Agenda, 9th Annual Meeting, DaimlerChrysler AG

daimler.com

Agenda, 9th Annual Meeting, DaimlerChrysler AG

Agenda

9 th Annual Meeting

U1


Key Figures

DaimlerChrysler Group

Amounts in millions of €

Revenues

Western Europe

thereof: Germany

NAFTA

thereof: United States

Other markets

Employees (at year-end)

Investments in property, plant and equipment

Research and development expenditure

Cash provided by operating activities

Operating profit

Net income

per share (in €)

Total dividend

Dividend per share (in €)

2006

151,589

50,122

22,198

75,347

63,925

26,120

360,385

5,938

5,331

14,016

5,517

3,227

3.16

1,542

1.50

2005 2004

06/05

Change in %

149,776

47,337

20,948

77,611

67,015

24,828

382,724

6,580

5,649

12,353

5,185

2,846

2.80

1,527

1.50

142,059

48,845

22,315

73,266

64,232

19,948

384,723

6,386

5,658

11,060

5,754

2,466

2.43

1,519

1.50

+1

+6

+6

-3

-5

+5

-6

-10

-6

+13

+6

+13

+13

+1

0


Dear Shareholders

Our 9th Annual Meeting will be held on

Wednesday, April 4, 2007, at 10.00 a.m. CEST,

at the Berlin Trade Fair Center (Messe Berlin),

Special Entrance corner of Masurenallee/

Messedamm, 14055 Berlin, Germany.

The invitation and the agenda were published

in the electronic version of the German

Federal Gazette (elektronischer Bundesanzeiger)

on February 27, 2007.

On request, this invitation and the agenda

of the Annual Meeting will be provided to you

in German, without delay and free of charge.

Diese Einladung mit der Tagesordnung

zur Hauptversammlung werden wir Ihnen auf

Verlangen auch in deutscher Sprache

unverzüglich und kostenlos zusenden.

Agenda | 3


Contents

1. Presentation of the Formally Approved 5

Financial Statements, the Approved

Consolidated Financial Statements, and

Management Reports for DaimlerChrysler

AG and the Group for the 2006 Financial

Year and the Report of the Supervisory

Board

2. Resolution on the Allocation of 5

Unappropriated Profit

3. Resolution on Ratification of Board 5

of Management Actions in the 2006

Financial Year

4. Resolution on Ratification 5

of Supervisory Board Actions

in the 2006 Financial Year

5. Resolution on the Appointment 5

of Auditors of the Individual Financial

Statements and Consolidated Financial

Statements for the 2007 Financial Year

6. Resolution on Authorizing the Company 5

to Acquire its Own Shares and on

their Utilization

4

7. Resolution on the Election of 8

a Supervisory Board Member

8. Resolution on Amendment of the 9

Memorandum and Articles of

Incorporation due to the Transparency

Directive Implementation Act

Re Agenda Item 6): Report of the 9

Board of Management

Conditions Governing Attendance 11

at the Annual Meeting and Exercise

of Voting Rights

Details pursuant to Section 128 (2) of 14

the German Stock Corporation Act

Internet-Service, Addresses, 15

Information

Financial Calendar 16


Agenda*

1. Presentation of the Formally Approved

Financial Statements, the Approved Consolidated

Financial Statements, and Management

Reports for DaimlerChrysler AG and the

Group for the 2006 Financial Year and the

Report of the Supervisory Board

The aforementioned documents can be

examined on the Internet at

http://www.daimlerchrysler.com/ir/am2007.

2. Resolution on the Allocation of Unappropriated

Profit

The Board of Management and the Supervisory

Board recommend that the unappropriated

profit of €1,542,245,626.50 be

allocated as follows:

Dividend distribution of €1.50

for each share

entitled to dividends €1,542,245,626.50

Transfer to disclosed reserves –

Profit carried forward –

Unappropriated profit €1,542,245,626.50

The dividend shall be paid out on April 5, 2007.

3. Resolution on Ratification of Board of

Management Actions in the 2006 Financial

Year

The Board of Management and the Supervisory

Board recommend that the actions of the members

of the Board of Management in office in the

2006 financial year be ratified for that period.

* Convenience translation. The German text is legally binding.

4. Resolution on Ratification of Supervisory

Board Actions in the 2006 Financial Year

The Board of Management and the Supervisory

Board recommend that the actions of the members

of the Supervisory Board in office in the

2006 financial year be ratified for that period.

5. Resolution on the Appointment of Auditors

of the Individual Financial Statements and

Consolidated Financial Statements for the

2007 Financial Year

The Supervisory Board recommends that KPMG

Deutsche Treuhand-Gesellschaft Aktiengesellschaft

Wirtschaftsprüfungsgesellschaft,

Frankfurt am Main and Berlin, be appointed

as auditors of the financial statements of

DaimlerChrysler AG and for the consolidated

financial statements of DaimlerChrysler AG

and subsidiaries, and as auditors for the review

of the interim financial statements, for the

2007 financial year.

6. Resolution on Authorizing the Company

to Acquire its Own Shares and on their

Utilization

Since the authorization issued by the last Annual

Meeting allowing the company to acquire

its own shares is due to expire in the course

of the current financial year, the Board of

Management is to be granted a new authorization

to acquire the company’s own shares.

Agenda | 5


The Board of Management and the Supervisory

Board submit the following resolution for

adoption:

a) The company shall be authorized to

acquire shares in the company in order to

- be able to offer company shares to third

parties in the context of mergers with companies

or in the context of the acquisition

of companies or participating interests in

companies or

- offer such shares for subscription to members

of the Board of Management of the company,

members of management of affiliated

companies pursuant to sections 15 et seq.

German Stock Corporation Act (Aktiengesetz)

and other management employees

of the company and its affiliated companies

(hereinafter collectively referred to as

“management”) in the context of the Stock

Option Plan approved at the Annual Meeting

on April 19, 2000 under Agenda Item 8 or

- offer them as employee shares to employees

of the company and its affiliated companies

pursuant to sections 15 et seq. German Stock

Corporation Act (Aktiengesetz) or, if the

employee shares are acquired as part of

securities lending, to use them to fulfill

the obligations arising from this securities

lending or

- cancel such shares.

6

b) The authorization is limited to the acquisition

of shares with an allocable portion of capital

stock of €267,000,000.00, which is nearly

10% of the capital stock of €2,673,225,752.60

as of December 31, 2006. The authorization

may be exercised within the above limitation

wholly or in installments, once or several times

for the pursuit of one or more purposes.

The acquired shares may not, in combination

with other shares owned by or in the possession

of the company or to be attributed to the

company pursuant to sections 71 a et seq.

German Stock Corporation Act (Aktiengesetz),

at any time exceed 10% of the capital stock.

The authorization shall take effect on April 5,

2007 and shall be valid until October 4, 2008.

The authorization for the company to acquire

its own shares resolved by the Annual Meeting

of the Shareholders of DaimlerChrysler AG

on April 12, 2006, shall lapse as from the time

that this new authorization comes into effect.

c) The acquisition shall be accomplished via

the stock exchange or through a public offering

made to all shareholders of the company.

If the acquisition of shares is accomplished

via the stock exchange, the amount paid by

the company per share (excluding transaction

costs) may not exceed the price determined

at the opening of Xetra trading (or at the opening

of a functionally equivalent successor

to the Xetra system) on the Frankfurt Stock

Exchange by more than 5% and may not be

more than 5% lower than that price.


If the acquisition is accomplished through a

public offering to all shareholders of the

company, the offered purchase price or the

prescribed values of the offered purchase

price range per share (excluding transaction

costs) may not exceed the closing price at

the close of Xetra trading (or at the close of a

functionally equivalent successor to the Xetra

system) on the Frankfurt Stock Exchange on the

third trading day prior to the day of publication

of the offering by more than 20% or be

more than 20% lower than that price. The

volume of the offer may be limited. If the entire

subscription of the offer exceeds this volume,

acceptance must be in proportion to the shares

included in each offering. A preferential

acceptance of a lower number of up to 100

company shares offered for purchase per

shareholder of the company can be stipulated.

d) The Board of Management is authorized

to offer company shares acquired as a result of

the aforementioned authorization to third

parties in the context of corporate mergers or

the acquisition of companies or participating

interests in companies.

e) The Board of Management is authorized to

use company shares acquired as a result of

the aforementioned authorization to meet the

stock subscription rights granted to management

in the context of the Stock Option Plan

approved under Agenda Item 8 by the Annual

Meeting of the Shareholders on April 19, 2000.

The decision on the extent to which such

shares are to be transferred to members of

the Board of Management lies with the Supervisory

Board of the company.

The key conditions of the DaimlerChrysler Stock

Option Plan were adopted by the Annual Meeting

of the Shareholders on April 19, 2000. They

can be examined as an integral part of the

notarized minutes of the Annual Meeting of the

Shareholders on April 19, 2000 in the Commercial

Register in Stuttgart. They can also be

examined on the Internet at

http://www.daimlerchrysler.com/ir/am2007.

f) The Board of Management is authorized to

issue company shares acquired as a result of

the aforementioned authorization to employees

of the company and its affiliated companies

pursuant to sections 15 et seq. German Stock

Corporation Act (Aktiengesetz) or, if the

employee shares are acquired as part of securities

lending, to use them to fulfill the obligations

arising from this securities lending.

g) The Board of Management is authorized to

retire and cancel company shares acquired

as a result of the aforementioned authorization

without the cancellation or execution thereof

requiring an additional resolution by the Annual

Meeting of the Shareholders.

Agenda | 7


h) The authorizations described under points

d), e), f) and g) above may be exercised wholly

or in installments, once or several times, individually

or together. The price at which shares

in the company are issued to third parties pursuant

to the authorization in d) may not be more

than 5% lower (excluding transaction costs)

than the price at the opening of Xetra trading

(or at the opening of the functionally equivalent

successor to the Xetra system) on the

Frankfurt Stock Exchange on the date of

the binding agreement with the third party.

i) The right of shareholders to subscribe to the

company’s own shares shall be excluded in

so far as these shares are used as a result of

the aforementioned authorizations in d), e)

and f).

7. Resolution on the Election of a Supervisory

Board Member

The term of office of Supervisory Board member

Hilmar Kopper will expire at the end of this

Annual Meeting, and it is necessary to elect a

new member to the Supervisory Board.

In accordance with sections 96 (1) and 101 (1)

of the German Stock Corporation Act (Aktiengesetz)

and section 7 (1) sentence 1 no. 3 of

the Employee Codetermination Act (MitbestG),

the Supervisory Board is composed of ten

shareholder representatives and ten employee

representatives.

8

In electing shareholder representatives,

the Annual Meeting of the Shareholders is

not bound by any recommendations.

The Supervisory Board proposes that

Prof. Dr. Clemens Börsig, Frankfurt am Main,

Germany, Chairman of the Supervisory Board

of Deutsche Bank AG

be elected to the Supervisory Board as a shareholder

representative with effect from the

close of this annual meeting for the period

ending at the close of the Annual Meeting

of the Shareholders resolving on the ratification

of the actions of the Supervisory Board for the

2011 financial year.

Prof. Dr. Börsig is chairman of the Supervisory

Board of Deutsche Bank AG,

he is further a member of the Supervisory

Board of:

Deutsche Lufthansa AG

Linde AG

Heidelberger Druckmaschinen AG

He also holds offices in comparable domestic

or foreign bodies at:

Foreign & Colonial Eurotrust PLC

In connection with its proposal on the election

of a new Supervisory Board member the

Supervisory Board, in its meeting in February

2007, has declared its intention to elect

Dr. Manfred Bischoff as Chairman of the

Supervisory Board, subsequent to the

Annual Meeting.


8. Resolution on Amendment of the Memorandum

and Articles of Incorporation due to

the Transparency Directive Implementation

Act

The Transparency Directive Implementation Act

(Transparenzrichtlinie-Umsetzungsgesetz,

TUG) became effective in January 2007 and

specifies that the conveyance of information

to shareholders by electronic means has to be

approved by the Annual Meeting. In order to

have the ability to provide this practical and

environmentally sound form of communication

a corresponding amendment of the Memorandum

and Articles of Incorporation is

necessary.

The Board of Management and the Supervisory

Board submit the following resolution for

adoption:

a) The Memorandum and Articles of Incorporation

are to be amended prior to Chapter VI

(Financial Statements and Allocation of Unappropriated

Profit) by adding a new Section

20 with the following wording:

Ҥ 20 Conveyance of Information

Information to shareholders can also be

conveyed by electronic means.”

b) The numbering of the previous §§ 20 - 24

changes by one digit to §§ 21 - 25. The order

remains unchanged.

Re Agenda Item 6):

Report of the Board of Management concerning

the exclusion of stock subscription rights

in the event of the sale of the company’s own

shares pursuant to section 71 (1) sentence 5

in conjunction with section 186 (4) sentence 2

and section 186 (3) sentence 4 of the German

Stock Corporation Act (Aktiengesetz):

The sale of the company’s own shares shall be

permitted in all of the following cases, without

any pre-emptive rights of the shareholders:

Among other things, the authorization under

Agenda Item 6 is intended to give the company

the opportunity to have its own shares available

to use as consideration in the context of

corporate mergers or the acquisition of companies

or participating interests. International

competition and the globalization of the economy

increasingly demand this form of consideration.

The proposed authorization would grant the

company the necessary flexibility to exploit

as they arise opportunities to acquire companies

or participating interests quickly and

flexibly. There are no concrete plans to utilize

this authorization. The Board of Management

will report to the Annual Meeting of the Shareholders

on any utilization of this authorization.

The DaimlerChrysler Stock Option Plan

approved at the Annual Meeting of the Shareholders

on April 19, 2000 can be serviced

with the conditional capital resolved at that

Annual Meeting. The resolution proposed

under Item 6 of this year’s agenda is intended

Agenda | 9


to give the company the opportunity to

also service the Stock Option Plan through

the prior acquisition of its own shares.

The key conditions of the DaimlerChrysler

Stock Option Plan were adopted by the Annual

Meeting of the Shareholders on April 19, 2000.

They can be examined as an integral part of the

notarized minutes of the Annual Meeting

of the Shareholders on April 19, 2000 in the

Commercial Register in Stuttgart.

They can also be examined on the Internet at

http://www.daimlerchrysler.com/ir/am2007.

The decision on how the options are to be

serviced in each case will be made by the relevant

boards of the company. Their decision

will be guided exclusively by the interests of the

shareholders and the company and they will

report on their decision at the subsequent

Annual Meeting after any such decision has

been made.

In addition, the company must be able to

issue employee shares to employees of the

company and its affiliated companies.

In order to facilitate the issuance of employee

shares, the company should be allowed to

obtain the necessary shares by using securities

lending to acquire shares in the company and,

where necessary to use shares in the company

to meet the reimbursement claims of the

lenders.

10

The company should be able to retire and

cancel its own shares without a new resolution

being adopted by the Annual Meeting.

In addition to purchasing shares via the stock

exchange, the company shall also be given the

opportunity to acquire shares in the company

through a public offering (tender procedure).

This alternative provides that any shareholders

of the company willing to sell can decide

how many shares to sell and, if a price range is

set, at what price they are willing to offer them.

If the volume offered is in excess of the quantity

of shares requested by the company,

acceptance of the offers to sell must be allocated

proportionally. It should be possible

to allow preferred acceptance of small offers or

small portions of offers of up to a maximum

of one hundred shares. This possibility serves

to avoid fractional amounts and small residual

quantities in determining the quotas to be

acquired, and thus facilitates technical settlement.


Shareholder registration to the Annual

Meeting

Those shareholders who on the day of the

Annual Meeting of the Shareholders are registered

in the share register as shareholders of

the company and who have provided the company

with a notice of their intention to attend

received by the company no later than March

30, 2007 are entitled to participate in the

Annual Meeting of the Shareholders and to

exercise their voting rights. Shareholders

who are registered in the share register may

notify the company of their intention to

attend in writing to

DaimlerChrysler

Aktionärsservice

Postfach 94 00 01

69940 Mannheim, Germany

by fax

fax no. +49 (0) 69 913 39 100

or electronically via the Internet at

https://register.daimlerchrysler.com

Shareholders’ rights regarding their

participation in the Annual Meeting

On February 22, 2007, there were 1,029,185,176

shares outstanding, each of which is entitled

to one vote. According to the German Stock

Corporation Act (Aktiengesetz), under certain

circumstances, shareholders are entitled to

amend the Agenda. Consistent with the

aforementioned conditions (“Shareholder

registration to the Annual Meeting”), they

also have the right to participate in the Annual

Meeting of the Shareholders, demand information

related to the Agenda items, introduce

motions to the Agenda and the proceeding,

and exercise their voting rights personally or

by a representative.

Exercise of voting rights by authorized

representative

Shareholders who are registered in the share

register may also exercise their voting rights

through a representative, for example, a bank

or a shareholder association. In such cases,

the authorized representatives must be registered

in advance by the shareholder or the

shareholder’s representative. In such instances,

we ask our shareholders to forward the forms

they have received to an authorized representative

of their choice together with their

respective voting instructions. Shareholders

attending the Annual Meeting or being represented

may also authorize other shareholders

or the company’s proxy representatives to

exercise their voting rights.

Agenda | 11


If a bank is entered in the share register, it may

only exercise voting rights attaching to shares

it does not own if it has been authorized to do

so by the beneficial owner of the shares.

Exercise of voting rights by the proxy

representatives

As a service, we continue to offer our shareholders

the opportunity to be represented at

the Annual Meeting of the Shareholders by

employees of the company in accordance with

the instructions received from the shareholder.

The proxy representatives shall exercise the

voting rights of the shareholders in accordance

with the instructions given to them. Even

when granted power of attorney, they are

only authorized to exercise the voting rights if

there is an express instruction relating to the

individual agenda items.

Powers of attorney and pertinent relevant

instructions can be issued in writing, by fax or

electronically via the Internet to the address,

fax no. or Internet address that are applicable

to the registration (see above “Shareholder

registration to the Annual Meeting”).

Issuance of the power of attorney is only possible

up to and including March 30, 2007.

However, voting instructions and amendments

to voting instructions can be issued until

shortly before the start of voting on the day of

the Annual Meeting of the Shareholders, but

in any case at least until12 noon CEST. Further

details are included in the documentation to

be sent out to shareholders.

12

Details on internet communication

Shareholders who wish to order tickets for the

Annual Meeting or authorize a proxy representative

via the Personal Internet Service will

need their access identifiers to do this, i.e. their

shareholder number and the associated individual

access number. These access identifiers

are shown on the back of the invitation letter,

which will be sent to the shareholders by mail.

Registered users of the Personal Internet

Service can use their self-selected user ID and

their self-selected password.

Shareholders who have registered for e-mail

transmission of the Annual Meeting material will

receive a link to the Personal Internet Service

with the invitation e-mail.


Motions and inquiries from shareholders

All motions and inquiries from shareholders

must be directed to the following company

addresses:

In writing or by fax to:

DaimlerChrysler AG

Investor Relations

HPC 0324

70546 Stuttgart, Germany

(Fax no. +49 (0) 711/17-94075)

By e-mail to:

investor.relations@daimlerchrysler.com

Motions from shareholders that are eligible for

publication and are received before midnight

on March 20, 2007 CEST shall be published on

the Internet at

www.daimlerchrysler.com/ir/am2007 without

undue delay.

Any statements from the management shall

be published after this date on the same

Internet page.

Transmission of documents to the

shareholders

The company will send the agenda for the

Annual Meeting of the Shareholders on April

4, 2007, and the information for registration

and the issuance of proxy voting authorizations,

to the shareholders registered in the company’s

share register.

Information on the Annual Meeting on

the Internet

Shareholders who are unable to attend the

Annual Meeting in person can follow the

speeches of the Supervisory Board Chairman

and the Chairman of the Board of Management

on the Internet at

www.daimlerchrysler.com/ir/am2007

where they will also find information on the

Annual Meeting and, subsequently, details

of the votes cast.

The invitation for the Annual Meeting is published

in the electronic version of the Federal

Gazette (elektronischer Bundesanzeiger) on

February 27, 2007.

Stuttgart, February 2007

DaimlerChrysler AG

The Board of Management

Agenda | 13


Details pursuant to Section 128 (2) of the

German Stock Corporation Act

Members of the Board of Management are

also members of supervisory boards of the

following credit institutes:

DaimlerChrysler Bank AG

No member of the DaimlerChrysler Supervisory

Board is employed by any credit institute

or a member of any credit institute’s

board of management.

No credit institute holding equity in Daimler-

Chrysler AG that must be disclosed pursuant

to Section 21 of the German Securities Trading

Act has been disclosed to us.

Deutsche Bank AG has confirmed to us that it

further held voting rights of 4.4% as of

December 31, 2006.

14

The following credit institutes belonged to

a consortium that within the last five years

carried out the company’s last securities

issue:

ABN AMRO Bank N.V.

Banc of America Securities LLC

Banco Bilbao Vizcaya Argentaria

Barclays Bank plc

Bayerische Hypo- und Vereinsbank AG

Bayerische Landesbank

Bear Stearns & Co.

BNP Paribas

CALYON

Citigroup

Commerzbank AG

Deutsche Bank AG

Dresdner Bank AG

DZ Bank Genossenschaftsbank AG

Fortis Banque Luxembourg

HSBC Bank plc

ING Belgium SA/NV

J.P. Morgan Securities Ltd.

Landesbank Baden-Württemberg

Morgan Stanley & Co.

Norddeutsche Landesbank Girozentrale

Landesbank Hessen-Thüringen Girozentrale

Royal Bank of Canada

Royal Bank of Scotland

Scotiabank

Société Générale

Westdeutsche Landesbank Girozentrale


Internet-Service, Addresses, Information

Information on the Internet. Special information

on our shares and earnings developments

can be found in the “Investor Relations” section

of our website. It includes the Group’s annual

and interim reports, the company financial

statements of DaimlerChrysler AG, and reports

to the US Securities and Exchange Commission

(SEC) for all the financial years since

1998. You can also find topical reports, presentations,

an overview of various performance

measures, information on the share price,

and other services.

www.daimlerchrysler.com/investors

Publications for our shareholders:

Annual Report (German, English)

– Form 20-F (English)

– Interim Reports for the 1st, 2nd and 3rd

quarters (German, English)

– Sustainability Reports (Facts and Magazine)

(German, English)

www.daimlerchrysler.com/ir/reports

The financial statements of DaimlerChrysler AG

prepared in accordance with German GAAP

were audited by KPMG Deutsche Treuhand-

Gesellschaft Aktiengesellschaft, Wirtschaftsprüfungsgesellschaft,

and an unqualified opinion

was rendered thereon. These financial statements

are filed with the operator of the electronic

version of the German Federal Gazette

and published in the electronic version of the

German Federal Gazette.

The aforementioned publications can be

requested from:

DaimlerChrysler AG

Investor Relations

HPC 0324

70546 Stuttgart

Germany

The documents can also be ordered

by phone or fax using the following number:

+49 711 17 92287

DaimlerChrysler AG

70546 Stuttgart

Phone +49 711 17 0

Fax +49 711 17 22244

www.daimlerchrysler.com

DaimlerChrysler Corporation

Auburn Hills, MI 48326-2766, USA

Phone +1 248 576 5741

www.daimlerchrysler.com

Investor Relations

Stuttgart

Phone +49 711 17 92261

+49 711 17 95256

+49 711 17 95277

Fax +49 711 17 94109

+49 711 17 94075

Auburn Hills

Phone +1 248 512 2812

+1 248 512 2923

Fax +1 248 512 2912

Mail ir.dcx@daimlerchrysler.com

Agenda | 15


U4

Financial Calendar

Annual Press Conference

February 14, 2007

3.30 p.m. CET / 9.30 a.m. EST,

Technology Center, Auburn Hills

Analysts’ and Investors’

Conference Call

February 14, 2007

6.30 p.m. CET / 12.30 a.m. EST

Presentation of the Annual

Report 2006

February 27, 2007

Annual Meeting

April 4, 2007

10 a.m. CEST / 4:00 a.m. EST

Messe Berlin

Interim Report Q1 2007

April 26, 2007

Interim Report Q2 2007

July 26, 2007

Interim Report Q3 2007

October 25, 2007

DaimlerChrysler

Stuttgart, Germany

Auburn Hills, USA

www.daimlerchrysler.com

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