This declaration forms part of the combined management report of Daimler AG and of the Group for the financial year 2011. Pursuant to Section 317 Subsection 2 Sentence 3 HGB, the disclosures pursuant to Section 289 a HGB are not included in the findings of the auditor’s examination.

Statement by the Board of Management and the Supervisory Board of Daimler AG pursuant to Section 161 German Stock Corporation Act (AktG) on the German Corporate Governance Code in the version of May 26, 2010

The Board of Management and the Supervisory Board of Daimler AG declare that the recommendations of the “Government Commission for the German Corporate Governance Code” in the version of May 26, 2010, as published by the Federal Ministry of Justice in the official section of the electronic Federal Gazette on July 2, 2010, have been and are being met since the last declaration of conformity in May 2011, with the exceptions detailed below.

1. Deductible with the D&O insurance for the Supervisory Board
(Code Clause 3.8, Paragraph 3).

The Directors & Officers’ Liability insurance (D&O insurance) obtained by Daimler AG also extends to the members of the Supervisory Board. No insurance cover is assumed for intentional acts or omissions, or for breaches of duty knowingly committed. A deductible for the members of the Supervisory Board amounting to 50% of the respective remuneration has been agreed for negligent breaches of duty.

Since the remuneration structure of the Supervisory Board is limited to fixed remuneration without performance-based components, the setting of a deductible for members of the Supervisory Board of one-and-a-half times the fixed annual remuneration would lead to a disproportionate economic result when compared to the members of the Board of Management, whose remuneration consists of fixed and performance-based components. In view of this, the Supervisory Board decided on a deductible for its members amounting to 50% of the respective remuneration, which exceeds the statutory deductible for the members of the Board of Management in relation to the total remuneration.

2. Compensation of the Supervisory Board
(Code Clause 5.4.6 Paragraph 2, Sentence 1).

The members of the Supervisory Board of Daimler AG receive adequate compensation comprised of fixed and function-related elements, as well as attendance fees. The Articles of Incorporation provide for a base annual fee for each member of the Supervisory Board. This base annual fee increases if a member assumes the position of Chair or Deputy Chair of the Supervisory Board, or becomes a member of a committee, with special emphasis on the Chair of the Audit Committee, according to the respective field of responsibility. We believe that a function-related compensation system is also more appropriate for the monitoring role of Supervisory Board members than performance-related compensation because it eliminates any potential conflicting interests that might arise from decisions of the Supervisory Board with possible influence on performance criteria. Thus the Supervisory Board does not receive performance-related compensation.

 

Stuttgart, December 2011

 

The Supervisory Board                                     The Board of Management