Exhibit 1.1  Daimler AG  Articles of Incorporation  Convenience translation The German text of the Articles of Incorporation is
legally binding.  I.General Provisions  Article 1 (§ 1) Name, Registered Office  The Company operating under the name of Daimler AG has
its registered office in Stuttgart.  Article 2 (§ 2) Purpose  (1)The general purpose for which the Company is organized is to engage,
directly or indirectly, in the business of developing, producing and selling
products and providing services, especially in the following lines of business:  ·land
vehicles ·watercraft,
aircraft, spacecraft and other products in the fields of road transport,
aerospace and marine technology, ·engines
and other propulsion systems, ·electronic
equipment, devices and systems, ·communication
and information technology, ·financial
services of all kinds, insurance brokerage, and ·management
and development of real property.  (2)The Company may take all actions and measures which are incidental to
the accomplishment of the Companys purposes.  (3)The Company may set up domestic and foreign branches, offices and
subsidiaries and may acquire interests in other companies. The Company may
acquire and dispose of other companies, may place them under joint management
and conclude intercompany agreements with them, or may limit itself to the
management of its interests in such companies. The Company may place all or
part of its business operations into subsidiaries, joint ventures or associated
companies.  (4)The
Company may not engage directly in any financial services transactions or
banking transactions or transactions with real property which are subject to
licensing requirements.


II.Share Capital and Shares  Article 3 (§ 3) Share Capital  (1)The share capital of the Company amounts to  3,044,215,603.74. It is
divided into1,060,965,432no-par-value
registered shares.  (2)The Board of Management is authorized with the consent of the
Supervisory Board to increase the Companys share capital in the period until April
7, 2014 by a total of 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 2009). 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 with
the consent of the Supervisory Board to exclude shareholders subscription
rights in the following cases:  ·to
exclude residual or fractional amounts from the right of subscription; ·in
the case of capital increases in exchange for non-cash contributions, for the
purpose of the (also indirect) acquisition of companies, parts of companies,
participating interests in companies or other assets connected with an intended
acquisition; ·to
the extent required in order to grant subscription rights to holders of
warrants or holders of convertible bonds or holders of notes with conversion
obligations previously issued or to be issued in the future by the Company or
its subsidiaries to the extent to which such holders would be entitled upon
exercise of their warrants or conversion rights or upon fulfillment of their
conversion 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
and the shares issued with the exclusion of subscription rights pursuant to Section
186, Subsection 3, Sentence 4 of the German Stock Corporation Act (Aktiengesetz) do not exceed ten percent of the share capital
 neither at the time when this authorization takes effect nor when it is
exercised. This limit of ten percent of the Companys share capital is to
include shares (i) 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) or (ii) issued or to be issued to honor bonds
with conversion and/or warrant rights if the bonds are issued with the
exclusion of subscription rights after this authorization takes effect pursuant
to Section 186, Subsection 3, Sentence 4 of the German Stock Corporation Act (Aktiengesetz).  2


The Board of Management is authorized with the consent
of the Supervisory Board to stipulate the other details of the exercise of
capital increases out of Approved Capital 2009.  (3)           The share capital of the Company may
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 authorizing resolution of the Shareholders Meeting
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 authorizing resolution of the Shareholders Meeting
on April 6, 2005 fulfill their conversion obligation.  The new shares shall
participate in the profits of the Company 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.  (4)The share capital of the Company shall be conditionally increased by an
amount not to exceed 115,349,630.47 through the issuance of up to 40,201,479
no-par-value registered shares (residual 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 Shareholders Meeting held
on April 19, 2000 actually exercise their options and the Company does not
grant any of its own shares in fulfillment of the options. The new shares shall
participate in the profits of the Company as of the beginning of the financial
year of their issuance.  Article 4 (§ 4) Share
Certificates  (1)The form and content of share certificates and of any dividend coupons
or renewal coupons shall be determined by the Board of Management with the
consent of the Supervisory Board. The same applies to bonds and interest
coupons.  (2)To the extent legally permissible and unless required under the rules of
a stock exchange where the shares are listed, the shareholders have no claim to
the securitization of their rights to share certificates and dividend coupons.
The Company may issue share certificates, representing individual shares or
multiple shares.  3


III.The Board of Management  Article 5 (§ 5) Composition  The Board of Management shall be constituted of not
fewer than two members. The Supervisory Board shall appoint the members of the
Board of Management in accordance with the provisions of the German Stock Corporation
Act (Aktiengesetz) and the German
Codetermination Act (Mitbestimmungsgesetz)
and shall determine their number.  Article 6 (§ 6) Representation of the Company  The Company 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  Article 7 (§ 7) Tasks and Powers of the Supervisory Board  (1)The Supervisory Board has all the tasks and rights as prescribed by
applicable law, the Articles of Incorporation or by other means, in particular
by its Rules of Procedure. In particular, it shall monitor and advise the Board
of Management in its management activities.  (2)The Board of Management shall regularly report to the Supervisory Board
to the extent prescribed by law. Further reporting obligations may be
stipulated in Rules of Procedure.  (3)Amendments to the Articles of Incorporation which merely affect the
wording may be approved by resolution of the Supervisory Board.  4


Article 8 (§ 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 Shareholders 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
Shareholders 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
Company elected by the Shareholders Meeting may be members of the Supervisory
Board. Furthermore, the Shareholders Meeting shall not elect any persons to
the Supervisory Board who at the time of election hold executive positions or
advisory roles at major competitors of the Company or at 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 positions at listed
companies outside the Group in addition to the Supervisory Board position for
the Company.  (3)Members of the Supervisory Board may resign from the Supervisory Board,
also without an important reason, by submitting four weeks notice in writing
to the Supervisory Board Chairman and the Board of Management. An amicable reduction
of the period of notice is permissible.  Article 9 (§ 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 retirement or resignation of the Chairman or Deputy
Chairman, a successor shall be elected immediately.  (3)The Chairman of the Supervisory Board, or in his absence his Deputy,
shall preside as chairman of the Supervisory Board meetings and shall determine
the order of items on the agenda and the manner of voting.  Article 10 (§ 10) Committees of
the Supervisory Board  The Supervisory Board shall form a committee as
defined in Section 27, Subsection 3 of the German Codetermination Act (Mitbestimmungsgesetz). In addition, the Supervisory Board
may form further committees for particular tasks and powers. The committees
shall perform  5


their assigned tasks
on behalf and in representation of the entire Supervisory Board insofar as this
is legally permissible.  Article 11 (§ 11) Resolutions of the Supervisory Board  (1)A quorum of the Supervisory Board shall be constituted when notice of a
meeting has been issued to all members at their last known addresses and at
least ten members of the Supervisory Board participate in passing a resolution.
Members of the Supervisory Board who abstain from voting are counted when
determining whether or not there is a quorum.  (2)In justified exceptional cases, members of the Supervisory Board may,
with the consent of the Chairman, participate 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 attend a meeting nor
participate in the manner described in paragraph 2 may participate in a
resolution of the Supervisory Board or its committees by submitting their vote
in writing (also by fax) to the person chairing the meeting prior to the vote.
This also applies to the additional casting vote of the Chairman.  (4)If not all members of the Supervisory Board participate in a meeting of
the Supervisory Board and the absent members of the Supervisory Board do not
submit their votes as described in paragraph 3, the passing of the resolution
shall be postponed if at least two members of the Supervisory Board
participating 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 repeated minority request for postponement
is not permissible for the second proposed resolution.  If the Chairman of the Supervisory Board participates
in a meeting or if one of the attending members is in possession of his vote
submitted in the manner described in paragraph 3, the above sub-paragraph shall
not apply if the number of shareholders representatives on the Supervisory
Board participating in the meeting or participating in the passing of a
resolution by submitting their votes in the manner described in paragraph 3
equals the number of employee representatives, or if an imbalance is offset by
the abstention from voting of certain Supervisory Board members.  (5)The Chairman, or in his absence the Deputy Chairman, may also arrange
for voting on a resolution of the Supervisory Board to be carried out in
writing, by fax or e-mail  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 determined  6


by the Chairman. The Chairman shall determine the
details of the procedure. This regulation also applies to resolutions of
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 have an additional
casting vote.  This regulation also applies
to resolutions in committees, with the Chairman of the Supervisory Board and
his Deputy being replaced by the Chairman of the Committee or his Deputy,
unless otherwise required by applicable law.  Article 12 (§ 12) Duty of
Confidentiality of Members of the Supervisory Board  (1)The members of the Supervisory Board must maintain secrecy regarding
confidential corporate information, especially Company or business secrets,
which become known to the members of the Supervisory Board in their service;
this obligation continues beyond the end of 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
consultations. At the end ofSupervisory
Boardmembership, all confidential documents must be
returned to the Chairman of the Supervisory Board.  (2)If, contrary to paragraph 1, for a special reason a member of the
Supervisory Board intends to communicate information to a third party, in
particular concerning the content and events of Supervisory Board meetings and
the content of Supervisory Board documents or resolutions, he must first inform
the Chairman of the Supervisory Board in order to resolve any differences of
opinion regarding the obligation to maintain secrecy.  (3)The members of the Supervisory Board shall ensure that any employees
they involve in Company matters also comply with the obligation to maintain
secrecy.  Article 13 (§ 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 their office) and
receive fixed remuneration payable after the end of each financial year. The
remuneration shall amount to 100,000.00 per annum for each individual  7


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 is only remunerated for a
financial year if the relevant committee has held at least one meeting in
discharge of its duties during that period. The members of the Supervisory
Board shall receive a 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 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 by and in the interest of the Company for executive
bodies and certain senior executives, insofar as such insurance coverage
exists. The insurance premiums shall be paid by the Company.  V.Shareholders Meetings  Article 14 (§ 14) Convening of
ShareholdersMeetings  Shareholders Meetings shall be convened by the Board
of Management or the Supervisory Board. They shall be held at the registered
office of the Company or in a German city that has a stock exchange.
Furthermore, Shareholders Meetings may be held in any city in Germany with
more than 250,000 inhabitants.  Article 15 (§ 15) The Annual
Meeting  The Shareholders Meeting that votes on the
ratification of the actions of the Board of Management and the Supervisory
Board, the allocation of unappropriated profit, the appointment of external
auditors and, if required by law, the adoption of the financial statements and
the approval of the consolidated financial statements (Annual Meeting) shall be
held within the first eight months of each financial year.  8


Article 16 (§ 16) Requirements
for Attendance and Exercise of Voting Rights  (1)Those shareholders who are registered in the
share register on the day of the Shareholders Meeting and who have notified
the Company at the address stated for this purpose in the invitation no later than
four calendar days before the Shareholders Meeting shall be entitled to attend
the Shareholders Meeting and to exercise their voting rights. For calculating
the period of notice, neither the day of receiving the notification nor the day
of the Shareholders Meeting are to be counted.  (2)A shareholder may exercise his voting right through a proxy nominated by
him.  (3)The Company shall elect a proxy to exercise the voting rights of the
shareholders in accordance with their instructions. Power of attorney may be
granted to the corporate proxy by letter, by fax or by 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 revoking power of
attorney, shall be announced when the Shareholders Meeting is convened.  Article 17 (§ 17) Voting Rights  Each share shall represent
one vote.  Article 18 (§ 18) Chairman of the
ShareholdersMeeting  (1)The Chairman of the Supervisory Board shall preside as Chairman of the
Shareholders 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, Subsection 3 of the German
Codetermination Act (Mitbestimmungsgesetz).
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 determine the order
of items to be discussed and the manner of voting.  (3)The Chairman may set an appropriate time limit
with respect to the right of shareholders to speak and ask questions. In
particular, at the start of or during theShareholders
Meeting, he is authorized to set an
appropriate time limit for the duration of entire Shareholders Meeting, for discussion of individual agenda
items  9


and for individual
comments or questions. Moreover, the Chairman may decide to end the debate if
this is deemed necessary for the proper execution of the Meeting.  Article 19 (§ 19) Resolutions  (1)Resolutions shall be passed at Shareholders Meetings by a simple
majority of votes cast, unless otherwise required by the stipulations of the
German Stock Corporation Act (Aktiengesetz).
If the German Stock Corporation Act (Aktiengesetz)
also requires that a resolution be passed by a majority of the share capital
represented at the Meeting, a simple majority of the capital represented shall
suffice, unless otherwise required by applicable law.  (2)Individuals nominated for an office shall be elected on the basis of the
highest number of yes votes actually cast.  Article 20 (§ 20)Provision of Information  Information
for shareholders may also be provided by electronic means.  VI.Financial Statements and Allocation of Unappropriated Profit  Article 21 (§ 21) Financial Year,
Accounting  (1)The financial year is the calendar year.  (2)During the first three months of each financial year, 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 and shall submit them to the Supervisory Board
and to the external auditors without delay.  The proposal to be made by
the Board of Management at the Shareholders Meeting on the allocation of
unappropriated profit is to be submitted to the Supervisory Board with the
financial statements and the management report.  10


Article 22 (§ 22) Interim
Distribution of Unappropriated Profit  Following the end of each financial year, the Board of
Management  with the consent of the Supervisory Board  may make an interim
payment to the shareholders with respect to the foreseeable unappropriated
profit if the preliminary financial statements for 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 in accordance with
applicable law or the Articles of Incorporation. Furthermore, the interim
payment shall not exceed one half of the previous years unappropriated profit.  Article 23 (§ 23) Shareholders Participation in Profits  (1)The dividends paid to shareholders shall be proportional to their shares
in the share capital of the Company. When new shares are issued, a different
entitlement to profits may be specified.  (2)The Shareholders 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  Article 24 (§ 24) Announcements  Announcements by the Company shall be published in the
electronic version of the German Federal Gazette (Elektronischer
Bundesanzeiger).  VIII.Expenses of Formation  Article 25 (§ 25) Expenses  Expenses and taxes incurred in connection with the
formation of the Company and its registration in the Commercial Register (in
particular notaries fees and court fees, costs of announcements, taxes,
lawyers and tax consultants fees, assessors fees and bank charges) shall be
borne by the Company up to an amount of  5,112.92 in total.  11