position on the main points contained in the counter-motions as follows:

The first quarter of the year 2003 marked the low point of a three-year downward trend of the stock markets. DaimlerChrysler’s shares were only partially able to avoid this development. Overall, the DCX shares climbed 26% to €37.00 in 2003. The Dow Jones Stoxx Auto Europe gained 23% in the same period, while the Dow Jones Euro Stoxx 50 gained 16% and the DAX rose by 37%. We are convinced that the current share price reflects neither the performance nor the potential of our company. With its global presence, strong brands, complete product range and constant further development of technology and user-friendly innovations, DaimlerChrysler occupies an outstanding position in the automotive industry.

The Supervisory Board ensures that the compensation of the members of the Board of Management is appropriate for their areas of activity and responsibility, for the performance of each individual member and of the entire Board of Management, and in comparison with international competitors. The pronounced dependence on performance of the Board of Management’s compensation becomes clear when one considers the development of the short-term and mid-term components of the compensation, which fell by more than 25% in 2003 compared with the prior year.

The authorization to acquire our own shares is to be renewed so that, if required, the company can make flexible use of the possibilities explained on page 9 of the Agenda.

The motions on Item 8 of the Agenda cannot be proposed at the Annual Meeting, because DaimlerChrysler removed this item in connection with its publication in the electronic Federal Gazette of March 25, 2004. The Board of Management and the Supervisory Board decided on this course of action due to a verdict by the Federal Supreme Court published on March 15, 2004, indicating that the court may deem the connection between the Supervisory Board’s variable compensation and the company’s share price as fundamentally unlawful. The introduction of variable compensation as intended by DaimlerChrysler complies with existing previous applicable verdicts and conforms with the express recommendation of the Government Commission on Corporate Governance as well as with the comments on the German Corporate Governance Code. Furthermore, DaimlerChrysler AG believes that the verdict does not apply to the version originally proposed to the Annual Meeting. The legal uncertainty that has arisen should be resolved as quickly as possible.

The proposal to reelect the existing shareholder representatives to the Supervisory Board is intended to ensure the continuity that is also important for the monitoring of the company. The international composition of the Supervisory Board reflects the company’s strategic orientation. In addition, the proposal to introduce three different appointment periods complies with a suggestion of the German Corporate Governance Code.

The quality of our Mercedes-Benz vehicles and our customers’ resulting satisfaction are extremely important to us. We therefore take any quality problems that might arise very seriously. We have taken comprehensive measures to secure the high quality level, and to improve it even further.

For a long time now, DaimlerChrysler has been working successfully on the reduction of vehicle emissions. All Mercedes-Benz gasoline engines already fulfill the Euro-4 norm for the year 2005. With our modern diesel cars, we achieve not only a significant reduction in soot particulate, but in all relevant emissions. Two examples of this are the reduction in the total levels of nitrogen oxide and hydrocarbons since 1995 by about 70%, and in soot particulate by more than 90%. With its four-cylinder diesel engines in the C-Class and E-Class cars and its six-cylinder diesel engines in the E-Class and S-Class, Mercedes-Benz is the world’s first automobile manufacturer to offer diesel particulate filters which also fulfill the Euro-4 norm.

Mercedes-Benz and smart have already achieved the goal that was set for 2005 of reducing the fuel consumption of their cars in Germany by 25% compared with the year 1990. In the year 2004, we expect a further reduction in the carbon-dioxide emissions of our passenger cars in the European market.

DaimlerChrysler regrets the delay that has occurred with the development and operation of a satellite-based toll system for trucks above twelve tons. The main reason for this delay is that this pioneering system of satellite-based toll collection has proven to be considerably more complex than was first expected. In the interests of all companies involved, and in the interests of Germany as a location for advanced technology, the partners in the consortium, Deutsche Telekom AG, DaimlerChrysler Services AG and Cofiroute S.A., intend to lead the toll project to a successful conclusion. DaimlerChrysler Services AG has a 45% interest in the Toll Collect consortium.

The management of Mitsubishi Motors is currently working on a new medium-term plan which encompasses all of the company’s operative areas and its financial structure. This new business plan will be the basis for decisions on further procedure.

Questions on the subject of defense technology and landmines have been answered completely and in detail in previous annual meetings.

The Board of Management and the Supervisory Board reserve the right to make more detailed statements on the individual counter motions at the Annual Meeting on April 7, 2004.

Stuttgart-Möhringen, March 2004

DaimlerChrysler AG

The Board of Management