Daimler AG and Daimler. Xxxxx undertake vis-à-vis Daimler Truck Holding AG not to exercise their voting rights in the election of two of the ten Supervisory Board members of Daimler Truck Holding AG to be elected by the shareholders pursuant to § 101 para. 1 AktG in conjunction with § 7 para. 1 sent. 1 no. 3 MitbestG.
Daimler AG and Daimler. Xxxxx shall also not exercise their voting rights with respect to decisions on the dismissal of Supervisory Board members pursuant to § 103 AktG if they did not exercise their voting rights in the election of the respective Supervisory Board members on the basis of Clause 1.1 or Clause 1.2 of this Agreement.
Daimler AG and Daimler. Xxxxx shall jointly propose to Daimler Truck Holding AG eight of the Supervi- sory Board members to be elected by the shareholders pursuant to § 101 para. 1 AktG in conjunction with § 7 para. 1 sent. 1 no. 3 MitbestG in good time prior to the adoption of the resolution by the Super- visory Board of Daimler Truck Holding AG on its proposals for the election of Supervisory Board mem- bers to the General Meeting of Daimler Truck Holding AG. If the Supervisory Board of Daimler Truck Holding AG resolves to propose the candidates proposed by Xxxxxxx AG and Daimler Xxxxx to the General Meeting of Daimler Truck Holding AG for election to the Supervisory Board of Daimler Truck Holding AG, Daimler AG and Daimler Xxxxx shall exercise their voting rights only in respect of these candidates. With respect to the remaining two candidates proposed by the Supervisory Board, Daimler AG and Daimler Xxxxx shall not exercise their voting rights; Clause 1.2 sent. 2 shall apply accordingly. If the Supervisory Board of Daimler Truck Holding AG deviates from the election proposals of Daimler AG and Daimler Xxxxx, Daimler AG and Daimler Xxxxx shall inform Daimler Truck Holding AG without undue delay after receipt of the relevant invitation to the General Meeting of Daimler Truck Holding AG as to with regard to which of the Supervisory Board members standing for election they will and will not exercise their voting rights on the basis of this Agreement. Also in the event of a decision on a dismissal of Supervisory Board members pursuant to § 103 AktG, Daimler AG and Daimler Xxxxx will inform Daimler Truck Holding AG without undue delay after receipt of the relevant invitation to the General Meeting of Daimler Truck Holding AG as to with regard to which of the Supervisory Board members who are to be dismissed they will and will not exercise their voting rights on the basis of this Agreement pursuant to Clause 1.3 of this Agreement. Daimler Truck Holding AG will promptly publish on its homepage the relevant election proposals of Daimler AG and Daimler Xxxxx and information on the voting behavior of Daimler AG and Daimler Xxxxx received from Daimler AG and Daimler Xxxxx in connection with the election or dismissal of members of the Supervisory Board of Daimler Truck Holding AG and will keep these election proposals and infor- mation on the voting behavior available on its homepage at least until the end of the General Meeting at which the election or dismissal resolutions are adopted.
Daimler AG and Daimler. Xxxxx may only transfer all or part of their (in)direct shareholding in Daimler Truck Holding AG to another company of the Daimler Group within the meaning of §§ 15 et seqq. AktG, if such company agrees to assume the obligations of Daimler AG and Daimler Xxxxx under this Agree- ment.
