EQS-CMS: Mercedes-Benz Group AG: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution

 

Mercedes-Benz Group AG

DE000A2GSCW3

DE000A2YNZX6

DE000A289XG8

DE000A2YNZY4

Notification pursuant to Section 50 para. 1 no. 1 lit. b) of the German Securities Trading Act (Wertpapierhandelsgesetz – WpHG)

Substitution of

MERCEDES-BENZ GROUP AG
(formerly: Daimler AG)

by

MERCEDES-BENZ INTERNATIONAL FINANCE B.V.

as issuer of the following Notes (together, the "Notes")

which were issued under the

Daimler Euro Medium Term Note Programme:

EUR 1,500,000,000 1.50 per cent. Notes due July 3, 2029

EUR 750,000,000 0.750 per cent. Notes due February 8, 2030

EUR 750,000,000 2.375 per cent. Notes due May 22, 2030

EUR 500,000,000 1.125 per cent. Notes due August 8, 2034

Mercedes-Benz International Finance B.V., a wholly-owned subsidiary of Mercedes-Benz Group AG (formerly: Daimler AG) whose registered office is situated at Ravenswade 4, 3439 LD Nieuwegein, The Netherlands, will replace Mercedes-Benz Group AG (formerly: Daimler AG), whose registered office is situated at Mercedesstraße 120, 70372 Stuttgart, Federal Republic of Germany, as issuer of the Notes (the "Substitution").

We draw to your attention and point out that:

1. Substitution

With effect as of July 15, 2026 (the "Substitution Date") Mercedes-Benz International Finance B.V. will be substituted in place of Mercedes-Benz Group AG (formerly: Daimler AG) as issuer in accordance with § 10 (Substitution) of the terms and conditions of each series of Notes.

2. Detailed Information about the Substitution

2.1 Mercedes-Benz Group AG (formerly: Daimler AG) and Mercedes-Benz International Finance B.V. have agreed that with effect as of the Substitution Date, Mercedes-Benz International Finance B.V. shall be substituted in place of Mercedes-Benz Group AG (formerly: Daimler AG) as the issuer and obligor in respect of the obligations of Mercedes-Benz Group AG (formerly: Daimler AG) arising from the Notes.

2.2 In connection with the Substitution Mercedes-Benz Group AG (formerly: Daimler AG) has unconditionally and irrevocably guaranteed pursuant to a guarantee (the "Guarantee") dated July 9, 2026 in favour of the holders of the Notes the due and punctual payment of the principal of, and interest on, the Notes and any other amounts which may be payable under the Notes.

2.3 Holders of the Notes may receive copies of the Guarantee free of charge from the issuing agent appointed in connection with the Notes and should address any such request to the following address:

Citibank, N.A., London Branch
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom

Attention: Paying Agent, Issuer Services

3. Substitution and Settlement of Due and Payable Notes

With effect from the Substitution Date:

3.1 Mercedes-Benz International Finance B.V. shall be substituted in place of Mercedes-Benz Group AG (formerly: Daimler AG) as the issuer and obligor in respect of the obligations arising from the Notes;

3.2 Mercedes-Benz International Finance B.V. shall assume all obligations of Mercedes-Benz Group AG (formerly: Daimler AG) in its capacity as issuer arising from the Notes;

3.3 Mercedes-Benz Group AG (formerly: Daimler AG) shall be released from any obligations in its capacity as issuer arising from the Notes; and

3.4 Mercedes-Benz Group AG (formerly: Daimler AG) shall assume all obligations in its capacity as guarantor arising from the Guarantee.

4. Any correspondence in relation to the Notes on or after the Substitution Date should be addressed solely to Mercedes-Benz International Finance B.V. at the address set out above.

This notice is written in the German language and provided with an English language translation. The German text shall be binding and prevailing. The English language translation shall be non-binding.