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Daimler Hive Down Agreement

If shareholders approve the new structure at Daimler AG`s general meeting on May 22, 2019, Mercedes-Benz AG`s supervisory board and Daimler Truck SA`s supervisory board are expected to decide on the composition of the board in September 2019. Supervisory boards for both companies will be increased to 20 members each before the hive comes into effect. To this end, the proposed candidates were coordinated with the representation of the workers. The ten shareholder representatives nominated for each company will be elected at the general meeting of Mercedes-Benz AG and Daimler Truck AG in September 2019. As part of the existing control transfer and profit loss contracts, the profits and losses of Mercedes-Benz AG and Daimler Truck AG are transferred to Daimler AG. On May 22, 2019, Daimler AG`s general meeting voted by 99.75% of the votes to break it down into two legally independent entities the assets and liabilities of the Mercedes-Benz Cars and Mercedes-Benz Vans divisions, as well as the Daimler Trucks and Daimler Buses divisions, as part of Project Future. The extraction of the hives was carried out under Article 123, paragraph 3, point 1, of the Processing Act (UmwG) in Mercedes-Benz AG and Daimler Truck AG. The increase is based on the haircut agreement reached on 25 March 2019 between Daimler AG, Mercedes-Benz AG and Daimler Truck AG. The Hive came into effect with the registration of Daimler AG`s trade register on October 31, 2019 (”completion date”).

With the entry into force of the Hive, the assets defined in the Hive-Down contract were transferred civilly to Mercedes-Benz AG and Daimler Truck AG, as a partially universal inheritance, to their book values. The transfer of assets had a retroactive financial effect as of January 1, 2019. In addition, when the Hive came into force, other assets and liabilities were transferred to Mercedes-Benz AG and Daimler Truck AG under the Hive-Down contract, respectively to Mercedes-Benz AG and Daimler Truck AG, in accordance with the agreements between Daimler AG and Mercedes-Benz AG. Daimler AG acts to take effect of the operational management and provides services to the companies of the group. As a parent company, it also decides the group`s strategy, decides on issues of strategic importance to the business and provides regulatory, legal and compliance functions throughout the group. Commitments increased by 3.3 billion euros to 59.7 billion euros.

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