Mercedes Benz : Synopsis Articles of Incorporation

Re Agenda Items 7, 10, 11 and 12: Amendment of Art. 3(2) (§ 3(2)) (Share Capital), Art 10 (§ 10) (Remuneration of the Supervisory Board, Liability Insurance), Art. 11 (§ 11) (Convening of Shareholders' Meetings) and Art. § 11a (§ 11a) (Video and audio transmission) of the Articles of Incorporation*

Current Version

1. Share Capital and Shares Art 3 (§ 3) Share Capital

1. The Board of Management is authorized to increase the Company's share capital with the consent of the Supervisory Board in the period until April 4, 2023 by a total of up to € 1,000,000,000.00, in one lump sum or by separate partial amounts at different times, by issuing new registered no-par value shares in exchange for cash and/or non-cash contributions (Approved Capital 2018). The new shares are generally to be offered to the shareholders for subscription (also in the way of indirect subscription pursuant to Section 186, Subsection 5, Sentence 1 of the German Stock Corporation Act (Aktiengesetz)).

The Board of Management is, however, authorized to exclude the shareholders' statutory subscription right with the consent of the Supervisory Board in the following cases:

Proposed amendment (mark-up)

1. Share Capital and Shares Art 3 (§ 3) Share Capital

1. The Board of Management is authorized to increase the Company's share capital with the consent of the Supervisory Board in the period until April 4, 2023May 2, 2028 by a total of up to €1,000,000,000.00, in one lump sum or by separate partial amounts at different times, by issuing new registered no-par value shares in exchange for cash and/or non-cash contributions (Approved Capital 20182023). The new shares are generally to be offered to the shareholders for subscription (also in the way of indirect subscription pursuant to Section 186, Subsection 5, Sentence 1 of the German Stock Corporation Act (Aktiengesetz)).

However, the TheBoard of Management is, however,authorized to exclude the shareholders' statutory subscription rightwith the consent of the Supervisory Board to exclude shareholders' subscription rights in the following cases:

Proposed amendment (clean)

1. Share Capital and Shares Art 3 (§ 3) Share Capital

1. The Board of Management is authorized to increase the Company's share capital with the consent of the Supervisory Board in the period until May 2, 2028 by a total of up to €1,000,000,000.00, in one lump sum or by separate partial amounts at different times, by issuing new registered no-par value shares in exchange for cash and/or non-cash contributions (Approved Capital 2023). The new shares are generally to be offered to the shareholders for subscription (also in the way of indirect subscription pursuant to Section 186, Subsection 5, Sentence 1 of the German Stock Corporation Act (Aktiengesetz)).

However, the Board of Management is authorized with the consent of the Supervisory Board to exclude shareholders' subscription rights in the following cases:

*Convenience Translation

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• to exclude residual of fractional amounts from

• to exclude residual ofor fractional amounts

• to exclude residual or fractional amounts

the subscription right;

from the subscription rights;

from the subscription rights;

• in the case of capital increases in exchange for

• in the case of capital increases in exchange

• in the case of capital increases in exchange

non-cash contributions for the purpose of the

for non-cash contributions forif this serves of

for non-cash contributions if this serves the

(also indirect) acquisition of companies, parts

the purpose of (also indirectindirectly)

purpose of (also indirectly) acquiring entities,

of companies, participating interests in

acquisition of companiesacquiring entities,

parts of entities, equity interests in entities or

companies or other assets or claims to the

parts of companiesentities, equity interests in

other assets or claims to the acquisition of

acquisition of assets, including receivables

companiesentities or other assets or claims to

assets, including receivables from the Company

from the Company or its group companies;

the acquisition of assets, including receivables

or its group companies, for example for the

from the Company or its group companies, for

purpose of implementing a share dividend in

example for the purpose of implementing a

which the shareholders are offered the option

share dividend in which the shareholders are

of contributing their dividend entitlement to

offered the option of contributing their

the Company in whole or in part as a

dividend entitlement to the Company in whole

contribution in kind against the granting of new

or in part as a contribution in kind against the

shares from Approved Capital 2023;

granting of new shares from Approved Capital

2023;

• to the extent necessary to grant holders of

• to the extent necessary to grant holders of

• to the extent necessary to grant holders of

bonds

with

conversion

or

option

bonds

with

conversion

or

option

bonds

with

conversion

or

option

rights/conversion or option obligations that

rights/conversion or option obligations that

rights/conversion or option obligations that

were or will be issued by the Company or its

were or will be issued by the Company or its

were or will be issued by the Company or its

direct or indirect subsidiaries a right to

direct or indirect subsidiaries a right to

direct or indirect subsidiaries a right to

subscribe for new registered no-par value

subscribe for new registered no-par value

subscribe for new registered no-par value

shares of the Company in the amount to which

shares of the Company in the amount to which

shares of the Company in the amount to which

they would be entitled as shareholders after

they would be entitled as shareholders after

they would be entitled as shareholders after

exercising the conversion or option rights/after

exercising the conversion or option rights/after

exercising the conversion or option rights/after

Re Agenda Items 7, 10, 11 and 12: Amendment of Art. 3(2) (§ 3(2)) (Share Capital), Art 10 (§ 10) (Remuneration of the Supervisory Board, Liability Insurance), Art. 11 (§ 11) (Convening of Shareholders' Meetings) and Art. § 11a (§ 11a) (Video and audio transmission) of the Articles of Incorporation - Synopsis

fulfillment of the conversion or option obligations;

• in the case of capital increases in exchange for cash contributions, if the issue price of the new shares is not significantly lower than the stock market price of the previously listed shares and the computational part of the shares issued with the exclusion of subscription rights pursuant to Section 186, Subsection 3, Sentence 4 of the German Stock Corporation Act (Aktiengesetz) in the share capital does not exceed 10 % of the share capital in total - either at the time when this authorization takes effect or when it is exercised. This limit of 10% of the Company's share capital is to include shares (i) that are issued or sold during the period of this authorization with the exclusion of subscription rights under direct or indirect application of Section 186, Subsection 3, Sentence 4 of the German Stock Corporation Act (Aktiengesetz), and (ii) that are issued or may be or have to be issued to honor bonds with conversion or option rights/conversion or option obligations if the bonds are issued with the exclusion of the shareholders' subscription right after this authorization takes effect pursuant to Section 186, Subsection 3, Sentence 4 of the German Stock Corporation Act (Aktiengesetz).

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fulfillment of the conversion or option obligations;

• in the case of capital increases in exchange for cash contributions, if the issue price of the new shares is not significantly lower than the stock market price of the previously listed sharesat the time the issue price is definitively set and the computational part of the shares issued with the exclusion of subscription rights pursuant to Section 186, Subsection 3, Sentence 4 of the German Stock Corporation Act (Aktiengesetz) in the share capital does not exceed 10% of the share capital in total - either
  - neither at the time when this authorization takes effect nor when it is exercised. This limit of 10% of the Company's share capital is to include shares (i) that are issued or sold during the period of this authorization with the exclusion of subscription rights under direct or indirect application of Section 186, Subsection 3, Sentence 4 of the German Stock Corporation Act (Aktiengesetz), and (ii) that are issued or may be or have to be issued to honor bonds with conversion or option rights/conversion or option obligations if the bonds are issued with the exclusion of the shareholders' subscription right after this authorization takes effect pursuant to Section 186, Subsection 3,

fulfillment of the conversion or option obligations;

• in the case of capital increases in exchange for cash contributions, if the issue price of the new shares is not significantly lower than the stock market price at the time the issue price is definitively set and the computational part of the shares issued with the exclusion of subscription rights pursuant to Section 186, Subsection 3, Sentence 4 of the German Stock Corporation Act (Aktiengesetz) in the share capital does not exceed 10% of the share capital
  - neither at the time when this authorization takes effect nor when it is exercised. This limit of 10% of the Company's share capital is to include shares (i) that are issued or sold during the period of this authorization with the exclusion of subscription rights under direct or indirect application of Section 186, Subsection 3, Sentence 4 of the German Stock Corporation Act (Aktiengesetz), and (ii) that are issued or may be or have to be issued to honor bonds with conversion or option rights/conversion or option obligations if the bonds are issued with the exclusion of the shareholders' subscription right after this authorization takes effect pursuant to Section 186, Subsection 3, Sentence 4 of the German Stock Corporation

Re Agenda Items 7, 10, 11 and 12: Amendment of Art. 3(2) (§ 3(2)) (Share Capital), Art 10 (§ 10) (Remuneration of the Supervisory Board, Liability Insurance), Art. 11 (§ 11) (Convening of Shareholders' Meetings) and Art. § 11a (§ 11a) (Video and audio transmission) of the Articles of Incorporation - Synopsis

The computational part of the sum of shares issued according to this authorization upon exclusion of the shareholders' subscription right in exchange for cash and/or non-cash contributions in the share capital must not exceed 10% in total of the share capital at the time when this authorization takes effect. This limit is to include shares

1. that are issued or sold during the period of this authorization with the exclusion of subscription rights under direct or indirect application of Section 186, Subsection 3, Sentence 4 of the German Stock Corporation Act (Aktiengesetz), and
2. that are issued or may be or have to be issued to honor bonds with conversion or option rights/conversion or option obligations if the bonds are issued with the exclusion of the shareholders' subscription right after this authorization takes effect pursuant to Section 186, Subsection 3, Sentence 4 of the German Stock Corporation Act (Aktiengesetz).

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Sentence 4 of the German Stock Corporation

Act (Aktiengesetz).

The computational part of the sum of shares issued according to this authorization upon exclusion of the shareholders' subscription right in exchange for cash and/or non-cash contributions in the share capital must not exceed 10% in total of the share capital at the time when this authorization takes effect. When determining this Thislimit is to include,shares shall also be taken into account which

• (i) thatare issued or solddisposed of during the periodterm of this authorization with the exclusion of the shareholders' subscription rights underright by direct or indirectmutatis mutandis application of Section 186, Subsection 3, Sentence 4 of the German Stock Corporation Act (Aktiengesetz), and;
• (ii) thatare issued or may be or have to be issued to honor bonds with conversion or option rights/conversion or option obligations if the bonds are issued with the exclusion of the shareholders' subscription right after this authorization takes effect pursuant to Section 186, Subsection 3, Sentence 4 of the German Stock Corporation Act (Aktiengesetz).

Act (Aktiengesetz).

The computational part of the sum of shares issued according to this authorization upon exclusion of the shareholders' subscription right in exchange for cash and/or non-cash contributions in the share capital must not exceed 10% in total of the share capital at the time when this authorization takes effect. When determining this limit, shares shall also be taken into account which

• • are issued or disposed of during the term of this authorization with the exclusion of the shareholders' subscription right by direct or mutatis mutandis application of Section 186, Subsection 3, Sentence 4 of the German Stock Corporation Act (Aktiengesetz);

• are issued or may be or have to be issued to honor bonds with conversion or option rights/conversion or option obligations if the bonds are issued with the exclusion of the shareholders' subscription right after this authorization takes effect pursuant to Section 186, Subsection 3, Sentence 4 of the German Stock Corporation Act (Aktiengesetz).

Re Agenda Items 7, 10, 11 and 12: Amendment of Art. 3(2) (§ 3(2)) (Share Capital), Art 10 (§ 10) (Remuneration of the Supervisory Board, Liability Insurance), Art. 11 (§ 11) (Convening of Shareholders' Meetings) and Art. § 11a (§ 11a) (Video and audio transmission) of the Articles of Incorporation - Synopsis

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The Board of Management is authorized to stipulate, with the consent of the Supervisory Board, the other details of the implementation of capital increases out of the Approved Capital 2018.

The new shares participate in profits from the start of the fiscal year in which they are issued. To the extent legally permissible, the Board of Management may, subject to the consent of the Supervisory Board, notwithstanding this and section 60 Subsection 2 of the German Stock Corporation Act (Aktiengesetz), determine that the new shares shall bear dividend rights from the beginning of a past fiscal year for which no resolution of the General Meeting regarding the appropriation of the net profit had been passed at the time when they were issued. The Board of Management is authorized to stipulate,with the consent of the Supervisory Board,to stipulate the other details of the implementation of capital increases out of theApproved Capital 20182023, particularly the issue price. The Supervisory Board has the authority to amend the version of the Articles of Incorporation after the complete or partial implementation of the increase in share capital by exercising Approved Capital 2023 and after the elapse of the period of time for which authority was granted.

The new shares participate in profits from the start of the fiscal year in which they are issued. To the extent legally permissible, the Board of Management may, subject to the consent of the Supervisory Board, notwithstanding this and section 60 Subsection 2 of the German Stock Corporation Act (Aktiengesetz), determine that the new shares shall bear dividend rights from the beginning of a past fiscal year for which no resolution of the General Meeting regarding the appropriation of the net profit had been passed at the time when they were issued. The Board of Management is authorized with the consent of the Supervisory Board to stipulate the other details of the implementation of capital increases out of Approved Capital 2023, particularly the issue price. The Supervisory Board has the authority to amend the version of the Articles of Incorporation after the complete or partial implementation of the increase in share capital by exercising Approved Capital 2023 and after the elapse of the period of time for which authority was granted.

Re Agenda Items 7, 10, 11 and 12: Amendment of Art. 3(2) (§ 3(2)) (Share Capital), Art 10 (§ 10) (Remuneration of the Supervisory Board, Liability Insurance), Art. 11 (§ 11) (Convening of Shareholders' Meetings) and Art. § 11a (§ 11a) (Video and audio transmission) of the Articles of Incorporation - Synopsis