Special circumstances apply with regard certain U.S. shareholders of Daimler AG who hold shares not via a securities account connected to Clearstream, but via Depository Trust Company (DTC) or American Stock Transfer (AST).
Holders of Daimler AG shares on the Record Date received, free of charge, one newly issued DTHAG Share for every two shares of Daimler AG held on the Record Date, plus a cash payment in respect of any fractional entitlements to DTHAG Shares.
Further information on the allocation of DTHAG Shares in connection with the Spin-off as corporate event (unique identifier: DE0211126012K001) can be found on Daimler AG’s website.
Distribution:
As a requirement under German Law, shareholders of the Daimler AG Global Shares in the U.S. received a distribution of DTHAG Shares on AST’s records. Therefor you should have received a statement reflecting your entailment of one newly issued DTHAG Share for every two shares of Daimler AG held on the Record Date as well as a check for any fractional entitlement. Please note that the DTHAG Shares are being distributed in non-certificated form and no stock certificates will be issued for such Shares.
Future Action Required:
You should have received an election form which will require you make an election on your entitlement. Failure to make an election will result in limitations on your holdings. The election options will be as follows:
Option 1 - Receipt of DTHAG ADSs – Receive your DTHAG Shares in the form of ADSs on the basis of two DTHAG ADSs for each DTHAG Share held on AST’s records.
Option 2 - Receipt of DTHAG Shares in Germany– Receive your DTHAG Shares in Germany. For this option, you will also be asked to provide additional information in relation to the securities account through which you would like to hold your DTHAG Shares in Germany.
No action is required until you have received the election form from AST. This election form will contain complete instructions on what ell as your options.
Should you have any questions please refer to the Question & Answer Section below or contact the information agent listed below:
D.F. King & Co., Inc.
48 Wall Street 22nd Floor
New York, NY 10005
Banks and Brokers Call: (212) 269-5550
All Others Please Call Toll-Free: (800) 967-5071
Email: ddaif@dfking.com
Questions and answers about the Daimler Truck Holding AG election process
The following are brief answers to certain questions that you as a shareholder of Daimler Truck Holding AG (“DTHAG”) may have regarding the Election Process:
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How many DTHAG Shares did shareholders receive in the recent spin-off?
Daimler AG shareholders on the Record Date received one newly issued DTHAG Share for every two shares of Daimler AG held, plus a cash payment in respect of any fractional entitlements to DTHAG Shares.
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Am I able to sell or trade the DTHAG Shares that I received in the recent spin-off?
No, the shares that you hold on AST’s records can’t be traded in the U.S. They must be converted into DTHAG ADSs in the U.S. or DTHAG Shares in Germany prior to being sold or traded in their respective markets.
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Why are shareholders being asked to make an election?
According to German law requirements, it is not possible to deliver directly ADSs in respect of the DTHAG Shares; rather any shareholder who wants to receive ADSs needs to make an election.
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What are my options in the election process?
Receive DTHAG ADSs: Receive your DTHAG Shares in the form of ADSs on the basis of two DTHAG ADSs for each DTHAG Share held on AST’s records.
Receive Daimler DTHAG Shares in Germany: Receive your DTHAG Shares in Germany.
- For this option, you will also be asked to provide additional information in relation to the securities account through which you would like to hold your Daimler Truck Shares in Germany.
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Is there a difference in my overall value based on my election?
The overall value is the same regardless of the election taken.
Transferring of DTHAG Shares to and holding them on a securities account in the German may trigger additional bank fees and other costs. If you elect to receive DTHAG ADSs by May 31,2022, the depositary bank of the DTHAG ADR program will waive the ADR issuance fees. For any elections made after May 31, 2022, the depositary bank will charge the fees set out in section 5.9 of the form of the deposit agreement filed with the US Securities and Exchange Commission, available at https://www.sec.gov/Archives/edgar/data/1201935/000101915521000347/daim
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If I want to hold my shares in the U.S., continue to receive my dividends in U.S. dollars, and to be sell my shares in the U.S. what is my best option?
Electing DTHAG ADSs:
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What happens if I don’t make an election?
Failure to take any action will result in limitations on your holdings such as not being able to trade or sell in the U.S.
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What are the important differences between a DTHAG Shares in Germany and a DTHAG ADS in the U.S?
Each DTHAG ADS represents a beneficial interest in one-half (0.5) DTHAG Share in Germany. The overall value is the same.
- DTHAG ADSs trade in U.S. dollars on the OTC Market, while DTHAG Shares in Germany trade in the Euros on the Frankfurt Stock Exchange and need to be held in a securities account (directly or indirectly) connected to the German settlement system of Clearstream Banking AG (“Clearstream”).
- Cash dividends paid in respect of DTHAG ADSs will be paid in U.S. dollars and dividends paid in respect of DTHAG Shares in Germany will be paid in Euros.
- Cash dividends paid in respect of DTHAG ADSs will be subject to any applicable fees, charges and expenses incurred by the depositary bank in connection with the distribution, while no such fee is payable by holders of DTHAG in Germany; however additional bank fees, German withholding tax on distribution and other costs may be triggered.
- Holders of DTHAG ADSs vote the underlying DTHAG Shares in Germany by instructing the depositary bank how to vote the corresponding DTHAG Shares in Germany, while holders of DTHAG Shares in Germany vote directly at any general meetings.
A holder of a DTHAG ADS may at any time exchange such holdings DTHAG ADSs for DTHAG Shares in Germany, subject to the terms of the depositary agreement and certain limitations. If holders elect to receive DTHAG ADSs by May 31, 2022, the depositary bank of the DTHAG ADR program will waive the ADR issuance fees. For any elections made after May 31, 2022, the depositary bank will charge the fees set out in section 5.9 of the form of the deposit agreement filed with the US Securities and Exchange Commission, available at https://www.sec.gov/Archives/edgar/data/1201935/000101915521000347/daimlerda.htm.
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What costs are involved when electing DTHAG Shares or DTHAG ADS?
If you choose receiving DTHAG Shares in the German Market, custodian banks may charge a fee for the transfer of your DTHAG Shares into a Clearstream connected account. Further monthly fees for a Clearstream connected account may be higher than the fee you are paying currently. The exact amounts depend on the arrangements of the involved custodian banks.
In case you elect receiving the DTHAG Shares in form of DTHAG ADS by May 31, 2022, the depositary bank of the DTHAG ADR program will waive the ADR issuance fees. For any elections made after May 31, 2022, the depositary bank will charge the fees set out in section 5.9 of the form of the deposit agreement filed with the US Securities and Exchange Commission, available at https://www.sec.gov/Archives/edgar/data/1201935/000101915521000347/daimlerda.htm.
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Can I elect to receive DTHAG Shares in Germany rather than DTHAG ADSs?
Yes, you have the option to make an election to receive DTHAG Shares in Germany instead of DTHAG ADSs.
Making an election for DTHAG Shares in Germany will require that you provide us with your account details as well as the details of your bank/broker’s account with Clearstream, the German settlement system. Basically, to receive DTHAG Shares in Germany you need a securities account on which the DTHAG Shares can be credited through the German settlement system of Clearstream. This requires that your broker is directly or indirectly connected to the Clearstream system.
Most international broker firms either have an account relation with Clearstream or have a correspondence bank that is connected to Clearstream.
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How long will it take to receive my DTHAG Shares in Germany or my DTHAG ADSs once my election is submitted?
Due to the nature of the process, items will be processed in batches which will result in delays.