Approval of Tognum AG offer document

6 April 2011

  Daimler AG and Rolls-Royce launch their public tender offer for Tognum AG;   
                           acceptance period begins.                           

  * Tognum shareholders can tender shares from today until May 18, 2011.
   
  * Offer price of €24 per share represents a premium of approximately 
    30 per cent to the undisturbed price.
   
  * Combination of Daimler, Rolls-Royce and Tognum creates a global leader in
    its industry.
   
  * Joint venture strengthens Tognum's position and establishes a broader range
    of products, systems and services as well as a global sales network.
   
  * Safeguarding jobs and creating new opportunities through shared
    capabilities and long-term investment.
   
  * Combination enhances access to emerging economies.
   
Stuttgart/London - Daimler AG and Rolls-Royce Group plc today launched their
voluntary public offer for the majority of Tognum AG through their 50:50 joint
venture Engine Holding GmbH. Further to the announcement issued on March 9, 2011 
the offer document has been approved by the 
Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) and is now available on
www.engineholding-angebot.de in both German as well as English.

From today, shareholders can accept the offer and tender their shares in 
Tognum AG. Acceptance of the offer must be declared in writing to the custodian 
bank. The acceptance period will expire on May 18, 2011 at 24:00 hrs (local time
Frankfurt am Main)/18:00 hrs (local time New York). UniCredit Bank, Munich will
act as settlement agent with regard to the tender offer.

As announced on March 9, 2011 shareholders will receive €24 for each tendered
share in Tognum AG. The price offered is highly attractive and represents a
significant premium of approximately 30 per cent above the XETRA closing price
of Tognum AG shares on Friday March 4, 2011, the last undisturbed trading day
before rumours of an offer emerged.

Shareholders who tender their shares will retain their right to the dividend
for the financial year 2010. The proposed dividend of €0,50 per share is
subject to approval by Tognum's Annual General Meeting, which takes place on
May 11, 2011, one week before the offer closes.

The offer is made, inter alia, subject to a minimum acceptance threshold of at
least 50 per cent plus one share of the share capital of Tognum AG at the time
of expiry of the acceptance period as well as certain regulatory approvals.
Daimler already holds a very significant stake of 28.4 per cent of Tognum AG,
which will be tendered at the offer price.

Under the joint ownership of Daimler and Rolls-Royce, Tognum will be
well-positioned as a global leader in the Marine, Distributed Power Generation,
Offshore Oil & Gas and Industrial applications markets establishing a strong
platform for future growth in a global market worth more than €30 billion a year. 
The partners intend to maintain the current manufacturing sites and are
confident that the growth strategy will secure jobs and lead to further
opportunities. In addition to significantly strengthening Tognum's future
competitiveness, and broadening the product range, systems and service
capabilities, the combination also enhances the company's access to emerging
markets.

Further information on the announcement of the intention to launch a public
tender offer:
http://www.rolls-royce.com/investors/tognum.jsp

Further information on Daimler available at:
http://media.daimler.com

For further information, please contact:

Media relations:                       Investor relations:
Josh Rosenstock                        Mark Alflatt
Head of Corporate Communications       Director of Financial Communications
Rolls-Royce plc                        Rolls-Royce plc
Tel: [phone]               Tel: [phone]
[e-mail]        [e-mail]

www.Rolls-Royce.com

Marc Binder                            Florian Martens
Daimler AG                             Daimler AG
Director Corporate Communications      Head of Finance Communications
Tel: [phone]                  Tel: [phone]
[e-mail]                [e-mail]

www.Daimler.com


Safe Harbour Statement

This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Tognum AG shares. The public offer by Engine Holding GmbH to the
shareholders of Tognum AG is exclusively made on the basis of the terms set out
in the offer document. Investors and holders of Tognum AG shares are strongly
recommended to read the offer document and all documents in connection with the
public offer as they are published, since they will contain important
information.

The public offer will not be made, directly or indirectly, in or into any
jurisdiction where to do so would constitute a violation of the laws of such
jurisdiction, or by use of the mails or by any means or instrumentality
(including without limitation, facsimile transmission, telephone and the
internet) of interstate or foreign commerce, or any facility of a national
securities exchange, of any such jurisdiction. The figures in this document are
preliminary and have neither been approved yet by the Supervisory Board nor
audited by the external auditor. This document contains forward-looking
statements that reflect our current views about future events. The words
"anticipate," "assume," "believe," "estimate," "expect," "intend," "may,"
"plan," "project," "should" and similar expressions are used to identify
forward-looking statements. These statements are subject to many risks and
uncertainties, including an adverse development of global economic conditions,
in particular a decline of demand in our most important markets; a
deterioration of our funding possibilities on the credit and financial markets;
changes in currency exchange rates; a shift in consumer preference; or a
possible lack of acceptance of our products or services, which may limit our
ability to implement prices as well as to adequately utilize our production
capacities; price increases in fuel, raw materials; disruption of production
due to shortages of materials, labour strikes, or supplier insolvencies; the
effective implementation of cost-reduction and efficiency-optimization
measures; the business outlook of companies in which we hold a significant
equity interest; the successful implementation of strategic cooperations and
joint ventures, changes in laws, regulations and government policies and the
conclusion of pending or threatened future legal proceedings; and other risks
and uncertainties. If any of these risks and uncertainties materialize, or if
the assumptions underlying any of our forward-looking statements prove
incorrect, then our actual results may be materially different from those we
express or imply by such statements. We do not intend or assume any obligation
to update these forward-looking statements. Any forward-looking statement
speaks only as of the date on which it is made.

The takeover offer will be implemented in the United States pursuant to Section
14(e) and Regulation 14E of the U.S. Securities Exchange Act of 1934, as
amended, and otherwise in accordance with the provisions of the WpÃœG.
Accordingly, the takeover offer is subject to publication and other procedural
requirements, including with regard to withdrawal rights, offer period,
settlement procedures and timing of payments, which may differ from those
regarding the implementation of public offers in the United States. Moreover,
Tognum shareholders who come into possession of the offer document outside the
Federal Republic of Germany or the United States and wish to accept the offer
outside the Federal Republic of Germany and the United States may be subject to
other legal provisions than those of the Federal Republic of Germany and the
United States; these shareholders are advised to inform themselves of the
relevant applicable legal provisions and to comply with them. Daimler,
Rolls-Royce and Engine Holding GmbH assume no responsibility for acceptance of
the offer outside the Federal Republic of Germany and the United States being
permissible under the relevant applicable legal provisions.