Exhibit 1.1 Daimler AG  Articles of Incorporation*  I.General Provisions  § 1 Name, Registered Office  The name of the corporation is Daimler AG.
The registered office of the corporation is in Stuttgart.  § 2 Purpose  (1)The general purpose for which the corporation
is organized is to engage, directly or indirectly, in the business of
development, production and sale of products and to render services, especially
in the following lines of business:  ·surface
vehicles ·maritime
vehicles, aerospace vehicles, and other products in the fields of transport,
aerospace and marinetechnology, ·engines and
other propulsion systems, ·electronic
equipment, machinery and systems, ·communication
and information technology, ·financial
services of all kinds, insurance brokerage, and ·management
and development of real property.  (2)The corporation may take all actions and
measures which are incidental to the foregoing or necessary or desirable in
order to accomplish the foregoing purposes.  (3)The corporation may set up domestic and foreign
subsidiaries and acquire interests in other companies. The corporation may
purchase, dispose of, bring under joint management and conclude intercompany
agreements with other companies, or limit itself to the management of its
interests in such companies. The corporation is authorized to spin-off its
business operations in subsidiaries, either in whole or in part.  (4)The corporation may not engage directly in any financial services
transactions or banking transactions and transactions with real property which
are subject to licensing requirements.  
 * Convenience Translation


II.Capital Stock and Shares  § 3 Capital Stock*  (1)The
capital stock of the corporation amounts to 2,766,223,611.40  .
It is allocated into 964,080,082 no par value registered shares.  (2)The Board of Management is authorized
with the consent of the Supervisory Board to increase the Companys capital stock in the
period until April 8, 2013 by a total of 500,000,000.00, in one lump sum
or by several partial amounts at different times, by issuing new, registered no
par value shares in exchange for cash contributions (Authorized Capital I).  The
shareholders are to be granted subscription rights.  TheBoard of Management, however, is authorized
with the consent of the Supervisory Board to exclude shareholders subscription rights
for residual or fractional amounts. The Board of
Management is also authorized with the consent of the Supervisory
Board
to exclude shareholders subscription rights if this is necessary to grant
subscription rights to holders of warrants or holders of convertible bonds or
notes previously issued or to be issued in the future by Daimler AG or its
subsidiaries in the amounts to which such holders would be entitled upon the
exercise of their warrants or conversion rights or upon fulfillment of their
conversion obligations.  Furthermore, theBoard of
Management is authorized with the consent of the Supervisory
Board
to exclude shareholders subscription rights if the issue price of the new
shares is not significantly lower than the stock market price. However, this
authorization applies only if the value 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)
does not exceed 10% of the capital stock  neither at the time when this
authorization takes effect, nor when it is exercised. The sale of own shares is
to be included in this limit of 10% of the capital stock if it takes place with
the exclusion of subscription rights due to an authorization to sell own shares
pursuant to Section 186, Subsection 3, Sentence 4 of the German Stock
Corporation Act (Aktiengesetz) valid at the time
of this authorization or an authorization in lieu thereof. Furthermore, shares
issued or to be issued by way of honoring bonds with conversion and/or warrant
rights are also to be included in this limit of 10% of the capital stock if the
bonds were issued with the exclusion of subscription rights due to an
authorization to issue bonds pursuant to Section 186,  
 * § 3 Capital Stock reflects the status of
the Capital Stock as of January 2008  2


Subsection 3, Sentence 4 of the German Stock Corporation Act (Aktiengesetz) valid at the time when this authorization
takes effect or an authorization in lieu thereof.  TheBoard of Management is authorized
with the consent of the Supervisory Board to stipulate the other details of the shares
rights and the conditions for issuing those shares.  (3)The Board of Management is authorized
with the consent of the Supervisory Board to increase the Companys capital stock in the
period until April 8, 2013 by a total of 500,000,000.00, in one lump sum
or by several partial amounts at different times by issuing new, registered no
par value shares in exchange for non-cash contributions (Authorized Capital
II).  TheBoard of Management is authorized with the consent of the Supervisory Board to exclude the shareholders subscription
rights.  TheBoard
of Management is authorized with the consent of the Supervisory
Board
to stipulate the other details of the shares rights and the conditions for
issuing those shares.  (4)The capital stock of the corporation shall be
conditionally increased by an amount not to exceed 300,000,000.00 
(Conditional Capital I). The conditional capital increase shall be
undertaken only to the extent that  a)the holders or creditors of conversion rights
or option certificates attached to the convertible bonds and notes with
warrants to be issued by Daimler AG or its majority owned direct or indirect
subsidiaries up to April 5, 2010, in accordance with the enabling
resolution of the Annual Meeting of the Shareholders on April 6, 2005,
actually exercise their conversion or option rights or  b)the holders or creditors of the convertible
bonds to be issued by Daimler AG or its majority-owned direct or indirect
subsidiaries up to April 5, 2010 in accordance with the enabling
resolution of the Annual Meeting of the Shareholders on April 6, 2005
fulfill their conversion obligation.  The
new shares shall participate in the profits of the corporation as of the
beginning of the financial year in which such shares are created through the
exercising of conversion or option rights or through the fulfillment of
conversion obligations.  (5)The capital stock of the corporation shall be
conditionally increased by an amount not to exceed 116,719,285.20  
through the issuance of up to 40.678.829  no par value registered shares (Conditional
Capital II). The conditional capital increase shall be undertaken only to the
extent that the holders of option rights, issued by Daimler AG in the period up
to April 18, 2005, in conformity with the resolution passed at the  3


Annual Meeting held on April 19, 2000,
actually exercise their options and the corporation does not grant any of its
own shares in fulfillment of the options. The new shares shall participate in
the profits of the corporation as of the beginning of the financial years of
their issuance.  § 4 Share Certificates  (1)The form and contents of share certificates,
dividend coupons and renewal coupons, if any, shall be determined by the Board
of Management upon the approval of the Supervisory Board. The same shall apply
to debentures and interest coupons.  (2)To the extent legally permissible and unless
required under the rules of a stock exchange where the shares are listed,
securitization of shareholders rights to stock certificates and dividend
coupons is disallowed. The corporation may issue share certificates,
representing individual shares or global shares.  III.The Board of Management  § 5 Composition  The Board of Management shall be constituted
of not less than two members. The Supervisory Board shall appoint the members
of the Board of Management in accordance with the provisions of the Stock
Corporation Act and the Codetermination Act (Mitbestimmungsgesetz) and shall
determine their number at its discretion.  § 6 Representation of the Corporation  The corporation may be represented by two
members of the Board of Management or by one member of the Board of Management
jointly with one holder of general commercial power of attorney (Prokura).  IV.The Supervisory Board  § 7 Tasks and Powers of the
Supervisory Board  (1)The Supervisory Board has all the rights and
responsibilities prescribed by law, the Articles of Incorporation or by other
methods and means, in particular by rules of  4


procedure. In
particular, it shall monitor and advise the Board of Management in its
management activities.  (2)The Board of Management shall report to the
Supervisory Board to the extent prescribed by law. Further reporting
obligations can be stipulated in rules of procedure.  (3)Changes to the Articles of Incorporation which
merely affect the written form may be approved by resolution of the Supervisory
Board.  § 8 Composition, Term of
Office, Resignation  (1)The composition of the Supervisory Board shall
conform to statutory requirements. Each appointment of members of the
Supervisory Board shall be for a period ending no later than the close of the
Annual Meeting which ratifies the members actions for the fourth financial
year following the commencement of the term of office, without taking into
consideration the financial year in which the aforesaid term of office
commences. The Annual Meeting may specify a shorter term of office for the
members elected by the shareholders.  (2)No more than two former members of the Board of
Management of the corporation elected by the Annual Meeting may be members of
the Supervisory Board. Furthermore, the Annual Meeting shall not elect any
persons to the Supervisory Board who at the time of election hold executive
positions or advisory roles in major competitors of the corporation or in major
competitors of its subsidiaries, or, if they are also members of the Board of
Management of a listed company, hold more than four other Supervisory Board
mandates in listed companies outside the Group in addition to the Supervisory
Board mandate for the corporation.  (3)Members of the Supervisory Board may resign
from the Supervisory Board even without cause, by submitting four weeks notice
in writing to the Supervisory Board Chairman and the Board of Management. An
amicable reduction of the notice period is admissible.  § 9 Chairman and Deputy
Chairman of the Supervisory Board  (1)The Supervisory Board shall elect a Chairman
and a Deputy Chairman.  (2)In the event of the resignation of the Chairman
or Deputy Chairman, a successor shall be elected immediately.  5


(3)The Chairman of the Supervisory Board, or in
his absence his Deputy, shall preside as Chairman of the Supervisory Board
Meeting and decide the order of items on the agenda and the manner of voting.  6


§ 10 Committees of the Supervisory
Board  The Supervisory Board constitutes a committee
as defined in § 27 para. 3 of the Co-determination Act. In addition, the
Supervisory Board can form further committees for particular tasks and powers.
The committees shall perform their assigned tasks on behalf of and in
representation for the Supervisory Board as a whole, insofar as this is legally
admissible.  § 11 Resolutions of the Supervisory Board  (1)A quorum of the Supervisory Board shall be
constituted when notices have been issued to all its members at their last
known address and at least ten members of the Supervisory Board participate in
passing the resolution. Abstentions from members of the Supervisory Board are
included when determining whether there is a quorum.  (2)In justified exceptional cases, members of the
Supervisory Board can, subject to the approval of the Chairman, take part in a
meeting of the Supervisory Board or its committees via a telephone or video
conference.  (3)Members of the Supervisory Board who do not
take part in the meeting nor in the manner described in para. 2 may participate
in a resolution of the Supervisory Board and its committees by submitting their
vote in writing (or also by fax) to the person chairing the meeting, prior to
the vote. This shall also apply to the additional casting vote of the Chairman.  (4)If not all members of the Supervisory Board
attend a meeting of the Supervisory Board and the absent members of the
Supervisory Board do not submit their votes as described in para. 3, the
passing of the resolution shall be postponed if at least two members of the
Supervisory Board taking part in the meeting so request. In the event of
postponement and if a special meeting of the Supervisory Board is not convened,
the resolution shall be deferred to the next regular meeting. A minority
request for postponement shall be disallowed for the second resolution.  If the Chairman of the Supervisory Board is
present at the meeting, or if one of the attending members is in possession of
his vote submitted in the manner described in para. 3, the aforementioned
sub-clause shall not apply when the number of shareholders representatives on
the Supervisory Board take part in the meeting or take part in the passing of a
resolution by submitting their vote in the manner described in para. 3 equals
the number of employee representatives, or when an imbalance is offset by the
voting abstention of certain Supervisory Board members.  (5)The Chairman, or in his absence, the Deputy
Chairman may also arrange for the voting on a resolution of the Supervisory
Board to be carried out in writing, by fax or e-mail  7


 or by a combination of these communication
media  if no member of the Supervisory Board objects to this procedure within
an appropriate period of time, to be decided by the Chairman. The Chairman
shall determine the details of the procedure. This regulation also applies to
resolutions in committees.  (6)Resolutions shall be passed by a simple
majority of votes cast unless other forms of majority are required by law.
Abstentions shall not be counted in determining the outcome of the vote. In the
event of an equality of votes, any member of the Supervisory Board may request
that a second vote be conducted. The Chairman, or in his absence, the Deputy
Chairman shall decide when the vote is to be repeated. If the second vote also
results in an equality of votes, the Chairman of the Supervisory Board shall be
given an additional casting vote.  This regulation also applies to resolutions
in committees, provided that the Chairman of the Supervisory Board and his
Deputy shall be replaced by the Chairman of the Committee or his Deputy, unless
otherwise required by binding statutory provisions.  § 12 Duty of Confidentiality of
Members of the Supervisory Board  (1)The
members of the Supervisory Board maintain secrecy regarding confidential
corporate information, especially company or business secrets, being disclosed
to the members of the Supervisory Board in their service; this obligation
continues beyond the end of their office as a member of the Supervisory Board.
The members of the Supervisory Board are particularly obliged to maintain
secrecy concerning confidential reports and confidential deliberations. On the
termination of their mandate, all confidential documents must be returned to
the Chairman of the Supervisory Board.  (2)If,
contrary to para. 1, a member of the Supervisory Board for a special reason
intends to communicate information concerning, in particular, the content and
events of Supervisory Board meetings and the content of Supervisory Board
submittals and resolutions to a third party, he must first inform the Chairman
of the Supervisory Board of this in order to resolve any differences of opinion
regarding the obligation to secrecy.  (3)The
members of the Supervisory Board shall ensure that any employee they involve
similarly abide by the obligation to secrecy.  § 13 Remuneration of the Supervisory Board,
Liability Insurance  (1)The members of the Supervisory Board shall be reimbursed for their
expenses (including the costs of any value added tax incurred by them in the
performance of  8


their office) and receive fixed remuneration
payable after the financial year-end. The remuneration shall amount to
100,000.00 for the individual member, three times this amount for the Chairman
of the Supervisory Board, twice this amount for the Deputy Chairman of the
Supervisory Board and the Chairman of the Audit Committee, 1.5 times this
amount for chairmen of other Supervisory Board committees and for members of
the Audit Committee, and 1.3 times this amount for members of the other
Supervisory Board committees. If a member of the Supervisory Board exercises
several of the aforementioned functions, he shall be remunerated solely
according to the function with the highest remuneration. Membership of a
committee for a financial year is only remunerated if the relevant committee
has held at least one meeting in discharge of its duties in that period. The
members of the Supervisory Board shall receive a flat fee of 1,100.00 for each
meeting of the Supervisory Board and its committees that they attend as
members.  If any members of the Supervisory Board step
down from the Supervisory Board during the course of a financial year, they
shall receive remuneration proportionate to the time of office served. If a
member of the Supervisory Board steps down from a function for which there is
increased remuneration, the previous sentence applies in relation to the
remuneration for the relevant function.  (2)Members of the Supervisory Board shall be
covered by insurance against pecuniary damage, taken out in the interest of the
corporation for executive bodies and certain senior executives, insofar as such
coverage exists. The insurance premiums shall be paid by the corporation.  V.The
Annual Meeting  § 14 Convening of Annual
Meetings  The Annual Meeting shall be convened by the
Board of Management or the Supervisory Board. It shall be held at the
registered office of the corporation or at the location of a German stock
exchange. Furthermore, the Annual Meeting may be held at any domestic location
with more than 250,000 inhabitants.  § 15 The Annual Meeting  The Annual Meeting which ratifies the actions
of the Board of Management and the Supervisory Board, and approves the
allocation of unappropriated profits, the appointment of auditors and, in the
event stipulated by law, the audited financial statements and the acceptance of
the consolidated financial statements (Annual Meeting), shall be held within
the first eight months of each financial year.  9


§ 16 Requirements for
Participation and Exercise of Voting Rights  (1)Those shareholders who are registered in the
share register on the day of the Annual Meeting and who have notified the
corporation no later than on the third day before the Annual Meeting shall be
entitled to participate in the Annual Meeting and to exercise their voting rights.  (2)A shareholder may exercise his/her voting right
by a proxy nominated by him/her.  (3)The corporation shall elect a proxy
representative to exercise the voting rights of the shareholders on their
instruction. Powers of attorney may be granted to the corporate proxy
representatives in writing, by fax or using electronic media in a manner to be
determined in detail by the Board of Management. The details, in particular
regarding the form and terms for conferring and revocation of powers of
attorney, shall be announced together with the convention of the Annual
Meeting. § 17 Voting Rights  Each share
shall represent one vote.  § 18 Chairman of the Annual
Meeting  (1)The Chairman of the Supervisory Board shall
preside as Chairman of the Annual Meeting. In his absence, the Meeting shall be
chaired by a member of the Supervisory Board appointed by the Chairman or,
failing such appointment, the member elected by the shareholders
representatives on the Supervisory Board in accordance with Section 27
sub-section 3 of the Codetermination Act. If none of the aforementioned is
present or none agrees to chair the Meeting, the Chairman of the Meeting shall
be elected by the Supervisory Board.  (2)The
Chairman shall preside over the proceedings and decide the order of business
and the manner of voting.  (3)The Chairman can set an appropriate time limit
with respect to the right of shareholders to speak and ask questions. In
particular, he is authorized to set an appropriate time limit for the duration
of entire Annual Meeting, discussion of individual agenda items and individual
contributions of comments or questions at the start of or during the Annual
Meeting. Moreover, the Chairman has the authority to decide to end the debate,
if deemed necessary for the appropriate conduct of the meeting.  10


§ 19 Resolutions  (1)Resolutions shall be passed at Annual Meetings
by a simple majority of votes cast, unless otherwise required by binding
provisions of the Stock Corporation Act. If the Stock Corporation Act also
requires that a resolution be passed by a majority of the capital stock
represented at the Meeting, a simple majority of the capital represented shall
suffice, unless otherwise required by law.  (2)Individuals nominated for an office shall be
elected based on the highest number of yes votes actually submitted.  § 20Conveyance of
Information  Information to shareholders can also be
conveyed by electronic means.  VI.Financial
Statements and Allocation of Unappropriated Profit  § 21 Financial Year, Accounting  (1)The financial year is the calendar year.  (2)The Board of Management shall prepare the
financial statements and the management report as well as the consolidated
financial statement and the group management report for the previous financial
year during the first three months of the financial year and shall submit them
immediately to the Supervisory Board and to the auditors. The proposal to be
made by the Board of Management at the Annual Meeting for the allocation of
unappropriated profits is to be submitted to the Supervisory Board with the
financial statements and the management report.  § 22 Interim Distribution of
Unappropriated Profit  Following the financial year-end, the Board
of Management  with the approval of the Supervisory Board  may make an
interim payment to the shareholders with respect to the foreseeable
unappropriated profits, if the preliminary financial statements of the previous
financial year indicate a profit for the year. The interim payment may not
exceed one half of the unappropriated profit for the year remaining after
deducting the amounts which are required to be transferred to retained earnings
pursuant to law or to the Articles of Incorporation. Furthermore, the interim
payment shall not exceed one half of the previous years unappropriated profit.  11


§ 23 Shareholders Participation in Profits  (1)The dividends paid to shareholders shall be
proportional to their shares in the stock capital of the corporation. When new
shares are issued, a different entitlement to profits may be specified.  (2)The Annual Meeting may also, insofar as
permitted by law, approve the distribution of non-cash dividends, in addition
to the distribution of cash dividends.  VII.Announcements  § 24 Announcements  Announcements by the corporation shall be
published in the electronic version of the Federal Gazette (Elektronischer
Bundesanzeiger).  VIII.Expenses of Formation  § 25 Expenses  Expenses and taxes incurred in connection
with the formation of the corporation and its registration in the Commercial
Register (in particular notary and court fees, expenses for announcements,
taxes, legal and tax consultants fees, assessors fees, bank fees) shall be
borne by the corporation up to an amount of 5,112.92  in total.  12