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Countermotions to DaimlerChrysler AGM 2006

Countermotions against the management

The speakers of the Critical Shareholders DaimlerChrysler announced the following countermotions to the AGM of DaimlerChrysler AG on April 12th, 2006:


Mr. Jürgen Grässlin, Freiburg

Regarding Item 3 of the Agenda:

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

Reason:

Sales of Mercedes vehicles in Germany in 2005 were far lower than expected. One reason for this is the fact that the company’s image suffered enormously last year. For example, in the ranking of German companies, DaimlerChrysler fell from 4th position to 54th. (Poll by the TNS Emnid institute and BIK Marplan-Intermedia in September and October 2005). The reasons are numerous and range from quality disaster to ethics disaster – the insufficient ethical and moral responsibility of the Daimler Board of Management.

Despite repeated demands by the Critical Shareholders DaimlerChrysler (KADC, Arndtstrasse 31, 70197 Stuttgart, Tel. +49 (0)711 608396; www.kritischeaktionaere.de and www.juergengraesslin.com), in 2005 the Board of Management once again failed to get rid of its shares in the European armaments giant European Aeronautic Defence and Space Company (EADS N.V.) or to start converting it to purely civil production (armaments conversion). And Daimler/EADS is involved not only in the production of bomber aircraft, military helicopters and carrier systems for nuclear weapons, but, through equity holdings, also in the production of wide-area bombs, wide-area ammunition and wide-area ammunition launchers.

It was possible to document this involvement at the international armaments fair Eurosatory in Paris. On the stand of MBDA, in which EADS holds a 37.5% stake, the Multiple Launch Rocket System (MLRS) was presented, including wide-area ammunition. The MLRS rocket launcher is currently being improved. The new, so-called Guided MLRS System, will have an extended range, will be more accurate, and will have more efficient ammunition. Moreover, the future mass production of MLRS rockets was announced at Eurosatory. Such a system can distribute around 8,000 bomblets in an area of up to one square kilometer with one salvo. In the view of the DaimlerChrysler Critical Shareholders and Aktionsbündnis landmine.de (Alliance for Action on Landmines) wide-area ammunition violates the Geneva Convention, which prohibits random attacks.

Daimler/EADS also profits from the business with wide-area ammunition through the 19% stake in Diehl BGT Defence and the 50% stake in TDA. Diehl Bodensee-Gerätetechnik produces the RM 70 rocket launcher including wide-area ammunition rockets for the Slovakian armed forces. TDA offers various rockets with wide-area ammunition, for the Tiger military helicopter, for example.

In it annual reports, Daimler’s associated company EADS praises its “corporate social responsibility” (CSR) and claims: “Our products and services for defense purposes enhance the security of many nations.” The fact is that wide-area ammunition threatens the lives of many innocent people, especially children, women and old people, in crisis zones and war zones. Because with the use of wide-area ammunition, as also happened in Kosovo for example, civilians are often hit.

The Critical Shareholders demand that DaimlerChrysler, as the biggest shareholder in EADS, immediately stops any involvement in the research, development and production of wide-area ammunition and wide-area bombs and their carrier systems. Aktionsbündnis landmine.de – to which the organizations Brot für die Welt, Christoffel-Blindenmission, Deutscher Caritasverband, Diakonie Katastrophenhilfe, EIRENE-International, Handicap International (Germany), Justicia et Pax, Kindernothilfe, medico international, Misereor, Oxfam Germany, Pax Christi, Solidardienst International e.V., terre des hommes and UNICEF Germany belong, among others – expressly demand that EADS ceases the production and export of wide-area ammunition (see www.landmine.de). Unicef, the children’s aid arm of the United Nations, refused to put DaimlerChrysler on its sponsors list once again in 2005. In February 2006, hat Belgium was the first country to ban wide-area ammunition, which will promote discussion of the issue in Germany and focus the public discussion on Daimler/EADS as a producer of wide-area ammunition.

Recently, German newsreader Anne Will clarified her position: “It must be forbidden that wide-area bombs are even produced. Only this can ensure that they are never dropped again.” According to Will, it is “essential to work for their prohibition”. German television actress Ulrike Folkerts demands that the Daimler Group rejects wide-area ammunition: “And until it does that, I am not prepared to drive a Mercedes, and certainly not to buy one.” She will only become a Mercedes customer again when the Group declares: “We are ceasing production.” Only then will she be ready “to become a Mercedes customer again.”

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Mr. Paul Russmann, Stuttgart

Regarding Item 3 of the Agenda:

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

Reason:

Numerous shareholders are transferring their voting rights to the Critical Shareholders DaimlerChrysler, Arndtstrasse 31, 70197 Stuttgart, Tel: +49 (0)711 608396, paul.russmann@kritischeaktionaere.de, www.kritischeaktionaere.de

because ...

... the Board of Management ignored the demands for an end to armaments production and export once again in 2005. Instead of getting out of EADS, or ensuring that EADS only offers civil products, the Board of Management supported EADS once again in 2005 with an equity stake of 30.8%!

... Daimler developed French nuclear missiles through EADS also in 2005.

Instead of working for the destruction of all nuclear weapons, the Board of Management is contributing to a new nuclear arms race. Therefore, in 2005 the Board of Management once again violated the expert opinion of the International Court of 1996 that described even the development of new nuclear missiles as “generally in violation of international law”.

... until January 2005, the mines MIFF and MUSPA were advertised under the names of PAAS and PATS on the Daimler/EADS/RTG-Euromunition website. (www.RTG-E.de)

This occurred although the Board of Management claimed at the last Annual Meeting that Mine Flach Flach (MiFF) and Multi-Splitter-Aktiv (MUSPA) had no longer been produced since 1994. Why were they still advertised if one is not prepared to produce them again on demand? A furniture shop does not advertise with goods that are no longer available – at least not ten years later. And was the website blocked at the beginning of 2005 and why is it still no longer accessible today?

... the involvement in EADS repeatedly causes unease and protest campaigns in the public sphere. Many people, especially young people, refuse to invest in shares in our company or to buy our vehicles as long as DaimlerChrysler/EADS has wide-area ammunition and nuclear weapons in its product range.

... the involvement in EADS damages the Group’s image. For example, UNICEF International in Geneva has issued a written statement in which it regards DaimlerChrysler neither as a partner nor an ally due to its ownership interest in EADS and RTG-Euromunition. The Board of Management bears responsibility for this.”

Regarding Item 4 of the Agenda:

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

Reason:

Numerous shareholders are transferring their voting rights to the Critical Shareholders DaimlerChrysler, Arndtstrasse 31, 70197 Stuttgart, Tel: +49 (0)711 608396, paul.russmann@kritischeaktionaere.de, www.kritischeaktionaere.de because stock options are not a reward for a good performance, but purely speculative gains.

The acquisition and sale of shares by exercising stock options outside the stock exchange after the resignation of Jürgen Schrempp and the associated gains within a few hours or days by the persons listed below in 2005 make it clear that stock options are not a reward for good work but purely speculative gains.

While the Board of Management and senior management are not ashamed on the one hand to get rid of thousands of employees at the Group, on the other hand the persons listed below do not have the slightest scruples about throwing money out of the window that the employees earned on the assembly line by exercising stock options. In addition to the gains from the exercise of stock options listed below, they also received the so-called cash offset - the difference between the reference price at the time the options were granted and the exercise price – from Group funds, and thus from the shareholders: For example, Dr. Eckhard Cordes pocketed nearly another half a million euros on top of the €479,000 listed below.

Here are the names of the persons who exercised options in 2005 and their gains excluding cash offset: Steven A. Torok €170,000, Hubertus Troska €39,080, Dr. Gerald Weber €107,100, George Murphy €134,100, Thomas W. Sidlik €156,250, Dr. Rolf Bartke €171,875, Hans-Heinrich Weingarten €71,800, Paul S. Halata €137,000, Christine K. Cortez €137,000, Peter M. Rosenfeld €83,520, David H. Olsen €50,490, Dr. Albert Kirchmann €51,510, Thomas W. Sidlik €306,000, Harald Bölstler €61,200, Herbert Kaufmann €104,600, Ulrich Walker €112,800, Wolfgang Diez €116,000, Günter Egle €81,000, Dr. Eckhard Cordes €479,150.

The DaimlerChrysler Critical Shareholders see these share-deal payments as confirmation of their voting at the last Annual Meeting when they voted against the stock option plans. Such plans should be banned for all time. The person with the main responsibility for approving the stock option plans is Supervisory Board Chairman Hilmar Kopper, who disregarded the concerns of many shareholders and employees on this point.”

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Ms. Beate Winkler-Pedernera, Stade

Regarding Item 3 of the Agenda:

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

Reason:

“There are lists everywhere, and there’s one in the first place in all of them.”
This is a quote from a current television advertisement for the S-Class.

A survey of German car dealers carried out by the automotive industry’s research institute suggests that Mercedes has massive “quality problems”. Instead of being in first place, out of 26 automobile brands, Mercedes is to be found in last place together with Renault.

But Mercedes is in first place with recall campaigns! Around 1.3 million vehicles of nearly all Mercedes classes were ordered back to the workshops. What was sold to the customers of the Mercedes Car Group as a “quality offensive” was no more than an admission that large numbers of faulty automobiles had been put onto the market. The costs of the biggest recall action in history amount to nearly half a billion euros.

Many factors contributed to faults occurring in the software and with the brakes. One of the causes is the increasingly shallow depth of development and production, because more and more stages of development and production are being contracted out to external suppliers. The company’s own internal quality control of incoming goods has apparently not compensated for this weakness.

Now of course the question arises: How does new Board of Management Chairman Dieter Zetsche intend to produce more cars with better reliability and higher quality but with fewer employees? The management’s answer to this question is the compression of performance, i.e. more performance is to be pressed out of a smaller workforce. But from a certain point, quality is sure to suffer, and it has become clear that this point has already been passed! If the working cycles in the assembly plants are no longer sufficient even to allow the required rectification and refinishing to be written down, not to speak of actually doing that work, then faulty cars become normality. This will put us back in first place in the lists – the list of the “quality offensives”!

Another sad place in the lists has been achieved with the number of jobs destroyed. 5,000 jobs were already destroyed in 2005, 3,500 more are to follow this year. By 2008, another 6,000 jobs will be eliminated.

€570 million was spent on this policy in 2005 alone. Severance pay of up to €275,000 per employee has been offered. If all 14,500 employees are got rid of in this way, the Group will be nearly €3 billion poorer and – what is far worse – many highly skilled employees and their expertise will be irretrievably lost. Signing such a severance agreement in the present labor-market situation is an enormous risk. Some of those people who have refused all of the offers of voluntary departure have apparently been threatened that they will have to change departments. “Would you feel capable of such a change at your stage in life?” employees are said to have been asked in smug tones. Not only Pastor Schobel in Bad Cannstatt, Stuttgart, no longer understands the company’s policy: “You can’t achieve quality through fear.”

If the workforce is to be reduced, e.g. to eliminate overcapacity in production, one could use tried-and-tested flexible systems of working times. Employees could work just 87.5% of their normal working time for a certain period – this would save jobs and keep the employees’ valuable skills at the company.

And – there are other alternatives!

What do the winners in the automobile industry have in common? The most innovative manufacturers with above-average spending on research and development are BMW and Audi. Both of them are among the winners in the automobile industry. The decisive thing is “how attractive the product is,” according to automobile analyst Stephan Doxner of Landesbank Baden-Württemberg. But personnel costs are “not the primary problem”. He says that customers are prepared to pay a higher price for cars if they get particularly good quality or a technically innovative vehicle. Mercedes lived well for a long time from this “price premium”. But in times of million-fold recalls, high-tech sedans repeatedly breaking down and a dramatic deterioration in customer service in the official workshops, the price premium no longer applies and then personnel costs seem to be a problem.

When will a car using two liters of fuel per hundred kilometers finally make the breakthrough at the Mercedes Car Group – the plans for such a car have been on the shelf for years now. This would guarantee the jobs of today’s desperate and optimally qualified workforce!!

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Mr. Alexander Dauensteiner, Solingen

Regarding Item 3 of the Agenda:

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

Reason:

2005 was the warmest year in the last 1,000 years. The disastrous results of the greenhouse effect, particularly for the coming generations, are already reality and are becoming ever more threatening; immediate action is essential. For automobile companies such as DaimlerChrysler, these developments mean they are obliged to drastically reduce fuel consumption and thus also vehicles CO2 emissions.

The goals stated in the 2005 Annual Report of DaimlerChrysler AG are pleasant to read: “Developing outstanding and durable technologies, producing innovative and appealing products, offering customer-oriented services and constantly delivering top performance.” But if a customer or shareholder of the Group looks for “outstanding technologies” or “innovative products”, the result is appalling. Although the Group is still working on the development of the fuel cell, its market launch is not to be expected before 2012 due to the required development work. Bridge technologies such as the efficient hybrid drive systems successfully sold by Toyota have been disregarded for far too long. The Group only started developing a two-mode hybrid system jointly with General Motors (GM) at the beginning of the last financial year. The Toyota Prius with hybrid drive – Car of the Year 2005 and the leading vehicle in the VCD Auto Environment List 2004/2005 and 2005/2006 – was sold more than 125,000 times in 2005 alone.

Natural-gas drive systems are a particularly inexpensive and environment-friendly bridge technology. The “Natural Gas Agency” has been formed to promote the market penetration of natural-gas vehicles in Germany and the required creation of a refueling infrastructure. The goal is to provide a nationwide network of natural-gas filling stations. But while the gas industry is taking the required steps with investments running into the billions, DaimlerChrysler is passive and still has not joined this important “Natural Gas Agency”, which is supported by, among others, Fiat, Opel, Volkswagen and Volvo. DaimlerChrysler still offers only one natural-gas vehicle, the E 200 NGT, with long delivery times. But no natural-gas technology is available for Mercedes customers who are interested in vehicle series such as the A-Class, B-Class, C-Class, R-Class or S-Class. In view of further increases in gasoline and diesel prices, this is also a business disadvantage. Compared with the E 220 CDI, with the present price for natural gas of approximately €0.75 per kilogram and driving 20,000 kilometers a year, the E 200 NGT allows annual savings of more than €550. Furthermore, support programs exist for natural-gas vehicles at national and state level: there are clearly defined tax advantages for this environmentally friendly drive system.

The DaimlerChrysler Critical Shareholders (KADC, Arndtstraße 31, 70197 Stuttgart, Tel. +49 (0)711 608396, orl-russmann@gaia.de, www.kritischeaktionaere.de) demand of the Board of Management that for each vehicle series marketed by the Group at least one version is offered with natural-gas technology. This technology is available, tried and tested, environmentally friendly and economical. It is unacceptable that hundreds of models with diesel and gasoline engines are available to the customers of the Group, but only one car that can run on natural gas. The gas industry has taken the lead, now other companies have to fulfill their responsibilities. According to press reports, DaimlerChrysler plans to offer the B-Class with natural gas in 2008. This development is far too little and too late.

Expanding its range of products with vehicles incorporating natural-gas technology also offers the Group strategically important opportunities: Today’s hybrid drive is still largely based on the combination of electric and gasoline drive systems. However, the next generation is already being tested: hybrid drive with natural-gas technology. The world’s first hybrid vehicle using natural gas was presented at the Zurich Car Show at the end of 2005. E.ON Ruhrgas and E.ON Sverige have been testing natural-gas hybrid drive with the Toyota Prius for a long time now. Carbon-dioxide emissions have been measured at nearly 20% lower. A two-month test phase covering 3,200 kilometers was carried out without any complications and with a smooth switchover between gasoline, natural gas and electricity.

So the next innovation in the field of drive technology is already clear: the fuel of natural gas will be integrated into hybrid technology. DaimlerChrysler is lagging behind the competition in both technologies. This has to change fundamentally if the leading ecological position is not to be left to other automobile manufacturers.

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Mr. Holger Rothbauer, Tübingen

Counter-motion B

Regarding Item 4 of the Agenda:

“The actions of the Supervisory Board are to be ratified individually. In the case of individual ratification, I propose that the actions of Supervisory Board Chairman Hilmar Kopper are not to be ratified.

Reason:

The actions of Chairman of the Supervisory Board Kopper are not to be ratified by the shareholders! Why not?

Former Chairman of the Board of Management Jürgen Schrempp resigned after ten years in office as Chairman of the Board of Management. One can only speculate about the real reasons for this resignation. The Supervisory Board’s announcement on his resignation did not include any words of gratitude, and, justifiably, it seems that no termination compensation was paid. It is still incomprehensible why Mr. Kopper personally made all efforts to ensure that Mr. Schrempp’s contract was extended until the end of 2008 in April 2004, although the contract would not have expired until the end of 2005. Then Schrempp’s resignation effective December 31, 2005 was announced last July. Mr. Kopper is responsible for Mr. Schrempp’s rise to power as “Mr. Shareholder Value” and his sudden departure as “Mr. Failed World Corporation”. With the approval of Supervisory Board Chairman Kopper, little but negative memories remain of the Schrempp era for us shareholders.

The following points are to be emphasized:

1. The merger of Daimler Benz with Chrysler Corporation, which has constituted a catastrophic transfer of billions as well as technology to the disadvantage of the Mercedes Car Group, instead of the promised “Marriage in Heaven”.

2. The investment made in Mitsubishi Motors during the madness of the “World Corporation” and the associated investment of billions that were then lacking for quality assurance at Mercedes. In the end, all that remained was the exit from Mitsubishi with losses of billions.

3. The glossed-over presentation (for many years now) of the situation at Maybach and smart – production and sales, whereby one must question whether and which ideas and concepts for these products and their marketing were ever thought through in realistic market terms.

4. The refusal to fit soot-particulate filters in the diesel vehicle fleet at an early stage and sleeping through the development of hybrid engines shows that the former technology leadership has been lost and that the Group is lagging behind the world’s leaders with the ecologization of its products.

5. The previously unknown quality problems and recall campaigns by Mercedes have led to sales problems and a high degree of customer dissatisfaction, e.g. among taxi companies.

6. The sales problems at Mercedes that have existed for years now have been exacerbated by public scandal reporting about gray-market transactions and involvement in occurrences with a legal relevance.

7. Through EADS, Daimler is still the biggest shareholder in Europe’s third-largest armaments group, and is thus responsible for armaments exports all over the world, including countries with questionable human-rights situations. Due to the involvement in EADS and the associated advertising for mines and production of wide-area ammunition, UNICEF, the children’s aid department of the United Nations, refuses to cooperate with DaimlerChrysler. This armaments involvement therefore represents maximum image damage for the Mercedes Car Group, with a resulting impact on vehicle unit sales.

8. Despite the announcement of employment and training offensives, tens of thousands of jobs have been eliminated at DaimlerChrysler in recent years.

9. The investigations by the US Securities and Exchange Commission (SEC) concerning suspected transactions going through “black-money” accounts will possibly deter international investors from investing in DaimlerChrysler.

10. In view of massive management mistakes, the salary increases for top managers that have been approved by the Supervisory Board in recent years seem absolutely exaggerated and excessive. On the other hand, the share price has fallen dramatically. The controversial stock-option plans for the top management cost the Group many millions of euros while the performance delivered is absolutely insufficient.

Despite his failures all along the line, Mr. Kopper receives annual fees of €243,000 from the Group’s funds! We shareholders are not prepared to accept this passively any longer. Mr. Kopper should do the same as Mr. Schrempp as quickly as possible and leave DaimlerChrysler to avoid any further damage to the Group.

Let’s show Hilmar Kopper the RED CARD as the Supervisory Board Chairman before it’s too late!”

Regarding Item 7 of the Agenda:

“Ms. Marion Struck-Garbe, 58, a graduate in sociology and economics and lecturer at the University of Hamburg, spokeswoman for peace and the environment for Greenpeace Germany, is hereby proposed for election to the Supervisory Board of Daimler-Chrysler AG, Stuttgart. The management’s proposal under Item 7 of Mr. Manfred Bischoff as a candidate for this position will therefore be opposed in the Annual Meeting. (Ms. Marion Struck-Garbe has formally declared her consent to the candidacy.)

Reasons:

As a shareholder representative of the DaimlerChrysler Critical Shareholders (KADC), Arndtstr. 31, 70178 Stuttgart, I am still very concerned about the Group’s structural and financial development. On the side of the Supervisory Board, so far we have only had men of whom it is not apparent to what extent they fulfill their supervisory function and encourage pioneering decisions by the Board of Management and/or constructively support the Board of Management. This became most obviously apparent once again in connection with the events surrounding the resignation of Board of Management Chairman Schrempp.

The continued clinging-on to a large stake in the armaments company EADS damages the image of the Mercedes Car Group and has a disadvantageous effect in competition, as clearly demonstrated by the latest sales figures.

The Mercedes Car Group has finally decided to introduce the soot-particulate filter for diesel vehicles after years of massive pressure from KADC in collaboration with Greenpeace that could no longer be ignored. The development of hybrid engines was also overlooked, which has led to significantly lower unit sales, particularly in the US market and in comparison with Toyota, for example. These examples sadly demonstrate the loss of Daimler’s former technology leadership also in this area as a result of poor management and lacking Supervisory Board activities.

Instead of facing up to the new challenges of our time in the fields of transport technology and ecology, and thus conquering the markets of the future, the Group’s management is involved in an incalculable adventure (smart, Maybach) while clinging on to image-damaging armaments production by EADS.

A new orientation is required urgently.

The nomination of Mr. Manfred Bischoff represents the old patterns of thinking: Male management board members from one company sit on the supervisory boards of the companies of their male friends in line with the motto of ‘I’ll scratch your back if you scratch mine’. Mr. Bischoff departed from the Board of Management of DaimlerChrysler to devote his full energies to EADS. This is apparently no longer the case, since he seems to have more time as a top manager of EADS. He already holds positions on numerous supervisory boards and management boards of other companies, so there are now already substantial doubts about his efforts for DaimlerChrysler. Furthermore, in his main function for the armaments company EADS, Mr. Bischoff is evidently the guarantee that DaimlerChrysler will continue clinging on to image-damaging and inhuman armaments production. Together with Supervisory Board member Lagadere, the armaments lobby at the Group is apparently to be reinforced. This is the wrong kind of signal.

Ms. Marion Struck-Garbe is a lecturer at the University of Hamburg, Chairwoman of the Pacific Network and currently active for Greenpeace Germany as spokeswoman for peace and the environment. She is a highly competent expert, particularly in the field of environment technology, and could give useful impetus to a Supervisory Board that has so far only consisted of older men, especially in the area of environmental orientation, and could monitor this type of work by the Board of Management more competently. Through her activities in the Pacific Network, she has specific knowledge of one of the world’s most important markets of the future. Her activities at the University and for Greenpeace demonstrate her outstanding capabilities in the fields of organization and orientation for the future. With the election to the Supervisory Board of such a competent woman, the Group would at last properly fulfill the requirements of the Global Governance Code.

Ms. Struck-Garbe holds no other supervisory board position and could therefore devote herself fully to seriously fulfilling the duties of a DaimlerChrysler Supervisory Board member.

For the above reasons, we, the DaimlerChrysler Critical Shareholders, recommend the election of Ms. Struck-Garbe as a member of the Supervisory Board.”

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Ms. Beate Winkler-Pedernera, Stade

Regarding Item 4 of the Agenda:

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

Reason:

Anyone who is interested in the issue of “the advancement of women at work” will find just one hit on DaimlerChrysler’s website – and that article is already five years old. This result is typical for the issue of “women” and their influence within Germany’s largest industrial company.

With great fanfare in 2001, in the “Declaration on the Promotion of Equal Opportunities”, it was announced that “(see) the advancement of women in our company as a key factor for long-term success and to live up to our social-policy responsibilities. The advancement of women is an important step for the promotion of equal opportunities and the implementation of our human-resources strategy. About half of all school leavers and more than half of all university graduates are women. This know-how and these manifold skills are to be utilized appropriately within the company".

These boastful words were followed by few credible actions – and those actions that were taken remained virtually without any success. One thing is obvious: Women at DaimlerChrysler continue to be thwarted and largely ignored. How else can it be explained that the candidate proposed for election to the Supervisory Board by the DaimlerChrysler Critical Shareholders, Marion Struck-Gabe, has been the only female candidate so far and will also stand for election at this Annual Meeting (see also www.kritischeaktionaere.de). In the future, many more female candidates must be presented for membership of the Board of Management and Supervisory Board, and must then be elected. As stated by ex-Chairman of the Board of Management Jürgen E. Schrempp: “We are often asked whether DaimlerChrysler has a sufficient number of qualified employees at its disposal. My answer is a decisive yes! For each international management position that is to be occupied, we can select from several extremely well-qualified candidates.” Apparently the emphasis was on male candidates, because women have not entered this top-management group in the past.

In a study published by “Corporate Women Directors International” in October 2004, DaimlerChrysler is rightly criticized for the fact that NOT ONE woman is a member of the Supervisory Board or the Board of Management and women occupy only 5.8% of management positions. DaimlerChrysler is thus the shameful back-marker in an international comparison of the 200 largest companies. This is absolutely incomprehensible, because in the year 2001, our management together with the labor council issued the “Declaration on the Promotion of Equal Opportunities”. This declaration stated concrete goals by the year 2005: The proportion of women in management positions in levels 1 to 4 was supposed to rise from 5.7% in 2001 to 8-12% by 2005. And a significantly higher proportion of women was to be achieved in level 5. The sobering result: In levels 1 to 4 an increase of 0.1% was achieved! The targets were missed by a long way! Why didn’t the Supervisory Board make efforts to ensure that its own goals were attained and continue to be attained?

What has happened to the participants in “Career Workshops for Top Women Graduates”, for which approximately 675 interested women applied from all over the world in 2002 alone? DaimlerChrysler wrote in this context: “We want to remain the most attractive employer in the future, and to succeed in the competition for the best talent. We will also expressly promote women in our high-flyer program, in order to make more use of the total potential offered by the labor market.”

As an initial step, Daimler’s commitment to 12% women in management must finally be fulfilled! In comparison: women account for 25% of the supervisory boards of Metro AG and Deutsche Bank, and 30% at Deutsche Post. If Supervisory Board Chairman Hilmar Kopper knows that as a former head of Deutsche Bank, why doesn’t he make sure that sufficient numbers of Board of Management and Supervisory Board positions are also occupied by women at DaimlerChrysler?

As long as the advantages of mixed teams with their shareholder value creation, which have repeatedly been proven by studies, are not utilized, I propose that the actions of the members of the Supervisory Board are not ratified. In view of the total failure of the Supervisory Board Chairman, my motto is: RED CARD, MR. KOPPER!”

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Mr. Jürgen Grässlin, Freiburg

Regarding Item 4 of the Agenda:

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

Reason:

In the view of the DaimlerChrysler Critical Shareholders (KADC, Arndtstraße 31, 70197 Stuttgart, Tel. +49 (0)711 608396; www.kritischeaktionaere.de and www.juergengraesslin.com), DaimlerChrysler AG made its so-called “ad-hoc announcement” on the early departure of Board of Management Chairman Jürgen E. Schrempp far too late. This grave mistake is apparently the prime responsibility of Supervisory Board Chairman Hilmar Kopper, who was informed of Schrempp’s intention to resign at an early stage and long before all of the other members of the Supervisory Board.

After Mr. Schrempp made his decision contrary to his previous statements not to fulfill his contract that was valid until the year 2008 (!), after the Annual Meeting on April 6, 2005 he consulted with his wife and secretary Lydia Schrempp, the Supervisory Board Chairman Hilmar Kopper and Hartmut Schick, Head of DC Public Relations.

Already in the middle of May 2005, that is, more than two months (!) before the public announcement, Mr. Schrempp discussed his considerations with Supervisory Board Chairman Hilmar Kopper. On June 1, 2005, Schrempp confronted the two Supervisory Board members Lynton R. Wilson and Robert J. Lanigan with his intention to resign. Two weeks later, Mr. Schrempp informed his successor Dieter Zetsche. The German Financial Services Supervisory Authority (BaFin) comes to the conclusion that at the latest since July 10, 2005 (see manager magazin of April 2006), insider information existed pursuant to Section 13 of the German Securities Trading Act. Based on the above chronology, I have to assume that the so-called “ad-hoc announcement” should have been made earlier.

On July 16, 2005, I was notified by an informant about Schrempp’s probable upcoming resignation. But Mr. Kopper still did not order the necessary “ad-hoc announcement” to be made informing the shareholders, employees and public.

In the following days, Mr. Schrempp informed Mr. Erich Klemm, the Deputy Chairman of the Supervisory Board and Chairman of the Group Labor Council, about his intention not to fulfill his contract; other senior officers were also informed. Apparently on July 27, 2005 – eleven days (!) after I found out about the upcoming announcement of Schrempp’s resignation – Eckhard Cordes, at that time CEO of the Mercedes Car Group and the declared heir to the throne, was informed by Mr. Schrempp of the planned personnel matters. This fact alone demonstrates the disastrous style of behavior in the top management of DaimlerChrysler AG.

On July 28, 2005, twelve (!) days after I found out about the upcoming announcement of Schrempp’s resignation – at 10:32 a.m. DC made the so-called “ad-hoc announcement” on Schrempp’s resignation effective December 31, 2005. Even on that day, news agencies had reported on resignation rumors before the announcement. The fact that the Supervisory Board did not even thank Mr. Schrempp for his ten years as Board of Management Chairman is quite comprehensible in view of his disastrous policy of destroying jobs and capital.

But the consequences of the strategy and communication disaster connected with Schrempp’s early resignation are devastating: Eckhard Cordes promptly left the company. Shareholders are now initiating legal proceedings to claim damages, in cases that are likely to set a precedent, for the fact that they sold their shares too early and therefore under their value. In all likelihood they will win their cases – and in my view this is justified. The result will be not only pecuniary damage but also further damage to the image of DaimlerChrysler AG.

For these reasons, the Critical Shareholders demand:
RED CARD, MR. KOPPER! Resign immediately!”