Questions and answers about the Annual General Meeting

Questions and answers about the 2022 virtual Annual General Meeting

This year’s Annual General Meeting of Daimler Truck Holding AG will be held 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 2022 Annual General Meeting can be found on the company’s website at:

www.daimlertruck.com/agm-2022/

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.

The convocation of the virtual Annual General Meeting of Daimler Truck Holding AG for June 22, 2022 and its agenda, was announced and published in the Federal Gazette (Bundesanzeiger) on May 6, 2022 and is available on the Daimler Truck Holding AG website at:

www.daimlertruck.com/agm-2022/

The convocation notice of the Annual General Meeting, including its agenda, was communicated to all shareholders registered in the share register. The invitation to the Annual General Meeting has been sent at the end of May.

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

With the consent of the Supervisory Board, the Board of Management decided to hold the 2022 Annual General Meeting as a virtual General Meeting without the physical presence of shareholders. This led to modifications to the procedures of the General Meeting and to the rights and options for shareholders.

Detailed information on this can be found in the convocation notice of the General Meeting and in the document “Information on shareholder rights” on our website at:

www.daimlertruck.com/agm-2022/

Convocation incl. Agenda

Information on shareholder rights

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

www.daimlertruck.com/agm-2022/

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

At the end of May, the registered shareholders have received their login details for the InvestorPortal by post or email together with the invitation documents.

InvestorPortal

The invitation documents, including the information pursuant to Section 125 Subsection 5 of the German Stock Corporation Act (Aktiengesetz) in connection with the implementing regulation (EU) 2018/1212, have been sent at the end of May 2022.

Timely registration for the General Meeting and entry in the share register entitle the shareholder to exercise their voting rights and other shareholder rights.

Registration must be received by the company no later than 24:00 hours CEST on June 15, 2022.

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

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, Germany

Email: anmeldestelle@computershare.de

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 InvestorPortalfor this purpose.

Detailed information on this can be found in the convocation notice for the General Meeting and the reply form on our website at

www.daimlertruck.com/agm-2022/

Convocation incl. Agenda (Page 50 VI. 5-9)

Sample reply form (proxy card) Annual General Meeting 2022

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

www.daimlertruck.com/agm-2022/

Information on (other) shareholders’ rights can be found in the convocation notice of the General Meeting and in the document, “Information on shareholder rights”.

This includes, but is not limited to:

  • Requests for additions to the agenda
  • Countermotions and election proposals The right to ask questions by means of electronic communication
  • Submission of video messages and written statements
  • The right to object on record

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

www.daimlertruck.com/agm-2022/

Convocation incl. Agenda

Sample reply form (proxy card) Annual General Meeting 2022

A reply form (proxy card) with the agenda items to be voted on will be sent in the mailing along with the invitation to the 2022 Annual General Meeting. The company also provides a sample reply form for download on the website at:

Sample reply form (proxy card) Annual General Meeting 2022

The Daimler commercial vehicle business was spun off from Daimler AG (now named Mercedes-Benz Group AG) in 2021. As described in the Spin-off and Hive-Down Agreement available at Daimler-IR-EGM-2021-Spin-Off and Hive-Down Agreement, p. 10 et seqq. and in the Spin-Off and Hive-Down Report available at Daimler-IR-EGM-2021-Spin-Off and Hive-Down Report on p. 125 et seqq., the shares were allocated in a ratio of 2 : 1, i.e. each Daimler shareholder received one additional share in Daimler Truck Holding AG for every two shares held in Daimler AG (now Mercedes-Benz Group AG). At the Extraordinary General Meeting on October 1, 2021, approximately 99.9% of the represented capital approved this agreement. The spin-off became effective upon entry in the commercial register on December 9, 2021. The stock exchange listing of Daimler Truck Holding AG took place on December 10, 2021.

A halving of the share portfolio has not taken place. You will now find your shareholding in Daimler AG, now named Mercedes-Benz Group AG, under this new name in your deposit account. With the spin-off of the Daimler commercial vehicle business from the former Daimler AG (now named Mercedes-Benz Group AG), each Daimler shareholder was allocated one additional share in Daimler Truck Holding AG for every two shares held in Daimler AG (now Mercedes-Benz Group AG). For further details, please refer to the Spin-off and Hive-down Agreement available at Daimler-IR-EGM-2021-Spin-Off and Hive-Down Agreement and the Spin-Off and Hive-Down Report available at Daimler-IR-EGM-2021-Spin-Off and Hive-Down Report.

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