Questions and answers about the Annual General Meeting

Questions and answers about the 2024 virtual Annual General Meeting

  • Where and when will the 2024 Annual General Meeting take place?

    This year’s Annual General Meeting of Daimler Truck Holding AG will be held on Wednesday, May 15, 2024 at 10:00 hours (CEST) as a virtual General Meeting only, without the physical presence of the shareholders or their proxies (with the exception of the proxies appointed by the company).

    Documents and additional information on the 2024 Annual General Meeting can be found on the company’s website at:

    https://www.daimlertruck.com/en/agm-2024

    Shareholders who are properly registered and their representatives can connect to the virtual Annual General Meeting by means of electronic communication via the InvestorPortal at

    InvestorPortal

    and can attend the meeting and exercise their shareholders’ rights in this way. Irrespective of registration, the virtual Annual General Meeting will be broadcast live in full length in audio and video for shareholders entered in the share register via the InvestorPortal.

    The end of the Annual General Meeting is difficult to predict since this depends on the progress of the Annual General Meeting and the questions raised.

  • Is it not mandatory to hold an Annual General Meeting in Germany as a physical event?

    On the basis of Section 11 (3) of the Articles of Incorporation of the Company, the Board of Management of Daimler Truck Holding AG has decided to hold the Annual General Meeting on the 2023 financial year as a virtual Annual General Meeting pursuant to Section 118a German Stock Corporation Act without the physical presence of the shareholders or their proxies (with the exception of the proxies appointed by the Company) at the venue of the General Meeting.

  • How can I follow the virtual Annual General Meeting?

    Shareholders registered in the share register and their proxies will be able to follow the entire Annual General Meeting live in audio and video from 10:00 hours (CEST) on Wednesday, May 15, 2024, in the InvestorPortal at

    InvestorPortal

    Shareholders can access the InvestorPortal by entering their shareholder number and their related personal identification number (PIN), both of which are contained in the documents sent to them. Instead of their PIN, shareholders who have registered for electronic delivery of invitations to General Meetings with an access password selected by them must use this access password. The shareholders' proxy representatives use the access data sent to them.

    The opening of the Annual General Meeting as well as the statements by the Chairman of the Supervisory Board and the Chairman of the Board of Management can also be viewed by other interested parties live on our website at

    https://www.daimlertruck.com/en/agm-2024

  • Who is entitled to attend the virtual Annual General Meeting?

    On the basis of the Articles of Incorporation of the Company, the Board of Management has decided to hold the Annual General Meeting 2024 as a virtual Annual General Meeting without the physical presence of the shareholders or their proxies.

    Shareholders who are properly registered and their proxies can connect to the virtual Annual General Meeting by means of electronic communication via the InvestorPortal at

    InvestorPortal

    and attend the meeting and exercise their shareholders’ rights in this way. Irrespective of registration, the virtual Annual General Meeting will be broadcast live in full length in audio and video for shareholders registered in the share register via the InvestorPortal. Only shareholders who are registered as shareholders of the company in the share register and who have registered on time for the Annual General Meeting are entitled to attend the Annual General Meeting (i.e. to connect electronically to the Annual General Meeting) and to exercise voting rights and further shareholders’ rights. The registration must be received by the Company no later than 24:00 hours (CEST) on May 8, 2024.

    The right to attend and vote is based on the shareholding evidenced by entry in the Company’s share register as of the date of the Annual General Meeting, irrespective of the balances in the deposit account. Applications for registration in the Company’s share register received by the Company after the end of the closing date of the registration period through May 15, 2024, will be processed and considered only with effect after the Annual General Meeting on May 15, 2024. The technical record date is therefore the end of the day on May 8, 2024.

  • What are the tasks of the Annual General Meeting and what resolutions are usually passed during the meeting?

    Recurring tasks of the Annual General Meeting include resolutions on the appropriation of distributable profit, ratification of Board of Management and Supervisory Board members actions, appointment of the auditor, resolutions on the approval of the remuneration report prepared and audited in accordance with Section 162 of the German Stock Corporation Act (Aktiengesetz), and the election of shareholder representatives to the Supervisory Board. Some resolutions may relate, for example, to amendments to the Articles of Incorporation or capital measures. Resolutions are generally passed by simple majority, unless mandatory statutory provisions or the Articles of Incorporation specify otherwise.

  • When and where was the convocation of the virtual Annual General Meeting and its agenda announced or sent out to the shareholders?

    The convocation of the virtual Annual General Meeting of Daimler Truck Holding AG for May 15, 2024 and its agenda, was announced and published in the Federal Gazette (Bundesanzeiger) on April 3, 2024 and is available on the Daimler Truck Holding AG website at:

    https://www.daimlertruck.com/en/agm-2024

    The convocation notice of the Annual General Meeting, including its agenda, is sent to all shareholders registered in the share register. The invitation to the Annual General Meeting was sent on April 16, 2024.

  • In which language will the Annual General Meeting be held? Will a translation into English be available?

    The Annual General Meeting will be held in German. Simultaneous translation into English will be available.

  • What are the special features of the virtual Annual General Meeting?

    On the basis of the Articles of Incorporation of the Company, the Board of Management has decided to hold the Annual General Meeting 2024 as a virtual Annual General Meeting without the physical presence of the shareholders or their proxies.

    Detailed information on the procedures and the rights and options for shareholders can be found in the convocation notice of the Annual General Meeting and in the document “Information on Shareholders’ Rights” on our website at:

    https://www.daimlertruck.com/en/agm-2024

    Convocation

    Information on Shareholders’ Rights

  • How can I exercise the right to speak as a shareholder or proxy?

    Shareholders or their proxies who are electronically connected to the meeting will be granted the right to speak at the meeting by means of video communication. Speaking contributions can be registered from 9:30 hours (CEST) on the day of the meeting via the InvestorPortal at

    InvestorPortal

    For this purpose, the InvestorPortal will provide an opportunity for virtual requests to speak. Speaking contributions may include motions and election proposals pursuant to Section 118a (1) sentence 2, no. 3 German Stock Corporation Act and requests for information pursuant to Section 131 (1) German Stock Corporation Act. The chairman of the meeting will explain in more detail the procedure for requests to speak and the granted fllor for speaking at the General Meeting in more detail.

    Detailed information on this can be found in the convocation of the Annual General Meeting and in the document “Information on Shareholders’ Rights” on our website at:

    https://www.daimlertruck.com/en/agm-2024

    Convocation

    Information on Shareholders’ Rights

  • Will the Annual General Meeting be broadcast online?

    The opening speeches by the Chairman of the Annual General Meeting and the Chairman of the Board of Management will be broadcast live on the Daimler Truck Holding AG website at

    https://www.daimlertruck.com/en/agm-2024

    and then made available as a recording. Access to the broadcast of other items of the Annual General Meeting in the InvestorPortal is reserved for the registered shareholders and their proxies.

    Registered shareholders received their access data for the InvestorPortal sent with the invitation documents on April 16, 2024 by post or by e-mail.

    InvestorPortal

  • When will shareholders receive invitations to the Annual General Meeting?

    The sending of the invitation documents, including the information pursuant to Section 125 Subsection 5 of the German Stock Corporation Act in connection with the implementing regulation (EU) 2018/1212 took place on April 16, 2024. The dispatch takes several days depending on the amount to be sent. For new shareholders who are not included in this first batch of invitations and who will be registered with the share register in the meantime, the invitations will be sent later.

  • How or by when can shareholders register for the Annual General Meeting?

    Timely registration for the Annual General Meeting and entry in the share register entitle the holder to exercise their voting rights and other shareholders‘ rights.

    Registration must be received by the company no later than 24:00 hours (CEST) on May 8, 2024.

    Shareholders registered with the share register can register electronically via the password-protected InvestorPortal

    InvestorPortal

    or in text form to Daimler Truck Holding AG at the following address:

    Daimler Truck Holding AG
    c/o Computershare Operations Center
    Aktionärsservice
    80249 Munich

    Email: anmeldestelle@computershare.de

  • How can I exercise my voting rights?

    There are several ways in which you can exercise your voting rights:

    • You can cast your absentee votes.
    • A shareholder or their proxy may authorize the proxies appointed by the company to exercise the voting right in accordance with their instructions.
    • Shareholders may also exercise their voting rights by authorizing other proxies, such as a credit institution, a shareholders’ association, another intermediary or a third party.

    Feel free to use the InvestorPortal for this purpose.

    InvestorPortal

    Detailed information on this (including information on applicable deadlines) can be found in the convocation for the Annual General Meeting and the reply form on our website at

    https://www.daimlertruck.com/en/agm-2024

    Convocation

    Sample reply form

  • What will the dividend be for the 2023 financial year?

    The dividend resolution is passed by the Annual General Meeting. For the 2023 financial year, the Board of Management and the Supervisory Board propose that the Annual General Meeting approves the distribution of a dividend of 1.90 Euro on each share of no par value entitled to the dividend.

  • When will the dividend for the 2023 financial year be paid out? When will the share be traded ex dividend?

    Subject to the approval of the Annual General Meeting on May 15, 2024 on the distribution of the dividend – as proposed – the dividend claim is due on May 21, 2024.

    The dividend will be paid out by the depository banks via Clearstream Banking AG.

    The share will trade ex dividend the business day following the resolution by the Annual General Meeting, i.e. from May 16, 2024.

  • What is the withholding tax applied on the dividend payment by Daimler Truck Holding AG?

    Information is available at FAQ | Daimler Truck (Dividends and taxation).

     

  • Where will the voting results be published?

    The voting results will be announced by the Chairman of the meeting before the end of the Annual General Meeting. The voting results will be published on the Daimler Truck Holding AG website after the Annual General Meeting at:

    https://www.daimlertruck.com/en/agm-2024

  • Where can I find information about (further) shareholder’ rights?

    Information on (further) shareholders’ rights can be found in the convocation of the Annual General Meeting and in the document “Information on Shareholders’ Rights”.

    This includes, but is not limited to:

    • Requests for additions to the agenda
    • Counter-motions and election proposals
    • Submission of written statements
    • The right to speak by means of video communication
    • The right to information
    • The right to object on record

    The documents are available on the Daimler Truck Holding AG website at:

    https://www.daimlertruck.com/en/agm-2024

    Convocation

    Information on Shareholders’ Rights

  • Where can I find the sample reply form (proxy card) to register for the Annual General Meeting and exercise my voting rights?

    In case of not using the InvestorPortal at

    InvestorPortal

    for casting their absentee votes shareholders are requested to use the reply form available at

    https://www.daimlertruck.com/en/agm-2024

    Sample reply form