Convocation

of the Annual General Meeting of Mercedes-Benz Group AG on May 3, 2023

Annual General Meeting 2023  Mercedes-Benz Group

Mercedes-Benz Group AG

Stuttgart

- ISIN DE 000 710 000 0 -

Mercedes-Benz Group AG

Stuttgart

- ISIN DE 000 710 000 0 -

Invitation to the 2023 Annual General Meeting

We herewith invite our shareholders to attend the

Annual General Meeting

of Mercedes-Benz Group AG1

on Wednesday, May 3, 2023 at 10:00 a.m. (CEST).

The Annual General Meeting will be held on the basis of Section 26n, Subsection 1 of the Introductory Act to the German Stock Corporation Act (Einführungsgesetz zum Aktiengesetz) as a virtual General Meeting pursuant to Section 118a, Subsection 1 Sentence 1 of the German Stock Corporation Act (Aktiengesetz) without the physical presence of shareholders or their proxies (with the exception of the proxies appointed by the Company) at the venue of the Annual General Meeting. The venue of the General Meeting for the purposes of the German Stock Corporation Act is Carl Benz-Arena, Mercedesstraße 73d, 70372 Stuttgart, Germany.

Shareholders duly registered for the General Meeting or their proxies will be able to connect to the virtual General Meeting electronically via the InvestorPortal by visiting

group.mercedes-benz.com/investorportal

Irrespective of registration and exercising shareholder rights electronically, the full length of the Annual General Meeting will be audio-visually broadcast live for Mercedes-Benz Group AG shareholders entered in the share register and their proxies on the InvestorPortal at group.mercedes-benz.com/investorportal.

The opening of the General Meeting, the introductory statement of the Chairman of the Supervisory Board and the speech by the Chairman of the Board of Management can also be followed by the interested public online at

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Annual General Meeting 2023  Mercedes-Benz Group

group.mercedes-benz.com/am-2023.

Voting rights may only be exercised by shareholders or their proxies - including electronically

  • by absentee voting or by granting power of attorney to the proxies appointed by the Company.

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Annual General Meeting 2023  Mercedes-Benz Group

Contents

SECTION A

Agenda

  1. Presentation of the adopted annual financial statements, the approved consolidated financial statements, the combined management report for Mercedes-Benz Group AG and the Group and the report of the Supervisory Board for financial year 2022 - without voting
  2. Resolution on the appropriation of distributable profit
  3. Resolution on ratification of Board of Management members' actions in financial year 2022
  4. Resolution on ratification of Supervisory Board members' actions in financial year 2022
  5. Resolution on the appointment of the auditor for the annual financial statements and the auditor for the consolidated financial statements
    1. Financial year 2023 including interim financial reports
    2. Interim financial reports for the financial year 2024 in the period until the Annual General Meeting 2024
    3. Financial year 2024 including interim financial reports in the period after the Annual General Meeting 2024
  7. Resolution on the election of a member of the Supervisory Board
  8. Resolution on remuneration for Supervisory Board members and corresponding amendment of Art. 10 (§ 10) of the Articles of Incorporation
  9. Resolution on the approval of the remuneration system for the members of the Board of Management
  10. Resolution on the approval of the remuneration report for financial year 2022
  11. Resolution on the creation of a new Approved Capital 2023 and related amendment to Art. 3(2) (§ 3(2)) of the Articles of Incorporation
  12. Resolution to add an authorization to Art. 11 (§ 11) of the Articles of Incorporation for the Board of Management to hold a virtual shareholders' meeting
  13. Resolution on an amendment to Art. 11a (§ 11a) of the Articles of Incorporation to include a new subsection 3 to enable Supervisory Board members to participate in a virtual Shareholders' Meeting by means of video and audio transmission

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Annual General Meeting 2023  Mercedes-Benz Group

SECTION B

Information on the candidate for election to the Supervisory Board (re Agenda Item 6)

SECTION C

Remuneration system fort eh members of the Supervisory Board of Mercedes-Benz Group AG (re. Agenda Item 7a))

SECTION D

Remuneration system for members of the Board of Management (re. Agenda Item 8)

SECTION E

Remuneration Report for financial year 2022 (re. Agenda Item 9)

SECTION F

Report by the Board of Management (re. Agenda Item 10)

concerning the exclusion of subscription rights in the event of the use of Approved Capital 2023 pursuant to Section 203 Subsection 1 and 2 Sentence 2 in conjunction with Section 186 Subsection 4 Sentence 2 and Section 186 Subsection 3 Sentence 4 of the German Stock Corporation Act (Aktiengesetz)

SECTION G

Additional Information

  1. Total number of shares and voting rights
  2. General Meeting held as a virtual meeting
  3. Access to the InvestorPortal and electronic connection to the General Meeting
  4. Registration
  5. Procedure for absentee voting
  6. Procedure for voting by proxies appointed by the Company
  7. Procedure for voting by other proxies
  8. Last possible time for casting, changing and revoking absentee ballots or powers of attorney and instructions issued
  9. Additional information on exercising voting rights

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Disclaimer

Mercedes-Benz Group AG published this content on 21 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 March 2023 15:30:05 UTC.